<PAGE>   1
                                                                   EXHIBIT 10.37



        =================================================================


                               CLARK/BARDES, INC.


                                   $8,900,000

                      11.00% SECOND PRIORITY SENIOR SECURED
                            NOTES DUE AUGUST 9, 2004



                                 ---------------

                       AMENDED AND RESTATED NOTE AGREEMENT

                                 ---------------


                          DATED AS OF __________, 1998


       =================================================================


<PAGE>   2

                                TABLE OF CONTENTS

                             (Not Part of Agreement)

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>       <C>                                                                                                    <C>
PARAGRAPH 1.  AUTHORIZATION OF ISSUE OF NOTES.....................................................................2
         1A.      Authorization of Issues of Notes................................................................2

PARAGRAPH 2.  ASSUMPTION OF OBLIGATIONS; EXCHANGE OF NOTES........................................................3
         2A.      Assumption of Original Notes and Other Obligations..............................................3

PARAGRAPH 3.  CONDITIONS PRECEDENT................................................................................3

3.       Conditions to Closing....................................................................................3
         3A.      Certain Documents...............................................................................3
         3B.      Representations and Warranties; No Default; No Material Adverse Change..........................6
         3C.      Delivery and Acceptance Permitted By Applicable Laws............................................6
         3D.      Completion of Due Diligence.....................................................................7
         3E.      Other Information...............................................................................7
         3F.      Related Proceedings.............................................................................7
         3G.      Consummation of Merger..........................................................................7
         3J.      Termination of Shareholders' Agreement..........................................................8
         3K.      Delivery of Notes to Other Existing Holders.....................................................8
         3L.      Proceedings.....................................................................................8
         3M.      Accrued Interest................................................................................8
         3N.      Fees............................................................................................8

4.  PREPAYMENTS...................................................................................................8
         4A.      Required Prepayments............................................................................8
         4B.      Optional Prepayment of Notes....................................................................8
         4C.      Offer to Prepay Notes in the Event of a Change in Control or a Revenue
                  Maintenance Event...............................................................................9
         4D.      Partial Payments Pro Rata......................................................................10
         4E.      Retirement of Notes............................................................................10

5.  AFFIRMATIVE COVENANTS........................................................................................11
         5A(1).   Information as to Company......................................................................11
         5A(2).   Officer's Certificate..........................................................................14
         5B.      Information Required by Rule 144A..............................................................15
         5C.      Inspection.....................................................................................15
         5D.      Covenant to Secure Notes Equally...............................................................15
         5E.      Corporate Existence, Licenses and Permits; Maintenance of Properties...........................16
</TABLE>



                                       ii

<PAGE>   3


<TABLE>

<S>      <C>                                                                                                    <C>
         5F.      Maintenance of Material Contracts..............................................................16
         5G.      Maintenance of Insurance.......................................................................16
         5H.      Payment of Taxes and Other Claims..............................................................16
         5I.      ERISA Compliance...............................................................................17
         5J.      Compliance with Laws...........................................................................17
         5K.      Collateral.....................................................................................17
         5L.      Performance of Obligations.....................................................................18
         5M.      Maintenance of Key Sales Force.................................................................18
         5N.      Pledge of Notes Payable........................................................................18
         5O.      Maintenance of Key Man Life Insurance Policies.................................................18
         5P.      Creation and Maintenance of Working Capital Facility...........................................18

6.  NEGATIVE COVENANTS...........................................................................................19
         6A.      Total Debt to Annualized Cash Flow Ratio.......................................................19
         6B.      Limitation on Restricted Payments..............................................................19
         6C.      Maintenance of Minimum Consolidated Net Worth and
                  Consolidated Net Income........................................................................20
         6D.      Discounted Commission Fees to Total Debt Ratio.................................................20
         6E.      Interest Coverage Ratio........................................................................20
         6F.      Fixed Charge Coverage Ratio....................................................................20
         6G.      Liens, Indebtedness, and Other Restrictions....................................................21
         6H.      Change of Fiscal Year..........................................................................25
         6I.      Change of Business.............................................................................25
         6J.      Certificates of Incorporation; Bylaws; Trade Names.............................................25
         6K.      Other Agreements...............................................................................25
         6L.      Limitation on Certain Restrictive Agreements...................................................25
         6M.      ERISA Matters..................................................................................25
         6N.      Only One Class of Capital Stock................................................................26
         6O.      Prohibition Against Payments and Prepayments of Certain Indebtedness...........................26
         6P.      No Subsidiaries................................................................................26
         6Q.      Restrictions on Issuances of Common Stock......................................................27
         6R.      Restrictions Upon the Amendment of Certain Documents...........................................27
         6S.      Limitation on Amount of S Corporation Tax Distributions........................................27
         6T.      Prohibition Against Phantom Stock..............................................................27

7.  EVENTS OF DEFAULT............................................................................................28
         7A.      Acceleration...................................................................................28
         7B.      Rescission of Acceleration.....................................................................31
         7C.      Notice of Acceleration or Rescission...........................................................31
         7D.      Right of Set-off...............................................................................31
         7E.      Notice to Holders of Subordinated Debt; Payment Block..........................................32
         7F.      Other Remedies.................................................................................32
</TABLE>



                                       iii

<PAGE>   4

<TABLE>

<S>               <C>                                                                                           <C>
8.  REPRESENTATIONS, COVENANTS AND WARRANTIES....................................................................32
         8A.      Organization and Qualification.................................................................32
         8B.      Financial Statements...........................................................................32
         8C.      Actions Pending................................................................................33
         8D.      Outstanding Indebtedness.......................................................................33
         8E.      Title to Properties............................................................................34
         8F.      Possession of Franchises, Licenses, Patents and Trademarks.....................................34
         8G.      Taxes..........................................................................................34
         8H.      Conflicting Agreements and Other Matters.......................................................35
         8I.      Offering of the Original Notes.................................................................36
         8J.      Use of Proceeds................................................................................36
         8K.      ERISA..........................................................................................36
         8L.      Governmental Consent...........................................................................37
         8M.      Environmental Compliance.......................................................................37
         8N.      Fiscal Year....................................................................................37
         8O.      Disclosure.....................................................................................37
         8P.      Investment Company Act.........................................................................37
         8Q.      Other Regulation...............................................................................38
         8R.      Other Representations and Warranties...........................................................38
         8S.      Solvency.......................................................................................38
         8T.      Employment Agreements, Non-Competition Agreements
                  and Principal Office Agreements................................................................38
         8U.      Insurance Licenses.............................................................................38
         8V.      Undisclosed Liabilities.  .....................................................................38
         8W.      Legal Compliance...............................................................................38
         8X.      Certain Tax Matters............................................................................39
         8Y.      Sales Representatives..........................................................................39
         8Z.      Contracts......................................................................................39
         8AA.     Assignment of Insurance Contracts.  ...........................................................40
         8BB.     Satisfaction of Conditions Precedent to the Schoenke Acquisition,
                  the Merger and the IPO.........................................................................40
         8CC.     Compliance with Laws...........................................................................41
         8DD.     Condition of Property..........................................................................41
         8EE.     Books and Records.  ...........................................................................41
         8FF.     Additional Disclosure..........................................................................41
         8GG.     Satisfaction of Conditions Precedent...........................................................41
         8HH.     Certain Affiliates.............................................................................41

9.  REPRESENTATIONS OF EACH PURCHASER............................................................................41
         9A.      Nature of Purchase.............................................................................41
         9B.      Source of Funds................................................................................41

10.  DEFINITIONS.................................................................................................42
</TABLE>



                                       iv

<PAGE>   5

<TABLE>

<S>      <C>                                                                                                    <C>
         10A.     Defined Terms..................................................................................43
         10B.     Accounting Principles, Terms and Determinations................................................58

11.  MISCELLANEOUS...............................................................................................59
         11A.     Note Payments..................................................................................59
         11B.     Expenses.......................................................................................59
         11C.     Consent to Amendments..........................................................................59
         11D.     Form, Registration, Transfer and Exchange of Notes; Lost Notes.................................60
         11E.     Persons Deemed Owners; Participations..........................................................60
         11F.     Survival of Representations and Warranties; Entire Agreement...................................61
         11G.     Successors and Assigns.........................................................................61
         11H.     Disclosure to Other Persons....................................................................61
         11I.     Notices........................................................................................62
         11J.     Payments Due on Non-Business Days..............................................................62
         11K.     Satisfaction Requirement.......................................................................62
         11L.     Governing Law..................................................................................62
         11M.     Waiver of Jury Trial; Consent to Jurisdiction; Limitation of Remedies..........................62
         11N.     Indemnification................................................................................64
         11O.     RELEASE........................................................................................65
         11P.     Relationship of the Parties....................................................................65
         11Q.     FINAL AGREEMENT................................................................................66
         11R.     Construction.  ................................................................................66
         11S.     Severability...................................................................................66
         11T.     Descriptive Headings...........................................................................66
         11U.     Maximum Interest Payable.......................................................................67
         11V.     Counterparts...................................................................................67
         11W.     Severalty of Obligations.......................................................................67
</TABLE>



                                        v

<PAGE>   6


INFORMATION SCHEDULE

SCHEDULE 6G(4)            -       CERTAIN LOANS, ADVANCES AND INVESTMENTS
SCHEDULE 6M               -       DESCRIPTION OF BENEFITS PROVIDED BY PLANS
SCHEDULE 8C               -       LITIGATION
SCHEDULE 8D               -       INDEBTEDNESS
SCHEDULE 8H               -       AGREEMENTS RESTRICTING INDEBTEDNESS
SCHEDULE 8T               -       MATERIAL EMPLOYMENT AGREEMENTS, NON-
                                  COMPETITION AGREEMENTS AND PRINCIPAL
                                  OFFICE AGREEMENTS
SCHEDULE 8U               -       INSURANCE LICENSES
SCHEDULE 8Z               -       CONTRACTS
SCHEDULE 8FF(1)           -       PERFORMANCE BONUSES
SCHEDULE 8FF(2)           -       PLANS AND MULTIEMPLOYER PLANS
SCHEDULE 8FF(3)           -       INTELLECTUAL PROPERTY
SCHEDULE A                -       COMPETITORS

EXHIBIT A                 -       FORM OF NOTE
EXHIBIT B-1               -       FORM OF OPINION OF COMPANY'S COUNSEL
EXHIBIT B-2               -       FORM OF OPINION OF COMPANY'S GENERAL
                                  COUNSEL
EXHIBIT C                 -       FORM OF OFFICER'S CERTIFICATE
EXHIBIT D                 -       FORM OF COMPLIANCE CERTIFICATE
EXHIBIT E                 -       FORM OF GUARANTY



                                       vi

<PAGE>   7

                       AMENDED AND RESTATED NOTE AGREEMENT

                  THIS AMENDED AND RESTATED NOTE AGREEMENT (this "AGREEMENT") is
entered into as of _______________, 1998, among CLARK/BARDES, INC., a Delaware
corporation (the "COMPANY"), and each of the institutions named in the
Information Schedule attached hereto (the "EXISTING HOLDERS").

                                    RECITALS

         A. Clark/Bardes, Inc., a Texas corporation ("CBI-TEXAS"), and the
Existing Holders entered into that certain Note and Warrant Purchase Agreement
dated as of September 8, 1997 (the "ORIGINAL NOTE AGREEMENT") pursuant to which
CBI-Texas issued and sold to the Existing Holders (i) its 11.00% Second Priority
Senior Secured Notes due August 9, 2004 in the aggregate original principal
amount of $8,900,000 (the "ORIGINAL NOTES") and (ii) Common Stock Purchase
Warrants (the "WARRANTS") evidencing rights to purchase from CBI-Texas an
aggregate of 3,050,847 shares of CBI-Texas' common stock, no par value per
share.

         B. CBI-Texas entered into a letter agreement with each of the Existing
Holders, each dated as of June 11, 1998 (collectively, the "WARRANT PURCHASE
AGREEMENTS"), pursuant to which CBI-Texas agreed to purchase, and such Existing
Holder agreed to sell, the Warrants held by such Existing Holder, upon and
subject to the terms and conditions set forth therein, which purchase and sale
is to be consummated immediately prior to the issuance and delivery hereunder of
the Notes (as hereinafter defined) and as a condition to the obligation of the
Existing Holders to accept delivery of such Notes.

         C. Pursuant to the terms of that certain Reorganization Agreement dated
as of _________, 1998 by and among Clark/Bardes Holdings, Inc., a Delaware
corporation and the owner of all outstanding capital stock of the Company
("CBH"), the Company and CBI-Texas (the "REORGANIZATION AGREEMENT"), CBI-Texas
has on __________, 1998 merged with and into the Company (the "MERGER"), with
the Company continuing as the surviving corporation of the Merger.

         D. Pursuant to the terms and conditions of the Reorganization
Agreement, as well as by operation of law, the Company has assumed all
liabilities and obligations of CBI-Texas, including without limitation (i) all
liabilities and obligations under the Original Notes, the Original Note
Agreement, the Security Documents (as defined in the Original Note Agreement)
and all other instruments and agreements executed and delivered by CBI-Texas in
connection with the Original Note Agreement (collectively, the "ORIGINAL NOTE
DOCUMENTS"), and (ii) all liabilities and obligations under the Warrant Purchase
Agreements.

         E. Contemporaneously with the consummation of the Merger, CBH has
effected a registered public offering of 4,000,000 shares of its common stock,
par value $.01, at an initial offering price of $______ per share (the "IPO").




<PAGE>   8

         F. The Company and the Existing Holders have agreed that (i) in
furtherance of the assumption of CBI-Texas' liabilities and obligations to be
effected pursuant to the Reorganization Agreement, the Company will expressly
assume CBI-Texas' liabilities and obligations under the Original Note Agreement,
the Original Notes (and any replacements thereof) and the other Original Note
Documents, (ii) in connection with such assumption, each Existing Holder will
surrender the Original Note held by it for one or more notes of the Company of
like principal amount and otherwise in substance of like terms as the Original
Note surrendered, except that such replacement notes shall bear interest at the
rate of ____% per annum, (iii) the Original Note Agreement will be amended and
restated in its entirety hereby to reflect, among other things, the assumption
of the Original Notes by the Company and (iv) CBH will guarantee the obligations
of the Company under such replacement notes, this Agreement, the Security
Documents (as hereinafter defined), and the other Second Priority Note Documents
(as hereinafter defined).

                  NOW, THEREFORE, to accomplish the matters contemplated by the
immediately preceding recitals and in consideration of the mutual premises
herein contained and for other valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Original Note Agreement is
hereby amended and restated in its entirety as follows:

         PARAGRAPH 1.  AUTHORIZATION OF ISSUE OF NOTES.

         1A. AUTHORIZATION OF ISSUES OF NOTES. To evidence the Company's
assumption of the obligations of CBI-Texas under the Original Notes pursuant to
paragraph 2A, the Company will authorize the issue of its ____% second priority
senior secured promissory notes in the aggregate principal amount of $8,900,000,
to be dated the date of issue thereof, to mature August 9, 2004, to bear
interest on the unpaid balance thereof from the date thereof until the principal
thereof shall have become due and payable at a rate of ____% per annum and on
overdue payments at the rate specified therein; such ____% second priority
senior secured promissory notes shall be substantially in the form of Exhibit A
attached hereto. The term "NOTES" as used herein shall include each such ____%
second priority senior secured promissory note delivered pursuant to any
provision of this Agreement and each such ____% senior secured promissory note
delivered in substitution or exchange for any other Note pursuant to any such
provision. Capitalized terms used herein have the meanings specified in
paragraph 10.



                                        2

<PAGE>   9

         PARAGRAPH 2.  ASSUMPTION OF OBLIGATIONS; EXCHANGE OF NOTES.

         2A. ASSUMPTION OF ORIGINAL NOTES AND OTHER OBLIGATIONS. Effective upon
the Date of Closing (as hereinafter defined), the Company hereby expressly
assumes the due and punctual payment of the principal of and interest on the
Original Notes, as amended, restated and replaced by the Notes, and the due and
punctual performance and observance of all of the covenants and conditions to be
performed and observed by CBI-Texas under (i) the Original Note Agreement, as
amended and restated hereby, and (ii) the other Original Note Documents, as each
may be amended and restated by a Second Priority Note Document executed and
delivered in connection herewith.

         2B. EXCHANGE OF NOTES. To evidence the Company's assumption of such
obligations pursuant to paragraph 2A, the Company agrees to deliver to each
Existing Holder and, subject to the terms and conditions herein set forth, each
Existing Holder agrees to accept from the Company, the Notes set forth opposite
such Existing Holder's name in the Information Schedule attached hereto. The
Company will deliver to each Existing Holder, at the offices of Baker & Botts,
L.L.P. at 2001 Ross Avenue, Dallas, Texas 75201, one or more Notes registered in
such Existing Holder's name, evidencing the aggregate principal amount of Notes
to be delivered to such Existing Holder and in the denomination or denominations
specified with respect to each Existing Holder in the Information Schedule
attached hereto on the date of closing, which shall be ___________, 1998 or any
other date on or before _____________, 1998 upon which the Company and the
Existing Holders may mutually agree (the "CLOSING" or the "DATE OF CLOSING").

         PARAGRAPH 3.  CONDITIONS PRECEDENT.

         3. CONDITIONS TO CLOSING. Each Existing Holder's obligation to accept
the Notes to be delivered to such Existing Holder hereunder is subject to the
satisfaction, on or before the Date of Closing, of the following conditions:

                  3A. CERTAIN DOCUMENTS. Each Existing Holder shall have
received the following, each dated the Date of Closing (unless a different date
is indicated below), and each in form, scope and substance satisfactory to such
Existing Holder:

                  (i) the Notes to be delivered to the Existing Holders, duly 
         executed and delivered by the Company;

                  (ii) a certified copy of the resolutions of the Board of
         Directors of the Company approving each of the Second Priority Note
         Documents to which it is a party, and certified copies of all documents
         evidencing other necessary corporate action and governmental approvals,
         if any, with respect to each of the Second Priority Note Documents to
         which it is a party;

                  (iii) a certificate of the Secretary or an Assistant Secretary
         of the Company certifying the names and true signatures of the officers
         of the Company authorized to sign



                                        3

<PAGE>   10

         the Second Priority Note Documents to which it is a party and the 
         other documents to be delivered hereunder by the Company;

                  (iv) a certified copy of the Certificate of Incorporation
         (certified by the Secretary of State of the State of Delaware) and
         bylaws, each as amended to date, of the Company;

                  (v)      the Guaranty, duly executed and delivered by CBH;

                  (vi) a certified copy of the resolutions of the Board of
         Directors of CBH approving the Guaranty and each of the other Second
         Priority Note Documents to which it is a party, and certified copies of
         all documents evidencing other necessary corporate action and
         governmental approvals, if any, with respect to the Guaranty and each
         of the other Second Priority Note Documents to which it is a party;

                  (vii) a certificate of the Secretary or an Assistant Secretary
         of CBH certifying the names and true signatures of the officers of CBH
         authorized to sign the Guaranty and the other Second Priority Note
         Documents to which it is a party and the other documents to be
         delivered hereunder by CBH;

                  (viii) a certified copy of the Certificate of Incorporation
         (certified by the Secretary of State of the State of Delaware) and
         bylaws, each as amended to date, of CBH;

                  (ix) favorable opinions of Vedder, Price, Kaufman & Kammholz,
         counsel to the Company and CBH, and Keith Staudt, General Counsel to
         the Company and CBH, substantially in the form of Exhibit B-1 and
         Exhibit B-2 attached hereto, respectively;

                  (x) a favorable opinion of Baker & Botts, L.L.P., who are
         acting as special counsel for the Existing Holders in connection with
         this transaction, as to such matters incident to the matters herein
         contemplated as such Existing Holder may reasonably request;

                  (xi) reliance letters in respect of any other legal opinions
         (such legal opinions to be in form, scope and substance satisfactory to
         such Existing Holder) delivered in connection with the IPO, the Merger,
         the Schoenke Acquisition and the other transactions related thereto
         (provided that, with respect to the Schoenke Acquisition, the Company
         shall not be required to deliver such reliance letters if, after
         exercising its best efforts, it has been unable to obtain such reliance
         letters);

                  (xii) certified copies of Requests for Information or Copies
         (Form UCC-11) or equivalent reports listing all effective financing
         statements which name the Company or any of the Schoenke Companies
         (under any of their present names and any previous names) as debtor and
         which are filed in all jurisdictions in which the Company or any of the
         Schoenke Companies own property or conduct business, together with
         copies of such financing statements;



                                        4

<PAGE>   11

                  (xiii) the Collateral Agency Agreement, duly executed and
         delivered by the Collateral Agent, the Company and the holder of the
         Medium Term Note;

                  (xiv) the Perfection Certificate, duly executed and delivered
         by the Company;

                  (xv)     the Assignments of Life Insurance Policy, each duly 
         executed and delivered by the Company and W. T. Wamberg;

                  (xvi) an Officer's Certificate substantially in the form of
         Exhibit C attached hereto, duly executed and delivered by each of CBH
         and the Company;

                  (xvii) a certified copy of the Tax Indemnification Agreement,
         duly executed and delivered by the Company and the shareholders of
         CBI-Texas immediately prior to the consummation of the Merger, the
         terms and conditions of which shall be in full force and effect and
         shall not have been amended, modified or waived except with such
         Existing Holder's prior written consent;

                  (xviii) a certified copy of the Wamberg Principal Office
         Agreement, duly executed and delivered by the Company, W.T. Wamberg and
         The Wamberg Organization, Inc., amended as provided in the Registration
         Statement, the terms and conditions of which shall be in full force and
         effect and shall not have been further amended, modified or waived
         except with such Existing Holder's prior written consent;

                  (xix) certified copies of (a) each of the IPO Documents and
         Merger Documents, the terms and conditions of which shall be in full
         force and effect and shall not have been amended, modified or waived
         except with such Existing Holder's prior written consent, and (b) (x)
         the Schoenke Acquisition Agreement and any other Schoenke Acquisition
         Documents executed and delivered by the parties thereto on or prior to
         the Date of Closing, the terms and conditions of which shall be in full
         force and effect and shall not have been amended, modified or waived
         except with such Existing Holder's prior written consent, together with
         (y) the most recent drafts of any Schoenke Acquisition Documents which
         have not been executed and delivered by the parties thereto on or
         before the Date of Closing;

                  (xx) copies of (a) (x) a pro forma balance sheet and pro forma
         statements of income, changes in shareholders' equity and cash flow for
         each of the Company and each division thereof for the fiscal year ended
         December 31, 1997 (giving effect to the Schoenke Acquisition, the
         Merger and the IPO) and (y) a pro forma balance sheet as at [JUNE 30,
         1998] and pro forma statements of income, changes in shareholders'
         equity and cash flow for the [SIX-MONTH] period ended on such date for
         each of the Company and each division thereof (giving effect to the
         Schoenke Acquisition, the Merger and the IPO), certified by an
         authorized financial officer of the Company and (b) good-faith,
         projected, pro forma financial statements (including, without
         limitation, balance sheets and statements of income, changes in
         shareholders' equity and cash flow) for each of the Company and each
         division



                                        5

<PAGE>   12

         thereof for fiscal years 1998 through 2002 (giving effect to the 
         Schoenke Acquisition, the Merger and the IPO);

                  (xxi) the Security Documents, duly executed and delivered by
         the Company;

                  (xxii) all Uniform Commercial Code financing statements deemed
         necessary or appropriate by such Existing Holder to perfect and
         maintain the priority of the Liens in favor of the Collateral Agent
         arising under the Security Documents (as defined in the Original Note
         Agreement), the Security Documents (as defined in this Agreement), duly
         executed and delivered by the Company, to be recorded with the
         appropriate filing offices;

                  (xxiii) certificates of insurance naming the Collateral Agent
         as loss payee and the Collateral Agent and all holders of Notes as
         additional insureds, as required by paragraph 5G; and

                  (xxiv) additional documents, lien and judgment searches,
         certificates of officers of the Company and the Schoenke Companies,
         certificates of public officials and opinions of counsel to the Company
         and the Schoenke Companies with respect to legal matters or corporate
         or other proceedings related to the transactions contemplated hereby or
         by the Schoenke Acquisition, the Merger or the IPO as may be requested
         by such Existing Holder.

