<PAGE>   1
                                                                   EXHIBIT 10.36


                                                                    DRAFT 8/1/98


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


                               CLARK/BARDES, INC.




                                   $14,500,000

                              ____% SENIOR SECURED
                            NOTES DUE AUGUST 9, 2002



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

                       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......................................2
         2A.      Assumption of Original Notes and Other Obligations............................2

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...................................................6
         3E.      Other Information.............................................................6
         3F.      Related Proceedings...........................................................6
         3G.      Consummation of Merger........................................................7
         3J.      Termination of Shareholders' Agreement........................................7
         3K.      Delivery of Notes to Other Existing Holders...................................7
         3L.      Proceedings...................................................................7
         3M.      Accrued Interest..............................................................7
         3N.      Fees..........................................................................7

PARAGRAPH 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............................................8
         4D.      Partial Payments Pro Rata.....................................................9
         4E.      Retirement of Notes..........................................................10

PARAGRAPH 5.  AFFIRMATIVE COVENANTS............................................................10
         5A(1).   Information as to Company....................................................10
         5A(2).   Officer's Certificate........................................................13
         5B.      Information Required by Rule 144A............................................14
         5C.      Inspection...................................................................14
         5D.      Covenant to Secure Notes Equally.............................................15
         5E.      Corporate Existence, Licenses and Permits; Maintenance of Properties.........15
</TABLE>


                                       ii

<PAGE>   3
<TABLE>
<S>      <C>                                                                                  <C>
         5F.      Maintenance of Material Contracts............................................15
         5G.      Maintenance of Insurance.....................................................16
         5H.      Payment of Taxes and Other Claims............................................16
         5I.      ERISA Compliance.............................................................16
         5J.      Compliance with Laws.........................................................16
         5K.      Collateral...................................................................17
         5L.      Performance of Obligations...................................................17
         5M.      Maintenance of Key Sales Force...............................................17
         5N.      Pledge of Notes Payable......................................................18
         5O.      Maintenance of Key Man Life Insurance Policies...............................18
         5P.      Creation and Maintenance of Working Capital Facility.........................18

PARAGRAPH 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.............................................19
         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..................................20
         6H.      Change of Fiscal Year........................................................24
         6I.      Change of Business...........................................................24
         6J.      Certificates of Incorporation; Bylaws; Trade Names...........................24
         6K.      Other Agreements.............................................................25
         6L.      Limitation on Certain Restrictive Agreements.................................25
         6M.      ERISA Matters................................................................25
         6N.      Only One Class of Capital Stock..............................................25
         6O.      Prohibition Against Payments and Prepayments of Certain
                           Indebtedness........................................................25
         6P.      No Subsidiaries..............................................................26
         6Q.      Restrictions on Issuances of Common Stock....................................26
         6R.      Restrictions Upon the Amendment of Certain Documents.........................26
         6S.      Limitation on Amount of S Corporation Tax Distributions......................27
         6T.      Prohibition Against Phantom Stock............................................27

PARAGRAPH 7.  EVENTS OF DEFAULT................................................................27
         7A.      Acceleration.................................................................27
         7B.      Rescission of Acceleration...................................................30
         7C.      Notice of Acceleration or Rescission.........................................30
         7D.      Right of Set-off.............................................................31
         7E.      Notice to Holders of Subordinated Debt; Payment Block........................31
         7F.      Other Remedies...............................................................31
</TABLE>


                                       iii

<PAGE>   4
<TABLE>
<S>           <C>                                                                              <C>
PARAGRAPH 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..........................................................33
         8F.      Possession of Franchises, Licenses, Patents and Trademarks...................33
         8G.      Taxes........................................................................34
         8H.      Conflicting Agreements and Other Matters.....................................34
         8I.      Offering of the Original Notes...............................................35
         8J.      Use of Proceeds..............................................................35
         8K.      ERISA........................................................................36
         8L.      Governmental Consent.........................................................36
         8M.      Environmental Compliance.....................................................36
         8N.      Fiscal Year..................................................................36
         8O.      Disclosure...................................................................37
         8P.      Investment Company Act.......................................................37
         8Q.      Other Regulation.............................................................37
         8R.      Other Representations and Warranties.........................................37
         8S.      Solvency.....................................................................37
         8T.      Employment Agreements, Non-Competition Agreements and
                           Principal Office Agreements.........................................37
         8U.      Insurance Licenses...........................................................38
         8V.      Undisclosed Liabilities.  ...................................................38
         8W.      Legal Compliance.............................................................38
         8X.      Certain Tax Matters..........................................................38
         8Y.      Sales Representatives........................................................38
         8Z.      Contracts....................................................................38
         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.........................................................40
         8DD.     Condition of Property........................................................40
         8EE.     Books and Records.  .........................................................40
         8FF.     Additional Disclosure........................................................40
         8GG.     Satisfaction of Conditions Precedent.........................................40
         8HH.     Certain Affiliates...........................................................41

PARAGRAPH 9.  REPRESENTATIONS OF EACH EXISTING HOLDER..........................................41
         9A.      Nature of Purchase...........................................................41
         9B.      Source of Funds..............................................................41
</TABLE>



                                       iv

<PAGE>   5
<TABLE>
<S>            <C>                                                                             <C>
PARAGRAPH 10.  DEFINITIONS.....................................................................42
         10A.     Defined Terms................................................................42
         10B.     Accounting Principles, Terms and Determinations..............................58

PARAGRAPH 11.  MISCELLANEOUS...................................................................58
         11A.     Note Payments................................................................58
         11B.     Expenses.....................................................................58
         11C.     Consent to Amendments........................................................59
         11D.     Form, Registration, Transfer and Exchange of Notes; Lost Notes...............59
         11E.     Persons Deemed Owners; Participations........................................60
         11F.     Survival of Representations and Warranties; Entire Agreement.................60
         11G.     Successors and Assigns.......................................................60
         11H.     Disclosure to Other Persons..................................................61
         11I.     Notices......................................................................61
         11J.     Payments Due on Non-Business Days............................................61
         11K.     Satisfaction Requirement.....................................................61
         11L.     Governing Law................................................................62
         11M.     Waiver of Jury Trial; Consent to Jurisdiction; Limitation of Remedies........62
         11N.     Indemnification..............................................................63
         11O.     RELEASE......................................................................64
         11P.     Relationship of the Parties..................................................65
         11Q.     FINAL AGREEMENT..............................................................65
         11R.     Construction.  ..............................................................65
         11S.     Severability.................................................................66
         11T.     Descriptive Headings.........................................................66
         11U.     Maximum Interest Payable.....................................................66
         11V.     Counterparts.................................................................66
         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 COUNSEL
EXHIBIT B-2                -       FORM OF OPINION OF GENERAL COUNSEL
EXHIBIT C                  -       FORM OF OFFICER'S CERTIFICATE
EXHIBIT D                  -       FORM OF COMPLIANCE CERTIFICATE
EXHIBIT E-1                -       FORM OF ASSIGNMENT OF LIFE INSURANCE POLICY
EXHIBIT E-2                -       FORM OF ASSIGNMENT OF LIFE INSURANCE POLICY
EXHIBIT F                  -       FORM OF COLLATERAL AGENCY AGREEMENT
EXHIBIT G                  -       FORM OF GUARANTY
EXHIBIT H                  -       FORM OF PERFECTION CERTIFICATE
EXHIBIT I                  -       FORM OF SECURITY AGREEMENT


                                       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 Agreement dated as of September
8, 1997 (the "ORIGINAL NOTE AGREEMENT") pursuant to which CBI-Texas issued and
sold to the Existing Holders its 10.50% Senior Secured Notes due August 9, 2002
in the aggregate original principal amount of $14,500,000 (the "ORIGINAL
NOTES").

