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                                                                   EXHIBIT 10.11



                                 [FORM OF NOTE]


                               CLARK/BARDES, INC.

                10.50% SENIOR SECURED NOTE DUE AUGUST [__], 2004


No.                            September __, 1997
$


         FOR VALUE RECEIVED, the undersigned, CLARK/BARDES, INC. (the
"COMPANY"), a corporation organized and existing under the laws of the State of
Texas, hereby promises to pay to _________________________
___________________________, or registered assigns, the principal sum of
___________________________ DOLLARS ($______________) on August [__], 2002, with
interest (computed on the basis of a 360-day year -- 30-day month) (a) on the
unpaid balance thereof at the rate of 10.50% per annum from the date hereof,
payable quarterly on the ___ day of February, May, August and November in each
year, commencing with the November ___, next succeeding the date hereof, until
the principal hereof shall have become due and payable, and (b) on any overdue
payment (including any overdue prepayment) of principal, any overdue payment of
interest and any overdue payment of any Yield Maintenance Amount (as defined in
the Note Agreement referred to below), payable quarterly as aforesaid (or, at
the option of the registered holder hereof, on demand), at a rate per annum from
time to time equal to the lesser of (a) the maximum rate permitted by applicable
law or (b) the greater of (i) 2.0% over the rate of interest then in effect with
respect to this Note or (ii) 2.0% over the rate of interest publicly announced
by Citibank, N.A. from time to time in New York City as its Base Rate.

         Payments of principal of, interest on and any Yield Maintenance Amount
payable with respect to this Note are to be made at the main office of Citibank,
N.A. in New York City or at such other place as the holder hereof shall
designate to the Company in writing, in lawful money of the United States of
America.

         This Note is one of a series of 10.50% Senior Secured Notes (the
"NOTES") issued pursuant to a Note Agreement, dated as of September [__], 1997
(the "AGREEMENT"; capitalized terms used and not otherwise defined herein have
the meanings assigned to them in the Agreement), between the Company, Great-West
Life & Annuity Insurance Company, Life Investors Insurance Company of America
and Nationwide Life Insurance 

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Company, is entitled to the benefits thereof and is secured by each of the
Security Documents in favor of the Collateral Agent for the benefit of the
holders of the Notes.

         This Note is a registered Note and, as provided in the Agreement, upon
surrender of this Note for registration of transfer, duly endorsed, or
accompanied by a written instrument of transfer duly executed, by the registered
holder hereof or such holder's attorney duly authorized in writing, a new Note
of like tenor for a like principal amount will be issued to, and registered in
the name of, the transferee. Prior to due presentment for registration of
transfer, the Company may treat the person in whose name this Note is registered
as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company shall not be affected by any notice to the contrary.

         This Note is subject to certain prepayments, as specified in the
Agreement.

         If an Event of Default shall occur and be continuing, the principal of
this Note may be declared or otherwise become due and payable in the manner and
with the effect provided in the Agreement.

         The Company, and the purchaser and the registered holder of this Note
specifically intend and agree to limit contractually the amount of interest
payable under this Note to the maximum amount of interest lawfully permitted to
be charged under applicable law. Therefore, none of the terms of this Note 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 nor any other party liable or to become liable hereunder shall ever be
liable for interest in excess of the amount determined at such maximum rate, and
the provisions of paragraph 11U of the Agreement shall control over any contrary
provision of this Note.

         THIS NOTE IS INTENDED TO BE PERFORMED IN THE STATE OF NEW YORK AND
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAW OF SUCH STATE.

         The Company and any and all endorsers, guarantors and sureties
severally waive grace, demand, presentment for payment, notice of dishonor or
default, notice of intent to accelerate, notice of acceleration (to the extent
set forth in the Agreement), protest and diligence in collecting.

                                     CLARK/BARDES, INC.



                                     By:
                                              Name:
                                              Title: