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                                                                   EXHIBIT 10.40

                                                                  EXECUTION COPY

                         REGISTRATION RIGHTS AGREEMENT

              REGISTRATION RIGHTS AGREEMENT, dated as of September 9, 1997, by
and among CLARK/BARDES, INC., a Texas corporation (the "COMPANY"), and
GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY, LIFE INVESTORS INSURANCE COMPANY
OF AMERICA and NATIONWIDE LIFE INSURANCE COMPANY (each a "PURCHASER" and
collectively the "PURCHASERS").

       1.     Background. The Company and the Purchasers have entered into that
certain Note and Warrant Purchase Agreement (the "PURCHASE AGREEMENT"), dated
as of September 8, 1997, pursuant to which the Company has agreed, among other
things, to issue and sell its Common Stock Purchase Warrants expiring August 9,
2004 (the "WARRANTS"), evidencing rights to purchase an aggregate of 3,050,047
shares (subject to adjustment as provided therein) of the Company's Common
Stock, no par value per share (the "COMMON STOCK"). This agreement shall become
effective upon the issuance of such Warrants.

       2.     Registration under Securities Act, etc.

              2.1    Incidental Registration.

              (a)    Right to Include Registrable Securities. If the Company at
any time proposes to register any of its securities under the Securities Act
(other than by a registration on Form S-4 or S-8 or any successor or similar
form), whether or not for sale for its own account, it will each such time give
prompt written notice to all holders of Warrants or Registrable Securities of
its intention to do so and of such holders' rights under this Section 2.1.
Upon the written request of any such holder made within 30 days after the
receipt of any such notice (which request shall specify the Registrable
Securities intended to be disposed of by such holder and the intended method of
disposition thereof), the Company will use its best efforts to effect the
registration under the Securities Act of all Registrable Securities which the
Company has been so requested to register by the holders thereof, provided that
if, at any time after giving written notice of its intention to register any
securities and prior to the effective date of the registration statement filed
in connection with such registration, the Company shall determine for any
reason not to register or to delay registration of such securities, the Company
may, at its election, give written notice of such determination to each holder
of Warrants or Registrable Securities and, thereupon, (i) in the case of a
determination not to register, shall be relieved of its obligation to register
any Registrable Securities in connection with such registration (but not from
its obligation to pay the Registration Expenses in connection therewith), and
(ii) in the case of a determination to delay registering, shall be permitted to
delay registering any Registrable Securities, for the same period as the delay
in registering such other securities. The Company will pay all Registration
Expenses in connection with each registration of Registrable Securities
requested pursuant to this Section 2.1.







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              (b)    Priority in Incidental Registrations. If (i) a
registration pursuant to this Section 2.1 involves an underwritten offering of
the securities so being registered, whether or not for sale for the account of
the Company, to be distributed (on a firm commitment basis) by or through one
or more underwriters of recognized standing under underwriting terms
appropriate for such a transaction and (ii) the managing underwriter of such
underwritten offering shall inform the Company and the holders of Warrants or
Registrable Securities requesting such registration by letter of its belief
that the number of securities requested to be included in such registration
exceeds the number which can be sold in (or during the time of) such offering,
then the Company may include all securities proposed by the Company to be sold
for its own account and may decrease the number of Registrable Securities so
proposed to be sold and so requested to be included in such registration (pro
rata among the holders thereof on the basis of the percentage of Registrable
Securities held by such holders) to the extent necessary to reduce the number
of securities to be included in the registration to the level recommended by
the managing underwriter; provided that if securities of the Company other than
(x) securities proposed by the Company to be sold for its own account and (y)
Registrable Securities (collectively, "OTHER SECURITIES") have been proposed to
be included in such registration, no Other Securities may be included in such
registration if the number of Registrable Securities to be included in such
registration has been required to be decreased pursuant to this Section 2.1(b).