         B. 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.

         C. 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 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").

         D. 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").

         E. 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



<PAGE>   8
such replacement notes, this Agreement, the Security Documents (as hereinafter
defined), and the other Senior 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 ____% senior secured
promissory notes in the aggregate principal amount of $14,500,000, to be dated
the date of issue thereof, to mature August 9, 2002, 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 ____% 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 ____% 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.

         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 Senior 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").


                                        2

<PAGE>   9
         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 Senior 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 Senior 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 the Senior 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 Senior 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 Senior 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 Senior 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;


                                        3

<PAGE>   10
             (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;

             (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


                                        4

<PAGE>   11
         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 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.


                                        5

<PAGE>   12
         3B. REPRESENTATIONS AND WARRANTIES; NO DEFAULT; NO MATERIAL ADVERSE
CHANGE. The representations and warranties contained in this Agreement, the
other Senior 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.

         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 Second Priority Notes pursuant to the Second Priority 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


                                        6

<PAGE>   13
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 Second Priority 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 Second Priority 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 letter agreement, dated as of June 11,
1998, between CBI-Texas and such Existing Holder.

         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.


                                        7

<PAGE>   14
         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
$1,450,000 on each February 9th and August 9th beginning on the February 9th
immediately following the Date of Closing, 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.

             (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


                                        8

<PAGE>   15



         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.

             (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
         (g) 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


                                        9

<PAGE>   16



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.

         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,



                                       10

<PAGE>   17



                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

                    (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


                                       11

<PAGE>   18



         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

                    (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


                                       12

<PAGE>   19



         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);

                (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 Senior 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


                                                        13

<PAGE>   20



         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 condi tion 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.

         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 ac countants, 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,


                                       14

<PAGE>   21



         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 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.


                                       15

<PAGE>   22



         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.

         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.



                                       16

<PAGE>   23



         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 Senior 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
Senior 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
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 Senior 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.


                                       17

<PAGE>   24



         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 Agreement and the other Senior 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.



                                       18

<PAGE>   25



         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

             (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.


                                       19

<PAGE>   26



         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>

         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 Senior Note Documents;



                                       20

<PAGE>   27



                    (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 Second Priority Notes and the
             payment, performance and observance of the other obligations
             under the Second Priority Note Agreement and the other Second
             Priority 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 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;



                                       21

<PAGE>   28



             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;

                    (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;


                                       22

<PAGE>   29



                    (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 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.



                                       23

<PAGE>   30



             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).

         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 Senior Note Documents.



                                       24

<PAGE>   31



         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 Senior 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
Senior 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 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.



                                       25

<PAGE>   32



         6P. NO SUBSIDIARIES. Notwithstanding anything in this Agreement or any
other Senior 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 Senior 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.

         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 Senior Note Documents.



                                       26

<PAGE>   33



         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):

             (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


                                       27

<PAGE>   34



         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 Senior 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 Senior 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

             (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



                                       28

<PAGE>   35



             (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

             (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



                                       29

<PAGE>   36



             (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 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


                                       30

<PAGE>   37



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 Senior
Note Documents or the Second Priority 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 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 Senior 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 Senior Note Documents or in aid of the exercise of
any power granted in this Agreement or the other Senior 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 Senior Note Documents upon the holder of any Note or the Collateral
Agent is intended to be exclusive of


                                       31

<PAGE>   38



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 Senior 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, 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'


                                       32

<PAGE>   39



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 Senior 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 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,


                                       33

<PAGE>   40



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 adversely affects its business, property or
assets, prospects or financial condition. The execution and delivery of the
Senior Note Documents, the Schoenke Acquisition Documents, the Merger Documents
and the IPO Documents (the Senior 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


                                       34

<PAGE>   41



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 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 8J 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


                                       35

<PAGE>   42



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 Senior Note Documents, the
Schoenke Acquisition Documents, 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.



                                       36

<PAGE>   43



         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 Senior 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 Senior 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 Senior Note Documents or the
Schoenke Acquisition Documents.

