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                                                                   EXHIBIT 10.33

                          COMMISSION TRANSFER AGREEMENT

                           RELATING TO THE TRANSFER BY

                 W.T. WAMBERG AND THE WAMBERG ORGANIZATION, INC.

                      OF THE RIGHTS TO CERTAIN COMMISSIONS

                              TO CLARK/BARDES, INC.



                              Dated: July 31, 1998


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                          COMMISSION TRANSFER AGREEMENT


         COMMISSION TRANSFER AGREEMENT made as of July 31, 1998 by and between
W.T. WAMBERG ("Principal"), THE WAMBERG ORGANIZATION, INC., an Illinois
corporation and wholly owned by Principal ("TWO"), and CLARK/BARDES, INC., a
Delaware corporation ("CBI").

                                   WITNESSETH:

         WHEREAS, Principal is a shareholder in CBI and a successful insurance
producer who markets executive benefit and insurance plans to corporations and
not-for-profit organizations;

         WHEREAS, Principal and CBI have entered into that certain Principal
Office Agreement on or about September 30, 1993 (the "Principal Office
Agreement") pursuant to which Principal has agreed to solicit, sell and
implement life insurance or consulting services and CBI has agreed to furnish
Principal marketing-materials, plan design ideas, selected life insurance
products and other services to assist Principal in the sales process;

         WHEREAS, the Principal Office Agreement provides a procedure pursuant
to which each of CBI and Principal receive commissions and fees for services
performed thereunder;

         WHEREAS, the Principal has assigned certain of these commissions to
TWO; and

         WHEREAS, the Principal, TWO and CBI have agreed to reallocate how the
commissions and fees are paid to the Principal, TWO and CBI under the Principal
Office Agreement in exchange for the payment of $7,400,000 by CBI to TWO.

         NOW, THEREFORE, in consideration of the premises, conditions and the
mutual covenants and agreements hereinafter set forth, the parties hereto agree
as follows:

         1.   Commissions to be Transferred. Subject to the terms and conditions
of this Agreement, Principal, TWO and CBI agree to modify the Principal Office
Agreement such that the commissions and fees related to certain Covered Business
(as such term is described in the Principal Office Agreement) shall be modified
as follows (the "Transferred Business"):

              (a) Commissions and fees net of any CBI Administrative Costs (as 
         defined and determined pursuant to the Principal Office Agreement)
         which results from the Transferred Business existing as of June 30,
         1998 pursuant to the Principal Office Agreement and listed on Exhibit A
         hereto (the "Transferred Commissions") shall be divided between
         Principal and CBI such that 50% of the Transferred Commissions is
         payable to CBI and 50% of the Transferred Commissions is payable to the
         Principal, subject to the adjustments described below.


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              (b) Upon receipt of the Transferred Commissions by CBI, CBI shall 
         pay the Principal 50% of such Transferred Commissions which shall be
         distributed on a monthly basis in accordance with the terms of the
         Principal Office Agreement. CBI shall keep 31% of such Transferred
         Commissions for its own account and CBI shall set up a reserve on the
         CBI Balance Sheet equal to 19% of such Transferred Commissions to be
         distributed in accordance herewith (the "Commission Account").

              (c) Within fifteen (15) days following the end of each month, CBI
         shall conduct an accounting to determine the balance of the Commission
         Account. If the balance of the Commission Account is greater than the
         amounts provided for on Exhibit B (the "Target Amount") with respect to
         the applicable month, CBI will distribute 50% of such excess to the
         Principal within thirty (30) days following the end of such month. If
         the balance of the Commission Account is less than the Target Amount
         (the difference referred to as the "Shortfall Amount"), CBI shall
         transfer all such amounts in the Commission Account to its own account
         within thirty (30) days following the end of such month (the "Transfer
         Date") and be entitled to keep all such amounts. In addition, CBI shall
         be entitled to receive all Transferred Commissions from the Transfer
         Date through the date on which CBI has received Transferred
         Commissions, otherwise payable to Principal, equal to the Shortfall
         Amount ("Shortfall Commissions"). The Shortfall Commissions shall be in
         addition to any other Transferred Commissions which CBI shall otherwise
         be entitled to receive. If the balance of the Commission Account is
         equal to the Target Amount, no adjustment will be made.

              (d) Principal or TWO, as appropriate, and CBI agree to advise the 
         various insurance companies related to the Transferred Business
         described on Exhibit A hereto to pay CBI directly all Transferred
         Commissions. CBI shall be the receiving party with respect to all such
         commissions and fees and will be responsible for paying Principal its
         share of such commissions and fees in accordance herewith.