         3B. REPRESENTATIONS AND WARRANTIES; NO DEFAULT; NO MATERIAL ADVERSE
CHANGE. The representations and warranties contained in this Agreement, the
other Second Priority Note Documents, the Schoenke Acquisition Documents, the
Merger Documents and the IPO Documents shall be true on and as of the Date of
Closing, except to the extent of changes caused by the transactions herein
contemplated; there shall exist on the Date of Closing no Event of Default or
Default hereunder, and no Event of Default or Default under and as such terms
are defined in the Original Note Agreement shall have occurred and be continuing
immediately prior to the execution and delivery of this Agreement; there shall
exist or have occurred no condition, event or act which could have a material
adverse effect on the business, condition (financial or other), assets,
properties, operations or prospects of CBH and the Company, and CBH and the
Company shall each have delivered to such Existing Holder an Officer's
Certificate, dated the Date of Closing, to such effects.

         3C. DELIVERY AND ACCEPTANCE PERMITTED BY APPLICABLE LAWS. The delivery
by the Company of, and the acceptance by such Existing Holder of, the Notes to
be delivered to such Existing Holder on the Date of Closing on the terms and
conditions herein provided shall not violate any applicable law or governmental
regulation (including, without limitation, section 5 of the Securities Act or
Regulation U or X of the Board of Governors of the Federal Reserve System) and
shall not subject such Existing Holder to any tax, penalty, liability or other
onerous condition under or pursuant to any applicable law or governmental
regulation, and such Existing Holder shall have received such certificates or
other evidence as it may request to establish compliance with this condition.



                                        6

<PAGE>   13

         3D. COMPLETION OF DUE DILIGENCE. The Company shall have completed its
due diligence investigation with respect to the business and assets of the
Schoenke Companies, and such Existing Holder shall have received such
information, analyses and documentation with respect thereto (including, without
limitation, the projected revenues of the Schoenke Companies and analyses
thereof (both historical and prospective) by geographical area, agent and office
and client or prospective client) as it may request.

         3E. OTHER INFORMATION. Such Existing Holder shall have received all
documentation and information relating to the business, assets and capital
structure of CBH, the Company and the Schoenke Companies as it may reasonably
request, and such Existing Holder shall have had an opportunity to review such
documentation and information and discuss the same with the management of CBH,
the Company and the Schoenke Companies.

         3F. RELATED PROCEEDINGS. All corporate and other proceedings taken or
to be taken in connection with (i) the Schoenke Acquisition, (ii) the Merger,
(iii) the IPO, (iv) the Company's execution and delivery to such Existing Holder
of the Senior Notes pursuant to the Senior Note Agreement and (v) the other
transactions contemplated hereby and thereby, and all documents incident
thereto, shall be satisfactory in form, scope and substance to such Existing
Holder (including, without limitation, the terms and conditions of any
promissory note payable by any of the Schoenke Companies or the Company to any
stockholder of any of the Schoenke Companies), and such Existing Holder shall
have received all such counterpart originals or certified or other copies of
such documents as it may reasonably request.

         3G. CONSUMMATION OF MERGER. Such Existing Holder shall have received
satisfactory evidence that the Merger has been consummated prior to or
concurrently with the delivery of the Notes and the Senior Notes, pursuant to
and in accordance with the terms and conditions of the Merger Documents (no
terms thereof having been amended, supplemented, waived or otherwise modified
without such Existing Holder's prior written consent).

         3H. CONSUMMATION OF IPO. Such Existing Holder shall have received
satisfactory evidence that (i) the IPO has been consummated on or before
December 31, 1998 and prior to or concurrently with the delivery of the Notes
and the Senior Notes, pursuant to and in accordance with the terms and
conditions of the IPO Documents (no terms thereof having been amended,
supplemented, waived or otherwise modified without such Existing Holder's prior
written consent), (ii) CBH has received net proceeds from the IPO (i.e., net of
underwriting discounts and commissions and net of expenses payable in connection
with the IPO) of at least $35,000,000, and (iii) CBH has contributed to the
Company as equity at least 95% of the net proceeds of the IPO.

         3I. CONSUMMATION OF WARRANT PURCHASE. The Warrants owned and held by
such Existing Holder shall have been purchased from such Existing Holder upon
the terms and conditions set forth in the Warrant Purchase Agreement between
CBI-Texas and such Existing Holder.



                                        7

<PAGE>   14

         3J. TERMINATION OF SHAREHOLDERS' AGREEMENT. Such Existing Holder shall
have received satisfactory evidence that the Shareholders' Agreement has been
terminated prior to or concurrently with the delivery of the Notes.

         3K. DELIVERY OF NOTES TO OTHER EXISTING HOLDERS. The Company shall have
delivered to the other Existing Holders the Notes to be accepted by them at the
Closing.

         3L. PROCEEDINGS. All corporate and other proceedings taken or to be
taken in connection with the transactions contemplated hereby and all documents
incident thereto shall be satisfactory in substance and form to such Existing
Holder, and such Existing Holder shall have received all such counterpart
originals or certified or other copies of such documents as it may reasonably
request.

         3M. ACCRUED INTEREST. Such Existing Holder shall have received payment
of all interest accrued on the Original Note held by it from and including the
last date on which interest on such Original Note was paid through but not
including the Closing Date.

         3N. FEES. Without limiting the provisions of paragraph 11B, such
Existing Holder's special counsel shall have received its fees, charges and
disbursements to the extent reflected in a statement of such special counsel
rendered to the Company at least one Business Day prior to the Closing.

         PARAGRAPH 4.  PREPAYMENTS.

         4. PREPAYMENTS. The Notes shall be subject to prepayment only with
respect to the prepayments specified in paragraphs 4A, 4B and 4C.

         4A. REQUIRED PREPAYMENTS. Until the Notes shall be paid in full, the
Company shall apply to the prepayment of the Notes, without premium, the sum of
$2,967,000 on August 9th in each of the years 2002 and 2003, and such principal
amounts of the Notes, together with interest thereon to the prepayment dates,
shall become due on such prepayment dates. The remaining outstanding principal
amount of the Notes, together with interest accrued thereon, shall become due on
the maturity date of the Notes.

         4B. OPTIONAL PREPAYMENT OF NOTES.

             (i) The Notes shall be subject to prepayment, without premium, in
         whole at any time or from time to time in part (in integral multiples
         of $600,000), at the option of the Company, at 100% of the principal
         amount so prepaid plus interest thereon to the prepayment date. Any
         partial prepayment of the Notes pursuant to this paragraph 4B shall be
         applied in satisfaction of required payments of principal in inverse
         order of their scheduled due dates.



                                        8

<PAGE>   15

                  (ii) The Company shall give the holder of each Note 
         irrevocable written notice of any prepayment pursuant to this paragraph
         4B not less than ten Business Days prior to the prepayment date,
         specifying such prepayment date and the principal amount of the Notes,
         and of the Notes held by such holder, to be prepaid on such date.
         Notice of prepayment having been given as aforesaid, the principal
         amount of the Notes specified in such notice, together with interest
         thereon to the prepayment date, shall become due and payable on such
         prepayment date. The Company shall, on or before the day on which it
         gives written notice of any prepayment pursuant to this paragraph 4B,
         give telephonic notice of the principal amount of the Notes to be
         prepaid and the prepayment date to each holder which shall have
         designated a recipient of such notices in the Information Schedule
         attached hereto or by notice in writing to the Company.

         4C.      OFFER TO PREPAY NOTES IN THE EVENT OF A CHANGE IN CONTROL OR 
A REVENUE MAINTENANCE EVENT.

                  (i) Notice of Impending Change in Control. The Company will
         not take any action that consummates or finalizes a Change in Control
         unless at least 30 days prior to such action it shall have given to
         each holder of Notes written notice of such impending Change in
         Control.

                  (ii) Notice of Occurrence of Change in Control or Revenue
         Maintenance Event. The Company will, within five Business Days after
         any Responsible Officer has knowledge of the occurrence of any Change
         in Control or Revenue Maintenance Event, give written notice of such 
         Change in Control or such Revenue Maintenance Event to each holder of
         Notes. If a Change in Control or Revenue Maintenance Event has
         occurred, such notice shall contain and constitute an offer to prepay
         the Notes as described in clause (iii) of this paragraph 4C and shall
         be accompanied by the certificate described in clause (vi) hereof.

                  (iii) Offer to Prepay Notes. The offer to prepay Notes
         contemplated by the foregoing clause (ii) shall be an offer to prepay,
         in accordance with and subject to this paragraph 4C, all, but not less
         than all, the Notes held by each holder (in this case only, "HOLDER" in
         respect of any Note registered in the name of a nominee for a disclosed
         beneficial owner shall mean such beneficial owner) on a date specified
         in such offer (the "PROPOSED PREPAYMENT DATE"). Such Proposed
         Prepayment Date shall be not less than 30 days and not more than 60
         days after the date of such offer (if the Proposed Prepayment Date
         shall not be specified in such offer, the Proposed Prepayment Date
         shall be the 30th day after the date of such offer).

                  (iv) Rejection; Acceptance. A holder of Notes may accept the
         offer to prepay made pursuant to this paragraph 4C by causing a notice
         of such acceptance to be delivered to the Company at least five days
         prior to the Proposed Prepayment Date. A failure by a holder of Notes
         to respond to an offer to prepay made pursuant to this paragraph 4C
         shall be deemed to constitute an acceptance of such offer by such
         holder.



                                        9

<PAGE>   16

                  (v) Prepayment; Reduction of Required Prepayments. Prepayment
         of the Notes to be prepaid pursuant to this paragraph 4C shall be at
         100% of the principal amount of such Notes, together with interest on
         such Notes accrued to the date of prepayment. The prepayment shall be
         made on the Proposed Prepayment Date. Upon any partial prepayment of
         Notes pursuant to this paragraph 4C, the principal amount of the
         required prepayment of the Notes becoming due under paragraph 4A on or
         after the date of such prepayment shall be reduced in the same
         proportion as the aggregate unpaid principal amount of Notes is reduced
         as a result of such prepayment.

                  (vi) Officer's Certificate. Each offer to prepay the Notes
         pursuant to this paragraph 4C shall be accompanied by a certificate,
         executed by a Responsible Officer of the Company and dated the date of
         such offer, specifying: (a) the Proposed Prepayment Date; (b) that such
         offer is made pursuant to this paragraph 4C; (c) the principal amount
         of each Note offered to be prepaid; (d) the interest that would be due
         on each Note offered to be prepaid, accrued to the Proposed Prepayment
         Date; (e) that the conditions of this paragraph 4C have been fulfilled;
         and (f) in reasonable detail, the nature and date of the Change in
         Control or Revenue Maintenance Event, as the case may be.

         4D. PARTIAL PAYMENTS PRO RATA. Upon any partial prepayment of Notes
pursuant to paragraph 4A or 4B, the principal amount so prepaid shall be
allocated to all Notes at the time outstanding (including, for the purpose of
this paragraph 4D only, all such Notes prepaid or otherwise retired or purchased
or otherwise acquired by the Company or any of its Subsidiaries or Affiliates
other than by prepayment pursuant to paragraph 4A, 4B or 4C) in proportion to
the respective outstanding principal amounts thereof. Upon any partial
prepayment of Notes pursuant to paragraph 4C, the principal amount so prepaid
shall be allocated to all Notes at the time outstanding and held by holders who
have accepted the Company's offer of prepayment made pursuant to paragraph 4C
(including, for the purpose of this paragraph 4D only, all such Notes prepaid or
otherwise retired or purchased or otherwise acquired by the Company or any of
its Subsidiaries or Affiliates other than by prepayment pursuant to paragraph
4A, 4B or 4C) in proportion to the respective outstanding principal amounts
thereof.

         4E. RETIREMENT OF NOTES. The Company shall not, and shall not permit
any of its Subsidiaries or Affiliates to, prepay or otherwise retire in whole or
in part prior to their stated final maturity (other than by prepayment pursuant
to paragraph 4A, 4B or 4C or upon acceleration of such final maturity pursuant
to paragraph 7A), or purchase or otherwise acquire, directly or indirectly,
Notes held by any holder unless the Company or such Subsidiary or Affiliate
shall have offered to prepay or otherwise retire or purchase or otherwise
acquire, as the case may be, the same proportion of the aggregate principal
amount of Notes held by each other holder of Notes at the time outstanding upon
the same terms and conditions. Any Notes so prepaid or otherwise retired or
purchased or otherwise acquired by the Company or any of its Subsidiaries or
Affiliates shall not be deemed to be outstanding for any purpose under this
Agreement, except as provided in paragraph 4D.



                                       10

<PAGE>   17

         PARAGRAPH 5.  AFFIRMATIVE COVENANTS.

         5. AFFIRMATIVE COVENANTS.

         So long as any Note shall remain unpaid the Company covenants that:

         5A(1). INFORMATION AS TO COMPANY. The Company will deliver to each
holder of Notes that is an Institutional Investor:

                (i) Quarterly Statements -- within 60 days after the end of
         each quarterly fiscal period in each fiscal year of the Company (other
         than the last quarterly fiscal period of each such fiscal year),
         duplicate copies of:

                    (a) a consolidating and consolidated balance sheet of the
                Company and its Subsidiaries as at the end of such quarter, and

                    (b) consolidating and consolidated statements of income,
                changes in stockholders' equity and cash flows of the Company
                and its Subsidiaries for such quarter and (in the case of the
                second and third quarters) for the portion of the fiscal year
                ending with such quarter,

         setting forth in each case in comparative form the figures for the
         corresponding periods in the previous fiscal year, all in reasonable
         detail, prepared in accordance with GAAP applicable to quarterly
         financial statements generally, and certified by a Senior Financial
         Officer of the Company as fairly presenting, in all material respects,
         the financial position of the companies being reported on and their
         results of operations and cash flows, subject to changes resulting from
         year-end adjustments;

                (ii) Annual Statements -- within 105 days after the end of
         each fiscal year of the Company, duplicate copies of:

                    (a) a consolidating and consolidated balance sheet of the
                Company and its Subsidiaries as at the end of such year, and

                    (b) consolidating and consolidated statements of income,
                changes in shareholders' equity and cash flows of the Company
                and its Subsidiaries for such year,

         setting forth in each case in comparative form the figures for the
         previous fiscal year, all in reasonable detail, prepared in accordance
         with GAAP and, (x) as to the consolidating statements, certified by a
         Senior Financial Officer of the Company as fairly presenting, in all
         material respects, the financial position of the companies being
         reported on and their results of operations and cash flows and, (y) as
         to the consolidated statements, accompanied



                                       11

<PAGE>   18

                           (A) by an opinion of the Independent Accountant,
                  which opinion shall state that such financial statements
                  present fairly, in all material respects, the financial
                  position of the companies being reported upon and their
                  results of operations and cash flows and have been prepared in
                  conformity with GAAP, and that the examination of such
                  accountants in connection with such financial statements has
                  been made in accordance with generally accepted auditing
                  standards, and that such audit provides a reasonable basis for
                  such opinion in the circumstances, and

                           (B) a certificate of the Independent Accountant
                  stating that they have reviewed this Agreement and stating
                  further whether, in making their audit, they have become aware
                  of any condition or event that then constitutes a Default or
                  an Event of Default, and, if they are aware that any such
                  condition or event then exists, specifying the nature and
                  period of the existence thereof (it being understood that such
                  accountants shall not be liable, directly or indirectly, for
                  any failure to obtain knowledge of any Default or Event of
                  Default unless such accountants should have obtained knowledge
                  thereof in making an audit in accordance with generally
                  accepted auditing standards or did not make such an audit);

                  (iii) SEC and Other Reports -- promptly upon their becoming
         available, one copy of (i) each financial statement, report, notice or
         proxy statement sent by the Company or any of its Subsidiaries to
         public securities holders generally, and (ii) each regular or periodic
         report, each registration statement (without exhibits except as
         expressly requested by such holder), and each prospectus and all
         amendments thereto filed by the Company or any of its Subsidiaries with
         the Securities and Exchange Commission and of all press releases and
         other statements made available generally by the Company or any of its
         Subsidiaries to the public concerning developments that are material;

                  (iv) Notice of Default or Event of Default -- promptly, and in
         any event within five days after a Responsible Officer becoming aware
         of the existence of any Default or Event of Default or that any Person
         has given any notice or taken any action with respect to a claimed
         default hereunder or that any Person has given any notice or taken any
         action with respect to a claimed default of the type referred to in
         clause (iii) of paragraph 7A, a written notice specifying the nature
         and period of existence thereof and what action the Company is taking
         or proposes to take with respect thereto;

                  (v) ERISA Matters -- promptly, and in any event within five
         days after a Responsible Officer becoming aware of any of the
         following, a written notice setting forth the nature thereof and the
         action, if any, that the Company or an ERISA Affiliate proposes to take
         with respect thereto:

                      (a) with respect to any Plan, any reportable event,
                 as defined in sec tion 4043(b) of ERISA and the regulations
                 thereunder, for which notice thereof has not been waived
                 pursuant to such regulations as in effect on the date hereof;
                 or



                                       12

<PAGE>   19



                           (b) the taking by the PBGC of steps to institute, or
                  the threatening by the PBGC of the institution of, proceedings
                  under section 4042 of ERISA for the termi nation of, or the
                  appointment of a trustee to administer, any Plan, or the
                  receipt by the Company or any ERISA Affiliate of a notice from
                  a Multiemployer Plan that such action has been taken by the
                  PBGC with respect to such Multiemployer Plan; or

                           (c) any event, transaction or condition that could
                  result in the incurrence of any liability by the Company or
                  any ERISA Affiliate pursuant to Title I or IV of ERISA or the
                  penalty or excise tax provisions of the Code relating to
                  employee benefit plans, or in the imposition of any Lien on
                  any of the rights, properties or assets of the Company or any
                  ERISA Affiliate pursuant to Title I or IV of ERISA or such
                  penalty or excise tax provisions, if such liability or Lien,
                  taken together with any other such liabilities or Liens then
                  existing, could reasonably be expected to have a material
                  adverse effect on Company or any of its Subsidiaries;

                  (vi) Notices from Governmental Authority -- promptly, and in
         any event within 15 days of receipt thereof, copies of any notice to
         the Company or any of its Subsidiaries from any federal or state
         Governmental Authority relating to any order, ruling, statute or other
         law or regulation that could reasonably be expected to have a material
         adverse effect on the Company or any of its Subsidiaries;

                  (vii) Projections -- as soon as practicable and in any event
         within 105 days after the end of each fiscal year, good faith,
         projected consolidating and consolidated balance sheets and good faith,
         projected consolidating and consolidated statements of income, cash
         flows and stockholders' equity of the Company and its Subsidiaries as
         at the end of each of the next five fiscal years, all in reasonable
         detail (including, without limitation, a breakdown by each division of
         the Company and its Subsidiaries and an enumeration of the assumptions
         underlying such balance sheets and financial statements) and
         substantially in the form of the projections delivered pursuant to
         paragraph 3A(xx)(b), certified by an authorized financial officer of
         the Company (such certification to contain, among other things, a
         representation and warranty that such projected financial statements
         are reasonable based on the assumptions stated therein and the best
         information available to the officers of the Company);

                  (viii) Commission Reports -- as soon as practicable and in any
         event within 30 days after the end of each fiscal quarter, commission
         renewal reports and reports detailing the composition of the Commission
         Fees of the Company and its Subsidiaries (in form, scope and substance
         substantially the same as those delivered under and pursuant to
         paragraph 5A of the Original Note Agreement) for or as of, as the case
         may be, such quarter, certified by an authorized financial officer of
         the Company, all in reasonable detail and satisfactory in form, scope
         and substance to the Required Holder(s);



                                       13

<PAGE>   20



                  (ix) Other Information -- with reasonable promptness, accounts
         receivable reports, business reports and policy cancellation reports of
         the Company and its Subsidiaries for or as of, as the case may be, any
         fiscal quarter, certified by an authorized financial officer of the
         Company, as from time to time may be requested by any holder of Notes,
         all in reasonable detail and satisfactory in form, scope and substance
         to such holder of Notes; and

                  (x) Requested Information -- with reasonable promptness, such
         other data and information relating to the business, operations,
         affairs, financial condition, assets or properties of the Company or
         any of its Subsidiaries or relating to the ability of the Company or
         any of its Subsidiaries to perform its obligations hereunder, under the
         Notes or under any of the other Second Priority Note Documents to which
         it is a party, as applicable, as from time to time may be reasonably
         requested by any such holder of Notes.

         5A(2). OFFICER'S CERTIFICATE. Each set of financial statements
delivered to a holder of Notes pursuant to clause (i) or (ii) of paragraph 5A(1)
shall be accompanied by a certificate of a Senior Financial Officer setting
forth:

                  (i) Covenant Compliance -- the information (including detailed
         calculations) required in order to establish whether the Company was in
         compliance with the requirements of paragraphs 6A, 6B, 6C, 6D, 6E, 6F,
         6G(2) and 6S, inclusive, during the quarterly or annual period covered
         by the statements then being furnished (including with respect to each
         such paragraph, where applicable, the calculations of the maximum or
         minimum amount, ratio or percentage, as the case may be, permissible
         under the terms of such paragraphs, and the calculation of the amount,
         ratio or percentage then in existence), set forth in a Compliance
         Certificate substantially in the form of Exhibit D attached hereto; and

                  (ii) Event of Default -- a statement that such officer has
         reviewed the relevant terms hereof and has made, or caused to be made,
         under his or her supervision, a review of the transactions and
         conditions of the Company and its Subsidiaries from the beginning of
         the quarterly or annual period covered by the statements then being
         furnished to the date of the certificate and that such review shall not
         have disclosed the existence during such period of any condition or
         event that constitutes a Default or an Event of Default or, if any such
         condition or event existed or exists (including, without limitation,
         any such event or condition resulting from the failure of the Company
         or any Subsidiary to comply with any Environmental Law), specifying the
         nature and period of existence thereof and what action the Company
         shall have taken or proposes to take with respect thereto.

         5B. INFORMATION REQUIRED BY RULE 144A. The Company will, upon the
request of the holder of any Note, provide such holder, and any Qualified
Institutional Buyer designated by such holder, such financial and other
information as such holder may reasonably determine to be necessary in order to
permit compliance with the information requirements of Rule 144A under the
Securities Act in connection with the resale of Notes, except at such times as
the Company is subject to the reporting requirements of section 13 or 15(d) of
the Exchange Act.



                                       14

<PAGE>   21

         5C.      INSPECTION.  The Company shall permit the representatives of 
each holder of Notes that is an Institutional Investor:

                  (i) No Default -- if no Default or Event of Default then
         exists, at the expense of such holder and upon reasonable prior notice
         to the Company, to visit the principal executive office of the Company,
         to discuss the affairs, finances and accounts of the Company and its
         Subsidiaries with the Company's officers, and (with the consent of the
         Company, which consent will not be unreasonably withheld) its
         independent public accountants, and (with the consent of the Company,
         which consent will not be unreasonably withheld) to visit the other
         offices and properties of the Company and each Subsidiary, all at such
         reasonable times and as often as may be reasonably requested in
         writing; and

                  (ii) Default -- if a Default or Event of Default then exists,
         at the expense of the Company to visit and inspect any of the offices
         or properties of the Company or any Subsidiary, to examine all their
         respective books of account, records, reports and other papers, to make
         copies and extracts therefrom, and to discuss their respective affairs,
         finances and accounts with their respective officers and independent
         public accountants (and by this provision the Company authorizes said
         accountants to discuss the affairs, finances and accounts of the
         Company and its Subsidiaries), all at such times and as often as may be
         requested.

         5D. COVENANT TO SECURE NOTES EQUALLY. The Company will, if it or any
Subsidiary shall create or assume any Lien upon any of its property or assets,
whether now owned or hereafter acquired, other than Liens permitted by the
provisions of paragraph 6G(1) (unless prior written consent to the creation or
assumption thereof shall have been obtained pursuant to paragraph 11C), make or
cause to be made effective provision whereby the Notes will be secured by such
Lien equally and ratably with any and all other Indebtedness thereby secured so
long as any such other Indebtedness shall be so secured pursuant to such
agreements and instruments as shall be approved by the Required Holder(s), and
the Company will cause to be delivered to the holder of each Note an opinion of
independent counsel to the effect that such agreements and instruments are
enforceable in accordance with their terms and that the Notes are equally and
ratably secured with such other Indebtedness.

         5E. CORPORATE EXISTENCE, LICENSES AND PERMITS; MAINTENANCE OF
PROPERTIES. The Company will at all times do or cause to be done all things
necessary to maintain, preserve and renew its existence as a corporation
organized under the laws of a state of the United States of America, will
preserve and keep in force and effect, and cause each of its Subsidiaries to
preserve and keep in force and effect, all licenses and permits necessary to the
conduct of its and their respective businesses and will maintain and keep, and
will cause each of its Subsidiaries to maintain and keep, its and their
respective properties in good repair, working order and condition, and from time
to time make all necessary and proper repairs, renewals and replacements, so
that the business



                                       15

<PAGE>   22

carried on in connection therewith may be properly and advantageously conducted
at all times in the normal course of business as conducted prior to the date of
repair; provided, however, that nothing contained in this paragraph 5E shall
prevent the Company or any Subsidiary from ceasing or omitting to exercise any
right, license or permit or to make any repair, renewal or replacement that (i)
in the reasonable judgment of the Company or such Subsidiary is no longer in the
best interests of the Company or such Subsidiary and (ii) such cessation or
omission could not reasonably be expected to result in a material adverse effect
on the business, condition (financial or other), assets, properties, operations
or prospects of the Company and its Subsidiaries taken as a whole.

         5F. MAINTENANCE OF MATERIAL CONTRACTS. The Company will, and will
causes its Subsidiaries to, maintain all contracts necessary to the conduct of
its and their respective businesses (including, without limitation, employment
contracts, non-competition agreements and principal office agreements);
provided, however, that nothing contained in this paragraph 5F shall prevent the
Company or any Subsidiary from terminating any contract that (i) in the
reasonable judgment of the Company or such Subsidiary is no longer in the best
interests of the Company or such Subsidiary and (ii) such termination could not
reasonably be expected to result in a material adverse effect on the business,
condition (financial or other), assets, properties, operations or prospects of
the Company and its Subsidiaries taken as a whole.

         5G. MAINTENANCE OF INSURANCE. The Company will carry and maintain, and
cause each Subsidiary to carry and maintain, insurance (subject to customary
deductibles and retentions) in at least such amounts and against such
liabilities and hazards and by such methods as customarily maintained by other
companies operating similar businesses. The Collateral Agent and all holders of
Notes shall be named as additional insureds, and the Collateral Agent shall be
named as loss payee, on each insurance policy obtained or maintained by the
Company and its Subsidiaries with respect to their properties and businesses.

         5H. PAYMENT OF TAXES AND OTHER CLAIMS. The Company will and will cause
each of its Subsidiaries to file all income tax or similar tax returns required
to be filed in any jurisdiction and to pay and discharge all taxes shown to be
due and payable on such returns and all other taxes, assessments, governmental
charges, levies, trade accounts payable and claims for work, labor or materials
(all the foregoing being referred to collectively as "CLAIMS") payable by any of
them, to the extent such Claims have become due and payable and before they have
become delinquent; provided that neither the Company nor any Subsidiary need pay
any Claim if (i) the amount, applicability or validity thereof is contested by
the Company or such Subsidiary on a timely basis in good faith and in
appropriate proceedings, and the Company or a Subsidiary has established
adequate reserves therefor to the extent required by GAAP on the books of the
Company or such Subsidiary or (ii) the nonpayment of all such Claims in the
aggregate could not result in a material adverse change in the business,
condition (financial or other), assets, properties, operations or prospects of
the Company and its Subsidiaries taken as a whole.



                                       16

<PAGE>   23



         5I. ERISA COMPLIANCE. The Company will, and will cause each ERISA
Affiliate to, at all times:

             (i) with respect to each Plan, make timely payments of
         contributions required to meet the minimum funding standard set forth
         in ERISA or the Code with respect thereto and, with respect to any
         Multiemployer Plan, make timely payment of contributions required to be
         paid thereto as provided by Section 515 of ERISA, and

             (ii)     comply with all other provisions of ERISA,

except for such failures to make contributions and failures to comply as could
not have a material adverse effect on the business, condition (financial or
other), assets, properties, operations or prospects of the Company and its
Subsidiaries taken as a whole.

         5J. COMPLIANCE WITH LAWS. The Company will comply, and will cause each
of its Subsidiaries to comply, with all applicable laws, rules, regulations and
orders (including those relating to protection of the environment) except, in
any such case, where failure to comply could not have a material adverse effect
on the business, condition (financial or otherwise), operations or prospects of
the Company and its Subsidiaries taken as a whole.

         5K. COLLATERAL. The Company shall execute, and shall cause its
Subsidiaries to execute, any and all documents, financing statements, agreements
and instruments, and take all action (including filing Uniform Commercial Code
and other financing statements, mortgages and deeds of trust), that may be
required under applicable law, or which the Required Holder(s) or the Collateral
Agent may reasonably request in order to effectuate the transactions
contemplated by the Second Priority Note Documents and in order to grant,
preserve, protect, maintain and perfect the validity and priority of the
security interests and Liens created or purported to be created by the Security
Documents (as defined in the Original Note Agreement) or the Security Documents
(as defined in this Agreement) (it being understood that it is the intent of the
parties that the obligations of the Company and its Subsidiaries under the
Second Priority Note Documents shall be secured by, among other things,
substantially all the property and assets of the Company and its Subsidiaries
(now or hereafter acquired or created), including, without limitation, real and
other properties acquired subsequent to the Date of Closing, but excluding
certain commissions, fees and the proceeds thereof earned or to be earned by the
Company, as more particularly identified in the Security Agreement [I.E., ALL
PROPERTY AND ASSETS OF THE COMPANY EXCEPT RIGHTS OF THE COMPANY UNDER AGREEMENTS
RELATING TO THE PAYMENT OF COMMISSIONS AND FEES, AND THE PROCEEDS THEREOF, (I)
IN RESPECT OF RENEWAL COMMISSIONS AND FEES WITH RESPECT TO PLANS AND POLICIES
SOLD BY (A) THE BCS DIVISION OF THE COMPANY PRIOR TO THE DATE THE IPO IS
CONSUMMATED OR (B) THE SCHOENKE COMPANIES PRIOR TO THE ACQUISITION BY THE
COMPANY OF THE SCHOENKE COMPANIES (IT BEING UNDERSTOOD THAT NEW PLANS AND
POLICIES SOLD AFTER THE CONSUMMATION OF THE IPO BY THE BCS DIVISION OF THE
COMPANY AND NEW PLANS AND POLICIES SOLD AFTER THE ACQUISITION OF THE SCHOENKE
COMPANIES BY THAT PORTION OF THE COMPANY'S BUSINESS THAT FORMERLY CONSISTED OF
THE SCHOENKE COMPANIES SHALL BOTH CONSTITUTE A PORTION OF YOUR SECURITY) AND
(II) COMMISSIONS, FEES AND THE



                                       17

<PAGE>   24

PROCEEDS THEREOF ARISING FROM BUSINESSES ACQUIRED AFTER THE CONSUMMATION OF THE
IPO, WHICH SHALL NOT CONSTITUTE COLLATERAL]), including, without limitation,
effecting such arrangements which may be appropriate or necessary, or which the
Required Holder(s) or the Collateral Agent may reasonably require, to minimize
commingling, intercreditor issues and other impediments to the enforcement of
the rights and remedies of the holders of Notes. The Company agrees to provide
from time to time such evidence as the Required Holder(s) or the Collateral
Agent shall request as to the perfection and priority status of each such
security interest and Lien. The Company further agrees to maintain a system of
accounting and books and records reasonably satisfactory to the Required
Holder(s) which will permit the ready identification of Collateral.

         5L. PERFORMANCE OF OBLIGATIONS. The Company will pay the Notes
according to the reading, tenor and effect thereof. The Company will, and will
cause its Subsidiaries to, do and perform every act and discharge all of the
obligations provided to be performed and discharged by the Company or such
Subsidiary, as the case may be, under the Second Priority Note Documents to
which it is a party (including, without limitation, this Agreement) at the time
or times and in the manner specified.

         5M. MAINTENANCE OF KEY SALES FORCE. The Company will maintain, at all
times, a full time sales force equal to the greater of twenty individuals and
80% of the number of sales representatives and agents as of the end of the
immediately preceding fiscal year.

         5N. PLEDGE OF NOTES PAYABLE. The Company will, and will cause its
Subsidiaries to, promptly deliver to the Collateral Agent pursuant to the
Security Documents all promissory notes payable to the Company or any of its
Subsidiaries, together with any necessary endorsements or instruments of
transfer, other than promissory notes in an aggregate principal amount, at any
time, not to exceed $2,000,000.

         5O. MAINTENANCE OF KEY MAN LIFE INSURANCE POLICIES. The Company shall
maintain in full force and effect at all times policies of insurance in such
form and issued by such financially sound and reputable insurers rated at least
A by A.M. Best as shall be acceptable to the Required Holder(s) insuring the
life of W.T. Wamberg in an aggregate amount equal to $15,000,000. Such policies
of insurance shall name the Company as beneficiary and shall be collaterally
assigned to the Collateral Agent.

         5P. CREATION AND MAINTENANCE OF WORKING CAPITAL FACILITY. On or before
March 31, 1999, the Company will enter into a revolving working capital facility
upon terms and conditions and pursuant to documentation in all respects
satisfactory to the holders of the Notes, provided that (i) the aggregate
committed amount of the lender or lenders under such facility shall at all times
be at least $3,000,000, (ii) the aggregate principal amount of the Indebtedness
outstanding under such facility may not at any time exceed $15,000,000, (iii)
such Indebtedness may not mature later than three years after the creation of
such facility, (iv) up to $3,000,000 of such Indebtedness may be secured by the
Collateral as provided in the Security Documents, and (v) such Indebtedness
shall be subject to the requirements of paragraph 6G(3). Subject to the
restrictions contained in this



                                       18

<PAGE>   25
Agreement and the other Second Priority Note Documents, the Company will at all
times maintain such revolving working credit facility and will maintain its
ability to satisfy all conditions precedent to its ability to obtain advances
thereunder.

         5Q. MATTERS RELATED TO QUALIFICATION AND LICENSURE. If the Company is
in any way unable to qualify to do business and be licensed as a "life insurance
agent" or similar entity under the laws of any state in which it desires to
conduct business (whether because of restrictions upon having corporate
shareholders or otherwise), it will take all necessary steps to create, or cause
the creation of, an Affiliate that is qualified and licensed under the laws
(including the insurance code or other similar statute) of such state and will
enter into and maintain in effect a management and service agreement or similar
arrangement between itself and the Affiliate (which shall comply with paragraph
6G(8)) under which the net revenues of the Affiliate are paid to the Company in
consideration for services, administration and other maintenance activities
related to the business of the Affiliate.

         PARAGRAPH 6.  NEGATIVE COVENANTS.

         6.   NEGATIVE COVENANTS. So long as any Note shall remain unpaid the 
Company covenants that:

         6A.  TOTAL DEBT TO ANNUALIZED CASH FLOW RATIO. The Company will not
permit the ratio of Total Debt to Annualized Cash Flow at any time during any
period specified below to exceed the ratio set forth opposite such period:

<TABLE>
<CAPTION>
                      Period                                       Ratio
                      ------                                       -----
<S>                                                             <C>
From the Date of Closing through and                            5.0 to 1.0
         including December 31, 1998
From January 1, 1999 through and                                4.0 to 1.0
         including December 31, 1999
and thereafter                                                  3.0 to 1.0
</TABLE>

         6B.   LIMITATION ON RESTRICTED PAYMENTS. The Company will not and will
not permit any Subsidiary to directly or indirectly declare, order, pay, make or
set apart any sum for any Restricted Payment unless immediately after giving
effect to such action:

               (i) the aggregate amount of Restricted Payments of the Company
         and its Subsidiaries declared or made during the period commencing on
         [JULY 1, 1998] and ending on the date such Restricted Payment is
         declared or made, inclusive, would not exceed the sum of (a) $1,000,000
         plus (b) 20% of Consolidated Net Income for such period (or minus 100%
         of Consolidated Net Income for such period if Consolidated Net Income
         for such period is a loss); and



                                       19

<PAGE>   26



               (ii) no Default or Event of Default would exist.

         6C.   MAINTENANCE OF MINIMUM CONSOLIDATED NET WORTH AND CONSOLIDATED 
NET INCOME.

               (i) The Company will not permit, at any time, Consolidated Net
         Worth to be less than the sum of (a) $1,500,000 and (b) an aggregate
         amount equal to 80% of its Consolidated Net Income (on an after-tax
         basis, but only if a positive number) for each completed fiscal year
         beginning with the fiscal year ending December 31, 1998.

               (ii) The Company will not, for any fiscal quarter, permit
         Consolidated Net Income to be a negative number the absolute value of
         which exceeds $1,200,000 and will not, for the four most recently ended
         fiscal quarters, permit Consolidated Net Income to be a negative
         number.

         6D. DISCOUNTED COMMISSION FEES TO TOTAL DEBT RATIO. The Company will
not permit, at any time, the ratio of Discounted Commission Fees to Total Debt
to be less than 1.0 to 1.0.

         6E. INTEREST COVERAGE RATIO. The Company will not permit the Interest
Coverage Ratio at any time during any period specified below to be less than the
ratio set forth opposite such period:

<TABLE>
<CAPTION>
                          Period                                         Ratio
                          ------                                         -----
<S>                                                                      <C>
From the Date of Closing through and                                     1.25 to 1.0
     including December 31, 1998
From January 1, 1999 through and including                               1.60 to 1.0
     December 31, 1999
and thereafter                                                           2.0 to 1.0
</TABLE>

         6F. FIXED CHARGE COVERAGE RATIO. The Company will not permit the Fixed
Charge Coverage Ratio at any time during any period specified below to be less
than the ratio set forth opposite such period:

<TABLE>
<CAPTION>
                          Period                                         Ratio
                          ------                                         -----
<S>                                                                      <C>
From the Date of Closing through and                                     .90 to 1.0
     including December 31, 1999
From January 1, 2000 through and                                         1.10 to 1.0
     including December 31, 2000
and thereafter                                                           1.25 to 1.0
</TABLE>



                                       20

<PAGE>   27



         6G.       LIENS, INDEBTEDNESS, AND OTHER RESTRICTIONS.  The Company 
will not and will not permit any Subsidiary to:

                   6G(1). LIENS. Create, assume or suffer to exist (upon the
         happening of a contingency or otherwise) any Lien upon any of its
         properties or assets (including, without limitation, any documents or
         instruments in respect of goods or accounts receivable), whether now
         owned or hereafter acquired, or any income or profits therefrom
         (whether or not provision is made for the equal and ratable securing of
         the Notes in accordance with the provisions of paragraph 5D) or assign
         or otherwise convey any right to receive income or profits therefrom,
         except:

                          (i) Liens in favor of the Collateral Agent securing
                   the Indebtedness evidenced by the Notes and the payment,
                   performance and observance of the other obligations under
                   this Agreement and the other Second Priority Note Documents;

                          (ii) Liens in favor of the Collateral Agent securing
                   the Indebtedness evidenced by the Medium Term Note and
                   addressed in the Security Documents;

                          (iii) Liens in favor of the Collateral Agent securing
                   the Indebtedness evidenced by the Senior Notes and the
                   payment, performance and observance of the other obligations
                   under the Senior Note Agreement and the other Senior Note
                   Documents and addressed in the Security Documents;

                          (iv) Liens in favor of the Collateral Agent securing
                   up to $3,000,000 of the Indebtedness evidenced by the Working
                   Capital Notes;

                          (v) Liens created to secure Indebtedness incurred by
                   the Company to finance Permitted Acquisitions, provided that
                   (a) such Liens shall be created substantially simultaneously
                   with any such Permitted Acquisition and (b) such Liens do not
                   at any time encumber any property or assets other than the
                   property or assets acquired in connection with such Permitted
                   Acquisition;

                          (vi) Liens created to secure other Indebtedness of the
                   Company permitted under this Agreement, provided that such
                   Liens shall not attach to or encumber any of the Collateral;
                   and

                          (vii) Liens incidental to the conduct of business or
                   the ownership of properties of the Company and its
                   Subsidiaries (including Liens in connection with worker's
                   compensation, unemployment insurance and other like laws
                   (other than ERISA Liens), warehousemen's and mechanic's liens
                   and statutory landlord's liens) and Liens to secure the
                   performance of bids, tenders or purchase, construction or
                   sales contracts, or to secure statutory obligations, property
                   taxes and assessments or governmental charges, surety or
                   appeal bonds or other Liens of like general nature


                   
                                       21

<PAGE>   28



                   which in each case are incurred in the ordinary course of
                   business and not in connection with the borrowing of money,
                   the obtaining of advances or credit or the payment of the
                   deferred purchase price of property and which do not in any
                   event materially impair the value or use of the property
                   encumbered thereby in the operation of the business of the
                   Company and its Subsidiaries; provided in each case, that the
                   obligation secured is not overdue, or, if overdue, the amount
                   or validity thereof is being contested by the Company or such
                   Subsidiary on a timely basis in good faith and in appropriate
                   proceedings, and the Company or a Subsidiary has established
                   adequate reserves therefor to the extent required by GAAP on
                   the books of the Company or such Subsidiary;

                   6G(2). LIMITATION ON INCURRENCE OF INDEBTEDNESS. Create,
         incur, assume, guarantee or otherwise become directly or indirectly
         liable with respect to any Indebtedness, whether incurred pursuant to
         the Working Capital Note Documents, incurred or assumed in connection
         with a Permitted Acquisition, or otherwise, unless on the date the
         Company or such Subsidiary becomes liable with respect to any such
         Indebtedness and immediately after giving effect thereto and to the
         concurrent retirement of any other Indebtedness, (i) no Default or
         Event of Default exists and (ii) the Capitalization Ratio does not
         exceed 0.50 to 1.00.

                   6G(3). CLEAN-UP OF INDEBTEDNESS REPRESENTED BY WORKING
         CAPITAL NOTES. Have, at any time, any Indebtedness outstanding under
         the Working Capital Notes unless there shall have been during the
         immediately preceding twelve months a period of at least 45 consecutive
         days during which there shall have been no Indebtedness outstanding
         under the Working Capital Notes.

                   6G(4). LOANS, ADVANCES, INVESTMENTS AND CONTINGENT
         LIABILITIES. Except as set forth on Schedule 6G(4), make or permit to
         remain outstanding any loan or advance (including, without limitation,
         advances of commission fees) to, or extend credit (other than trade
         credit extended in the normal course of business to any Person that is
         not a Subsidiary of the Company) to, or make or permit to remain
         outstanding any Guarantee in connection with the obligations, stock or
         dividends of, or own, purchase or acquire any stock, obligations or
         securities of, or any other interest in, or make any capital
         contribution to, any Person (any of the foregoing, an "INVESTMENT"),
         except that the Company or any Subsidiary may:

                          (i) endorse negotiable instruments for collection in
                   the ordinary course of business;

                          (ii) provide Guarantees with respect to the
                   Indebtedness and other obligations of the Company and its
                   Subsidiaries under the Senior Note Documents and the Second
                   Priority Note Documents;



                                       22

<PAGE>   29

                          (iii) own, purchase or acquire (a) certificates of
                   deposit of commercial banks organized under the laws of the
                   United States or any state thereof (having capital resources
                   in excess of $100,000,000) (provided that neither the Company
                   nor any Subsidiary may own, purchase, or acquire more than
                   $1,000,000 (in face amount) of such certificates of deposit
                   from any such commercial bank) due within one year from the
                   date of purchase and payable in the United States in United
                   States dollars which are rated "A" or better by at least two
                   nationally recognized rating agencies and (b) obligations of
                   the United States Government, of any state, territory or
                   possession of the United States of America or any agency
                   thereof maturing within three years after the acquisition
                   thereof which are rated in one of the two highest rating
                   classifications by at least one nationally recognized rating
                   agency;

                          (iv) make loans and advances to employees and
                   salespersons of the Company (who are not shareholders of the
                   Company or any Subsidiary) granted in the normal and
                   customary course of the Company's business and not to finance
                   the acquisition of shares of common stock of CBH or the
                   Company, provided that loans and advances in the normal and
                   customary course of the Company's business shall not at any
                   time exceed $400,000;

                          (v) own and hold promissory notes of former
                   shareholders of CBI-Texas in an aggregate principal amount
                   not to exceed $1,320,000 executed in connection with such
                   shareholders' purchase of up to approximately 1,400,000
                   shares of common stock of CBI-Texas repurchased by CBI-Texas
                   from H.G. Smith, provided that such promissory notes are
                   pledged to the Collateral Agent to the extent required by
                   paragraph 5N;

                          (vi) make non-cash recourse loans to shareholders of
                   the Company in an aggregate principal amount not to exceed,
                   at any time, $300,000, provided that such loans may not
                   mature more than three years after the making thereof and the
                   promissory note(s) representing such loans are pledged to the
                   Collateral Agent to the extent required by paragraph 5N; and

                          (vii) make Permitted Acquisitions, if permitted under
                   paragraph 6G(5).