              2.2    Registration Procedures. If and whenever the Company is
required to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act as provided in Section 2.1, the Company
will as expeditiously as possible:

              (i)    prepare and (as soon thereafter as possible or in any
       event no later than 120 days after the end of the period within which
       requests for registration may be given to the Company) file with the
       Commission the requisite registration statement to effect such
       registration and thereafter use its best efforts to cause such
       registration statement to become effective, provided that the Company
       may discontinue any registration of its securities which are not
       Registrable Securities (and, under the circumstances specified in
       Section 2.1(a), its securities which are Registrable Securities) at
       any time prior to the effective date of the registration statement
       relating thereto;

              (ii)   prepare and file with the Commission such amendments and
       supplements to such registration statement and the prospectus used in
       connection therewith as may be necessary to keep such registration
       statement effective and to comply with the provisions of the Securities
       Act with respect to the disposition of all securities covered by such
       registration statement until such time as all of such securities have
       been disposed of in accordance with the intended methods of disposition
       by the seller or sellers thereof set forth in such registration
       statement;





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              (iii)  furnish to each seller of Registrable Securities covered
       by such registration statement such number of conformed copies of such
       registration statement and of each such amendment and supplement thereto
       (in each case including all exhibits), such number of copies of the
       prospectus contained in such registration statement (including each
       preliminary prospectus and any summary prospectus) and any other
       prospectus filed under Rule 424 under the Securities Act, in conformity
       with the requirements of the Securities Act, and such other documents,
       as such seller may reasonably request;

              (iv)   use its best efforts to register or qualify all
       Registrable Securities and other securities covered by such registration
       statement under such other securities or blue sky laws of such
       jurisdictions as each seller thereof shall reasonably request, to keep
       such registration or qualification in effect for so long as such
       registration statement remains in effect, and take any other action
       which may be reasonably necessary or advisable to enable such seller to
       consummate the disposition in such jurisdictions of the securities owned
       by such seller, except that the Company shall not for any such purpose
       be required to qualify generally to do business as a foreign corporation
       in any jurisdiction wherein it would not but for the requirements of
       this subdivision (iv) be obligated to be so qualified or to consent to
       general service of process in any such jurisdiction;

              (v)    use its best efforts to cause all Registrable Securities
       covered by such registration statement to be registered with or approved
       by such other governmental agencies or authorities as may be necessary
       to enable the seller or sellers thereof to consummate the disposition of
       such Registrable Securities;

              (vi)   furnish to each seller of Registrable Securities and each
       Requesting Holder a signed counterpart, addressed to such seller and
       such Requesting Holder (and underwriters, if any) of:

                     (x)    an opinion of counsel for the Company, dated the
              effective date of such registration statement (and, if such
              registration includes an underwritten public offering, dated the
              date of the closing under the underwriting agreement), reasonably
              satisfactory in form and substance to such seller, and

                     (y)    a "comfort" letter, dated the effective date of
              such registration statement (and, if such registration includes
              an underwritten public offering, dated the date of the closing
              under the underwriting agreement), signed by the independent
              public accountants who have certified the Company's financial
              statements included in such registration statement,

       covering substantially the same matters with respect to such
       registration statement (and the prospectus included therein) and, in the
       case of the accountants' letter, with respect to events subsequent to
       the date of such financial statements, as are customarily covered in
       opinions





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       of issuer's counsel and in accountants' letters delivered to the
       underwriters in underwritten public offerings of securities and, in the
       case of the accountants' letter, such other financial matters, and, in
       the case of the legal opinion, such other legal matters, as such seller
       or such Requesting Holder, if any, may reasonably request;

              (vii)  notify each seller of Registrable Securities covered by
       such registration statement and each Requesting Holder, at any time when
       a prospectus relating thereto is required to be delivered under the
       Securities Act, upon discovery that, or upon the happening of any event
       as a result of which, the prospectus included in such registration
       statement, as then in effect, includes an untrue statement of a material
       fact or omits to state any material fact required to be stated therein
       or necessary to make the statements therein not misleading in the light
       of the circumstances under which they were made, and at the request of
       any such seller or Requesting Holder promptly prepare and furnish to
       such seller or Requesting Holder a reasonable number of copies of a
       supplement to or an amendment of such prospectus as may be necessary so
       that, as thereafter delivered to the purchasers of such securities, such
       prospectus shall not include an untrue statement of a material fact or
       omit to state a material fact required to be stated therein or necessary
       to make the statements therein not misleading in the light of the
       circumstances under which they were made;