              (e) All commissions and fees not related to Transferred Business 
         shall be allocated among the parties pursuant to the Principal Office
         Agreement. All other terms and provisions of the Principal Office
         Agreement, other than the terms and provisions amended pursuant hereto,
         shall apply to the Transferred Commissions and the Transferred
         Business.

         2. Purchase Price. The purchase price to be paid for the transfer of
the Transferred Commissions hereunder shall be $7,400,000 (the "Purchase
Price"). The Purchase Price shall be paid to TWO at the Closing by certified or
cashier's check or wire transfer of funds.

         3. Closing. The closing of the transfer of the Transferred Commissions
pursuant to this Agreement (the "Closing") shall take place on January 1, 1999
at such time and place as shall be mutually agreed upon by the parties (the
"Closing Date").


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         4. Representations and Warranties of Principal. As of the date hereof,
and as of the Closing, Principal represents and warrants to CBI and TWO as
follows:

              4.1 Capacity and Authority of Principal. Principal has the
         power and authority to enter into and perform this Agreement and the
         other documents and transactions contemplated hereby. This Agreement
         and the other documents executed and delivered by Principal pursuant
         hereto constitute the legal, valid and binding obligations of
         Principal, enforceable in accordance with their respective terms.

              4.2 No Conflict. Neither the execution, delivery or performance of
         this Agreement and all other documents in connection herewith nor the
         consummation of the transactions contemplated hereby and thereby will
         violate or conflict with or constitute a breach of or default under any
         contract, instrument, agreement, indenture, license, law, order,
         regulation or judgment to which Principal is a party or by which
         Principal or the Transferred Commissions may be bound or affected. No
         authorization, consent or approval or any order of any governmental or
         public authority or agency is required for the execution, delivery or
         performance of this Agreement or the consummation of the transactions
         contemplated hereby.

         5. Representations and Warranties of TWO. As of the date hereof and as
of the Closing, TWO represents and warrants to Principal and CBI as follows:

              5.1 Organization, Standing and Authority of TWO. TWO is a 
         corporation duly organized, validly existing and in good standing under
         the laws of Illinois, with the corporate power to execute and deliver
         this Agreement and to carry out its obligations hereunder. The
         execution, delivery and performance of this Agreement and all other
         documents in connection herewith and the consummation of the
         transactions contemplated hereby have been duly and validly authorized
         by TWO's Board of Directors, and no other corporate proceedings on the
         part of TWO are necessary to authorize this Agreement and the
         transactions contemplated hereby. All requisite corporate action has
         been taken to make them valid and binding upon TWO in accordance with
         their respective terms. This Agreement and the other documents executed
         and delivered by TWO pursuant hereto constitute legal, valid and
         binding obligations of TWO, enforceable in accordance with their
         respective terms.

              5.2 No Conflict. Neither the execution, delivery or performance of
         this Agreement and all other documents in connection herewith nor the
         consummation of the transactions contemplated hereby and thereby will
         violate or conflict with or constitute a breach of or default under any
         contract, instrument, articles of incorporation, by-law, agreement,
         indenture, license, law, order, regulation or judgment to which TWO is
         a party or by which TWO or the Transferred Commissions may be bound or
         affected. No authorization, consent or approval or any order of any
         governmental or public authority or agency is required for the
         execution, delivery or performance of this Agreement or the
         consummation of the transactions contemplated hereby.

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         6. Representations and Warranties of CBI. As of the date hereof and as
of the Closing, CBI represents and warrants to Principal and TWO as follows:

              6.1 Organization, Standing and Authority of CBI. CBI is a 
         corporation duly organized, validly existing and in good standing under
         the laws of Delaware, with the corporate power to execute and deliver
         this Agreement and to carry out its obligations hereunder. The
         execution, delivery and performance of this Agreement and all other
         documents in connection herewith and the consummation of the
         transactions contemplated hereby have been duly and validly authorized
         by CBI's Board of Directors, and no other corporate proceedings on the
         part of CBI are necessary to authorize this Agreement and the
         transactions contemplated hereby. All requisite corporate action has
         been taken to make them valid and binding upon CBI in accordance with
         their respective terms. This Agreement and the other documents executed
         and delivered by CBI pursuant hereto constitute legal, valid and
         binding obligations of CBI, enforceable in accordance with their
         respective terms.

              6.2 No Conflict. Neither the execution, delivery or performance of
         this Agreement and all other documents in connection herewith nor the
         consummation of the transactions contemplated hereby and thereby will
         violate or conflict with or constitute a breach of or default under any
         contract, instrument, articles of incorporation, by-law, agreement,
         indenture, license, law, order, regulation or judgment to which CBI is
         a party or by which CBI or the Transferred Commissions may be bound or
         affected. No authorization, consent or approval or any order of any
         governmental or public authority or agency is required for the
         execution, delivery or performance of this Agreement or the
         consummation of the transactions contemplated hereby.