                   6G(5). CONSOLIDATION, MERGER, TRANSFER OF ASSETS,
         ACQUISITIONS, ETC. (i) Merge or consolidate with or into any Person,
         (ii) convey, transfer, lease or otherwise dispose of all or
         substantially all of its assets to any Person, (iii) acquire all or
         substantially all of the assets or capital stock of any other Person or
         division thereof, (iv) adopt or effect any plan of reorganization,
         recapitalization, liquidation or dissolution or (v) acquire any
         properties or assets other than in the ordinary course of business;
         provided, that the Company may make Permitted Acquisitions so long as
         (a) no Default or Event of Default would exist either immediately prior
         thereto or immediately after giving effect thereto and (b) the Company
         has delivered to each holder of Notes an Officer's Certificate to such
         effect, which Officer's



                                       23

<PAGE>   30

         Certificate shall also demonstrate, with calculations in reasonable
         detail, pro forma compliance with the requirements of paragraphs 6A
         through 6F inclusive, 6G(2) and 6S.

                   6G(6). LIMITATION ON ASSET DISPOSITIONS. Except as permitted
         under paragraph 6G(5), make or permit to be made any Asset Disposition,
         other than the following:

                            (i) any Asset Disposition involving worthless or
                   obsolete equipment which is promptly replaced with equipment
                   of comparable suitability; and

                            (ii) any Asset Disposition involving inventory sold
                   in the ordinary course of business pursuant to customary
                   trade terms.

                   6G(7). SALE OR DISCOUNT OF RECEIVABLES. Sell with recourse,
         discount (other than to the extent of finance and interest charges
         included therein) or otherwise sell for less than face value thereof,
         any of its notes or accounts receivable, except notes or accounts
         receivable the collection of which is doubtful in accordance with
         general accepted accounting principles.

                   6G(8). TRANSACTIONS WITH AFFILIATES. Directly or indirectly,
         purchase, acquire or lease any property from, or sell, transfer or
         lease any property to, or otherwise deal with, in the ordinary course
         of business or otherwise (i) any Affiliate, (ii) any Person owning,
         beneficially or of record, directly or indirectly, either individually
         or together with all other Persons to whom such Person is related by
         blood, adoption or marriage, stock of the Company (of any class having
         ordinary voting power for the election of directors) aggregating 5% or
         more of such voting power or (iii) any Person related by blood,
         adoption or marriage to any Person described or coming within the
         provisions of clause (i) or (ii) of this paragraph 6G(8), except (a) in
         the ordinary course or business (other than the amendment to the
         Wamberg Principal Office Agreement described in the Registration
         Statement), (b) pursuant to the reasonable requirements of the
         Company's or such Subsidiary's business and (c) upon fair and
         reasonable terms no less favorable to the Company or such Subsidiary
         than would be obtainable in a comparable arm's-length transaction with
         a Person not an Affiliate.

                   6G(9). LIMITATION ON SALE-LEASEBACK TRANSACTIONS. Enter into
         any arrangement with any lender or investor or to which such lender or
         investor is a party providing for the leasing by the Company or any
         Subsidiary of real or personal property which has been or is to be sold
         or transferred by the Company or any Subsidiary to such lender or
         investor or to any Person to whom funds have been or are to be advanced
         by such lender or investor on the security of such property or rental
         obligations of the Company or any Subsidiary (each such arrangement, a
         "SALE-LEASEBACK TRANSACTION").

         6H. CHANGE OF FISCAL YEAR. The Company will not and will not permit any
Subsidiary to change its fiscal year from its present fiscal year (fiscal year
end of December 31).



                                       24

<PAGE>   31

         6I. CHANGE OF BUSINESS. The Company will not and will not permit any
Subsidiary to change the general character of its business activities or
operations from its current business activities or operations or to engage in
any business activity or operation not reasonably related to its current
business activities or operations as normally conducted as of the Date of
Closing.

         6J. CERTIFICATES OF INCORPORATION; BYLAWS; TRADE NAMES. The Company
will not and will not permit any Subsidiary to amend, alter, modify or restate
its articles or certificate of incorporation or bylaws in any way which would
(i) change its corporate name or adopt a trade name, or (ii) in any manner
adversely affect the obligations or covenants of the Company and its
Subsidiaries hereunder or under any of the other Second Priority Note Documents.

         6K. OTHER AGREEMENTS. The Company will not and will not permit any of
its Subsidiaries to enter into or permit to exist any agreement (i) which would
cause a Default or Event of Default hereunder or (ii) which contains any
provision which would be violated or breached by the performance of the
obligations of the Company and its Subsidiaries hereunder or under any of the
other Second Priority Note Documents.

         6L. LIMITATION ON CERTAIN RESTRICTIVE AGREEMENTS. The Company will not,
and will not permit any of its Subsidiaries to, enter into or suffer to exist
any contractual obligation, other than the Senior Note Documents and the Second
Priority Note Documents, which in any way restricts the ability of the Company
or any of its Subsidiaries to (i) create, incur, assume or suffer to exist any
Lien upon any of its property, assets or revenues, (ii) make any prepayments or
purchases of the Notes required under this Agreement, (iii) make any dividends
or distributions, or any payments required under this Agreement or any other
Second Priority Note Document or (iv) transfer any of its property or assets to
the Company or a Wholly Owned Subsidiary of the Company.

         6M. ERISA MATTERS. The Company will not, and will not permit any
Subsidiary or ERISA Affiliate to, adopt a Plan or amend an existing Plan in a
manner that materially increases the total dollar amount of the benefits
provided by the Plans described in Schedule 6M; provided, however, that the
Company may modify such Plans to conform with the provisions of Plans of
Persons, the capital stock or other equity interests in which, or all or
substantially all of the Assets of which, the Company has acquired in any
Permitted Acquisition. The Company will not, and will not permit any Subsidiary
or ERISA Affiliate to, permit any Plan maintained by the Company, any Subsidiary
or any ERISA Affiliate (a) to engage in any "PROHIBITED TRANSACTION" (as defined
in ERISA), (b) to incur an "ACCUMULATED FUNDING DEFICIENCY" (as defined in
section 302 of ERISA and section 412 of the Code), or (c) to terminate such Plan
in a manner which could result in the imposition of a Lien on the property or
assets of the Company or any of its Subsidiaries.

         6N. ONLY ONE CLASS OF CAPITAL STOCK. The Company will not, and will not
permit any Subsidiary to, have any class of capital stock other than its common
stock.

         6O.       PROHIBITION AGAINST PAYMENTS AND PREPAYMENTS OF CERTAIN 
INDEBTEDNESS.  The Company will not, and will not permit any of its 
Subsidiaries to, prepay any Subordinated Debt or



                                       25

<PAGE>   32
any Indebtedness evidenced by the Medium Term Note, except that (i) the Medium
Term Note may be prepaid in connection with the IPO by an amount up to
$1,000,000, provided that such prepayment is applied to installments of
principal in direct order of maturity; and (ii) in order to cause the exercise
of conversion rights thereunder in connection with the IPO, the Company may
offer to prepay in full the Convertible Subordinated Notes (and may prepay the
Convertible Subordinated Notes if such prepayment offer is in fact accepted by
the holders thereof), provided that any such prepayment offer must be made no
later than three days after consummation of the IPO. Upon the occurrence and
during the continuance of any Default or Event of Default, the Company will not,
and will not permit any Subsidiary to, pay any principal of or interest or
premium on any Subordinated Debt.

         6P. NO SUBSIDIARIES. Notwithstanding anything in this Agreement or any
other Second Priority Note Document to the contrary, the Company will not create
any Subsidiaries; provided, however, that, if the holders of the Notes consent
to the creation of a Subsidiary pursuant to paragraph 11C, at the cost and
expense of the Company, the Company will (i) execute and deliver a pledge
agreement in favor of the holders of the Notes and in form, scope and substance
satisfactory to the Required Holder(s), (ii) cause each subsequently acquired or
organized Subsidiary (contemporaneously with such acquisition or organization)
to execute and deliver a guaranty agreement in favor of the holders of Notes and
in form, scope and substance satisfactory to the Required Holder(s), (iii)
deliver or cause such Subsidiary to deliver to the Collateral Agent a
certificate representing all capital stock of, or other equity interests in,
such subsequently acquired or organized Subsidiary, together with an undated
stock power or assignment, executed in blank by a Responsible Officer (or take
or cause a Subsidiary to take such other actions as are necessary to provide the
Collateral Agent with a perfected pledge of or security interest in such capital
stock or other equity interests), and (iv) cause such Subsidiary to secure
payment of the Notes and performance and observance of all other obligations of
the Company and its Subsidiaries under the Second Priority Note Documents by
pledging or creating, or causing to be pledged or created, perfected security
interests and Liens with respect to such of its assets and properties as the
Required Holder(s) shall designate (it being understood that it is the intent of
the parties that such obligations shall be secured by, among other things,
substantially all the property and assets of the Company and its Subsidiaries
(now or hereafter acquired or created), including, without limitation, real and
other properties acquired subsequent to the Date of Closing). The aforementioned
security interests and Liens will be created under the Security Documents and
other security agreements, mortgages, deeds of trust and other instruments and
documents in form, scope and substance satisfactory to the Required Holder(s)
and the Collateral Agent, and the Company will deliver or cause to be delivered
to the Collateral Agent, all such instruments and documents (including, without
limitation, legal opinions, title insurance policies, surveys and lien searches)
as the Required Holder(s) or the Collateral Agent shall request to evidence
compliance with this paragraph 6P.

         6Q.       RESTRICTIONS ON ISSUANCES OF COMMON STOCK.  The Company will
 not issue common stock to any Person other than CBH.



                                       26

<PAGE>   33

         6R. RESTRICTIONS UPON THE AMENDMENT OF CERTAIN DOCUMENTS. The Company
will not, and will not permit any Subsidiary to, amend any principal office
agreement, including, without, limitation, the provisions related to the sharing
of commissions (other than the amendment to the Wamberg Principal Office
Agreement described in the Registration Statement), any employment agreement
(other than the amendment to the employment agreement of Melvin G. Todd
described in the Registration Statement), the Non-Compete Agreement or any
Working Capital Note Document in any manner that (i) could result in a material
adverse change in the business, condition (financial or otherwise), prospects or
operations of the Company and its Subsidiaries taken as a whole, (ii) could
result in a material adverse effect on the Company and its Subsidiaries as a
going concern or (iii) could in any manner materially adversely affect the
obligations or covenants of the Company and its Subsidiaries hereunder or under
any of the other Second Priority Note Documents.

         6S. LIMITATION ON AMOUNT OF S CORPORATION TAX DISTRIBUTIONS.
Notwithstanding any provision in this Agreement to the contrary, (i) no S
Corporation Tax Distributions may be made for any tax period during which the
Company or CBI-Texas was not an S Corporation and (ii) the aggregate amount of S
Corporation Tax Distributions that may be made by the Company for any period
during which the Company or CBI-Texas was an S Corporation shall not exceed the
product of (A) the maximum marginal federal income tax rate applicable to
individuals under Section 1 of the Code, plus 3% and (B) the net taxable income
and gain of the Company or CBI-Texas for such period, less the aggregate amount
of unrecovered net taxable losses of the Company or CBI-Texas for all prior
periods; provided, that a distribution to the former shareholders of CBI-Texas
in the aggregate amount of $3,200,000, as specified in the Registration
Statement, may be made in connection with the IPO.

         6T. PROHIBITION AGAINST PHANTOM STOCK. The Company will not, and will
not permit any Subsidiary to, create any "phantom stock" or any equivalent
thereto (other than pursuant to the Cochlan Phantom Stock Agreement).

         6U. RENEWALS OF PLANS AND POLICIES. The Company shall ensure that (i)
renewal of plans and policies occurs only within the respective divisions or
other segments of the Company in which the original plans or policies were
produced, and (ii) all resulting renewal commissions and fees in respect of such
original plans or policies are paid to, and accounted for on the books of, such
respective divisions or other segments of the Company.

         PARAGRAPH 7.  EVENTS OF DEFAULT.

         7.  EVENTS OF DEFAULT.

         7A. ACCELERATION. If any of the following events shall occur and be
continuing for any reason whatsoever (and whether such occurrence shall be
voluntary or involuntary or come about or be effected by operation of law or
otherwise):



                                       27

<PAGE>   34

                   (i) the Company defaults in the payment of any principal of
         any Note when the same shall become due, either by the terms thereof or
         otherwise as herein provided; or

                   (ii) the Company defaults in the payment of any interest on
         any Note for more than five days after the date due; or

                   (iii) the Company or any Subsidiary (a) defaults (whether as
         primary obligor or as guarantor or other surety) in any payment of
         principal of or interest on any other Indebtedness (or any obligation
         under notes payable or drafts accepted representing extensions of
         credit) beyond any period of grace provided with respect thereto, (b)
         fails to perform or observe any other agreement, term or condition
         contained in any agreement under which any such obligation is created
         (or if any other event thereunder or under any such agreement shall
         occur and be continuing) and the effect of such failure or other event
         is to cause such obligation to become due (or to be repurchased by the
         Company or any Subsidiary) prior to any stated maturity; provided, that
         the aggregate amount of all obligations as to which such a payment
         default shall occur and be continuing or such a failure or other event
         causing acceleration (or sale to the Company or any Subsidiary) shall
         occur and be continuing exceeds $100,000; or

                   (iv) the Company defaults in the payment of any principal of,
         premium payable with respect to or interest on the Medium Term Note,
         any Working Capital Note or any AAA Distribution Note when the same
         shall become due, either by the terms thereof or otherwise as provided
         in the BCS Acquisition Agreement, the Working Capital Documents or the
         Share Repurchase Agreements;

                   (v) any representation or warranty made by the Company or any
         of its Subsidiaries herein or in any of the other Second Priority Note
         Documents, or by the Company or any of its officers in any writing
         furnished in connection with or pursuant to this Agreement shall be
         false in any material respect on the date as of which made; or

                   (vi) the Company fails to perform or observe any term,
         covenant or agreement contained in paragraph 5N, 5O, 5P or 6 or Section
         7 or 8 of the Security Agreement; or

                   (vii) the Company or any Subsidiary fails to perform or
         observe any other agreement, covenant, term or condition contained
         herein or in any of the other Second Priority Note Documents and such
         failure shall not be remedied (a) within 30 days after any Responsible
         Officer obtains (or should have obtained) knowledge thereof or (b)
         within 15 days after the Company receives written notice of such
         failure from any holder; or

                   (viii) the Company or any Subsidiary makes an assignment for
         the benefit of creditors or is generally not paying its debts as such
         debts become due; or



                                       28

<PAGE>   35

                   (ix) any decree or order for relief in respect of the Company
         or any Subsidiary is entered under any bankruptcy, reorganization,
         compromise, arrangement, insolvency, readjustment of debt, dissolution
         or liquidation or similar law, whether now or hereafter in effect (the
         "BANKRUPTCY LAW"), of any jurisdiction; or

                   (x) the Company or any Subsidiary petitions or applies to any
         Tribunal for, or consents to, the appointment of, or taking possession
         by, a trustee, receiver, custodian, liquidator or similar official of
         the Company or any Subsidiary, or of any substantial part of the assets
         of the Company or any Subsidiary, or commences a voluntary case under
         the Bankruptcy Law of the United States or any proceedings (other than
         proceedings for the voluntary liquidation and dissolution of a
         Subsidiary) relating to the Company or any Subsidiary under the
         Bankruptcy Law of any other jurisdiction; or

                   (xi) any such petition or application is filed, or any such
         proceedings are commenced, against the Company or any Subsidiary and
         the Company or such Subsidiary by any act indicates its approval
         thereof, consent thereto or acquiescence therein, or an order, judgment
         or decree is entered appointing any such trustee, receiver, custodian,
         liquidator or similar official, or approving the petition in any such
         proceedings, and such order, judgment or decree remains unstayed and in
         effect for more than 60 days; or

                   (xii) any order, judgment or decree is entered in any
         proceedings against the Company decreeing the dissolution of the
         Company and such order, judgment or decree remains unstayed and in
         effect for more than 30 days; or

                   (xiii) any order, judgment or decree is entered in any
         proceedings against the Company or any Subsidiary decreeing a split-up
         of the Company or such Subsidiary which requires the divestiture of
         assets representing a substantial part, or the divestiture of the stock
         of a Subsidiary whose assets represent a substantial part, of the
         consolidated assets of the Company and its Subsidiaries (determined in
         accordance with generally accepted accounting principles) or which
         requires the divestiture of assets, or stock of a Subsidiary, which
         shall have contributed a substantial part of the Consolidated Net
         Income for any of the three fiscal years then most recently ended, and
         such order, judgment or decree remains unstayed and in effect for more
         than 30 days; or

                   (xiv) any final judgment or order, or series of final
         judgments or orders, in an amount in excess of $100,000, is rendered
         against the Company or any Subsidiary and either (i) enforcement
         proceedings have been commenced by any creditor upon such judgment or
         order or (ii) within 30 days after entry thereof, such judgment is not
         discharged or execution thereof stayed pending appeal, or within 30
         days after the expiration of any such stay, such judgment is not
         discharged; or



                                       29

<PAGE>   36

                   (xv) any Termination Event with respect to a Plan shall have
         occurred and, within 30 days after the occurrence thereof, (a) such
         Termination Event (if correctable) shall not have been corrected and
         (b) the then present value of such Plan's vested benefits exceeds the
         then current value of assets accumulated in such Plan by more than the
         amount of $100,000 (or in the case of a Termination Event involving the
         withdrawal of a "substantial employer" (as defined in Section 4001(a)
         (2) of ERISA), the withdrawing employer's proportionate share of such
         excess shall exceed such amount); or

                   (xvi) the Company or any of its ERISA Affiliates as employer
         under a Multiemployer Plan shall have made a complete or partial
         withdrawal from such Multiemployer Plan and the plan sponsor of such
         Multiemployer Plan shall have notified such withdrawing employer that
         such employer has incurred a withdrawal liability in an aggregate
         amount exceeding $100,000; or

                   (xvii) any two of W.T. Wamberg, Melvin G. Todd, Richard
         Chapman and the chief financial officer or chief operating officer of
         the Company, as the case may be, shall no longer continue to be
         executive officers of the Company or engaged in the day-to-day
         management of the affairs of the Company and its Subsidiaries, provided
         that the absence of the chief financial officer or the chief operating
         officer shall not result in a Default or an Event of Default pursuant
         to this clause (xviii) unless the chief financial officer or the chief
         operating officer is not replaced within 180 days; or

                   (xviii) an "Event of Default" under and as such term is
         described in the Guaranty shall have occurred and be continuing;

then (a) if such event is an Event of Default specified in clause (i) or (ii) of
this paragraph 7A, the holder of any Note (other than the Company or any of its
Subsidiaries or Affiliates) may at its option, by notice in writing to the
Company, declare such Note to be, and such Note shall thereupon be and become,
immediately due and payable at par together with interest accrued thereon,
without presentment, demand, protest or other notice of any kind, all of which
are hereby waived by the Company, (b) if such event is an Event of Default
specified in clause (ix), (x) or (xi) of this paragraph 7A, all of the Notes at
the time outstanding shall automatically become immediately due and payable
together with interest accrued thereon, without presentment, demand, protest or
notice of any kind, all of which are hereby waived by the Company, and (c) if
such event is not an Event of Default specified in clause (ix), (x) or (xi) of
this paragraph 7A, the holder(s) of 100% of the aggregate principal amount of
the Notes at the time outstanding may at its or their option, by notice in
writing to the Company, declare all of the Notes to be, and all of the Notes
shall thereupon be and become, immediately due and payable together with
interest accrued thereon, without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Company.

         7B. RESCISSION OF ACCELERATION. At any time after any or all of the
Notes shall have been declared immediately due and payable pursuant to paragraph
7A, the holder(s) of 100% of the aggregate principal amount of the Notes at the
time outstanding may, by notice in writing to the



                                       30

<PAGE>   37
Company, rescind and annul such declaration and its consequences if (i) the
Company shall have paid all overdue interest on the Notes, the principal of the
Notes which has become due otherwise than by reason of such declaration, and
interest on such overdue interest and overdue principal at the rate specified in
the Notes, (ii) the Company shall not have paid any amounts which have become
due solely by reason of such declaration, (iii) all Events of Default and
Defaults, other than non-payment of amounts which have become due solely by
reason of such declaration, shall have been cured or waived pursuant to
paragraph 11C, and (iv) no judgment or decree shall have been entered for the
payment of any amounts due pursuant to the Notes or this Agreement. No such
rescission or annulment shall extend to or affect any subsequent Event of
Default or Default or impair any right arising therefrom.

         7C. NOTICE OF ACCELERATION OR RESCISSION. Whenever any Note shall be
declared immediately due and payable pursuant to paragraph 7A or any such
declaration shall be rescinded and annulled pursuant to paragraph 7B, the
Company shall forthwith give written notice thereof to the holder of each Note
at the time outstanding.

         7D. RIGHT OF SET-OFF. In addition to any rights and remedies of the
holders of the Notes provided by law (including, without limitation, other
rights of set-off, recoupment or appropriation and application) and upon the
occurrence and continuance of an Event of Default, each holder of a Note shall
have the right, without prior notice to the Company or any of its Subsidiaries,
any such notice being expressly waived by the Company and its Subsidiaries to
the extent permitted by applicable law, upon any amount becoming due and payable
by the Company or any of its Subsidiaries hereunder or under the other Second
Priority Note Documents or the Senior Note Documents (whether at the stated
maturity, by acceleration or otherwise) to set-off, recoup or appropriate and
apply, at any time and from time to time, against such amount, to the extent
permitted by applicable law, any and all commission fees and revenues and any
other credits, indebtedness or claims, in each case whether direct or indirect,
absolute or contingent, matured or unmatured, at any time held or owing or to
become owing by such holder or any affiliate thereof to or for the credit or the
account of the Company or any of its Subsidiaries, whether or not the Collateral
Agent or any holder of a Note has made any demand for payment. Any Person to
whom the holder of any Note has granted a participation pursuant to paragraph
11E of this Agreement shall, to the maximum extent permitted by applicable law,
also have the rights of set-off, recoupment or appropriation and application
provided for in this paragraph 7D in respect of its participating interest, to
the same extent as if the amount of its participating interest were owing
directly to it as a holder of a Note. Each holder of a Note agrees promptly to
notify the Company or any Subsidiary, as applicable, and the Collateral Agent
after any such set-off, recoupment or appropriation and application made by such
holder or, to its knowledge, by a Person to whom such holder has granted such a
participation, provided that, to the extent permitted by applicable law, the
failure to give such notice shall not affect the validity of such set-off,
recoupment or appropriation and application.

         7E. NOTICE TO HOLDERS OF SUBORDINATED DEBT; PAYMENT BLOCK. Upon the
occurrence and continuance of any Default or any Event of Default, the Company
shall promptly notify each holder of any Subordinated Debt of such Default and
Event of Default. The Company will not, and



                                       31

<PAGE>   38

will not permit any Subsidiary to, pay any principal of or interest or premium
on any Subordinated Debt during the continuance of any Default or any Event of
Default.

         7F. OTHER REMEDIES. If any Event of Default or Default shall occur and
be continuing, (i) the holder of any Note may proceed to protect and enforce its
rights under this Agreement, such Note and the other Second Priority Note
Documents by exercising such remedies as are available to such holder in respect
thereof under applicable law, either by suit in equity or by action at law, or
both, whether for specific performance of any covenant or other agreement
contained in this Agreement or the other Second Priority Note Documents or in
aid of the exercise of any power granted in this Agreement or the other Second
Priority Note Documents, and (ii) both the Collateral Agent and the holders of
the Notes may exercise any rights or remedies in their respective capacities
under the Security Documents in accordance with the provisions thereof. No
remedy conferred in this Agreement or the other Second Priority Note Documents
upon the holder of any Note or the Collateral Agent is intended to be exclusive
of any other remedy, and each and every such remedy shall be cumulative and
shall be in addition to every other remedy conferred herein or now or hereafter
existing at law or in equity or by statute or otherwise.

