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                                                                    EXHIBIT 10.6



                               BUY-SELL AGREEMENT
                                      FOR
                       CLARK/BARDES AGENCY OF OHIO, INC.


     This Buy-Sell Agreement (this "Agreement") is made by and among
Clark/Bardes Securities, Inc. (hereinafter referred to as "C/B Securities"),
Robert Kelleher (hereinafter referred to as "Shareholder") and Clark/Bardes
Agency of Ohio, Inc. (hereinafter referred to as the "Company") with respect to
all of the issued and outstanding shares of common stock, par value $1.00 per
share, of the Company presently or hereafter owned by the Shareholder
(hereinafter referred to as "Shares").

     WHEREAS, the parties to this Agreement are desirous that there be
continuity in the operation of the Company, and in order to do so the parties
have herein provided for the purchase, sale or transfer of the Shareholder's
interests in the Company upon the occurrence of specified events enumerated
herein and which will be binding upon the Shareholder in lifetime transfers as
well as transfers taking effect at death.

     NOW, THEREFORE, in consideration of the mutual promises and covenants set
forth in this Agreement, the parties agree and state as follows:

                                   ARTICLE 1.

                RESTRICTIONS AGAINST TRANSFERS AND VOTING RIGHTS

     Section 1.01   Prohibited Transfers.  Shareholder agrees that he will not
sell, transfer, assign, hypothecate, mortgage, pledge, encumber, bequeath, or
in any way alienate or dispose of any of the Shares, or any right or interest
therein, whether voluntarily or by operation of law, or by gift or otherwise,
without the prior written consent of C/B Securities and the Company, except
with respect to a transfer which meets the requirements of this Agreement. Any
purported transfer in violation of any provision of this Agreement
shall be void and ineffectual, and shall not operate to transfer any interest
or title in the Shares to the purported transferee.
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Shareholder further agrees that he shall not vote in favor of a sale of
substantially all of the assets of the Company or for a dissolution of the
Company without the prior written consent of C/B Securities.

     Section 1.02   Assignment of Rights by C/B Securities.  C/B Securities may
at any time transfer or assign any or all of its rights and obligations under
this Agreement, including but not limited to, any purchase obligations, any
option rights, or any other rights to acquire the Shares, without obtaining the
permission or consent of any other party hereto.

                                   ARTICLE 2.

                                EXCLUSIVE OPTION

     Section 2.01   Option to Purchase.  Shareholder hereby grants to C/B
Securities or its designee the exclusive right and option (the "Option") to
purchase all of the Shares of the Company owned by the Shareholder at any time
upon the terms and conditions provided in this Agreement. The Option may be
exercised at any time by C/B Securities (without regard to whether the
Shareholder has given notice of intent to transfer or sell the Shares) by
giving written notice to the Shareholder that C/B Securities exercises the
Option to purchase the Shares owned by the Shareholder.

     Section 2.02   Proposed Transfers.  Should Shareholder desire to transfer
or sell his Shares in the Company, C/B Securities or its designee shall have
the absolute and exclusive right to purchase such Shares from the Shareholder
or his representative within 60 days of termination of such agreement or within
60 days of the President of C/B Securities receiving written notice of the
Shareholder's desire to transfer or sell his Shares. If such purchase is of
voting common stock, such designee of C/B Securities shall either (i) be a
resident of the State of Ohio at the time of such purchase, or (ii) tender to
the Ohio Department of Insurance for cancellation all insurance agent licenses
held by the Company within five days of such purchase.


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                                   ARTICLE 3.

                                     DEATH

     Section 3.01   Purchase of Deceased Employee-Shareholder's Interests.
Upon the death of Shareholder, C/B Securities or its designee shall purchase
and the legal representative of the estate of the deceased Shareholder shall
sell, the Shares of such deceased Shareholder in the manner and on the terms
and conditions provided herein. In the event of the death of an Shareholder,
the executor or administrator of such deceased Shareholder shall within 10 days
of his appointment as executor or administrator give written notice of such
death to C/B Securities.


                                   ARTICLE 4.

                           CHANGE IN MARITAL RIGHTS

     Section 4.01   Marital Rights. In the event of a change in the marital
rights of the Shareholder, pursuant to any divorce decree, property settlement
or otherwise, the Shareholder agrees that such instrument or action shall
include provisions or actions whereby the Shareholder who is a party to such
change in marital rights, without regard to fault therein, shall purchase from
his Spouse and Spouse shall sell, all of such interest in the Shares in the
manner and on the terms and conditions provided herein. Any other transfer or
assignment effected by said change in marital rights, unless consented to by
C/B Securities, shall be null and void.