              (viii) otherwise use its best efforts to comply with all
       applicable rules and regulations of the Commission, and make available
       to its security holders, as soon as reasonably practicable, an earnings
       statement covering the period of at least twelve months, but not more
       than eighteen months, beginning with the first full calendar month after
       the effective date of such registration statement, which earnings
       statement shall satisfy the provisions of Section 11(a) of the Securities
       Act, and will furnish to each such seller at least five business days
       prior to the filing thereof a copy of any amendment or supplement to such
       registration statement or prospectus and shall not file any thereof to
       which any such seller shall have reasonably objected on the grounds that
       such amendment or supplement does not comply in all material respects
       with the requirements of the Securities Act or of the rules or
       regulations thereunder;

              (ix)   provide and cause to be maintained a transfer agent and
       registrar for all Registrable Securities covered by such registration
       statement from and after a date not later than the effective date of
       such registration statement;

              (x)    use its best efforts to cause all Registrable Securities
       covered by such registration statement to be listed on any securities
       exchange on which any of the Registrable Securities are then listed or
       to be quoted by the Nasdaq National Market (or any successor thereto or
       any comparable system) on which any of the Registrable Securities are
       then quoted; and





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              (xi)   enter into such agreements and take such other actions as
       the Requisite Holders shall reasonably request in order to expedite or
       facilitate the disposition of such Registrable Securities.

The Company may require each seller of Registrable Securities as to which any
registration is being effected to furnish the Company such information
regarding such seller and the distribution of such securities as the Company
may from time to time reasonably request in writing.

       Each holder of Registrable Securities agrees by acquisition of such
Registrable Securities that upon receipt of any notice from the Company of the
happening of any event of the kind described in subdivision (vii) of this
Section 2.2, such holder will forthwith discontinue such holder's disposition
of Registrable Securities pursuant to the registration statement relating to
such Registrable Securities until such holder's receipt of the copies of the
supplemented or amended prospectus contemplated by subdivision (vii) of this
Section 2.2.

              2.3    Underwritten Offerings. If the Company at any time
proposes to register any of its securities under the Securities Act as
contemplated by Section 2.1 and such securities are to be distributed by or
through one or more underwriters, the Company will, if requested by any holder
of Warrants or Registrable Securities as provided in Section 2.1 and subject to
the provisions of Section 2.1(b), arrange for such underwriters to include
all the Registrable Securities to be offered and sold by such holder among the
securities to be distributed by such underwriters. The holders of Registrable
Securities to be distributed by such underwriters shall be parties to the
underwriting agreement between the Company and such underwriters and may, at
their option, require that any or all of the representations and warranties by,
and the other agreements on the part of, the Company to and for the benefit of
such underwriters shall also be made to and for the benefit of such holders of
Registrable Securities and that any or all of the conditions precedent to the
obligations of such underwriters under such underwriting agreement be
conditions precedent to the obligations of such holders of Registrable
Securities. Any such holder of Registrable Securities shall not be required to
make any representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding
such holder, such holder's Registrable Securities and such holder's intended
method of distribution and any other representation required by law.

       2.4    Preparation: Reasonable Investigation. In connection with the
preparation and filing of each registration statement under the Securities Act
pursuant to this Agreement, the Company will give the holders of Registrable
Securities registered under such registration statement (or the holders of
Warrants therefor), their underwriters, if any, and their respective counsel
and accountants, the opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed with the
Commission, and each amendment thereof or supplement thereto, and will give
each of them such access to its books and records and such opportunities to
discuss the business of the Company with its officers and the independent
public accountants who have certified its financial statements as shall be
necessary, in the opinion of such





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holders' and such underwriters' respective counsel, to conduct a reasonable
investigation within the meaning of the Securities Act.