         PARAGRAPH 8.  REPRESENTATIONS, COVENANTS AND WARRANTIES.

         8.  REPRESENTATIONS, COVENANTS AND WARRANTIES. The Company represents,
covenants and warrants as follows:

         8A. ORGANIZATION AND QUALIFICATION. The Company is a corporation duly
organized and validly existing in good standing under the laws of the State of
Delaware, and is duly licensed and in good standing as a foreign corporation in
each jurisdiction in which the nature of the business transacted or the property
owned is such as to require licensing or qualification as a foreign corporation.
The Company has no Subsidiaries. The execution, delivery and performance by the
Company of the Notes, this Agreement, the other Second Priority Note Documents,
the Schoenke Acquisition Documents, the IPO Documents and the Merger Documents
to which it is a party are within the Company's corporate powers and have been
duly authorized by all necessary corporate action.

         8B. FINANCIAL STATEMENTS. The Company has furnished each Existing
Holder with the following financial statements, identified by a principal
financial officer of the Company: (a) (i) a balance sheet of CBI-Texas at
December 31, 1997, and a statement of income, stockholders' equity and cash
flows of CBI-Texas for such year, all reported on by Ernst & Young LLP, (ii) a
balance sheet of [CBI-TEXAS] as at [JUNE 30, 1998] and a statement of income,
stockholders' equity and cash flows for the [SIX-MONTH PERIOD] ended on each
such date, prepared by [CBI-TEXAS] and (iii) a consolidated balance sheet of the
Schoenke Companies as at [JUNE 30, 1998] and consolidated statements of income,
stockholders' equity and cash flows for the [SIX-MONTH PERIOD] ended on such
date, prepared by the Schoenke Companies and (b) (i) a pro forma balance sheet
of the Company (after giving effect to the Schoenke Acquisition, the Merger and
the IPO and including a breakdown by each division of the Company) as at
December 31, 1997 and pro forma statements of income,



                                       32

<PAGE>   39

stockholder's equity and cash flows of the Company (after giving effect to the
Schoenke Acquisition, the Merger and the IPO) for such year, prepared by the
Company, and (ii) a pro forma balance sheet of the Company (after giving effect
to the Schoenke Acquisition, the Merger and the IPO and including a breakdown by
each division of the Company) as at [JUNE 30, 1998] and pro forma statements of
income, stockholders' equity and cash flow of the Company (after giving effect
to the Schoenke Acquisition, the Merger and the IPO and including a breakdown by
each division of the Company) for the [SIX-MONTH] period ended on such date,
prepared by the Company. Such financial statements (including any related
schedules and/or notes) are true and correct in all material respects (subject,
as to interim statements, to changes resulting from audits and year-end
adjustments), have been prepared in accordance with generally accepted
accounting principles consistently followed throughout the periods involved and
show all liabilities, direct and contingent, of the Company required to be shown
in accordance with such principles. The balance sheets fairly present the
historical or pro forma, as the case may be, condition of CBI-Texas, the Company
or the Schoenke Companies, as the case may be, as at the dates thereof, and the
statements of income, stockholders' equity and cash flows fairly present the,
historical or pro forma, as the case may be, results of the operations of
CBI-Texas, the Company or the Schoenke Companies, as the case may be, and their
cash flows for the periods indicated. There has been no material adverse change
in the business, condition (financial or otherwise), prospects or operations of
the Company or CBI-Texas since December 31, 1997.

         8C. ACTIONS PENDING. Other than as described on Schedule 8C, there is
no action, suit, investigation or proceeding pending or, to the knowledge of the
Company, threatened against the Company, or any properties or rights of the
Company, by or before any court, arbitrator or administrative or governmental
body which, if adversely determined, might result in a liability of greater than
$100,000 or might otherwise result in any material adverse change in the
business, condition (financial or otherwise), prospects or operations of the
Company. There is no action, suit, investigation or proceeding pending or
threatened against the Company which purports to affect the validity or
enforceability of this Agreement, any Note, any of the other Second Priority
Note Documents, any of the Schoenke Acquisition Documents, any of the Merger
Documents or any of the IPO Documents.

         8D. OUTSTANDING INDEBTEDNESS. The Company does not have outstanding any
Indebtedness except as permitted by paragraphs 6A, 6D and 6G(2) and all of which
is described in Schedule 8D attached hereto. There exists no default under (and
no waiver of default is currently in effect with respect to) the provisions of
any instrument evidencing such Indebtedness or of any agreement relating
thereto, and no event or condition exists with respect to any Indebtedness of
the Company that would permit (or that with notice or the lapse of time, or
both, would permit) one or more Persons to cause such Indebtedness to become due
and payable before its stated maturity or before its regularly scheduled dates
of payment.

         8E. TITLE TO PROPERTIES. The Company has good and marketable title to
its real property (other than property which it leases) and good title to all of
its other properties and assets, including the properties and assets reflected
in the pro forma balance sheet as at [JUNE 30, 1998] referred to



                                       33

<PAGE>   40

in paragraph 8B(b)(ii) (other than properties and assets disposed of in the
ordinary course of business), subject to no Lien of any kind except Liens
permitted by paragraph 6G(1). All leases necessary in any material respect for
the conduct of the business of the Company are valid and subsisting and are in
full force and effect.

         8F. POSSESSION OF FRANCHISES, LICENSES, PATENTS AND TRADEMARKS. The
Company possesses all franchises, certificates, licenses, permits and other
authorizations from governmental political subdivisions or regulatory
authorities, free from burdensome restrictions, that are necessary in any
material respect for the ownership, maintenance and operation of its properties
and assets, and the Company is not in violation of any thereof in any material
respect. The Company owns or possesses all licenses, permits, franchises,
authorizations, patents, copyrights, service marks, trademarks, trade dress,
logos, corporate names and trade names and rights thereto, that individually or
in the aggregate are material, without known conflict with the rights of others.
To the best knowledge of the Company, no product of the Company infringes in any
material respect any license, permit, franchise, authorization, patent,
copyright, service mark, trademark, trade name, trade dress, logo, corporate
name or other right owned by any other Person. To the best knowledge of the
Company, there is no material violation by any Person of any right of the
Company with respect to any patent, copyright, service mark, trademark, trade
name, trade dress, logo, corporate name or other right owned or used by the
Company.

         8G. TAXES. The Company or CBI-Texas has filed all federal, state and
other income tax returns which, to the knowledge of the officers of the Company,
are required to be filed, and has paid all taxes as shown on such returns and on
all assessments received by it, and has paid, collected and withheld all other
taxes which are otherwise required to be paid, collected or withheld on or prior
to the date hereof, except such taxes as are being contested in good faith by
appropriate proceedings and for which adequate reserves have been established in
accordance with generally accepted accounting principles. There are no
unsatisfied actual or proposed adjustments or assessments for taxes against the
Company or CBI-Texas or, to the knowledge of the Company, any basis for any such
assessment or adjustment. There are no pending audits, actions, proceedings,
disputes, claims or, to the Company's knowledge, investigations with respect to
any taxes payable by or asserted against the Company or CBI-Texas. The Company
or CBI-Texas has not received notice from any governmental authority of its
intent to examine or audit any tax returns of the Company or CBI-Texas.
CBI-Texas has been subject to a valid and effective election to be an S
corporation, within the meaning of section 1361(a)(1) of the Code from the date
of its organization to the date of consummation of the Merger, and such S
corporation election has not been terminated (within the meaning of section
1362(d) of the Code) at any time on or prior to such date. As of the date
hereof, the Company does not have any amounts of "net unrealized built-in gain"
(within the meaning of section 1374(d) of the Code) on which the Company would
be required to pay taxes under Section 1374(a) of the Code if the Company were
to sell any of its assets at any time on or after the date hereof.

         8H.       CONFLICTING AGREEMENTS AND OTHER MATTERS.  The Company is 
not a party to any contract or agreement or subject to any charter or other 
corporate restriction which materially and



                                       34

<PAGE>   41

adversely affects its business, property or assets, prospects or financial
condition. The execution and delivery of the Second Priority Note Documents, the
Schoenke Acquisition Documents, the Merger Documents and the IPO Documents (the
Second Priority Note Documents, the Schoenke Acquisition Documents, the Merger
Documents and the IPO Documents, collectively, the "TRANSACTION DOCUMENTS") by
the Company, the issuance and delivery of the Notes and the Working Capital
Notes by the Company and the conversion of the Convertible Subordinated Notes
and the fulfillment of and compliance with the respective provisions of the
Transaction Documents by the Company do not and will not conflict with, or
result in a breach of the terms, conditions or provisions of, or constitute a
default under, or result in any violation of, or result in the creation of any
Lien (except Liens created under the Security Documents) upon any of the
properties or assets of the Company pursuant to, or require any authorization,
consent, approval, exemption or other action by or notice to or filing with any
court, administrative or governmental body or other Person (other than (a)
routine filings after the date hereof with the Securities and Exchange
Commission and/or state Blue Sky authorities, (b) filings with the Secretaries
of State of the States of Delaware and Texas in connection with the Merger, (c)
the filing with the Securities and Exchange Commission of the Registration
Statement in connection with the IPO, (d) those recordations and filings with
respect to the Security Documents as are set forth in the opinion of Keith
Staudt, General Counsel of the Company, delivered pursuant to paragraph 3A(ix)
hereof and (e) other consents and approvals required by the assignment of
various licenses and contracts pursuant to the Schoenke Acquisition Agreement)
or result in the revocation, suspension, limitation or imposition of any
material condition upon the license of the Company to act as a life insurance
agent in the State of Texas pursuant to the Texas Insurance Code or any similar
license required or granted by any administrative or governmental body or other
Person pursuant to, the Certificate of Incorporation or bylaws of the Company,
any applicable law (including, without limitation, any insurance, securities or
Blue Sky law), statute, rule or regulation or any agreement (including, without
limitation, (i) any Schoenke Acquisition Document, (ii) any agreement referred
to in Schedule 8Z or any other material agreement of the Company or the Schoenke
Companies, if any, and (iii) any agreement (other than the Note Documents) set
forth or listed in any schedule or exhibit to, or specifically referred to in,
any Schoenke Acquisition Document or any instrument, order, judgment or decree
to which the Company is a party or otherwise subject (including, without
limitation, by virtue of its assumption of liabilities under the Schoenke
Acquisition Agreement)). The Company is not a party to, or otherwise subject to
any provision contained in, any instrument evidencing Indebtedness of the
Company, any agreement relating thereto or any other contract or agreement
(including its charter) which limits the amount of, or otherwise imposes
restrictions on the incurring of, Indebtedness of the Company of the type to be
evidenced by the Notes except as set forth in the agreements listed in Schedule
8H.

         8I. OFFERING OF THE ORIGINAL NOTES. Neither CBI-Texas, the Company nor
any agent acting on behalf of either, directly or indirectly, offered the
Original Notes or any similar security of CBI-Texas or the Company for sale to,
or solicited any offers to buy the Original Notes or any similar security of
CBI-Texas or the Company from, or otherwise approached or negotiated with
respect thereto with, any Person other than institutional investors, and neither
CBI-Texas nor the Company nor any agent acting on behalf of either took or will
take any action which would subject



                                       35

<PAGE>   42

the issuance or sale of the Original Notes or the delivery of the Notes to the
Existing Holders to the provisions of section 5 of the Securities Act or to the
provisions of any securities or Blue Sky law of any applicable jurisdiction.

         8J. USE OF PROCEEDS. The Company does not own or have any present
intention of acquiring any "MARGIN STOCK" as defined in Regulation U (12 CFR
Part 221) of the Board of Governors of the Federal Reserve System ("MARGIN
STOCK"). The proceeds of sale of the Original Notes were used for the purposes
described in paragraph 8K of the Original Note Agreement. None of such proceeds
were or will be used, directly or indirectly, for the purpose, whether
immediate, incidental or ultimate, of purchasing or carrying any margin stock or
for the purpose of maintaining, reducing or retiring any Indebtedness which was
originally incurred to purchase or carry any stock that is currently a margin
stock or for any other purpose which might constitute this transaction a
"PURPOSE CREDIT" within the meaning of such Regulation U. Neither the Company
nor any agent acting on its behalf has taken or will take any action which might
cause this Agreement or the Notes to violate Regulation U or any other
regulation of the Board of Governors of the Federal Reserve System or to violate
the Exchange Act, in each case as in effect now or as the same may hereafter be
in effect.

         8K. ERISA. No accumulated funding deficiency (as defined in section 302
of ERISA and section 412 of the Code), whether or not waived, exists with
respect to any Plan (other than a Multiemployer Plan). No liability to the PBGC
has been or is expected by the Company or any ERISA Affiliate to be incurred
with respect to any Plan (other than a Multiemployer Plan) by the Company or any
ERISA Affiliate which is or would be materially adverse to the business,
condition (financial or otherwise), prospects or operations of the Company.
Neither the Company nor any ERISA Affiliate has incurred or presently expects to
incur any withdrawal liability under Title IV of ERISA with respect to any
Multiemployer Plan which is or would be materially adverse to the business,
condition (financial or otherwise), prospects or operations of the Company. The
execution and delivery of the Original Note Agreement and the issuance and sale
of the Original Notes were, and the execution and delivery of this Agreement and
the issuance and delivery of the Notes will be, exempt from, or did not or will
not involve any transaction which was or is subject to, the prohibi tions of
section 406 of ERISA and did not or will not involve any transaction in
connection with which a penalty could have been or could be imposed under
section 502(i) of ERISA or a tax could have been or could be imposed pursuant to
section 4975 of the Code. The representation by the Company in the next
preceding sentence is made in reliance upon and subject to the accuracy of the
representation of each Existing Holder in paragraph 9B as to the source of funds
used by it to purchase any Original Note.

         8L. GOVERNMENTAL CONSENT. Neither the nature of the Company, nor any of
its businesses or properties, nor any relationship between the Company and any
other Person, nor any circumstance in connection with the issuance or delivery
of the Notes is such as to require any authorization, consent, approval,
exemption or other action by or notice to or filing with any court or
administrative or governmental or regulatory body in connection with the
execution and delivery of this Agreement, the other Second Priority Note
Documents, the Schoenke Acquisition Documents,



                                       36

<PAGE>   43

the IPO Documents or the Merger Documents and the issuance or delivery of the
Notes or fulfillment of or compliance with the terms and provisions of this
Agreement or of the Notes, other than (i) consents required in connection with
the Schoenke Acquisition, all of which have been obtained or will be obtained
prior to the consummation of the Schoenke Acquisition, (ii) filings to perfect
the Liens under the Security Documents, (iii) filings with the Secretaries of
State of the States of Delaware and Texas in connection with the Merger, (iv)
the filing with the Securities and Exchange Commission of the Registration
Statement in connection with the IPO, and (v) routine filings after the Date of
Closing with the Securities and Exchange Commission and/or state Blue Sky
authorities.

         8M. ENVIRONMENTAL COMPLIANCE. The Company and all of its properties and
facilities have complied at all times and in all respects with all federal,
state, local and regional statutes, laws, ordinances and judicial or
administrative orders, judgments, rulings and regulations relating to protection
of the environment except, in any such case, where failure to comply could not
result in a material adverse effect on the business, condition (financial or
otherwise) or operations of the Company.

         8N. FISCAL YEAR.  The fiscal year of the Company ends as of 
December 31 of each year.

         8O. DISCLOSURE. Neither this Agreement, the other Second Priority Note
Documents nor any other document, certificate or statement furnished to any
Existing Holder by or on behalf of the Company in connection herewith contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained herein and therein not
misleading. There is no fact peculiar to the Company which materially adversely
affects or in the future may (so far as the Company can now foresee) materially
adversely affect the business, property or assets, or financial condition of the
Company and which has not been set forth in this Agreement, the other Second
Priority Note Documents or in the other documents, certificates and statements
furnished to any Existing Holder by or on behalf of the Company prior to the
date hereof in connection with the transactions contemplated hereby. The pro
forma financial projections dated as of [__________] and previously delivered to
the Existing Holders by the Company are reasonable based on the assumptions
stated therein and the best information available to the officers of the
Company. The Company and the Schoenke Companies have disclosed the material
terms of all existing transactions with Affiliates to the Existing Holders.

         8P. INVESTMENT COMPANY ACT. Neither the Company nor any Person
controlling the Company is an "INVESTMENT COMPANY," or a company "CONTROLLED" by
an "INVESTMENT COMPANY," within the meaning of the Investment Company Act of
1940, as amended.

         8Q. OTHER REGULATION. Neither the Company nor any Person controlling
the Company is subject to regulation under any federal or state statute or
regulation, as amended from time to time, which limits the ability of (i) the
Company to issue the Notes or (ii) the Company to perform its respective
obligations under this Agreement, the other Second Priority Note Documents or
the Schoenke Acquisition Documents.



                                       37

<PAGE>   44

         8R. OTHER REPRESENTATIONS AND WARRANTIES. To induce the Existing
Holders to enter into this Agreement in amendment and restatement of the
Original Note Agreement and to accept the Notes, the Company agrees that the
Existing Holders shall be entitled to rely upon each of the representations and
warranties set forth in any of the Schoenke Acquisition Documents, any of the
Merger Documents and any of the IPO Documents, in each case as fully as if set
forth in this Agreement.

         8S. SOLVENCY. The Company is Solvent, both before and after giving
effect to this Agreement, the other Second Priority Note Documents, the Senior
Note Documents, the Schoenke Acquisition Documents, the Merger Documents and the
IPO Documents and to the transactions contemplated hereby and thereby.

         8T. EMPLOYMENT AGREEMENTS, NON-COMPETITION AGREEMENTS AND PRINCIPAL
OFFICE AGREEMENTS. Schedule 8T describes all material employment agreements,
non-competition agreements and principal office agreements to which the Company
is a party. All of the material employment agreements, non-competition
agreements and principal office agreements described on Schedule 8T are in full
force and effect and no default thereunder or violation of any of the provisions
thereof exists.

         8U. INSURANCE LICENSES. All Insurance Licenses of the Company are
listed on Schedule 8U and are in full force and effect. No proceeding or
customer complaint has been filed with insurance regulatory authorities which
could reasonably be expected to lead to revocation, failure to renew,
limitation, suspense or restriction of any such Insurance License.

         8V. UNDISCLOSED LIABILITIES. The Company does not have any Liability
(and there is no Basis for any present or future action, suit, proceeding,
hearing, investigation, charge, complaint, claim, or demand against it giving
rise to any Liability), except for (i) Liabilities set forth on the face of the
pro forma balance sheet of the Company dated as of [JUNE 30, 1998] described in
paragraph 3A(xx)(a)(y) and disclosed in any notes thereto and (ii) Liabilities
which have arisen after [JUNE 30, 1998] in the Ordinary Course of Business (none
of which results from, arises out of, relates to, is in the nature of, or was
caused by any breach of a contract, breach of warranty, tort, infringement, or
violation of law).

         8W. LEGAL COMPLIANCE. The Company and each of its stockholders,
officers, independent contractors, subagents, consultants and employees who are
required by reason of the nature of their employment by the Company to be
registered or appointed as an insurance agent, insurance broker or insurance
producer with the insurance department of any state or any self-regulatory body
or other governmental entity, is duly registered or appointed as such and such
registration or appointment is in full force and effect, and neither the Company
nor any such other Persons has been enjoined, indicted, convicted or made the
subject of any consent decree or administrative order on account of any material
violation of applicable law in connection with such Person's actions in any of
the foregoing capacities or, any enforcement or disciplinary proceeding alleging
any such violation.



                                       38

<PAGE>   45

         8X. CERTAIN TAX MATTERS. Prior to its conversion to a C Corporation as
described in the Registration Statement, CBI-Texas had never been (i) a member
of an Affiliated Group filing a consolidated federal income Tax Return or (ii)
responsible for any Liability for the taxes of any Person (other than the
Company) as a transferee or successor, by contract, by operation of law, or
otherwise.

         8Y. SALES REPRESENTATIVES. To the Company's knowledge, the
stockholders, directors and officers (and employees with responsibility for
sales matters) of the Company and each of the Schoenke Companies (excluding,
with respect to the Schoenke Companies, Raymond Schoenke, Jr.), and all sales
representatives currently marketing the Company's and the Schoenke Companies'
insurance policies under Representative Agreements are expected to continue to
perform such services after the Date of Closing, and none has expressed an
intention or desire to cease such sales activities.

         8Z. CONTRACTS.  Except as set forth in Schedule 8Z, the Company is not
a party to, or bound by:

             (i) any agreement (or group of related agreements) for the lease of
         personal property to or from any Person providing for lease payments in
         excess of $20,000 per annum;

             (ii) any agreement (or group of related agreements) for the
         purchase or sale of supplies, products, or other personal property, or
         for the furnishing or receipt of services, the performance of which
         will extend over a period of more than one year, result in a material
         loss to the Company, or involve consideration in excess of $25,000;

             (iii) any agreement concerning a partnership or joint venture;

             (iv) any agreement (or group of related agreements) under which it
         has created, incurred, assumed, or guaranteed any indebtedness for
         borrowed money, or any Capitalized Lease Obligation, or under which it
         has imposed a Lien on any of its assets, tangible or intangible, except
         for the Liens permitted by paragraph 6G(1);

             (v) any agreement concerning confidentiality or noncompetition
         other than with insurance carriers and others regarding product
         development;

             (vi) any agreement or arrangement with any of the shareholders of
         the Schoenke Companies;

             (vii) any profit sharing, stock option, stock purchase, stock
         appreciation, deferred compensation, severance, or other material plan
         or arrangement (including, without limitation, any plan or arrangement
         with respect to phantom stock or any equivalent thereto) for the
         benefit of its current or former directors, officers, and employees;



                                       39

<PAGE>   46

             (viii) any collective bargaining agreement;

             (ix) any agreement for the employment of any individual on a
         full-time, part-time, consulting, or other basis providing annual
         compensation in excess of $50,000 or providing severance benefits or
         which is not terminable at the will of the Company;

             (x) any agreement or arrangement under which it has advanced or
         loaned any amount to any of its directors, officers, and employees;

             (xi) any agreement under which the consequences of a default or
         termination could have a material adverse effect on the business,
         condition (financial or other), prospects or operations of the Company;
         or

             (xii) any other agreement (or group of related agreements),
         including Vendors' Contracts, the performance of which involves
         consideration in excess of $10,000.

With respect to each agreement described in Schedule 8Z attached hereto: (a)
such agreement is legal, valid, binding, enforceable, and in full force and
effect; (b) such agreement will continue to be legal, valid, binding,
enforceable, and in full force and effect on identical terms following the
consummation of the Schoenke Acquisition, the Merger, the IPO and the
transactions contemplated by this Agreement and the other Second Priority Note
Documents; (c) no party is in breach or default, and no event has occurred which
with notice or lapse of time would constitute a breach or default, or permit
termination, modification, or acceleration, under such agreement; and (d) no
party has repudiated any provision of such agreement. The Company is not a party
to any oral agreement.

         8AA. ASSIGNMENT OF INSURANCE CONTRACTS. The Company has no reason to
believe that the notices and consents required to assign the Insurance Contracts
to the Company as provided in Section 3.11 of the Schoenke Acquisition Agreement
will not be obtained.