         7.   Survival of Representations and Warranties; Indemnities.

              7.1 Survival. All representations, warranties and covenants made 
         by a party herein or hereunder shall be deemed to be relied upon by the
         other party regardless of any investigation made by or on behalf of
         such party, and all statements made in any certificate, list, schedule,
         exhibit or other document delivered pursuant hereto prior to or at the
         Closing shall be deemed warranties and representations made under this
         Agreement.

              7.2 Term of Transferred Commissions. The term of this Agreement 
         shall expire on December 31, 2008 ( the "Termination Date"). Upon the
         Termination Date, the allocation of commissions and fees with respect
         to the Transferred Commissions shall revert to the allocations provided
         for in the Principal Office Agreement and the terms of this Agreement
         related to such allocations shall no longer be applicable.


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         8. Conditions to Obligations of CBI. CBI's obligation to consummate the
transactions contemplated by this Agreement is subject to the following
conditions for the exclusive benefit of CBI, to be fulfilled and/or performed on
or prior to the Closing:

              8.1 Accuracy of Representations and Warranties. The 
         representations and warranties made by Principal and TWO in this
         Agreement shall be true and correct in all respects on and as of the
         Closing.

              8.2 Completion of a IPO. CBI shall have successfully completed its
         initial public offering.

         9.   Conditions to Obligations of Principal and TWO. The obligations of
Principal and TWO to consummate the transactions contemplated by this Agreement
are subject to the following conditions for the exclusive benefit of Principal
and TWO, to be fulfilled and/or performed on or prior to the Closing:

              9.1 Accuracy of Representations and Warranties. The 
         representations and warranties made by CBI in this Agreement shall be
         true and correct in all respects on and as of the Closing.

         10.  Miscellaneous.

              10.1 Notice. All notices, requests, demands and other 
         communications hereunder shall be in writing and shall be deemed duly
         given if delivered in person or by courier or if sent by certified or
         registered mail, postage prepaid, to the following:

                   If to Principal or TWO:

                                          Mr. W.T. Wamberg
                                          c/o The Wamberg Organization
                                          102 South Wynstone Park Drive
                                          North Barrington, Illinois  60010
                   If to CBI:

                                   Mel G. Todd
                                   Clark/Bardes, Inc.
                                   2121 San Jacinto Street, Suite 2200
                                   Dallas, Texas 75201

or to such other address as any party may designate by written notice in the
aforesaid manner.


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               10.2 Assignability. This Agreement shall not be assignable by any
          of the parties hereto, without the other parties' written consent.
          This Agreement shall inure to the benefit of and be binding upon the
          respective successors and any permitted assigns of CBI, Principal and
          TWO.

               10.3 Governing Law. This Agreement shall be governed by and
          construed in accordance with the internal laws of Texas.

               10.4 Entire Agreement. This Agreement, the Exhibits hereto, and
          other documents delivered or to be delivered pursuant to this
          Agreement contain or will contain the entire agreement among the
          parties hereto with respect to the transactions contemplated herein.

               10.5 Waiver. Any failure of Principal and TWO or CBI to comply
          with any obligation, covenant, agreement or condition herein may be
          waived in writing by CBI (with respect to TWO and Principal) and
          Principal (with respect to CBI), but such waiver or failure to insist
          upon strict compliance with such obligation, covenant, agreement or
          condition shall not operate as a waiver of, or estoppel with respect
          to, any subsequent or other failure.

               10.6 Amendment. This Agreement may be amended, modified, or
          supplemented only by written agreement of the parties hereto.

               10.7 Headings. The section and other headings contained in this
          Agreement are for reference purposes only and shall not affect the
          interpretation or meaning of this Agreement.

               10.8 Counterparts. This Agreement may be executed in one or more
          counterparts, each of which shall be deemed an original, but all of
          which together shall constitute one and the same Agreement.

               10.9 Further Assurances. The parties will, from time to time
          following the Closing, upon the reasonable request of the other party,
          execute, acknowledge and deliver in proper form such further
          instruments and perform such further acts as may be reasonably
          necessary or desirable to give effect to the transactions contemplated
          by this Agreement or any Exhibit hereto.



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         IN WITNESS WHEREOF, the parties have executed this Agreement on the
date first above written.



                                      --------------------------------------
                                                 W.T. Wamberg


                                      THE WAMBERG ORGANIZATION, INC.


                                      By:
                                         -----------------------------------
                                            Its:  President


                                      CLARK/BARDES, INC.


                                      By:
                                         -----------------------------------
                                            Its:  President


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                                    EXHIBIT A

                              TRANSFERRED BUSINESS
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                                    EXHIBIT B

                                 TARGET AMOUNTS
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