                                   ARTICLE 5.

                                OTHER TRANSFERS

     Section 5.01   Transfer. The involuntary transfer or transfer by operation
of law of any Shares, or of any right or interest therein, including, but not
limited to, a transfer to the trustee in bankruptcy or receiver of any
Shareholder, shall give C/B Securities or its designee the option to purchase
such transferred Shares in the manner and on the terms and conditions provided


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herein. In the event of a transfer or purported transfer of shares as provided
above, Shareholder shall, within ten days of such transfer or purported
transfer, give written notice of such transfer to C/B Securities. The option
granted herein shall be exercised by C/B Securities giving written notice to the
Shareholder that it exercises its option to purchase the Shares owned by such
Shareholder. In the event that C/B Securities does not give notice of its
exercise of the option to purchase such Shares within 30 days after the receipt
of the notice of a transfer or purported transfer as provided above, Shareholder
shall use his best efforts to cause the person or persons acquiring such Shares
to execute and become a party to this Agreement and shall hold such Shares
subject to all of the terms and conditions provided herein, and no further
transfer of such Shares may be made except in accordance with the terms and
conditions provided herein.

                                   ARTICLE 6.

                        DETERMINATION OF PURCHASE PRICE

     Section 6.01 Purchase Price for All Transfers. The purchase price of the
Shares transferred pursuant to this Agreement shall be One Dollar ($1.00) per
Share. The purchase price of the Shares of the Company shall be inclusive of
the value of any goodwill. The purchase price relating to any transfer of an
undivided fractional interest in the Shares shall be based upon the
proportionate interest in each Share.

                                   ARTICLE 7.

                PAYMENT OF PURCHASE PRICE AND DEPOSIT OF SHARES

     Section 7.01 Change in Marital Rights. In the event of a purchase and sale
of the Shares pursuant to Article 4 hereof, the purchase price shall be paid as
follows: The Shareholder who is a party to such an agreement or action
resulting in a change of his marital rights shall transfer in consideration of
the purchase price to his Spouse so much of his property as is necessary to
vest complete title of the Spouse's interest in the Shares in the Shareholder.
If the property so 



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transferred fails to satisfy the full purchase price of the Spouse's interest,
then such transfer of property shall be considered as a down payment. Any
balance of the purchase price shall be paid in 5 equal monthly installments,
the first to be due 30 days after the date of execution of any agreement or
final action in the dissolution of the marriage.

     Section 7.02 All Other Transfers. In the event of a purchase and sale of
the Shares pursuant to Articles 2, 3 or 5 hereof, the purchase price shall be
paid as follows: C/B Securities or its designee or the Shareholder purchasing
such Shares shall pay the full amount of the purchase price in cash at the
closing of such sale and purchase. On payment thereof, the Shareholder or other
person or persons holding such Shares shall execute and deliver the
certificates, evidencing such Shares, or stock powers relating thereto, to the
purchaser.

     Section 7.03 Deposit of Shares. In order to facilitate the closing of the
sale and purchase of the Shares pursuant to any provision of this Agreement,
the Shareholder hereby deposits with C/B Securities the stock certificate
evidencing the Shares together with stock power for assignment of the Shares
duly endorsed by the Shareholder in blank. Notwithstanding the deposit of the
Shares with C/B Securities by the Shareholder, the Shareholder shall at all
times prior to any transfer of the Shares be deemed for all purposes as the
record and beneficial owner of the Shares entitled to vote the Shares as
provided in this Agreement and the Articles of Incorporation and Bylaws of the
Company.


                                   ARTICLE 8.

                  CLOSING DATE OF SALE AND PURCHASE OF SHARES

     Section 8.01 Closing. The closing date to the sale and purchase of the
Shares as provided for in this Agreement shall be at the option of C/B
Securities or its designee, but in all events said closing shall be within 90
days after the date C/B Securities or its designee gives notice that it
exercises its option to purchase the Shares for purchases under Articles 2 and
5,

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within 90 days after the date of death of a Shareholder for purchases under
Article 3, and on the effective date of any agreement or final action resulting
in a change in the marital rights of the Shareholder for purchases under
Article 4.

                                   ARTICLE 9.