         8BB. SATISFACTION OF CONDITIONS PRECEDENT TO THE SCHOENKE ACQUISITION,
THE MERGER AND THE IPO. All of the conditions precedent to the effectiveness of
the Merger Documents and the IPO Documents have been satisfied. None of the
conditions precedent to the effectiveness of the Merger Documents, the IPO
Documents or the Schoenke Acquisition Documents have been waived without the
express written consent of each of the Existing Holders.

         8CC. COMPLIANCE WITH LAWS. The Company has complied with all applicable
laws, rules, regulations and orders (including those relating to protection of
the environment) except, in any such case, where failure to comply could not
have a material adverse effect on the business, condition (financial or
otherwise), operations or prospects of the Company.

         8DD. CONDITION OF PROPERTY. All of the property of the Company is in
good repair, working order and condition so that the business carried on in
connection therewith may be properly and advantageously conducted at all times
in the normal course of business.



                                       40

<PAGE>   47

         8EE. BOOKS AND RECORDS. The Company has at all times maintained proper
books of record and account in which full, true and correct entries have been
made in accordance with GAAP.

         8FF. ADDITIONAL DISCLOSURE. Schedule 8FF(1) is a true, correct and
complete schedule of all properly accrued performance bonuses payable to
employees and independent sales representatives and agents of the Company.
Schedule 8FF(2) is a true, correct and complete schedule of all Plans and
Multiemployer Plans of the Company and any ERISA Affiliates. Schedule 8FF(3) is
a true, correct and complete schedule of all trademarks, service marks, trade
dress, logos, trade names and corporate names of the Company, together with all
translations, adaptations, derivations and combinations thereof, and all
applications, registrations and renewals in connection therewith.

         8GG. SATISFACTION OF CONDITIONS PRECEDENT. All of the conditions
precedent to the effectiveness of this Agreement have been satisfied or waived
in writing by each of the Existing Holders.

         8HH. CERTAIN AFFILIATES. The arrangements contemplated by paragraph 5Q
are lawful and are customary and are recognized in the industry and
jurisdictions in which the Company operates or proposes to operate, directly or
in conjunction with Affiliates.

         PARAGRAPH 9.  REPRESENTATIONS OF EACH PURCHASER.

         9. REPRESENTATIONS OF EACH EXISTING HOLDER. Each Existing Holder
represents as follows:

         9A. NATURE OF PURCHASE. Such Existing Holder did not acquire the
Original Notes purchased by it under the Original Note Agreement and is not
acquiring the Notes to be delivered to it hereunder in replacement of such
Original Notes with a view to or for sale in connection with any distribution
thereof within the meaning of the Securities Act, provided that the disposition
of such Existing Holder's property shall at all times be and remain within its
control.

         9B. SOURCE OF FUNDS. Such Existing Holder represents that at least one
of the following statements is an accurate representation as to each source of
funds (a "SOURCE") used by such Existing Holder to purchase the Original Notes
purchased by it:

             (i) the Source constituted assets of a general account maintained
         by an insurance company, and the use of such Source for the purchase of
         the Original Notes was permitted by the terms of Prohibited Transaction
         Class Exemption 95-60; or

             (ii) the Source was either (a) an insurance company pooled separate
         account, within the meaning of Prohibited Transaction Exemption ("PTE")
         90-1 (issued January 29, 1990), or (b) a bank collective investment
         fund, within the meaning of PTE 91-38 (issued July 12, 1991) and,
         except as such Existing Holder disclosed to the Company in writing, no



                                       41

<PAGE>   48

         employee benefit plan or group of plans maintained by the same employer
         or employee organization beneficially owned more than 10% of all assets
         allocated to such pooled separate account or collective investment
         fund; or

             (iii) the Source constituted assets of an "investment fund" (within
         the meaning of Part V of the QPAM Exemption) managed by a "qualified
         professional asset manager" or "QPAM" (within the meaning of Part V of
         the QPAM Exemption), no employee benefit plan's assets that were
         included in such investment fund, when combined with the assets of all
         other employee benefit plans established or maintained by the same
         employer or by an affiliate (within the meaning of Section V(c)(1) of
         the QPAM Exemption) of such employer or by the same employee
         organization and managed by such QPAM, exceeded 20% of the total client
         assets managed by such QPAM, the conditions of Part I(c) and (g) of the
         QPAM Exemption were satisfied, neither the QPAM nor a person
         controlling or controlled by the QPAM (applying the definition of
         "control" in Section V(e) of the QPAM Exemption) owned a 5% or more
         interest in the Company and (a) the identity of such QPAM and (b) the
         names of all employee benefit plans whose assets were included in such
         investment fund were disclosed to the Company in writing; or

             (iv) the Source was a governmental plan; or

             (v) the Source was one or more employee benefit plans, or a
         separate account or trust fund comprised of one or more employee
         benefit plans, each of which was identified to the Company in writing;
         or

             (vi) the Source did not include assets of any employee benefit
         plan, other than a plan exempt from the coverage of ERISA.

As used in this paragraph 9B, the terms "EMPLOYEE BENEFIT PLAN", "GOVERNMENTAL
PLAN", "PARTY IN INTEREST" and "SEPARATE ACCOUNT" shall have the respective
meanings assigned to such terms in Section 3 of ERISA.

         PARAGRAPH 10.  DEFINITIONS.

         10. DEFINITIONS. For the purpose of this Agreement, the terms defined
in the introductory sentence and in paragraphs 1 and 2 shall have the respective
meanings specified therein, and the following terms shall have the meanings
specified with respect thereto below (such meanings to be equally applicable to
both the singular and plural forms of the terms defined):



                                       42

<PAGE>   49

         10A.      DEFINED TERMS.

                   "AAA DISTRIBUTION" shall mean the $0.60 per share
distribution to the shareholders of record of common stock of CBI-Texas on
October 31, 1997.

                   "AAA DISTRIBUTION NOTES" shall mean the subordinated
promissory notes of CBI- Texas to evidence CBI-Texas' borrowing from its
shareholders of the proceeds of the AAA Distribution in an aggregate principal
amount not to exceed $4,143,623.

                   "AFFILIATE" shall mean at any time, and with respect to any
Person, (i) any other Person that at such time directly or indirectly through
one or more intermediaries Controls, or is Controlled by, or is under common
Control with, such first Person, and (ii) any Person beneficially owning or
holding, directly or indirectly, 10% or more of any class of voting or equity
interests of the Company or any Subsidiary or any corporation of which the
Company and its Subsidiaries beneficially own or hold, in the aggregate,
directly or indirectly, 10% or more of any class of voting or equity interests.
As used in this definition, "CONTROL" means the possession, directly or indi
rectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by
contract or otherwise. Unless the context otherwise clearly requires, any
reference to an "AFFILIATE" is a reference to an Affiliate of the Company.

                   "AFFILIATED GROUP" shall mean an affiliated group within the
meaning of Section 1504(a) of the Code.

                   "ANNUALIZED CASH FLOW" shall mean, at any time, (i) prior to
September 30, 1998, Cash Flow for the period commencing September 1, 1997
through to such date, annualized in accordance with accepted financial practice;
and (ii) on or after September 30, 1998, Cash Flow for the most recently ended
four fiscal quarters.

                   "ASSET DISPOSITION" shall mean, with respect to the Company
or any Subsidiary, any transaction or series of related transactions in which
such Person sells, conveys, transfers or leases (as lessor) or parts with
control of (collectively, for purposes of this definition, a "TRANSFER"),
directly or indirectly, any of its property or assets, including, without
limitation, any Indebtedness of any Subsidiary or capital stock of or other
equity interests in any Subsidiary (including the issuance of such stock or
other equity interests by such Subsidiary), other than transfers of cash or cash
equivalents.

                   "ASSIGNMENT OF LIFE INSURANCE POLICY" shall mean,
collectively, those certain Assignments of Life Insurance Policy, dated
September 9, 1997, executed and delivered by the Company and W. T. Wamberg to
the Collateral Agent, substantially in the form of Exhibit E-1 and E-2 to the
Senior Note Agreement, respectively, as the same may be amended, supplemented
and otherwise modified from time to time.



                                       43

<PAGE>   50

                   "BANKRUPTCY LAW" shall have the meaning specified in clause 
(ix) of paragraph 7A.

                   "BASIS" shall mean any past or present fact, situation,
circumstance, status, condition, activity, practice, plan, occurrence, event,
incident, action, failure to act, or transaction that forms or could form the
basis for any specified consequence.

                   "BCS ACQUISITION AGREEMENT" shall mean that certain Asset
Purchase Agreement among CBI-Texas, Bank Compensation Strategies, Inc., a
Minnesota corporation, and certain individuals dated as of September 5, 1997.

                   "BUSINESS DAY" shall mean any day on which banks are open for
business in New York City (other than a Saturday, a Sunday or a legal holiday)
in the State of New York.

                   "CBH" shall have the meaning specified in Recital C of this
Agreement.

                   "CAPITALIZATION RATIO" shall mean, as of any date of
determination, the ratio of (i) Indebtedness of the Company and its
Subsidiaries, determined on a consolidated basis in accordance with GAAP, to
(ii) the sum of (a) Consolidated Net Worth plus (b) total Indebtedness of the
Company and its Subsidiaries, as so determined.

                   "CAPITAL LEASE" shall mean a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

                   "CAPITAL LEASE OBLIGATION" shall mean, with respect to any
Person and a Capital Lease, the amount of the obligation of such Person as the
lessee under such Capital Lease which would, in accordance with GAAP, appear as
a liability on a balance sheet of such Person.

                   "CASH FLOW" shall mean, for any period, the sum of
Consolidated Net Income, plus Interest Charges and consolidated taxes,
depreciation, amortization and other non-cash charges to income of the Company
and its Subsidiaries for such period, but only to the extent deducted in the
determination of Consolidated Net Income, less consolidated deferred taxes or
other non-cash items which constitute non-cash contributions to Consolidated Net
Income, excluding in each case all extraordinary and non-recurring items. "CASH
FLOW" for any period shall be determined after giving effect to acquisitions and
dispositions of assets by the Company or any of its Subsidiaries during such
period as if such acquisitions and dispositions had occurred on the first day of
such period.

                   "CHANGE IN CONTROL" shall mean (i) the failure of the members
of the Control Group to own at all times at least 10% of the then issued and
outstanding common stock of CBH (on a fully diluted basis, with such amounts to
be adjusted for stock splits, reverse splits and the effects of dilution from
Permitted Acquisitions and public equity offerings subsequent to the IPO) or
(ii) any person (as such term is defined in Section 13(d) and Section 14(d)(2)
of the Exchange Act as in



                                       44

<PAGE>   51

effect on the Date of Closing) or related persons constituting a group (as such
term is used in Rule 13d-5 under the Exchange Act as in effect on the Date of
Closing) own, at any time, on a fully diluted basis, as the result of a single
transaction or a series of transactions, at least 30% of the then issued and
outstanding shares of common stock of CBH.

                   "CLAIMS" shall have the meaning specified in paragraph 5H.

                   "CLOSING" or "DATE OF CLOSING" shall have the meaning 
specified in paragraph 2A.

                   "COCHLAN PHANTOM STOCK AGREEMENT" shall mean that certain
Phantom Stock Agreement dated as of September 5, 1997, between Steven J. Cochlan
and the Company.

                   "CODE" shall mean the Internal Revenue Code of 1986, as 
amended.

                   "COLLATERAL" shall mean the collateral described in the
Security Documents which secures payment of the Notes and payment, performance
and observance of the obligations of the Company and its Subsidiaries under this
Agreement and the other Second Priority Note Documents.

                   "COLLATERAL AGENT" shall mean Chase Bank of Texas, National
Association, in its capacity as Collateral Agent for Bank Compensation
Strategies, Inc. and the holders of the Notes, the Senior Notes and the Medium
Term Note, as provided under the Collateral Agency Agreement, and its successors
and assigns as such Collateral Agent.

                   "COLLATERAL AGENCY AGREEMENT" shall mean that certain Amended
and Restated Collateral Agency Agreement, dated as of even date herewith, by and
among the Company, Bank Compensation Strategies, Inc., the Collateral Agent and
the holders of the Notes and the Senior Notes, substantially in the form of
Exhibit F to the Senior Note Agreement, as the same may be amended, supplemented
and otherwise modified from time to time.

                   "COMMISSION FEES" shall mean, at any time, 60% of the future
commission fees of the Company and its Subsidiaries payable under products whose
persistency rate is greater than 90% over the last five calendar years exclusive
of products (such as leveraged COLI) whose federal, state or local tax
advantages have been materially decreased pursuant to federal, state or local
legislation or regulations promulgated thereunder; provided, however, that at
any time 180 days after the Date of Closing, such future commission fees shall
not include any such fees which are payable pursuant to contracts or agreements
for which the Company or any of its Subsidiaries have not obtained consents to
the assignment or transfer thereof (unless such consents are not required by
applicable law (such as New York Uniform Commercial Code ss. 9-318(4)).

                   "COMPETITOR" shall mean any Person specified in Schedule A 
attached hereto.

                   "CONFIDENTIAL INFORMATION" shall mean any material non-public
information regarding the Company that is provided to any holder of any Note,
any Person that purchases a



                                       45

<PAGE>   52

participation in a Note and any offeree of a Note or a participation therein
pursuant to this Agreement other than information (i) which was publicly known
or otherwise known to such holder, such Person or such offeree at the time of
disclosure, (ii) which subsequently becomes publicly known through no act or
omission of such holder, such Person or such offeree or (iii) which otherwise
becomes known to such holder, such Person or such offeree other than through
disclosure by the Company or any Subsidiary.

                   "CONTROL GROUP" shall mean W.T. Wamberg and The Wamberg 
Organization, Inc., an Illinois corporation.

                   "CONSOLIDATED NET INCOME" shall mean, with reference to any
period, the net income (or loss) of the Company and its Subsidiaries for such
period (taken as a cumulative whole), as determined in accordance with GAAP,
after deducting, among other items, commission expenses of the Company and its
Subsidiaries and after eliminating all offsetting debits and credits between the
Company and its Subsidiaries and all other items required to be eliminated in
the course of preparation of consolidated financial statements of the Company
and its Subsidiaries in accordance with GAAP, provided that there shall be
excluded:

                   (i) any net income or gain (but not any net loss) during such
         period from any extraordinary items (including, without limitation,
         proceeds of life insurance policies),

                   (ii) the net loss or any undistributed earnings of any
         Subsidiary that is not consolidated with the Company in accordance with
         GAAP for financial accounting purposes,

                   (iii) the net income (or loss) of any Person accrued prior to
         the date it becomes a Subsidiary or is merged into or consolidated with
         the Company or a Subsidiary, and the net income (or loss) of any
         Person, substantially all of the assets of which have been acquired in
         any manner, realized by such other Person prior to the date of
         acquisition,

                   (iv) any aggregate net gain (but not any aggregate net loss)
         during such period arising from the sale, conversion, exchange or other
         disposition of capital assets (such term to include, without
         limitation, (a) all non-current assets and, without duplication, (b)
         the following, whether or not current: all fixed assets, whether
         tangible or intangible, all inventory sold in conjunction with the
         disposition of fixed assets, and all securities), and

                   (v) any non-cash net income or gain (but not any net loss)
         during such period from (a) any one-time change in accounting
         principles in accordance with GAAP or (b) any prior period adjustments
         resulting from any one-time change in accounting principles in
         accordance with GAAP.

                   "CONSOLIDATED NET WORTH" shall mean, at any time,



                                       46

<PAGE>   53



                   (i) the sum of (a) the par value (or value stated on the
         books of the corporation) of the capital stock (but excluding treasury
         stock and capital stock subscribed and unissued) of the Company and its
         Subsidiaries plus (b) the amount of paid-in capital and retained
         earnings of the Company and its Subsidiaries, in each case as such
         amounts would be shown on a consolidated balance sheet of the Company
         and its Subsidiaries as of such time prepared in accordance with GAAP,
         minus

                   (ii) to the extent included in clause (i), all amounts
         properly attributable to minority interests, if any, in the stock and
         surplus of Subsidiaries.

                   "CONVERTIBLE SUBORDINATED NOTES" shall mean the unsecured
convertible subordinated promissory notes of CBI-Texas in the aggregate
principal amount of $4,800,000, issued to Bank Compensation Strategies, Inc. in
connection with the BCS Acquisition.

                   "DISCOUNTED COMMISSION FEES" shall mean, at any time, the
amount obtained by discounting all Commission Fees payable to the Company and
its Subsidiaries for a five year period from their respective scheduled payment
dates to the date of determination, in accordance with accepted financial
practice and at a discount factor (applied on an annual basis) equal to 10% per
annum.

                   "EBIT" shall mean, for any period, the sum of (i)
Consolidated Net Income plus (ii) to the extent deducted in the determination of
Consolidated Net Income, (a) all provisions for federal, state and other income
tax for such period, and (b) Interest Charges.

                   "ERISA" shall mean the Employee Retirement Income Security
Act of 1974, as amended.

                   "ERISA AFFILIATE" shall mean any corporation which is a
member of the same controlled group of corporations as the Company within the
meaning of section 414(b) of the Code, or any trade or business which is under
common control with the Company within the meaning of section 414(c) of the
Code.

                   "EVENT OF DEFAULT" shall mean any of the events specified in
paragraph 7A, provided that there has been satisfied any requirement in
connection with such event for the giving of notice, or the lapse of time, or
the happening of any further condition, event or act, and "DEFAULT" shall mean
any of such events, whether or not any such requirement has been satisfied.

                   "EXCHANGE ACT" shall mean the Securities Exchange Act of 
1934, as amended.

                   "FIXED CHARGES" shall mean, with respect to any period, the
sum of (i) Interest Charges, (ii) Lease Rentals, and (iii) the aggregate amount
of principal payments on Indebtedness of the Company and its Subsidiaries made
or to be made during such period.



                                       47

<PAGE>   54

                   "FIXED CHARGES COVERAGE RATIO" shall mean, at any time, (i)
prior to September 30, 1998, the ratio of (a) the sum of Cash Flow and Lease
Rentals for the period commencing September 1, 1997 through such date,
annualized in accordance with accepted financial practice, to (b) Fixed Charges
for such period, annualized in accordance with accepted financial practice, and
(ii) on or after September 30, 1998, the ratio of (a) the sum of Cash Flow and
Lease Rentals for the four most recently ended fiscal quarters to (b) Fixed
Charges for the four most recently ended fiscal quarters.

                   "GAAP" shall have the meaning specified in paragraph 10B.

                   "GENERAL AGENT'S CONTRACTS" shall mean the agreements between
the Company or any of the Schoenke Companies, as the case may be, and insurance
companies for the purpose of soliciting applications for insurance and
recruiting producers to solicit applications for insurance.

                   "GOVERNMENTAL AUTHORIty" means (i) the government of (a) the
United States of America or any state or other political subdivision thereof, or
(b) any jurisdiction in which the Company or any Subsidiary conducts all or any
part of its business, or which asserts jurisdiction over any properties of the
Company or any Subsidiary, or (ii) any entity exercising executive, legislative,
judicial, regulatory or administrative functions of, or pertaining to, any such
government.

                   "GUARANTEE" shall mean, with respect to any Person, any
obligation (except the endorsement in the ordinary course of business of
negotiable instruments for deposit or collection) of such Person guaranteeing or
in effect guaranteeing (whether by reason of being a general partner of a
partnership or otherwise) any indebtedness, dividend or other obligation of any
other Person in any manner, whether directly or indirectly, including (without
limitation) obligations incurred through an agreement, contingent or otherwise,
by such Person:

                   (i)      to purchase such indebtedness or obligation or any 
         property constituting security therefor;

                   (ii) to advance or supply funds (a) for the purchase or
         payment of such indebtedness or obligation, or (b) to maintain any
         working capital or other balance sheet condition or any income
         statement condition of any other Person or otherwise to advance or make
         available funds for the purchase or payment of such indebtedness or
         obligation;

                   (iii) to lease properties or to purchase properties or
         services primarily for the purpose of assuring the owner of such
         indebtedness or obligation of the ability of any other Person to make
         payment of the indebtedness or obligation; or

                   (iv) otherwise to assure the owner of such indebtedness or
         obligation against loss in respect thereof.



                                       48

<PAGE>   55

         In any computation of the indebtedness or other liabilities of the
obligor under any Guarantee, the indebtedness or other obligations that are the
subject of such Guarantee shall be assumed to be direct obligations of such
obligor.

                  "GUARANTY" shall mean that certain Guaranty Agreement, dated
as of even date herewith, made by CBH in favor of the holders of the Notes,
substantially in the form of Exhibit E attached hereto, as the same may be
amended, supplemented and otherwise modified from time to time.

                  "INDEBTEDNESS" shall mean, with respect to any Person, at any
time, without duplication,

                  (i)      its liabilities for borrowed money;

                  (ii) its liabilities for the deferred purchase price of
         property acquired by such Person (excluding accounts payable arising in
         the ordinary course of business but including all liabilities created
         or arising under any conditional sale or other title retention
         agreement with respect to any such property);

                  (iii) all liabilities appearing on its balance sheet in
         accordance with GAAP in respect of Capital Leases;

                  (iv) all liabilities for borrowed money secured by any Lien
         with respect to any property owned by such Person (whether or not it
         has assumed or otherwise become liable for such liabilities);

                  (v) all its liabilities in respect of letters of credit or
         instruments serving a similar function issued or accepted for its
         account by banks and other financial institutions (whether or not
         representing obligations for borrowed money);

                  (vi) Swaps of such Person; and

                  (vii) any Guarantee of such Person with respect to liabilities
         of a type described in any of clauses (i) through (vi) hereof.

         Indebtedness of any Person shall include all obligations of such Person
of the character described in clauses (i) through (vii) to the extent such
Person remains legally liable in respect thereof notwithstanding that any such
obligation is deemed to be extinguished under GAAP.

                  "INDEPENDENT ACCOUNTANT" shall mean Ernst & Young LLP or
another "Big Five" independent accounting firm selected by the Company.



                                       49

<PAGE>   56

                  "INSTITUTIONAL INVESTOR" shall mean (i) any original purchaser
of a Note, (ii) any holder of a Note holding more than 5% of the aggregate
principal amount of the Notes then outstanding, and (iii) any bank, trust
company, savings and loan association or other financial institution, any
pension plan, any investment company, any insurance company, any broker or
dealer, or any other similar financial institution or entity, regardless of
legal form.

                  "INSURANCE CONTRACTS" shall mean the General Agent's 
Contracts, the Producer's Contracts, the Representative Agreements and the 
Servicing Agreements.

                  "INSURANCE LICENSES" shall mean any license, certificate of
authority, permit or other authorization granted to the Company by any
governmental authority to engage in any life insurance brokerage or agency
business.

                  "INTEREST CHARGES" shall mean, with respect to any period, the
sum (without duplication) of the following (in each case, eliminating all
offsetting debits and credits between the Company and its Subsidiaries and all
other items required to be eliminated in the course of the preparation of
consolidated financial statements of the Company and its Subsidiaries in
accordance with GAAP): (i) all interest in respect of Indebtedness of the
Company and its Subsidiaries (including imputed interest on Capital Lease
Obligations) deducted in determining Consolidated Net Income for such period,
and (ii) all debt discount and expense amortized or required to be amortized in
the determination of Consolidated Net Income for such period.