              2.5    Rights of Requesting Holders. The Company will not file
any registration statement under the Securities Act, unless it shall first have
given to all holders of Warrants or Registrable Securities at least 30 days
prior written notice thereof and, if so requested by the Requisite Holders,
shall have consulted with such holders concerning the selection of
underwriters, counsel and independent accountants for the Company for such
offering and registration. If such holders shall so request within 30 days
after such notice, each of them shall be a "REQUESTING HOLDER" hereunder and
shall have the rights of a Requesting Holder provided in this section 2.5 and
in sections 2.2, 2.4 and 2.6. The Company further covenants that a Requesting
Holder shall have the right (a) to participate in the preparation of any such
registration or comparable statement and to require the insertion therein of
material furnished to the Company in writing, which in such Requesting Holder's
judgment should be included, and (b) at the Company's expense, to retain
counsel and/or independent public accountants to assist such Requesting Holder
in such participation. In addition, if any such registration statement refers
to any Requesting Holder by name or otherwise as the holder of any securities
of the Company, then such Requesting Holder shall have the right to require (i)
the insertion therein of language, in form and substance satisfactory to such
Requesting Holder, to the effect that the holding by such Requesting Holder of
such securities does not necessarily make such Requesting Holder a "controlling
person" of the Company within the meaning of the Securities Act and is not to
be construed as a recommendation by such Requesting Holder of the investment
quality of the Company's debt or equity securities covered thereby and that
such holding does not imply that such Requesting Holder will assist in meeting
any future financial requirements of the Company, or (ii) in the event that
such reference to such Requesting Holder by name or otherwise is not required
by the Securities Act or any rules and regulations promulgated thereunder, the
deletion of the reference to such Requesting Holder.

              2.6.   Indemnification.

              (a)    Indemnification by the Company. In the event of any
registration of any securities of the Company under the Securities Act, the
Company will, and hereby does, (i) in the case of any registration statement
filed pursuant to Section 2.1 indemnify and hold harmless the seller of any
Registrable Securities covered by such registration statement, its directors
and officers, each other Person who participates as an underwriter in the
offering or sale of such securities and each other Person, if any, who controls
such seller or any such underwriter within the meaning of the Securities Act,
and (ii) in the case of any registration statement of the Company, indemnify
and hold harmless any Requesting Holder, its directors and officers and each
other Person, if any, who controls such Requesting Holder within the meaning of
the Securities Act, in the case of each of clauses (i) and (ii) above, against
any losses, claims, damages or liabilities, joint or several, to which such
seller or Requesting Holder or any such director or officer or underwriter or
controlling person may become subject under the Securities Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise





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out of or are based upon any untrue statement or alleged untrue statement of
any material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary
prospectus, final prospectus or summary prospectus contained therein, or any
amendment or supplement thereto, or any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, or any other noncompliance or alleged
noncompliance with the Securities Act or the applicable underwriting agreement,
and the Company will reimburse such seller, such Requesting Holder and each
such director, officer, underwriter and controlling person for any legal or any
other expenses reasonably incurred by them in connection with investigating or
defending any such loss, claim, liability, action or proceeding; provided that
the Company shall not be liable in any such case to the extent that any such
loss, claim, damage, liability (or action or proceeding in respect thereof) or
expense arises out of or is based upon an untrue statement or alleged untrue
statement or omission or alleged omission made in such registration statement,
any such preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company through an instrument duly executed by
such seller or Requesting Holder, as the case may be, specifically stating that
it is for use in the preparation thereof and, provided further that the Company
shall not be liable to any Person who participates as an underwriter, in the
offering or sale of Registrable Securities or any other Person, if any, who
controls such underwriter within the meaning of the Securities Act, in any such
case to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of such Person's failure
to send or give a copy of the final prospectus, as the same may be then
supplemented or amended, to the Person asserting an untrue statement or alleged
untrue statement or omission or alleged omission at or prior to the written
confirmation of the sale of Registrable Securities to such Person if such
statement or omission was corrected in such final prospectus. Such indemnity
shall remain in full force and effect regardless of any investigation made by
or on behalf of such seller or any such director, officer, underwriter or
controlling person and shall survive the transfer of such securities by such
seller.