                          RESTRICTION OF CERTIFICATES

     Section 9.01   Legend.  The Company and the Shareholder agree that all
certificates representing Shares of the common stock of the Company shall have
endorsed upon them the following legend:

          THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
     BUY-SELL AGREEMENT, WITH AN EFFECTIVE DATE OF APRIL __, 1996, A COPY OF
     WHICH IS ON FILE AT THE PRINCIPAL OFFICE OF THE CORPORATION, AND SAID
     SHARES MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, MORTGAGED, PLEDGED,
     HYPOTHECATED, ENCUMBERED, OR OTHERWISE DISPOSED OF EXCEPT IN STRICT
     ACCORDANCE WITH THE TERMS OF THAT AGREEMENT. A COPY OF SAID BUY-SELL
     AGREEMENT WILL BE FURNISHED WITHOUT CHARGE TO THE HOLDER OF THIS
     CERTIFICATE UPON RECEIPT BY THE CORPORATION AT ITS PRINCIPAL PLACE OF
     BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM THE HOLDER
     REQUESTING SUCH A COPY.

     Section 9.02   Transferee.  Under no circumstances shall any sale or other
transfer of any Shares subject hereto be valid until the proposed transferee
thereof shall have executed and become a party to this Agreement and thereby
shall have become subject to all of the provisions hereof, unless the
requirement is waived by written consent of the parties to this Agreement; and
notwithstanding any other provisions of this Agreement, no such sale or other
transfer of any kind shall in any event result in the nonapplicability of the
provisions hereof at any time to any of the Shares subject hereto.


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                                  ARTICLE 10.

                            MISCELLANEOUS PROVISIONS

     Section 10.01  Notices. All notices required to be given hereunder must be
given by personally delivering such notice or by mailing it, via certified or
registered mail, return receipt requested, to the parties at the addresses set
forth on the signature page hereto. The above addresses may only be changed by
giving written notice of such change of address, via certified or registered
mail, return receipt requested, to all of the other parties hereto.

     Section 10.02  Construction. As used in this Agreement, whenever the
context so indicates, the masculine, feminine, or neuter gender, and the
singular or plural number, shall each be deemed to include the others.

     Section 10.03  Governing Law. This Agreement shall be governed by the laws
of the State of Ohio.

     Section 10.04  Inurement. Subject to the restrictions against transfer or
assignment of Shares as herein contained, the provisions of this Agreement
shall inure to the benefit of and shall be binding on the assigns, successors
in interest, personal representatives, estates, heirs, and legatees of each of
the parties hereto.

     Section 10.05  Amendment. This Agreement may only be amended by the
written consent of all of the parties to this Agreement at the time of such
amendment.

     Section 10.06  Entire Agreement. This Agreement contains the entire
understanding between the parties hereto concerning the subject matter
contained herein. There are no representations, agreements, arrangements, or
understandings, oral or written, between or among the parties hereto, relating
to the subject matter of this Agreement, which are not fully expressed herein.


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     Section 10.07 Further Assurances. Each party hereto agrees to perform any
further acts and to execute and deliver any further documents which may be
reasonably necessary to carry out the provisions of this Agreement.

     Section 10.08 Severability. In the event that any of the provisions, or
portions thereof, of this Agreement are held to be unenforceable or invalid by
any court of competent jurisdiction, the validity and enforceability of the
remaining provisions, or portions thereof, shall not be affected thereby.

     Section 10.09 Remedies for Breach. The Shares are unique chattels, and
each party to this Agreement shall have the remedies which are available to
him, her or it for the violation of any of the terms of this Agreement,
including, but not limited to, the equitable remedy of specific performance.

     Section 10.10 Execution in Counterparts. This instrument may be executed
in multiple counterparts, each individually, and all of which together, shall
constitute a binding contract. The counterpart instruments shall be treated as
a binding contract.

     IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be
effective as of the _____ day of April 1996.


ADDRESS:                                   CLARK/BARDES SECURITIES, INC.
2121 San Jacinto Street
Suite 2200                                 By: 
Dallas, TX 75201                               -------------------------------
                                                             , President      

c/o Clark/Bardes, Inc.                     CLARK/BARDES AGENCY OF OHIO, INC.
2121 San Jacinto Street
Suite 2200                                 By: 
Dallas, TX 75201                               -------------------------------
                                                   Ronald Roth, President      

-------------------------                  SHAREHOLDER:

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

-------------------------                  -----------------------------------
                                                      Robert Kelleher
-------------------------      



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