                  "INTEREST COVERAGE RATIO" shall mean, at any time, (i) prior
to September 30, 1998, the ratio of (a) EBIT for the period commencing September
1, 1997 through such date, annualized in accordance with accepted financial
practice to (b) Interest Charges for such period, annualized in accordance with
accepted financial practice and (ii) on or after September 30, 1998, the ratio
of (a) EBIT for the four immediately preceding fiscal quarters to (b) Interest
Charges for the four immediately preceding fiscal quarters.

                  "INVESTMENT" shall have the meaning specified in paragraph
6G(4).

                  "IPO" shall have the meaning specified in Recital E of this
Agreement.

                  "IPO DOCUMENTS" shall mean the Registration Statement, the
Underwriting Agreement, the Reorganization Agreement and all other written
agreements, documents, instruments and certificates now or hereafter executed
and delivered by any Person in connection with the IPO, and any and all
amendments, supplements and other modifications thereof and all renewals,
extensions, restatements or substitutions from time to time of all or any of the
foregoing.



                                       50

<PAGE>   57

                  "LEASE RENTALS" shall mean, with respect to any period, the
sum of the minimum amount of rental and other obligations required to be paid
during such period by the Company or any Subsidiary as lessee under all leases
of real or personal property (other than Capital Leases), excluding any amounts
required to be paid by the lessee (whether or not therein designated as rental
or additional rental) which are on account of maintenance and repairs,
insurance, taxes, assessments, water rates and similar charges, but including
any amounts required to be paid by the lessee (whether or not therein designated
as rental or additional rental) which are based on profits, revenues or sales
realized by the lessee from the leased property or otherwise based on the
performance of the lessee.

                  "LIABILITIES" shall mean any liability (whether known or
unknown, whether asserted or unasserted, whether absolute or contingent, whether
accrued or unaccrued, whether liquidated or unliquidated, and whether due or to
become due), including any liability for taxes.

                  "LIEN" shall mean any mortgage, pledge, priority, security
interest, encumbrance, contractual deposit arrangement, lien (statutory or
otherwise) or charge of any kind (including any agreement to give any of the
foregoing, any conditional sale or other title retention agreement, any lease in
the nature thereof, and the filing of or agreement to give any financing
statement under the Uniform Commercial Code of any jurisdiction) or any other
type of preferential arrangement for the purpose, or having the effect, of
protecting a creditor against loss or securing the payment or performance of an
obligation.

                  "MEDIUM TERM NOTE" shall mean the secured promissory note of
CBI-Texas in the original principal amount of $5,700,000, issued to Bank
Compensation Strategies, Inc. in connection with the BCS Acquisition.

                  "MERGER" shall have the meaning specified in Recital C of this
Agreement.

                  "MERGER DOCUMENTS" shall mean the Reorganization Agreement,
the Certificates of Merger issued by the Secretaries of State of the States of
Texas and Delaware and all other written agreements, documents, instruments and
certificates now or hereafter executed and delivered by any Person which are
required by the terms of the Reorganization Agreement to be delivered to
consummate the Merger, and any and all amendments, supplements and other
modifications thereof and all renewals, extensions, restatements or
substitutions from time to time of all or any of the foregoing.

                  "MULTIEMPLOYER PLAN" shall mean any Plan which is a
"MULTIEMPLOYER PLAN" (as such term is defined in section 4001(a)(3) of ERISA).

                  "NON-COMPETE AGREEMENT" shall mean that certain Non-Compete
and Confidentiality Agreement, dated as of September 4, 1997, between the
Company and W.T.
Wamberg.

                  "NOTES" shall have the meaning specified in paragraph 1A.



                                       51

<PAGE>   58
                  "OFFICER'S CERTIFICATE" shall mean a certificate signed in the
name of the Company by its President, one of its Vice Presidents or its
Treasurer.

                  "ORDINARY COURSE OF BUSINESS" shall mean the ordinary course
of business consistent with past custom and practice (including with respect to
quantity and frequency).

                  "ORIGINAL NOTE AGREEMENT" shall have the meaning specified in
Recital A of this Agreement.

                  "ORIGINAL NOTE DOCUMENTS" shall have the meaning specified in
Recital D of this Agreement.

                  "ORIGINAL NOTES" shall have the meaning specified in Recital A
of this Agreement.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation or
any successor entity.

                  "PERFECTION CERTIFICATE" shall mean the Perfection
Certificate, dated as of even date herewith and executed and delivered by the
Company to the holders of the Notes, substantially in the form of Exhibit H to
the Senior Note Agreement.

                  "PERMITTED ACQUISITION" shall mean (i) the Schoenke
Acquisition, provided that the purchase price therefor is paid entirely with the
proceeds from the IPO, and (ii) the acquisition by the Company, by asset
purchase, merger or consolidation, for cash, stock, seller notes or any
combination of the foregoing, of (a) all of the outstanding capital stock of or
other equity interests in any other Person or (b) all or substantially all of
the assets of any other Person, provided in each case that such Person is
engaged in the business of providing insurance products or related financial
services and, provided further, that if any Permitted Acquisition is to be
financed in whole or in part with financing provided by the seller or its
Affiliates, the Indebtedness created thereby must have a final maturity date on
or after September 1, 2002 and a weighted average life to maturity greater than
the weighted average life to maturity of the Senior Notes at the time of such
Permitted Acquisition.

                  "PERSON" shall mean and include an individual, a partnership,
a joint venture, a corporation, a trust, a limited liability company, an
unincorporated organization and a government or any department or agency
thereof.

                  "PLAN" shall mean any "EMPLOYEE PENSION BENEFIT PLAN" (as such
term is defined in section 3 of ERISA) which is or has been established or
maintained, or to which contributions are or have been made, by the Company or
any ERISA Affiliate.



                                       52

<PAGE>   59
                  "PRODUCER'S CONTRACTS" shall mean the agreements between any
of the Schoenke Companies or the Company, as the case may be, and insurance
companies for the procurement or submission of insurance policies and variable
annuity contracts.

                  "PROPOSED PREPAYMENT DATE" shall have the meaning specified in
clause (iii) of paragraph 4C.

                  "QPAM EXEMPTION" shall mean Prohibited Transaction Class
Exemption 84-14 issued by the United States Department of Labor.

                  "QUALIFIED INSTITUTIONAL BUYER" shall mean a "QUALIFIED
INSTITUTIONAL BUYER" as such term is defined in Rule 144A under the Securities
Act.

                  "REGISTRATION STATEMENT" shall mean the amended Registration
Statement on Form S-1 of CBH, filed with the Securities and Exchange Commission
on July 23, 1998 in connection with the IPO.

                  "REORGANIZATION AGREEMENT" shall have the meaning specified in
Recital C of this Agreement.

                  "REPRESENTATIVE AGREEMENTS" shall mean the agreements between
any of the Schoenke Companies or the Company, as the case may be, and
independent representatives for the marketing of compensation and benefit plans
to financial institutions.

                  "REQUIRED HOLDER(S)" shall mean the holder or holders of at
least 66 2/3% of the aggregate principal amount of the Notes from time to time
outstanding.

                  "RESPONSIBLE OFFICER" shall mean the chief executive officer,
chief operating officer, chief financial officer or chief accounting officer of
the Company or any other officer of the Company involved principally in its
financial administration or its controllership function.

                  "RESTRICTED PAYMENT" shall mean (i) the declaration of any
dividend on, or the incurrence of any liability to make any other payment or
distribution in respect of any capital stock or equity equivalent (except, in
the case of a Subsidiary, dividends or other payments or distributions in
respect of its capital stock or equity to the Company or a Wholly Owned
Subsidiary) or (ii) the distribution on account of the purchase, redemption or
other retirement of any such capital stock or equity equivalent (except, in the
case of a Subsidiary, purchases, redemptions or other retirements of its capital
stock from the Company or a Wholly Owned Subsidiary). "RESTRICTED PAYMENT" shall
not include (a) the incurrence of any liability to make any payment or
distribution in respect of the phantom stock issued pursuant to the Cochlan
Phantom Stock Agreement as in effect on the Date of Closing and (b) the
distribution on account of the purchase, redemption or other retirement of the
phantom stock issued pursuant to the Cochlan Phantom Stock Agreement as in
effect on the Date of Closing.



                                       53

<PAGE>   60

                  "REVENUE MAINTENANCE EVENT" shall mean the occurrence of
either (i) an event in which W.T. Wamberg is no longer a principal of the
Company or (ii) an event in which gross revenues (net of commission expenses) of
the Company (or CBI-Texas, for periods prior to the Merger) and its Subsidiaries
for the four immediately preceding fiscal quarters do not exceed $16,000,000.

                  "S CORPORATION" shall mean an S corporation described Section
1361(a)(1) of the Code.

                  "S CORPORATION TAX DISTRIBUTIONS" shall mean distributions by
the Company to the former shareholders of CBI-Texas solely to satisfy the income
tax liability of such shareholders with respect to the taxable income of
CBI-Texas for tax periods in which CBI-Texas was an S Corporation.

                  "SALE-LEASEBACK TRANSACTION" shall have the meaning specified
in paragraph 6G(9).

                  "SCHOENKE ACQUISITION" shall mean the acquisition by the
Company of all or substantially all of the assets of the Schoenke Companies and
the assumption by the Company of certain liabilities of the Schoenke Companies
pursuant to the Schoenke Acquisition Documents.

                  "SCHOENKE ACQUISITION AGREEMENT" shall mean that certain Asset
Purchase Agreement among the Company, the Schoenke Companies and certain
individuals dated as of [______________, 1998].

                  "SCHOENKE ACQUISITION DOCUMENTS" shall mean the Schoenke
Acquisition Agreement and all other written agreements, documents, instruments
and certificates now or hereafter executed and delivered by any Person which are
required by the terms of the Schoenke Acquisition Agreement to be delivered to
consummate the Schoenke Acquisition, and any and all amendments, supplements and
other modifications thereof and all renewals, extensions, restatements or
substitutions from time to time of all or any of the foregoing.

                  "SCHOENKE COMPANIES" shall mean Schoenke & Associates
Corporation, a Maryland corporation, Schoenke & Associates Securities
Corporation, a Maryland corporation, and Schoenke & Associates of Hawaii, L.P.,
a Hawaii limited partnership.

                  "SECOND PRIORITY NOTE DOCUMENTS" shall mean this Agreement,
the Notes, the Guaranty, the Security Documents and all other instruments,
certificates, documents and other writings now or hereafter executed and
delivered by the Company, any Subsidiary or any other Person pursuant to or in
connection with any of the foregoing or any of the transactions contemplated
thereby, and any and all amendments, supplements and other modifications to any
of the foregoing.

                  "SECURITIES ACT" shall mean the Securities Act of 1933, as
amended.



                                       54

<PAGE>   61

                  "SECURITY AGREEMENTS" shall mean the Amended and Restated
Security Agreement, dated as of the Date of Closing and executed and delivered
by the Company to the Collateral Agent, substantially in the form of Exhibit I
to the Senior Note Agreement, and all security agreements hereafter executed by
any Subsidiary as contemplated under paragraph 6P, as each may be amended,
supplemented and otherwise modified from time to time.

                  "SECURITY DOCUMENTS" shall mean the Security Agreements, the
Collateral Agency Agreement, the Assignment of Life Insurance Policy and all
financing statements, assignments, pledges, lien entry forms, documents and
other writings executed and delivered from time to time to secure the Notes and
the obligations owed to the holders of Notes in connection therewith (including,
without limitation those executed and delivered pursuant to paragraph 6P), and
any and all amendments, supplements and other modifications thereto.

                  "SENIOR FINANCIAL OFFICER" means the chief financial officer,
principal accounting officer, treasurer or comptroller of the Company.

                  "SENIOR GUARANTY" shall mean the Guaranty Agreement, dated of
even date herewith, made by CBH in favor of the holders of the Senior Notes, as
the same may be amended, supplemented and otherwise modified from time to time.

                  "SENIOR NOTE AGREEMENT" shall mean the Amended and Restated
Note Agreement, dated of even date herewith, by and between the Existing Holders
and the Company, providing for the issuance and delivery of the Senior Notes, as
the same may be amended, supplemented and otherwise modified from time to time.

                  "SENIOR NOTE DOCUMENTS" shall mean the Senior Note Agreement,
the Senior Notes, the Senior Guaranty, the Security Documents and all other
instruments, certificates, documents and other writings now or hereafter
executed and delivered by the Company or any other Person pursuant to or in
connection with any of the foregoing or any of the transactions contemplated
thereby, and any and all amendments, supplements and other modifications to any
of the foregoing.

                  "SENIOR NOTES" shall mean the Senior Secured Notes due 2002 of
the Company, dated of even date with the Notes, issued and delivered to the
Existing Holders on the Date of Closing pursuant to the Senior Note Agreement.

                  "SERVICING AGREEMENTS" shall mean the servicing agreements
between any of the Schoenke Companies or the Company, as the case may be, and
insureds with respect to the servicing of insurance contracts.

                  "SHARE REPURCHASES" shall mean the share repurchases
contemplated under the Share Repurchase Agreements.



                                       55

<PAGE>   62

                  "SHARE REPURCHASE AGREEMENTS" shall mean that certain Stock 
Purchase Agreement dated as of August 22, 1997 entered into between CBI-Texas 
and Malcolm N. Briggs, Steven J. Cochlan, G.F. Pendleton, III and Donald R. 
Teasley and that certain Stock Purchase Agreement dated as of August 22, 1997 
between CBI-Texas and Henry J. Smith.

                  "SHARE REPURCHASE DOCUMENTS" shall mean the Share Repurchase
Agreements and all other written agreements, documents, instruments and
certificates executed and delivered by any Person which were required by the
terms of either of the Share Repurchase Agreements to be delivered to consummate
the Share Repurchases.

                  "SHAREHOLDERS' AGREEMENT" shall mean that certain Second
Amended and Restated Shareholders' Agreement and Voting Agreement dated as of
August 22, 1997, by and among CBI- Texas and the individuals parties thereto.

                  "SOLVENT" shall mean, with respect to any Person as of the
date of any determination, that on such date (i) the fair value of the property
of such Person (both at fair valuation and at present fair saleable value) is
greater than the total amount of liabilities, including, without limitation,
contingent liabilities, of such Person, (ii) the present fair saleable value of
the assets of such Person is not less than the amount that will be required to
pay the probable liability of such Person on its debts as they become absolute
and matured, (iii) such Person is able to realize upon its assets and pay its
debts and other liabilities, contingent obligations and other commitments as
they mature in the normal course of business, (iv) such Person does not intend
to, and does not believe that it will, incur debts or liabilities beyond such
Person's ability to pay as such debts and liabilities mature and (v) such Person
is not engaged in business or a transaction, and is not about to engage in
business or a transaction, for which such Person's property would constitute
unreasonably small capital after giving due consideration to current and
anticipated future capital requirements and current and anticipated future
business conduct and the prevailing practice in the industry in which such
Person is engaged. In computing the amount of contingent liabilities at any
time, such liabilities shall be computed at the amount which, in light of the
facts and circumstances existing at such time, represents the amount that can
reasonably be expected to become an actual or matured liability.

                  "SUBORDINATED DEBT" shall mean the Convertible Subordinated
Notes and the AAA Distribution Notes.

                  "SUBSIDIARY" shall mean, as to any Person, any corporation,
association or other business entity in which such Person or one or more of its
Subsidiaries or such Person and one or more of its Subsidiaries owns sufficient
equity or voting interests to enable it or them (as a group) ordinarily, in the
absence of contingencies, to elect a majority of the directors (or Persons
performing similar functions) of such entity, and any partnership or joint
venture if more than a 50% interest in the profits or capital thereof is owned
by such Person or one or more of its Subsidiaries or such Per son and one or
more of its Subsidiaries (unless such partnership can and does ordinarily take
major business actions without the prior approval of such Person or one or more
of its Subsidiaries).



                                       56

<PAGE>   63

Unless the context otherwise clearly requires, any reference to a "SUBSIDIARY"
is a reference to a Subsidiary of the Company.

                  "SWAPS" shall mean with respect to any Person, payment
obligations with respect to interest rate swaps, currency swaps and similar
obligations obligating such Person to make payments, whether periodically or
upon the happening of a contingency. For the purposes of this Agreement, the
amount of the obligation under any Swap shall be the amount determined in
respect thereof as of the end of the then most recently ended fiscal quarter of
such Person, based on the assumption that such Swap had terminated at the end of
such fiscal quarter, and in making such determination, if any agreement relating
to such Swap provides for the netting of amounts payable by and to such Person
thereunder or if any such agreement provides for the simultaneous payment of
amounts by and to such Person, then in each such case, the amount of such
obligation shall be the net amount so determined.

                  "TAX INDEMNIFICATION AGREEMENT" shall mean the Tax
Indemnification Agreement, dated [AS OF EVEN DATE HEREWITH], by and among the
Company and the shareholders of CBI-Texas immediately prior to the consummation
of the Merger.

                  "TAX RETURN" shall mean any return, declaration, report, claim
for refund, or information return or statement relating to taxes, including any
schedule or attachment thereto, and including any amendment thereof.

                  "TERMINATION EVENT" shall mean (i) a Reportable Event
described in Section 4043 of ERISA and the regulations issued thereunder (other
than a Reportable Event not subject to the provision for 30-day notice to the
PBGC under such regulations), or (ii) the withdrawal of the Company or any of
its ERISA Affiliates from a Plan during a plan year in which it was a
"SUBSTANTIAL EMPLOYER" as defined in Section 4001(a)(2) of ERISA, or (iii) the
filing of a notice of intent to terminate a Plan or the treatment of a Plan
amendment as a termination under Section 4041 of ERISA, or (iv) the institution
of proceedings to terminate a Plan by the PBGC, or (v) any other event or
condition that might constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan.

                  "TOTAL DEBT" shall mean, at any time, the Indebtedness
represented by the Notes and the Senior Notes.

                  "TRANSACTION DOCUMENTS" shall have the meaning specified in
paragraph 8H.

                  "TRANSFEREE" shall mean any direct or indirect transferee of
all or any part of any Note purchased by any Existing Holder under this
Agreement.

                  "TRIBUNAL" shall mean any municipal, state, commonwealth,
federal, foreign, territorial or other sovereign, governmental entity,
governmental department, court, commission, board, bureau, agency or
instrumentality.



                                       57

<PAGE>   64
                  ["UNDERWRITING AGREEMENT" SHALL MEAN THAT CERTAIN UNDERWRITING
AGREEMENT DATED AS OF ________, 1998, BY AND AMONG CBH, BEAR, STEARNS & CO.
INC., PIPER JAFFRAY INC. AND CONNING & COMPANY, AS THE SAME MAY BE AMENDED,
SUPPLEMENTED AND OTHERWISE MODIFIED FROM TIME TO TIME.]

                  "VENDORS' CONTRACTS" shall mean obligations of continued
performance under executory vendor purchase orders for the purchase of supplies,
equipment or services entered into in the Ordinary Course of Business and under
which the supplies, equipment or services subject thereto have not been received
by any of the Schoenke Companies prior to the closing of the Schoenke
Acquisition.

                  "WARRANTS" shall have the meaning specified in Recital A of
this Agreement.

                  "WARRANT PURCHASE AGREEMENTS" shall have the meaning specified
in Recital B of this Agreement.

                  "WHOLLY OWNED SUBSIDIARY" shall mean any Subsidiary all of the
equity interests (except directors' qualifying shares) of which are owned,
directly or indirectly, by the Company or other Wholly Owned Subsidiaries.

                  "WORKING CAPITAL NOTE DOCUMENTS" shall mean the Working
Capital Notes and all other written agreements, documents, instruments and
certificates now or hereafter executed and delivered by any Person in connection
with the revolving working capital facility described in paragraph 5P, and any
and all amendments, supplements and other modifications thereof and all
renewals, extensions, restatements or substitutions from time to time of all or
any of the foregoing.

                  "WORKING CAPITAL NOTES" shall mean the promissory notes
evidencing the Indebtedness incurred pursuant to the revolving working capital
facility described in paragraph 5P.

         10B. ACCOUNTING PRINCIPLES, TERMS AND DETERMINATIONS. All references in
this Agreement to "GAAP" shall be deemed to refer to generally accepted
accounting principles in effect in the United States at the time of application
thereof. Unless otherwise specified herein, all accounting terms used herein
shall be interpreted, all determinations with respect to accounting matters
hereunder shall be made, and all unaudited financial statements and certificates
and reports as to financial matters required to be furnished hereunder shall be
prepared, in accordance with generally accepted accounting principles, applied
on a basis consistent with the most recent audited consolidated financial
statements of the Company and its Subsidiaries delivered pursuant to clause (ii)
of paragraph 5A(1) or, if no such statements have been so delivered, the most
recent audited financial statements referred to in clause (a) of paragraph 8B.
Wherever reference is made in any provision of this Agreement to a consolidated
balance sheet or other consolidated financial statement or financial computation
with respect to the Company and its Subsidiaries, if at the time that any such
provision is applicable the Company shall not have any Subsidiary, such terms
shall mean a



                                       58

<PAGE>   65

balance sheet or other financial statement or financial computation, as the case
may be, with respect to the Company only.

         PARAGRAPH 11.  MISCELLANEOUS.

         11.  MISCELLANEOUS.

         11A. NOTE PAYMENTS. So long as any Existing Holder shall hold any Note,
the Company will make payments of principal of and interest on such Note, which
comply with the terms of this Agreement, by wire transfer of immediately
available funds for credit (not later than 12:00 noon, New York City time, on
the date due) to such Existing Holder's account or accounts as specified in the
Information Schedule attached hereto, or such other account or accounts in the
United States as such Existing Holder may designate in writing, notwithstanding
any contrary provision herein or in any Note with respect to the place of
payment. Each Existing Holder agrees that, before disposing of any Note, such
Existing Holder will make a notation thereon (or on a schedule attached thereto)
of all principal payments previously made thereon and of the date to which
interest thereon has been paid. The Company agrees to afford the benefits of
this paragraph 11A to any Transferee which shall have made the same agreement as
each Existing Holder has made in this paragraph 11A.

         11B. EXPENSES. The Company agrees, whether or not the transactions
contemplated hereby shall be consummated, to pay, and save each Existing Holder,
any Transferee and the Collateral Agent harmless against liability for the
payment of, all out-of-pocket expenses arising in connection with such
transactions, including (i) all document production and duplication charges and
the fees and expenses of any special counsel engaged by such Existing Holder,
such Transferee or the Collateral Agent in connection with this Agreement, the
transactions contemplated hereby and any subsequent proposed modification of, or
proposed consent under, this Agreement or the other Second Priority Note
Documents, whether or not such proposed modification shall be effected or
proposed consent granted, and (ii) the costs and expenses, including attorneys'
fees, incurred by such Existing Holder, such Transferee or the Collateral Agent
in enforcing (or determining whether or how to enforce) any rights under this
Agreement, the Notes or the other Second Priority Note Documents or in
responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement, the other Second Priority Note
Documents or the transactions contemplated hereby or thereby, or by reason of
such Existing Holder's or such Transferee's having acquired any Note, including
without limitation costs and expenses incurred in any bankruptcy case. The
obligations of the Company under this paragraph 11B shall survive the transfer
of any Note or portion thereof or interest therein by such Existing Holder or
any Transferee, the payment of any Note, the enforcement, amendment or waiver of
any provision of this Agreement or the other Second Priority Note Documents, and
the termination of this Agreement or any of the other Second Priority Note
Documents.