              (b)    Indemnification by the Sellers. The Company may require,
as a condition to including any Registrable Securities in any registration
statement filed pursuant to Section 2.1, that the Company shall have received
an undertaking satisfactory to it from the prospective seller of such
securities, to indemnify and hold harmless (in the same manner and to the same
extent as set forth in subdivision (a) of this Section 2.6) the Company, each
director of the Company, each officer of the Company and each other Person, if
any, who controls the Company within the meaning of the Securities Act, with
respect to any statement or alleged statement in or omission or alleged
omission from such registration statement, any preliminary prospectus, final
prospectus or summary prospectus contained therein, or any amendment or
supplement thereto, if such statement or alleged statement or omission or
alleged omission was made in reliance upon and in conformity with written
information furnished to the Company through an instrument duly executed by
such seller specifically stating that it is for use in the preparation of such
registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement. Such indemnity shall remain in full force
and effect, regardless of any investigation made by or on behalf of the Company





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or any such director, officer or controlling Person and shall survive the
transfer of such securities by such seller.

              (c)    Notices of Claims, etc. Promptly after receipt by an
indemnified party of notice of the commencement of any action or proceeding
involving a claim referred to in the preceding subdivisions of this Section
2.6, such indemnified party will, if a claim in respect thereof is to be made
against an indemnifying party, give written notice to the latter of the
commencement of such action, provided that the failure of any indemnified party
to give notice as provided herein shall not relieve the indemnifying party of
its obligations under the preceding subdivisions of this Section 2.6, except to
the extent that the indemnifying party is actually prejudiced by such failure
to give notice. In case any such action is brought against an indemnified
party, unless in such indemnified party's reasonable judgment a conflict of
interest between such indemnified and indemnifying parties may exist in respect
of such claim, the indemnifying party shall be entitled to participate in and
to assume the defense thereof, jointly with any other indemnifying party
similarly notified to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party, and after notice from the indemnifying
party to such indemnified party of its election so to assume the defense
thereof, the indemnifying party shall not be liable to such indemnified party
for any legal or other expenses subsequently incurred by the latter in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation.

              (d)    Other Indemnification. Indemnification similar to that
specified in the preceding subdivisions of this Section 2.6 (with appropriate
modifications) shall be given by the Company and each seller of Registrable
Securities with respect to any required registration or other qualification of
securities under any Federal or state law or regulation of any governmental
authority other than the Securities Act.

              (e)    Indemnification Payments. The indemnification required by
this Section 2.6 shall be made by periodic payments of the amount thereof
during the course of the investigation or defense as and when bills are
received or expense, loss, damage or liability is incurred.

              2.7    Adjustments Affecting Registrable Securities. The Company
will not effect or permit to occur any combination or subdivision of shares
which would adversely affect the ability of the holders of Registrable
Securities or Warrants therefor to include such Registrable Securities in any
registration of its securities contemplated by this Section 2 or the
marketability of such Registrable Securities under any such registration.





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       3.     Definitions. As used herein, unless the context otherwise
requires, the following terms have the following respective meanings:

              "COMMISSION" shall mean the Securities and Exchange Commission or
       any other Federal agency at the time administering the Securities Act.

              "COMMON STOCK" shall have the meaning specified in Section 1.

              "COMPANY" shall have the meaning specified in the introductory
       paragraph of this Agreement.

              "EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, or
       any similar Federal statute, and the rules and regulations of the
       Commission thereunder, all as the same shall be in effect at the time.
       Reference to a particular section of the Securities Exchange Act of 1934
       shall include a reference to the comparable section, if any, of any such
       similar Federal statute.

              "OTHER SECURITIES" shall have the meaning specified in Section 
       2.1(b).

              "PERSON" shall mean a corporation, an association, a partnership,
       a business, an individual, a governmental or political subdivision
       thereof or a governmental agency.

              "PURCHASE AGREEMENT" shall have the meaning specified in 
       Section 1.

              "PURCHASER" and "PURCHASERS" shall have the respective meanings
       specified in the introductory paragraph of this Agreement.

              "REGISTRABLE SECURITIES" shall mean (a) any shares of Common
       Stock issued or issuable upon exercise of any of the Warrants and (b)
       any securities issued or issuable with respect to any such Common Stock
       by way of stock dividend or stock split or in connection with a
       combination of shares, recapitalization, merger, consolidation or other
       reorganization or otherwise. As to any particular Registrable
       Securities, once issued such securities shall cease to be Registrable
       Securities when (i) a registration statement with respect to the sale of
       such securities shall have become effective under the Securities Act and
       such securities shall have been disposed of in accordance with such
       registration statement, (ii) they shall have been distributed to the
       public pursuant to Rule 144 (or any successor provision) under the
       Securities Act, (iii) they shall have been otherwise transferred, new
       certificates for them not bearing a legend restricting further transfer
       shall have been delivered by the Company and subsequent disposition of
       them shall not require registration or qualification of them under the
       Securities Act or any similar state law then in force, or (iv) they
       shall have ceased to be outstanding.





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              "REGISTRATION EXPENSES" shall mean all expenses incident to the
       Company's performance of or compliance with Section 2, including,
       without limitation, all registration, filing and National Association of
       Securities Dealers fees, all fees and expenses of complying with
       securities or blue sky laws, all word processing, duplicating and
       printing expenses, messenger and delivery expenses, the fees and
       disbursements of counsel for the Company and of its independent public
       accountants, including the expenses of any special audits or "cold
       comfort" letters required by or incident to such performance and
       compliance, the fees and disbursements incurred by the holders of
       Registrable Securities to be registered and the holders of Warrants
       therefor (but excluding the fees and disbursements of any counsel other
       than the single law firm retained by the Requisite Holders on behalf of
       all such holders), premiums and other costs of policies of insurance
       against liabilities arising out of the public offering of the
       Registrable Securities being registered and any fees and disbursements
       of underwriters customarily paid by issuers or sellers of securities,
       but excluding underwriting discounts and commissions and transfer taxes,
       if any, provided that, in any case where Registration Expenses are not
       to be borne by the Company, such expenses shall not include salaries of
       Company personnel or general overhead expenses of the Company, auditing
       fees, premiums or other expenses relating to liability insurance
       required by underwriters of the Company or other expenses for the
       preparation of financial statements or other data normally prepared by
       the Company in the ordinary course of its business or which the Company
       would have incurred in any event.

              "REQUESTING HOLDER" shall have the meaning specified in 
       Section 2.5.

              "REQUISITE HOLDERS" shall mean, with respect to any registration
       of Registrable Securities by the Company pursuant to Section 2, any
       holder or holders of 66 2/3% (by number of shares) of the Registrable
       Securities to be so registered or of Warrants for such Registrable
       Securities.

              "SECURITIES ACT" shall mean the Securities Act of 1933, or any
       similar Federal statute, and the rules and regulations of the Commission
       thereunder, all as of the same shall be in effect at the time.
       References to a particular section of the Securities Act of 1933 shall
       include a reference to the comparable section, if any, of any such
       similar Federal Statute.

       4.     Rule 144: If the Company shall have filed a registration
statement pursuant to the requirements of Section 12 of the Exchange Act or a
registration statement pursuant to the requirements of the Securities Act, the
Company will file the reports required to be filed by it under the Securities
Act and the Exchange Act and the rules and regulations adopted by the
Commission thereunder (or, if the Company is not required to file such reports,
will, upon the request of any holder of Warrants or Registrable Securities,
make publicly available other information) and will take such further action as
any holder of Warrants or Registrable Securities may reasonably request, all to
the extent required from time to time to enable such holder to sell Registrable
Securities without registration under the Securities Act within the limitation
of the exemptions provided by (a)





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Rule 144 under the Securities Act, as such Rule may be amended from time to
time or (b) any similar rule or regulation hereafter adopted by the Commission.
Upon the request of any holder of Warrants or Registrable Securities, the
Company will deliver to such holder a written statement as to whether it has
complied with such requirements.