         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 Senior Note Documents, the Second Priority
Note Documents, the Schoenke


                                       37

<PAGE>   44



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.

         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


                                       38

<PAGE>   45



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;

             (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;


                                       39

<PAGE>   46



             (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 Senior 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.

         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,


                                       40

<PAGE>   47



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 EXISTING HOLDER.

         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
         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


                                       41

<PAGE>   48



         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):

         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


                                       42

<PAGE>   49



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 attached hereto, respectively,
as the same may be amended, supplemented and otherwise modified from time to
time.

              "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.


                                       43

<PAGE>   50



              "CBH" shall have the meaning specified in Recital B 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 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.



                                       44

<PAGE>   51



              "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 Senior 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 Second Priority 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 Second Priority Notes, substantially in the
form of Exhibit F attached hereto, 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 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.



                                       45

<PAGE>   52



              "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,

              (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.



                                       46

<PAGE>   53



              "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.

              "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.



                                       47

<PAGE>   54



              "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.

         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 G 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,


                                       48

<PAGE>   55



              (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.

              "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.



                                       49

<PAGE>   56



              "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 D 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.

              "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


                                       50

<PAGE>   57



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 B 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.

              "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 C 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.


                                       51

<PAGE>   58



              "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 attached hereto.

              "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 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.

              "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 B of this Agreement.



                                       52

<PAGE>   59



              "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.

              "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).



                                       53

<PAGE>   60



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

              "SECOND PRIORITY 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
Second Priority Notes, as the same may be amended, supplemented and otherwise
modified from time to time.

              "SECOND PRIORITY NOTE DOCUMENTS" shall mean the Second Priority
Note Agreement, the Second Priority Notes, the Second Priority 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.

              "SECOND PRIORITY NOTES" shall mean the Second Priority Senior
Secured Notes due 2004 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
Second Priority Note Agreement.

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

              "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,


                                       54

<PAGE>   61



substantially in the form of Exhibit I attached hereto, 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 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.

              "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.

              "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


                                       55

<PAGE>   62



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). 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.


                                       56

<PAGE>   63



              "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 Second Priority 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.

              ["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 the
Second Priority Note 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.


                                       57

<PAGE>   64



              "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 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


                                       58

<PAGE>   65



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 Senior 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 Senior Note Documents or in
responding to any subpoena or other legal process or informal investigative
demand issued in connection with this Agreement, the other Senior 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 Senior Note Documents, and the
termination of this Agreement or any of the other Senior Note Documents.

         11C. CONSENT TO AMENDMENTS. This Agreement and any of the other Senior
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 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 AGREE MENT" 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


                                       59

<PAGE>   66



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 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 Senior 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 Senior 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 Senior 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)


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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 Senior
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 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,


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<PAGE>   68



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 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 SENIOR 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 SENIOR 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


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<PAGE>   69



         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.

         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
         SENIOR 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 SENIOR 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 SENIOR NOTE DOCUMENT, (VI) ANY ASSERTION THAT THE COMPANY WAS
         NOT ENTITLED TO RECEIVE THE PROCEEDS RECEIVED PURSUANT TO THIS
         AGREEMENT AND THE OTHER SENIOR NOTE DOCUMENTS OR (VII) ANY OTHER ASPECT
         OF THE SENIOR NOTE DOCUMENTS, INCLUDING, WITHOUT LIMITATION, THE


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         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, 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 SENIOR 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.



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         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 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 Senior 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
Senior 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 Senior Note Documents.

         11Q. FINAL AGREEMENT. THIS AGREEMENT AND THE OTHER SENIOR 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.



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         11R. CONSTRUCTION. The Existing Holders and the Company have
participated jointly in the negotiation and drafting of this Agreement and the
other Senior Note Documents. In the event an ambiguity or question of intent or
interpretation arises, this Agreement or other Senior 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 Senior 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.

         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


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<PAGE>   73



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.


      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]


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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:
      -------------------------------------


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