         11C. CONSENT TO AMENDMENTS. This Agreement and any of the other Second
Priority Note Documents 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, if the Company shall obtain the written



                                       59

<PAGE>   66

consent to such amendment, action or omission to act, of the Required Holder(s)
except that, without the written consent of the holder or holders of all Notes
at the time outstanding, no amendment to this Agreement shall change the
maturity of any Note, or change the principal of, or the rate or time of payment
of interest on any Note, or affect the time, amount or allocation of any
prepayments, or change the proportion of the principal amount of the Notes
required with respect to any consent, amendment, waiver or declaration. Each
holder of any Notes at the time or thereafter outstanding shall be bound by any
consent authorized by this paragraph 11C, whether or not such Notes shall have
been marked to indicate such consent, but any Notes issued thereafter may bear a
notation referring to any such consent. No course of dealing between the Company
and the holder of any Notes nor any delay in exercising any rights hereunder or
under any Notes shall operate as a waiver of any rights of any holder of such
Notes. As used herein and in the Notes, the term "THIS AGREEMENT" and
references thereto shall mean this Agreement as it may from time to time be
amended or supplemented.

         11D. FORM, REGISTRATION, TRANSFER AND EXCHANGE OF NOTES; LOST NOTES.
The Notes are issuable as registered notes without coupons in denominations of
at least $100,000, except as may be necessary to reflect any principal amount
not evenly divisible by $100,000. The Company shall keep at its principal office
a register in which the Company shall provide for the registration of Notes and
of transfers of Notes. Upon surrender for registration of transfer of any Note
at the principal office of the Company, the Company shall, at its expense,
execute and deliver one or more new Notes of like tenor and of a like aggregate
principal amount, registered in the name of such transferee or transferees. At
the option of the holder of any Note, such Note may be exchanged for other Notes
of like tenor and of any authorized denominations, of a like aggregate principal
amount, upon surrender of the Note to be exchanged at the principal office of
the Company. Whenever any Notes are so surrendered for exchange, the Company
shall, at its expense, execute and deliver the Notes which the holder making the
exchange is entitled to receive. Every Note surrendered for registration of
transfer or exchange shall be duly endorsed, or be accompanied by a written
instrument of transfer duly executed, by the holder of such Note or such
holder's attorney duly authorized in writing. Any Note or Notes issued in
exchange for any Note or upon transfer thereof shall carry the rights to unpaid
interest and interest to accrue which were carried by the Note so exchanged or
transferred, so that neither gain nor loss of interest shall result from any
such transfer or exchange. Upon receipt of written notice from the holder of any
Note of the loss, theft, destruction or mutilation of such Note and, in the case
of any such loss, theft or destruction, upon receipt of such holder's unsecured
indemnity agreement, or in the case of any such mutilation upon surrender and
cancellation of such Note, the Company will make and deliver a new Note, of like
tenor, in lieu of the lost, stolen, destroyed or mutilated Note. Any Transferee,
by its acceptance of a Note registered in its name (or the name of its nominee),
shall be deemed to have made the representations set forth in paragraphs 9A and
9B.

         11E. PERSONS DEEMED OWNERS; PARTICIPATIONS. Prior to due presentment
for registration of transfer, the Company may treat the Person in whose name any
Note is registered as the owner and holder of such Note for the purpose of
receiving payment of principal of and interest on such Note and for all other
purposes whatsoever, whether or not such Note shall be overdue, and the



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Company shall not be affected by notice to the contrary. Subject to the
preceding sentence, the holder of any Note may from time to time grant
participations in such Note to any Person on such terms and conditions as may be
determined by such holder in its sole and absolute discretion, provided that any
such participation shall be in a principal amount of at least $100,000 and each
holder of a Note hereby agrees that, so long as no Event of Default shall have
occurred and be continuing, it will grant participations only to Qualified
Institutional Buyers which are believed by such holder, after reasonable
inquiry, not to be Competitors.

         11F. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. All
representations and warranties contained herein or in the other Second Priority
Note Documents or otherwise made in writing by or on behalf of the Company in
connection herewith and therewith shall survive the execution and delivery of
this Agreement, the Notes and the other Second Priority Note Documents, the
transfer by any Existing Holder of any Note or portion thereof or interest
therein and the payment of any Note, and may be relied upon by any Transferee,
regardless of any investigation made at any time by or on behalf of any Existing
Holder or any Transferee. Subject to the preceding sentence, this Agreement, the
Notes and the other Second Priority Note Documents embody the entire agreement
and understanding between the Existing Holders and the Company and supersede all
prior agreements and understandings relating to the subject matter hereof.

         11G. SUCCESSORS AND ASSIGNS. All covenants and other agreements in this
Agreement contained by or on behalf of any of the parties hereto shall bind and
inure to the benefit of the respective successors and assigns of the parties
hereto (including, without limitation, any Transferee) whether so expressed or
not; provided, however, that each holder of a Note hereby agrees that, so long
as no Event of Default shall have occurred and be continuing, it will transfer
its Notes only to Qualified Institutional Buyers which are believed by such
holder, after reasonable inquiry, not to be Competitors.

         11H. DISCLOSURE TO OTHER PERSONS. The Company acknowledges that the
holder of any Note may deliver copies of any financial statements and other
documents or materials delivered to such holder, and disclose any other
information disclosed to such holder, by or on behalf of the Company or any
Subsidiary in connection with or pursuant to this Agreement and the other Second
Priority Note Documents to (i) such holder's directors, officers, employees,
agents and professional consultants, (ii) any other holder of any Note, (iii)
any Person to which such holder offers to sell such Note or any part thereof and
to which such holder could then transfer such Note pursuant to paragraph 11G,
(iv) any Person to which such holder sells or offers to sell a participation in
all or any part of such Note and to which such holder could then sell such
participation pursuant to paragraph 11F, (v) any Person from which such holder
offers to purchase any security of the Company and to which such holder could
then transfer such Note pursuant to paragraph 11G, (vi) any federal or state
regulatory authority having jurisdiction over such holder, (vii) the National
Association of Insurance Commissioners or any similar organization or (viii) any
other Person to which such delivery or disclosure may be necessary or
appropriate (a) in compliance with any law, rule, regulation or order applicable
to such holder, (b) in response to any subpoena or other legal



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process or informal investigative demand or (c) in connection with any
litigation to which such holder is a party.

         11I. NOTICES. All notices or other communications provided for
hereunder (except for the telephonic notice required by paragraph 4B) shall be
in writing and sent by first class mail or nationwide overnight delivery service
(with charges prepaid) and (i) if to any Existing Holder, addressed to such
Existing Holder at the address specified for such communications in the
Information Schedule attached hereto, or at such other address as such Existing
Holder shall have specified to the Company in writing, (ii) if to any other
holder of any Note, addressed to such other holder at such address as such other
holder shall have specified to the Company in writing or, if any such other
holder shall not have so specified an address to the Company, then addressed to
such other holder in care of the last holder of such Note which shall have so
specified an address to the Company, and (iii) if to the Company, addressed to
it at 2121 San Jacinto, Suite 2200, Dallas, Texas 75201, Attention: Melvin G.
Todd or at such other address as the Company shall have specified to the holder
of each Note in writing; provided, however, that any such communication to the
Company may also, at the option of the holder of any Note, be delivered by any
other means either to the Company at its address specified above or to any
officer of the Company.

         11J. PAYMENTS DUE ON NON-BUSINESS DAYS. Anything in this Agreement or
the Notes to the contrary notwithstanding, any payment of principal of or
interest on any Note that is due on a date other than a Business Day shall be
made on the next succeeding Business Day. If the date for any payment is
extended to the next succeeding Business Day by reason of the preceding
sentence, the period of such extension shall be included in the computation of
the interest payable on such Business Day.

         11K. SATISFACTION REQUIREMENT. If any agreement, certificate or other
writing, or any action taken or to be taken, is by the terms of this Agreement
required to be satisfactory to any Existing Holder, the holders of the Notes or
to the Required Holder(s), the determination of such satisfaction shall be made
by such Existing Holder, the holders of the Notes or the Required Holder(s), as
the case may be, in the sole and exclusive judgment (exercised in good faith) of
the Person or Persons making such determination.

         11L. GOVERNING LAW. THIS AGREEMENT AND ALL MATTERS RELATING HERETO
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE RIGHTS OF THE
PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE OF NEW YORK. This Agreement
may not be changed orally, but (subject to the provisions of paragraph 11C) only
by an agreement in writing signed by the party against whom enforcement of any
waiver, change, modification or discharge is sought.

         11M.     WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION; LIMITATION OF
REMEDIES.

                  (i)      THE COMPANY AND EACH HOLDER OF NOTES EACH HEREBY
         KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT



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<PAGE>   69



         MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION OF ANY CLAIM WHICH IS
         BASED HEREON, OR ARISES OUT OF, UNDER, OR IN CONNECTION WITH THIS
         AGREEMENT, THE NOTES OR THE OTHER SECOND PRIORITY NOTE DOCUMENTS, OR
         ANY TRANSACTIONS RELATING HERETO OR THERETO, OR ANY COURSE OF CONDUCT,
         COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF
         THE COMPANY, THE HOLDERS OF THE NOTES OR THE COLLATERAL AGENT. THE
         COMPANY ACKNOWLEDGES THAT THIS PROVISION IS A MATERIAL INDUCEMENT FOR
         THE EXISTING HOLDERS TO ENTER INTO THIS AGREEMENT.

                  (ii) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
         AGREEMENT, THE NOTES, THE OTHER SECOND PRIORITY NOTE DOCUMENTS OR ANY
         TRANSACTIONS RELATING HERETO OR THERETO, OR ANY COURSE OF CONDUCT,
         COURSE OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTIONS OF
         THE COMPANY, THE HOLDERS OF NOTES OR THE COLLATERAL AGENT MAY BE
         BROUGHT IN THE COURTS OF THE STATE OF NEW YORK, OR THE UNITED STATES OF
         AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK AND THE COMPANY HEREBY
         ACCEPTS FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND
         UNCONDITIONALLY, THE NONEXCLUSIVE JURISDICTION OF THE AFORESAID COURTS.
         THE COMPANY AND EACH HOLDER OF NOTES EACH HEREBY IRREVOCABLY WAIVES ANY
         OBJECTIONS, INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING
         OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY
         NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING
         IN SUCH RESPECTIVE JURISDICTIONS.

                  (iii) The Company hereby agrees that process may be served on
         CT Corporation System, Inc., located at 1633 Broadway, New York, New
         York 10019. Any and all service of process and any other notice in any
         such action, suit or proceeding shall be effective against such parties
         if given by registered or certified mail, return receipt requested, or
         by any other means or mail which requires a signed receipt, postage
         prepaid, mailed to such parties as herein provided in paragraph 11I. In
         the event CT Corporation System, Inc. shall not be able to accept
         service of process as aforesaid and if the Company shall not maintain
         an office in New York City, the Company shall promptly appoint and
         maintain an agent qualified to act as an agent for service of process
         with respect to all courts in and of the New York City, and acceptable
         to the Required Holder(s), as the Company's authorized agent to accept
         and acknowledge on the Company's behalf service of any and all process
         which may be served in any such action, suit or proceeding.



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<PAGE>   70

         11N.     INDEMNIFICATION.  The Company agrees:

                  (I) TO INDEMNIFY EACH HOLDER OF NOTES AND EACH OF THEIR
         AFFILIATES AND EACH OF THEIR OFFICERS, DIRECTORS, EMPLOYEES,
         SHAREHOLDERS, REPRESENTATIVES, AGENTS, ATTORNEYS, ACCOUNTANTS AND
         EXPERTS ("INDEMNIFIED PARTIES") FROM, HOLD EACH OF THEM HARMLESS
         AGAINST AND PROMPTLY UPON DEMAND PAY OR REIMBURSE EACH OF THEM FOR, THE
         INDEMNITY MATTERS WHICH MAY BE INCURRED BY OR ASSERTED AGAINST OR
         INVOLVE ANY OF THEM (WHETHER OR NOT ANY OF THEM IS DESIGNATED A PARTY
         THERETO) AS A RESULT OF, ARISING OUT OF OR IN ANY WAY RELATED TO (I)
         ANY ACTUAL OR PROPOSED USE BY THE COMPANY OF THE PROCEEDS OF THE NOTES,
         (II) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND THE
         OTHER SECOND PRIORITY NOTE DOCUMENTS, (III) THE OPERATIONS OF THE
         BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES, (IV) THE FAILURE OF
         COMPANY OR ANY OF ITS SUBSIDIARIES TO COMPLY WITH THE TERMS OF THIS
         AGREEMENT OR ANY OF THE OTHER SECOND PRIORITY NOTE DOCUMENTS OR WITH
         ANY GOVERNMENTAL REQUIREMENT, (V) ANY INACCURACY OF ANY REPRESENTATION
         OR ANY BREACH OF ANY WARRANTY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES
         SET FORTH IN THIS AGREEMENT OR ANY OTHER SECOND PRIORITY NOTE DOCUMENT,
         (VI) ANY ASSERTION THAT THE COMPANY WAS NOT ENTITLED TO RECEIVE THE
         PROCEEDS RECEIVED PURSUANT TO THIS AGREEMENT AND THE OTHER SECOND
         PRIORITY NOTE DOCUMENTS OR (VII) ANY OTHER ASPECT OF THE SECOND
         PRIORITY NOTE DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE REASONABLE
         FEES AND DISBURSEMENTS OF COUNSEL AND ALL OTHER EXPENSES INCURRED IN
         CONNECTION WITH INVESTIGATING, DEFENDING OR PREPARING TO DEFEND ANY
         SUCH ACTION, SUIT, PROCEEDING (INCLUDING ANY INVESTIGATIONS,
         LITIGATIONS OR INQUIRIES) OR CLAIM AND INCLUDING ALL INDEMNITY MATTERS
         ARISING BY REASON OF THE ORDINARY NEGLIGENCE OF ANY INDEMNIFIED PARTY
         (EXCEPT AS TO THE EXTENT ANY SUCH INDEMNITY MATTERS HAVE BEEN CAUSED BY
         THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY,
         IT BEING THE INTENT OF THE PARTIES THAT EACH INDEMNIFIED PARTY SHALL BE
         INDEMNIFIED FROM INDEMNITY MATTERS CAUSED BY THE NEGLIGENCE, WHETHER
         SOLE, JOINT, CONCURRENT, CONTRIBUTORY, ACTIVE OR PASSIVE, OF SUCH
         INDEMNIFIED PARTY); AND

                  (II)       THE FOREGOING INDEMNITIES SHALL EXTEND TO THE
         INDEMNIFIED PARTIES NOTWITHSTANDING THE NEGLIGENCE OF EVERY
         KIND OR CHARACTER WHATSOEVER, WHETHER ACTIVE OR PASSIVE,



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         WHETHER AN AFFIRMATIVE ACT OR AN OMISSION, INCLUDING, WITHOUT
         LIMITATION, ALL TYPES OF NEGLIGENT CONDUCT IDENTIFIED IN THE
         RESTATEMENT (SECOND) OF TORTS OF ONE OR MORE OF THE INDEMNIFIED PARTIES
         OR BY REASON OF STRICT LIABILITY IMPOSED WITHOUT FAULT ON ANY ONE OR
         MORE OF THE INDEMNIFIED PARTIES. TO THE EXTENT THAT AN INDEMNIFIED
         PARTY COMMITTED AN ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THIS
         CONTRACTUAL OBLIGATION OF INDEMNIFICATION SHALL CONTINUE BUT SHALL ONLY
         EXTEND TO THE PORTION OF THE CLAIM THAT IS DEEMED TO HAVE OCCURRED BY
         REASON OF EVENTS OTHER THAN THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT
         OF THE INDEMNIFIED PARTY.

                  (III) THE COMPANY AND ITS SUBSIDIARIES AGREE NOT TO ASSERT ANY
         CLAIM AGAINST THE HOLDER OF ANY NOTES, ANY OF THEIR AFFILIATES, OR ANY
         OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS
         AND ADVISERS, ON ANY THEORY OF LIABILITY, FOR SPECIAL, INDIRECT,
         CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE RELATING
         TO THE SECOND PRIORITY NOTE DOCUMENTS, ANY OF THE TRANSACTIONS
         CONTEMPLATED HEREIN OR THEREIN OR THE ACTUAL OR PROPOSED USE OF THE
         PROCEEDS OF THE NOTES.

                  (iv) The obligations of the Company and its Subsidiaries under
         this paragraph 11N shall survive the termination of this Agreement and
         the payment in full of the Notes and all other amounts payable
         hereunder.

         11O. RELEASE. THE COMPANY AND ITS SUBSIDIARIES EACH HEREBY RELEASE,
DISCHARGE AND ACQUIT FOREVER THE HOLDERS OF THE NOTES AND THEIR RESPECTIVE
OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND COUNSEL FROM ANY AND ALL CLAIMS
EXISTING AS OF THE DATE HEREOF. AS USED IN THIS PARAGRAPH 11O, THE TERM "CLAIM"
SHALL MEAN ANY AND ALL LIABILITIES, CLAIMS, JUDGMENTS, DEFICIENCIES, INTEREST,
LIENS, COSTS OR EXPENSES (INCLUDING COURT COSTS, PENALTIES, ATTORNEYS' FEES AND
DISBURSEMENTS, AND AMOUNTS PAID IN SETTLEMENT) OF ANY KIND AND CHARACTER
WHATSOEVER, IN EACH CASE WHETHER NOW KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED,
ASSERTED OR UNASSERTED OR PRIMARY OR CONTINGENT, AND WHETHER ARISING OUT OF
WRITTEN DOCUMENTS, UNWRITTEN UNDERTAKINGS OR COURSE OF CONDUCT.

         11P. RELATIONSHIP OF THE PARTIES. This Agreement provides for the
making or maintaining of loans by the Existing Holders, in their capacity as
lenders, to the Company, in its capacity as a borrower, and for the payment of
interest and repayment of principal by the Company to the holders of the Notes.
The relationship between the Existing Holders and the Company is limited to that
of



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creditors/secured parties, on the one hand, and debtor, on the other hand. The
provisions herein for compliance with financial, environmental, and other
covenants, delivery of financial and other reports, and financial and other
inspections, investigations, audits, examinations or tests are intended solely
for the benefit of the holders of the Notes to protect their interests as
lenders in assuring payments of interest and repayment of principal and nothing
contained in this Agreement or any other Second Priority Note Document shall be
construed as permitting or obligating the holders of the Notes to act as
financial or business advisors or consultants to the Company, as permitting or
obligating the holders of the Notes to control the Company or to conduct or
operate the Company's operations, as creating any fiduciary obligation on the
part of the holders of the Notes to the Company, or as creating any joint
venture, agency, or other relationship between the parties other than as
explicitly and specifically stated in this Agreement. The Company acknowledges
that it has had the opportunity to obtain the advice of experienced counsel of
its own choosing in connection with the negotiation and execution of this
Agreement and the other Second Priority Note Documents and to obtain the advice
of such counsel with respect to all matters contained herein, including, without
limitation, the provision in paragraph 11M for waiver of trial by jury. The
Company further acknowledges that it is experienced with respect to financial
and credit matters and has made its own independent decision to apply to the
Existing Holders for the financial accommodations provided hereby and to execute
and deliver this Agreement and the other Second Priority Note Documents.

         11Q. FINAL AGREEMENT. THIS AGREEMENT AND THE OTHER SECOND PRIORITY NOTE
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE
CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT
OF THE PARTIES. THERE ARE NO ORAL AGREEMENTS BETWEEN THE PARTIES.

         11R. CONSTRUCTION. The Existing Holders and the Company have
participated jointly in the negotiation and drafting of this Agreement and the
other Second Priority Note Documents. In the event an ambiguity or question of
intent or interpretation arises, this Agreement or other Second Priority Note
Document, as the case may be, shall be construed as if drafted jointly by the
Existing Holders and the Company and no presumption or burden of proof shall
arise favoring or disfavoring any Existing Holder or the Company by virtue of
the authorship of any of the provisions of this Agreement or such other Second
Priority Note Document, as the case may be.

         11S. SEVERABILITY. Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

         11T.     DESCRIPTIVE HEADINGS.  The descriptive headings of the several
paragraphs of this Agreement are inserted for convenience only and do not
 constitute a part of this Agreement.



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<PAGE>   73

         11U. MAXIMUM INTEREST PAYABLE. The Company, each Existing Holder and
any other holders of the Notes specifically intend and agree to limit
contractually the amount of interest payable under this Agreement, the Notes and
all other instruments and agreements related hereto and thereto to the maximum
amount of interest lawfully permitted to be charged under applicable law.
Therefore, none of the terms of this Agreement, the Notes or any instrument
pertaining to or relating to this Agreement or the Notes shall ever be construed
to create a contract to pay interest at a rate in excess of the maximum rate
permitted to be charged under applicable law, and neither the Company, any
guarantor nor any other party liable or to become liable hereunder, under the
Notes, any guaranty or under any other instruments and agreements related hereto
and thereto shall ever be liable for interest in excess of the amount determined
at such maximum rate, and the provisions of this paragraph 11U shall control
over all other provisions of this Agreement, any Notes, any guaranty or any
other instrument pertaining to or relating to the transactions herein
contemplated. If any amount of interest taken or received by any Existing Holder
or any holder of a Note shall be in excess of said maximum amount of interest
which, under applicable law, could lawfully have been collected by such Existing
Holder or such holder incident to such transactions, then such excess shall be
deemed to have been the result of a mathematical error by all parties hereto and
shall be refunded promptly by the Person receiving such amount to the party
paying such amount, or, at the option of the recipient, credited ratably against
the unpaid principal amount of the Note or Notes held by such Existing Holder or
such holder, respectively. All amounts paid or agreed to be paid in connection
with such transactions which would under applicable law be deemed "INTEREST"
shall, to the extent permitted by such applicable law, be amortized, prorated,
allocated and spread throughout the stated term of this Agreement and the Notes.
"APPLICABLE LAW" as used in this paragraph means that law in effect from time to
time which permits the charging and collection of the highest permissible
lawful, nonusurious rate of interest on the transactions herein contemplated
including laws of the State of New York and of the United States of America, and
"MAXIMUM RATE" as used in this paragraph means, with respect to each of the
Notes, the maximum lawful, nonusurious rates of interest (if any) which under
applicable law may be charged to the Company from time to time with respect to
such Notes.

         11V. COUNTERPARTS. This Agreement may be executed in any number of 
counterparts, each of which shall be an original but all of which together 
shall constitute one instrument.

         11W. SEVERALTY OF OBLIGATIONS. The issuance of the Notes to the
Existing Holders are to be several issuances, and the obligations of the
Existing Holders under this Agreement are several obligations. Except as
provided in paragraph 3K, no failure by any Existing Holder to perform its
obligations under this Agreement shall relieve any other Existing Holder or the
Company of any of its obligations hereunder, and no Existing Holder shall be
responsible for the obligations of, or any action taken or omitted by, any other
Existing Holder hereunder.


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

                                          CLARK/BARDES, INC.



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


GREAT-WEST LIFE & ANNUITY INSURANCE COMPANY



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



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



LIFE INVESTORS INSURANCE COMPANY OF AMERICA



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



NATIONWIDE LIFE INSURANCE COMPANY



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