       5.     Amendments and Waivers. This Agreement may be amended and the
Company may take any action herein prohibited or omit to perform any act herein
required to be performed by it, only if the Company shall have obtained the
written consent to such amendment, action or omission to act, of the Requisite
Holders. Each holder of any Warrants or Registrable Securities at the time or
thereafter outstanding shall be bound by any consent authorized by this Section
5, whether or not such Registrable Securities shall have been marked to
indicate such consent.

       6.     Nominees for Beneficial Owners. In the event that any Registrable
Securities are held by a nominee for the beneficial owner thereof, the
beneficial owner thereof may, at its election, be treated as the holder of such
Warrants or Registrable Securities for purposes of any request or other action
by any holder or holders of Warrants or Registrable Securities pursuant to this
Agreement or any determination of any number or percentage of shares of
Warrants or Registrable Securities held by any holder or holders of Warrants or
Registrable Securities contemplated by this Agreement. If the beneficial owner
of any Warrants or Registrable Securities so elects, the Company may require
assurances reasonably satisfactory to it of such owner's beneficial ownership
of such Warrants or Registrable Securities.

       7.     Notices. All communications provided for hereunder shall be sent
by first-class mail and (a) if addressed to a party other than the Company,
addressed to such party in the manner set forth in the Purchase Agreement, or
at such other address as such party shall have furnished to the Company in
writing, or (b) if addressed to the Company, at 2121 San Jacinto, Suite 2200,
Dallas, Texas 75201, Attention: President, or at such other address, or to the
attention of such other officer, as the Company shall have furnished to each
holder of Warrants or Registrable Securities at the time outstanding; provided,
however, that any such communication to the Company may also, at the option of
any of the parties hereunder, be either delivered to the Company at its address
set forth above or to any officer of the Company.

       8.     Assignment. This Agreement shall be binding upon and inure to the
benefit of and be enforceable by the parties hereto and their respective
successors and assigns. In addition, and whether or not any express assignment
shall have been made, the provisions of this Agreement which are for the
benefit of the parties hereto other than the Company shall also be for the
benefit of and enforceable by any subsequent holder of any Warrants or
Registrable Securities, subject to the provisions respecting the minimum
numbers or percentages of shares of Warrants or Registrable Securities required
in order to be entitled to certain rights, or take certain actions contained
herein.





                                       11
<PAGE>   12
       9.     Descriptive Headings. The descriptive headings of the several
sections and paragraphs of this Agreement are inserted for reference only and
shall not limit or otherwise affect the meaning hereof.

       10.    Specific Performance. The parties hereto recognize and agree that
money damages may be insufficient to compensate the holders of any Warrants or
Registrable Securities for breaches by the Company of the terms hereof and,
consequently, that the equitable remedy of specific performance of the terms
hereof will be available in the event of any such breach.

       11.    Governing Law. This Agreement shall be construed and enforced in
accordance with, and the rights of the parties shall be governed by, the laws
of the State of New York.

       12.    Counterparts. This Agreement may be executed simultaneously in
any number of counterparts, each of which shall be deemed an original, but all
such counterparts shall together constitute one and the same instrument.

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              IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered by their respective officers thereunto duly authorized
as of the date first above written.


                                            CLARK/BARDES, INC.


                                            By: /s/ MELVIN TODD
                                               --------------------------------
                                               Name: Melvin Todd
                                               Title: CEO

                                            GREAT-WEST LIFE & ANNUITY
                                            INSURANCE COMPANY

                                            By:  
                                               --------------------------------
                                               Name:
                                               Title:


                                            By:  
                                               --------------------------------
                                               Name:
                                               Title:

                                            LIFE INVESTORS INSURANCE COMPANY
                                            OF AMERICA


                                            By:  
                                               --------------------------------
                                               Name:
                                               Title: