<PAGE>   1
                                                                 EXHIBIT 10.15


                            STOCK PURCHASE AGREEMENT

                                 BY AND BETWEEN

                               CLARK/BARDES, INC.

                                       AND

                                 HENRY J. SMITH

                                 AUGUST 22, 1997




<PAGE>   2

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                                         Page

<S>      <C>                                                                                                     <C>
1.       PURCHASE AND SALE OF SHARES..............................................................................1

         1.1      Purchase and Sale of Shares.....................................................................1

         1.2      Consideration for Sale and Transfer of the Shares...............................................1

         1.3      Sale of Smith Shares............................................................................2

         1.4      Closing.........................................................................................2

         1.5      Closing Documents of Seller.....................................................................2

         1.6      Closing Documents of Buyer......................................................................3


2.       REPRESENTATIONS AND WARRANTIES OF SELLER.................................................................3

         2.1      Ability and Authorization to Carry Out Agreement; Consents......................................3

         2.2      Consents and Approvals..........................................................................4

         2.3      Litigation......................................................................................4

         2.4      Accuracy of Representations.....................................................................4

         2.5      Title to Shares.................................................................................4

         2.6      Ownership of Shares.............................................................................5


3.       REPRESENTATIONS AND WARRANTIES OF BUYER..................................................................5

         3.1      Organization of Buyer...........................................................................5

         3.2      Authorization of and Ability to Perform Agreement...............................................5

         3.3      Accuracy of Representations.....................................................................5
</TABLE>




                                        i

<PAGE>   3

<TABLE>
<S>      <C>                                                                                                     <C>
4.       COVENANTS OF SELLER AND BUYER............................................................................6

         4.1      Covenants of Seller.............................................................................6

         4.2      Covenants of Buyer..............................................................................6

         4.3      Covenants of Seller and Buyer...................................................................6


5.       CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS..............................................................6

         5.1      Form Satisfactory to Buyer's Counsel............................................................6

         5.2      Representations and Warranties; Certificates of Compliance......................................6

         5.3      Litigation......................................................................................7

         5.4      Changes.........................................................................................7

         5.5      Delivery of Documents...........................................................................7

         5.6      Financing.......................................................................................7

         5.7      Waiver..........................................................................................7
</TABLE>



                                       ii

<PAGE>   4

<TABLE>
<S>      <C>                                                                                                     <C>
6.       CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS.............................................................7

         6.1      Form Satisfactory to Seller's Counsel...........................................................7

         6.2      Representations and Warranties; Compliance with Conditions......................................7

         6.3      Litigation......................................................................................8

         6.4      Delivery of Documents...........................................................................8

         6.5      Waiver..........................................................................................8


7.       TERMINATION..............................................................................................8

8.       OTHER AGREEMENTS.........................................................................................9

                  8.1      Election to Close Buyer's Tax Year.  ..................................................9

                  8.2      Approval of Related Financing.  .......................................................9

                  8.3      Approval of BCSI Acquisition and Related Financing.  ..................................9

                  8.4      Rights to Profits or Future Distributions.  ..........................................10

                  8.5      S Corp. Termination.  ................................................................10


9.       ARBITRATION.............................................................................................10

10.      SURVIVAL OF WARRANTIES, REPRESENTATIONS AND
         AGREEMENTS..............................................................................................10

11.      NOTICES.................................................................................................10
</TABLE>



                                       iii
<PAGE>   5

<TABLE>
<S>      <C>                                                                                                     <C>
12.      ENTIRE AGREEMENT........................................................................................12

13.      AMENDMENTS..............................................................................................12

14.      SPECIFIC PERFORMANCE....................................................................................12

15.      FURTHER ASSURANCES......................................................................................12

16.      REMEDIES CUMULATIVE; NO WAIVER; PERSONS LIABLE..........................................................12

17.      COUNTERPARTS; CAPTIONS; PRONOUNS........................................................................13

18.      PARTIES IN INTEREST.....................................................................................13

19.      APPLICABLE LAW..........................................................................................13
</TABLE>



                                       iv

<PAGE>   6

                                    EXHIBITS


Exhibit A         - Novation Agreement
Exhibit B         - Settlement Agreement





                                        v

<PAGE>   7

                            STOCK PURCHASE AGREEMENT


         STOCK PURCHASE AGREEMENT (this "Agreement") made and entered into as of
the ___ day of August, 1997, by and among CLARK/BARDES, INC., a Texas
corporation ("Buyer"), and HENRY J. SMITH ("Seller").

                              W I T N E S S E T H:

         WHEREAS, Seller owns 1,404,340 of certain issued and outstanding
capital stock of Clark/Bardes, Inc. (the "Shares"); and

         WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase
from Seller, certain of the issued and outstanding shares of capital stock of
Clark/Bardes, Inc. upon the terms and conditions herein set forth.

         NOW, THEREFORE, for and in consideration of the above premises and of
the mutual covenants and promises contained herein, the parties hereto agree as
follows:

         1.    PURCHASE AND SALE OF SHARES

         1.1   Purchase and Sale of Shares. Subject to the terms and conditions
of this Agreement, in reliance on the representations and warranties of Buyer,
and in consideration of the obligations of Buyer herein provided, Seller hereby
agrees to sell, convey, transfer, assign and deliver to Buyer, and the Buyer
hereby agrees to purchase from the Seller at the closing provided for in Section
1.2 hereof (the "Closing"), an




<PAGE>   8



aggregate of 1,404,340 of the Shares in accordance with the terms and conditions
of this Agreement, free and clear of any and all liens, security interests,
mortgages, charges, restrictions, adverse claims, encumbrances and rights of
other persons of every nature and description whatsoever.

         1.2   Consideration for Sale and Transfer of the Shares. Subject to the
terms and conditions of this Agreement, in reliance on the representations and
warranties of Seller, and in consideration of the obligations of Seller herein
provided and such sale, conveyance, transfer, assignment and delivery by Seller
at the Closing of all of the Shares and the execution and delivery by Seller of
the other documents provided for herein, Buyer agrees to pay Seller an amount
equal to $2.40 per Share and, in the aggregate, an amount equal to Three Million
Three Hundred Seventy Thousand Four Hundred Sixteen Dollars ($3,370,416) (the
"Purchase Price"). The Purchase Price shall be payable as follows: (i) cash
payment to the Seller by certified or official bank check to the order of Seller
or its assigns or by wire transfer of immediately available funds in the amount
of Three Million Thirty Three Thousand Three Hundred Seventy-Four Dollars
($3,033,374); and (ii) delivery to Seller of a Promissory Note of Buyer in the
amount of Three Hundred Thirty Seven Thousand Forty-Two Dollars ($337,042) (the
"Promissory Note") dated as of the date of Closing.


         1.3   Sale of Smith Shares. Within 90 days after the Closing, the Buyer
shall use its best efforts to offer up to 1,400,000 of the Shares purchased by
Buyer hereunder at a price of $2.40 per share or such other price as determined
in the sole discretion of Buyer, which may include one or more present
shareholders of Buyer


                                        2

<PAGE>   9



and may exclude Seller; provided, however, that Buyer shall apply the net
proceeds (after deducting all applicable discounts, attorney and accountant fees
and other transaction costs) to prepay the Promissory Note (as defined in
Section 1.2 hereof) and those certain Promissory Notes to be issued to certain
shareholders of the Buyer pursuant to that certain Stock Purchase Agreement
dated as of August 22, 1997 by and among the Buyer, Steven J. Cochlan
("Cochlan"), Malcolm N. Briggs ("Briggs"), G.F. Pendleton III ("Pendleton") and
Don R. Teasley ("Teasley") (the "Cochlan Group Purchase Agreement"), taken
together on a pro rata basis in the proportion which (x) the then outstanding
principal amount of each such Promissory Note bears to (y) the total of the then
outstanding principal amounts of all such Promissory Notes.

         1.4   Closing. The Closing of the transactions contemplated by this
Agreement shall be on or prior to August 29, 1997, or on such other date as may
be mutually agreed upon by Buyer and Seller or as otherwise determined hereunder
(the "Closing Date"). At the Closing, the parties will exchange the various
documents and take such other actions as contemplated by this Agreement. The
exchanges herein provided shall take place commencing at 10:00 a.m., local time,
on the Closing Date, at the offices of Vedder, Price, Kaufman & Kammholz, 222 N.
LaSalle Street, Chicago, Illinois.

         1.5   Closing Documents of Seller. At the Closing, the Seller shall
deliver or cause to be delivered to Buyer the following duly executed documents
and other items:



                                        3

<PAGE>   10



                           (i) Good and valid certificates representing all of
the Shares, free and clear of any and all liens, security interests, mortgages,
charges, restrictions, adverse claims, encumbrances and rights of other persons
of every nature and description whatsoever, duly endorsed for transfer to Buyer
or accompanied by duly executed stock powers, with all applicable transfer
taxes, if any, paid;

                           (ii) All necessary approvals or consents of third
         parties to the purchase and sale of the Shares and consummation of the
         transactions provided for herein;

                           (iii) A certificate of accuracy of representations
         and warranties and compliance with covenants executed by the Seller;

                           (iv) A Novation Agreement (the "Novation Agreement")
         regarding that certain Stock Purchase Agreement (dated as of February
         28, 1997 among Seller, W.T. Wamberg ("Wamberg"), Mel G. Todd ("Todd"),
         Frank Kelly, George V. Blaha, Jr., William Chatfield ("Chatfield") and
         Bennett Meyer ("Meyer") in the form of Exhibit A hereto;

                           (v) A Settlement Agreement dated as of August 22,
         1997 among Wamberg, the Buyer, the Seller, Todd, Briggs, Cochlan,
         Pendleton and Teasley (the "Settlement Agreement") in the form of
         Exhibit B hereto;


                                        4

<PAGE>   11





                           (vi) The written opinions of counsel for the Sellers
         relating to certain representations and warranties of Sellers which are
         reasonably satisfactory to Buyer and to Buyer's Lenders referred to in
         Paragraph 8.2;

                           (viii) Such other documents and actions as shall
reasonably be required by Buyer or by its counsel.

         1.6   Closing Documents of Buyer. At the Closing, the Buyer shall
deliver or cause to be delivered to Seller, or such other persons as
appropriate, the following duly executed documents and other items:

                           (i) The cash portion of the Purchase Price as
provided for in Section 1.2(i) hereof;

                           (ii) The executed Promissory Note as provided for in
         Section 1.2(ii) hereof;

                           (iii) A certificate of accuracy of representations
         and warranties and compliance with covenants executed by the Buyer;

                           (iv) The written opinion of counsel for the Buyer
relating to certain representations and warranties of Buyer which is reasonably
satisfactory to Sellers and to Buyer's Lenders referred to in Paragraph 8.2; and


                                        5

<PAGE>   12



                           (v) Such other documents and actions as shall
         reasonably be required by Seller or by his counsel.

         2.    REPRESENTATIONS AND WARRANTIES OF SELLER.

         Seller represents and warrants to and covenants with Buyer as follows:

         2.1   Ability and Authorization to Carry Out Agreement; Consents.
Seller has the full capacity, right, power and authority to enter into, execute
and deliver this Agreement, the Office Agreement, the Novation Agreement, the
Settlement Agreement and the Shareholder Agreement (collectively, the "Related
Agreements"), to consummate the transactions contemplated by this Agreement and
the Related Agreements, to comply with and fulfill the terms and conditions of
this Agreement and the Related Agreements, and to sell, transfer, assign and
deliver all of his Shares to the Buyer as provided for in this Agreement. This
Agreement and the Related Agreements constitute valid and binding obligations of
the Seller, enforceable in accordance with their terms and conditions. Neither
the execution and delivery of this Agreement or any Related Agreement, nor the
consummation of the transactions contemplated hereby, nor compliance by the
Seller with any of the provisions of this Agreement or any Related Agreement
will:

               (a) Conflict in any material respect with, violate, result in a
breach of, constitute a default (or an event which, with notice or lapse of time
or both, would constitute a default) under, or give rise to any right of
termination, cancellation, or acceleration under any of the terms, conditions or
provisions of any note, lien, bond,


                                        6

<PAGE>   13



mortgage, indenture, license, lease, contract, commitment, agreement,
understanding, arrangement, restriction or other instrument or obligation to
which the Seller is a party or by which the Seller or any of his respective
properties or assets may be bound or subject;

               (b) Violate in any material respect any judgment, order, writ,
injunction, or decree of any court, administrative agency, or governmental
agency or body or any law or regulation applicable to the Seller or his
properties, assets, or Shares; or

               (c) Constitute an event of which, with or without notice, lapse
of time, or action by a third party, could result in the creation of any lien,
charge, or encumbrance upon his Shares.

         2.2   Consents and Approvals. The execution, delivery and performance
of this Agreement and the Related Agreements by the Seller and the consummation
by the Seller of the transactions contemplated hereby or thereby will not
require any notice to, or consent, authorization or approval from any court or
governmental authority or any other third party.

         2.3   Litigation. To the best of the Seller's knowledge, there is no
action, suit or proceeding or governmental investigation, judgment, order, writ,
injunction or decree outstanding, pending or threatened against or relating to
the Seller or his Shares before any court or before or by any federal, state,
municipal or other governmental


                                        7

<PAGE>   14


department, commission, board, bureau, agency or instrumentality, nor does the
Seller know or have reasonable grounds to know of any basis for any such action.

         2.4   Accuracy of Representations. No representation or warranty of the
Seller contained in this Agreement and no statement contained in any exhibit,
certificate, list, schedule or other document referred to in this Agreement
contains or will contain any untrue statement of any material fact, or omits or
will omit to state any material fact necessary to make the statements contained
therein or herein not false or misleading.

         2.5   Title to Shares. The Seller represents and warrants to the Buyer
that he has good title to, and is the beneficial and record owner of, all of his
Shares free and clear of any and all liens, security interests, mortgages,
charges, restrictions, adverse claims, encumbrances and rights of other persons
of every nature and description whatsoever.

         2.6   Ownership of Shares. The Seller represents and warrants to the
Buyer that he owns no other shares in the Buyer and has no other rights in, or
other rights to acquire, any shares of the Buyer other than the Shares.

         3.    REPRESENTATIONS AND WARRANTIES OF BUYER.

         Buyer represents and warrants to Seller as follows:

         3.1   Organization of Buyer. Buyer is a company duly organized, validly
existing and in good standing under the laws of the State of its incorporation
with full



                                        8

<PAGE>   15


corporate power to execute and deliver this Agreement and to carry out its
obligations hereunder.

         3.2   Authorization of and Ability to Perform Agreement. The execution,
delivery and performance of this Agreement and all other documents in connection
herewith by Buyer have been duly and validly authorized by the Board of
Directors of the Buyer and all requisite corporate action has been taken to make
them valid and binding upon Buyer in accordance with their respective terms. The
Buyer has the corporate power and authority to enter into, execute and deliver
this Agreement and the Related Agreements to which it is a party (the "Buyer
Related Agreements"), to consummate the transactions contemplated by this
Agreement and the Buyer Related Agreements, and to comply with and fulfill the
terms and conditions of this Agreement and the Buyer Related Agreements. This
Agreement and all Buyer Related Agreements each constitute a valid and binding
obligation of the Buyer, enforceable in accordance with their respective terms
and conditions. Neither the execution and delivery of this Agreement or any
Buyer Related Agreement, nor the consummation of the transactions contemplated
hereby or thereby will violate any provision of the Buyer's Articles of
Incorporation or Bylaws, or result in a breach of any condition or provision of,
or constitute a default under, any indenture, agreement or other instrument to
which Buyer is a party and which would prohibit the Buyer from performing its
obligations under this Agreement or any Buyer Related Agreement.

         3.3   Accuracy of Representations. No representation or warranty of
Buyer contained in this Agreement and no statement contained in any certificate,
list,


                                        9

<PAGE>   16


schedule, exhibit or other document referred to in this Agreement contains or
will contain any untrue statement of any material fact, or omits or will omit to
state any material fact necessary to make the statements contained therein or
herein not false or misleading.

         4.    COVENANTS OF SELLER AND BUYER

         4.1   Covenants of Seller. Prior to Closing if required by Buyer's
lenders referred to in Paragraph 8.2 or 8.3, Seller:

               (a) Agrees to vote all of his shares of Buyer's capital stock in
favor of: (i) Buyer's purchase of the Shares hereunder, Buyer's purchase of its
shares under the Cochlan Group Purchase Agreement referred to in Paragraphs 1.3
(a) and 8.3 and Buyer's purchase of assets of BCSI referred to in Paragraph 8.4,
and (ii) all equity or debt financing arrangements approved by the Buyer for
purposes of funding working capital requirements and said transactions,
including the financing arrangements referred to in Paragraphs 8.2 and 8.3; and

               (b) Agrees to vote all of his shares of Buyer's capital stock in
favor of any merger or reorganization where the purpose of such merger or
reorganization is to change the Buyer's state of incorporation from a Texas
corporation to a corporation organized in Delaware or some other state of the
Buyer's choosing, and the Seller hereby expressly waives any statutory
dissenters' rights with respect thereto.



                                       10

<PAGE>   17

         4.2   Covenants of Buyer. Buyer hereby agrees to use its best efforts
to obtain financing for the transactions contemplated hereunder which is
reasonably satisfactory to the Buyer. Buyer hereby agrees to notify Seller or a
representative of the Seller upon Buyer's execution of a binding term sheet with
respect to such financing.

         4.3   Covenants of Seller and Buyer. Seller and Buyer hereby agree that
the Option Agreement between Buyer and Seller dated as of January ___, 1996 with
respect to any shares of the Buyer owned by Seller as of December 6, 1997 is
hereby terminated.

         5.    CONDITIONS PRECEDENT TO BUYER'S OBLIGATIONS.

         All obligations of Buyer under this Agreement to consummate the
purchase and sale of the Shares and the other transactions contemplated hereby
are subject to the fulfillment prior to or at the Closing of each of the
following conditions:

         5.1   Form Satisfactory to Buyer's Counsel. All proceedings taken by
the Seller in connection with the transactions contemplated herein and all
instruments and documents required to be furnished by him in connection herewith
or incident hereto shall be reasonably satisfactory to Buyer's counsel.

         5.2   Representations and Warranties; Certificates of Compliance. All
representations and warranties of Seller contained in this Agreement or in any
certificate or document heretofore delivered to Buyer or hereafter delivered to
Buyer pursuant hereto shall be deemed to have been made again at the Closing and
shall be



                                       11

<PAGE>   18



true and correct in all material respects both on the date of this Agreement and
as of the Closing; and all agreements and conditions required by this Agreement
to be performed or satisfied prior to or at the Closing (except agreements on
the part of Buyer) shall have been fulfilled in all material respects; and Buyer
shall have completed its due diligence review and be satisfied that all of the
covenants, representations and warranties contained herein are true and correct;
and Buyer shall have been furnished with the certificate of Seller dated the
Closing Date, certifying as to such truth, correctness and fulfillment.

         5.3   Litigation. No action or proceeding shall have been instituted or
threatened by third parties against Buyer or Seller to restrain or prohibit, or
to obtain damages in respect of, the transactions contemplated by this Agreement
if such action or proceeding in the reasonable opinion of Buyer makes it
inadvisable to consummate such transactions other than the action pending in the
44th Judicial District Court, Dallas, Texas, as No. 97-03623, which has never
been served on any defendant and is settled in all respects under the Settlement
Agreement.

         5.4   Changes. Buyer shall have, between the date of this Agreement and
the Closing, experienced no adverse change in its financial condition, assets,
liabilities or business, other than changes in the ordinary course of business,
none of which shall have been materially adverse.

         5.5   Delivery of Documents. Sellers shall have delivered to Buyer the
instruments and documents referred to in Section 1.5 hereof and any other
documents referred to elsewhere in this Agreement.



                                       12

<PAGE>   19



         5.6   Financing. Buyer's lenders shall have approved financing
arrangements on terms which are satisfactory to the Buyer and delivered all
funds to be provided under such arrangements.

         5.7   Waiver. Any of the foregoing conditions may be waived in writing
by Buyer.

         6.    CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS.

All obligations of the Seller under this Agreement to consummate the purchase
and sale of the Shares and the other transactions contemplated hereby are
subject to the fulfillment prior to or at the Closing of the following
conditions:

         6.1   Form Satisfactory to Seller's Counsel. All proceedings taken by
Buyer in connection with the transactions contemplated herein and all
instruments and documents required to be furnished by it in connection herewith
or incident hereto shall be reasonably satisfactory to Seller's counsel.

         6.2   Representations and Warranties; Compliance with Conditions. All
representations and warranties of Buyer contained in this Agreement or in any
certificate or document delivered pursuant hereto shall be deemed to have been
made again at the Closing and shall be true in all material respects as of the
Closing; and Buyer shall have performed and complied with all agreements and
conditions required by this Agreement to be performed or complied with by it
prior to or at the Closing;



                                       13

<PAGE>   20

and Seller shall have been furnished with certificates of appropriate officers
of Buyer dated the Closing Date, certifying to the fulfillment of the foregoing
conditions.

         6.3   Litigation. No action or proceeding shall have been instituted or
threatened by third parties against Buyer or the Seller to restrain or prohibit,
or to obtain damages in respect of, the transactions contemplated by this
Agreement if such action or proceeding in the reasonable opinion of the Seller
makes it inadvisable to consummate such transactions other than the action
pending in the 44th Judicial District Court, Dallas, Texas as No. 97-03623,
which has never been served on any defendant and is settled in all respects
under the Settlement Agreement.

         6.4   Delivery of Documents. Buyer shall have delivered to Seller the
payments, instruments and documents referred to in Section 1.6 hereof and any
other documents referred to elsewhere in this Agreement.

         6.5   Waiver. Any of the foregoing conditions may be waived in writing
by the Seller.

         7.    TERMINATION.

         7.1   This Agreement may be terminated at any time prior to the
Closing:

               (a) By mutual consent of Buyer and the Seller; or



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<PAGE>   21

               (b) At the option of Buyer upon the nonsatisfaction of any of the
conditions precedent set forth in Section 5 hereof, which in the reasonable
judgment of Buyer, cannot be corrected or cured on or prior to the Closing Date;
or

               (c) At the option of Seller upon the nonsatisfaction of any of
the conditions precedent set forth in Section 6 hereof, which in the reasonable
judgment of the Seller, cannot be corrected or cured on or prior to the Closing
Date.

         7.2   Either Buyer or Seller may, at its/his election, waive in writing
any of its/his rights to terminate this Agreement because of the failure to
satisfy the conditions set forth in Sections 5 or 6, and shall be deemed to have
waived such rights to terminate this Agreement upon consummation of the Closing.
No such waiver shall constitute a waiver of any other rights arising from the
non-fulfillment of any such condition or otherwise. In addition, the party
entitled to waive such rights or conditions may withhold payment or delivery of
other closing documents until, and may require performance or fulfillment of
such conditions or obligations by the breaching party. No party shall be liable
to any other party for any damages or expenses attributable to a termination
permitted by Sections 5 or 6, unless such termination results from the breach of
any of the terms of this Agreement.

         8.    OTHER AGREEMENTS.

         8.1   Election to Close Buyer's Tax Year. The parties hereto recognize
that the contemplated purchases of shares of the Buyer's capital stock pursuant
to this Agreement will, if all other requirements are satisfied, make available
the election



                                       15

<PAGE>   22

under Section 1377(a)(2) of the Internal Revenue Code. Accordingly, Buyer and
Seller agree that:

               (a) Buyer shall use its best efforts to obtain the necessary
consents of all holders of Buyer's capital stock during the 1997 taxable year to
such an election by the Buyer and take such other action as is appropriate to
make such an election effective; and

               (b) Seller agrees to and hereby does consent to such an election,
will obtain the consent of any other party having an interest in his shares as
required for such election, and will cooperate with Buyer in all other respects
in order to make such election effective.


         8.2   Approval of Related Financing. Seller acknowledges that he has
had full access to information and opportunity to become fully informed
concerning secured debt financing arrangements, which include the issuance of
warrants for capital stock of Buyer, between Buyer and certain lenders for the
purposes of Buyer's purchases of the Shares under this Agreement and Buyer's
purchase of shares of its capital stock under the Cochlan Group Purchase
Agreement and is in a position to make an informed decision with respect
thereto. Seller hereby consents to such transactions and agrees that Buyer may
take all actions which in the sole discretion of Buyer are considered necessary
or appropriate to carry out the intent of such transactions.



                                       16

<PAGE>   23



         8.3   Approval of BCSI Acquisition and Related Financing. Seller
acknowledges that he he has had full access to information and opportunity to
become fully informed concerning the terms and conditions and other information
related to the potential acquisition by Buyer of the assets of Bank Compensation
Strategies, Inc. ("BCSI") and the related secured debt financing arrangements
between Buyer and certain lenders for such purposes, and is in a position to
make an informed decision regarding such acquisition and financing transactions.
Seller hereby consents to the BCSI acquisition and related financing
transactions and, if requested, agrees to vote all of his shares of Buyer's
capital stock in favor of such transactions. Seller agrees that Buyer may take
all actions which in the sole discretion of Buyer are considered necessary or
appropriate to carry out the intent of such transactions.

         8.4   Rights to Profits or Future Distributions. Seller hereby
acknowledges that after the Closing he has no rights in any portion of accounts,
earnings, profits or other funds of, or distributions by, Buyer, including but
not limited to, any portion of the S Corporation "AAA" account attributable to
the Shares.

         8.5   S Corp. Termination. Seller acknowledges and agrees that Buyer's
S Corporation election and status under the Internal Revenue Code may be
terminated voluntarily or involuntarily and at any time and releases Buyer, the
holders of the warrants referred to in Paragraph 8.3, and the respective
directors, officers, employees, attorneys, and the respective successors and
assigns of each them from any claims arising out of or in connection with any
such termination.



                                       17

<PAGE>   24



         9.    ARBITRATION.

               Any dispute between the Buyer and Seller arising out of or
relating to this Agreement or the breach, termination or validity thereof, which
has not been resolved by agreement within 30 days after notice of the dispute is
given by either party to the other shall be exclusively determined by binding
arbitration in accordance with the then current Center for Public Resources
("CPR") Rules for Non-Administered Arbitration of Business Disputes by a sole
independent and impartial arbitrator selected pursuant to said Rules.

               The arbitration shall be governed by the United States
Arbitration Act, 9 U.S.C. ss.1-16, and judgment upon the award rendered by the
arbitrator may be entered by any court having jurisdiction thereof. The place of
arbitration shall be Dallas, Texas.

               The arbitrator is not empowered to award damages in excess of
compensatory damages and the costs of arbitration (including the arbitrator's
fees and expenses) to be apportioned among the parties as the arbitrator shall
determine.

         10.   SURVIVAL OF WARRANTIES, REPRESENTATIONS AND AGREEMENTS.

               All representations, warranties and agreements made by a party
herein or hereunder shall be deemed to be relied upon by the other party(ies)
and shall survive the Closing for a period of two (2) years from the Closing
Date and all



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<PAGE>   25

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 repre sentations made under this Agreement.

         11.   NOTICES.

         All notices, consents, requests, demands and other communications
hereunder shall be in writing and shall be deemed duly given as follows to any
party or parties (a) upon delivery to the address of the party or parties as
specified below if delivered in person or by courier or if sent by certified or
registered mail upon receipt (return receipt requested), or (b) upon dispatch if
transmitted by telecopy or other means of facsimile transmission, in any case to
the party or parties at the following addresses or telecopy numbers, as the case
may be:

         If to Buyer, to:

                  Clark/Bardes, Inc.
                  2121 San Jacinto Street
                  Suite 2200
                  Dallas, Texas  75201
                  Fax No.:  214-871-7690



                                       19

<PAGE>   26

         with a required copy to:

                  Stanley B. Block, Esq.
                  Vedder, Price, Kaufman & Kammholz
                  222 North LaSalle Street
                  Suite 2600
                  Chicago, Illinois  60601-1003
                  Fax No.:  312-609-5005


         If to Seller, to:

                  Henry J. Smith
                  2121 San Jacinto Street
                  Suite 2200
                  Dallas, Texas  75201
                  Fax No.:  214-871-7690

         with a required copy to:

                  Stephen Gleboff, Esq.
                  Hughes & Luce, L.L.P.
                  1717 Main Street, Suite 2800
                  Dallas, Texas  75201
                  Fax No.:  713-547-2300

or to such other address or telecopy number as any party may hereafter designate
by written notice in the aforesaid manner. Rejection or refusal to accept or
inability to



                                       20

<PAGE>   27

deliver because of changed address when no notice of changed
address was given, shall be deemed to be receipt.

         12.   ENTIRE AGREEMENT.

         This Agreement, including the exhibits hereto, contains the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements between the parties hereto concerning the
subject matter hereof.


         13.   AMENDMENTS.

         This Agreement may be amended by an instrument in writing made by the
parties to be bound thereby.

         14.   SPECIFIC PERFORMANCE.

         Seller acknowledges and agrees that the Shares are unique, that damages
for the failure of Seller to transfer the Shares pursuant to this Agreement
would be an inadequate remedy, and that Buyer shall be entitled to enforcement
by judgment for specific performance.

         15.   FURTHER ASSURANCES.

         From time to time after the Closing and without further consideration
from Buyer, Seller shall execute and deliver such other instruments of
conveyance and



                                       21

<PAGE>   28


transfer and such other documents, and take such other action, as Buyer may
reasonably request more effectively to convey, assign, transfer and deliver to,
and vest in, Buyer full and complete title to the Shares to put Buyer in
possession of all assets and property belonging to the Buyer or to the use or
occupancy of which it is entitled at the Closing and otherwise to carry out the
terms, provisions and intents of this Agreement.

         16.   REMEDIES CUMULATIVE; NO WAIVER; PERSONS LIABLE.

         All remedies of the parties provided for herein shall, to the extent
permitted by law, be deemed cumulative and not exclusive of any thereof or of
any other remedies available to the parties, by judicial proceedings or
otherwise, to enforce the performance or observance of the covenants and
agreements contained herein, and no delay or omission of a party to exercise any
right accruing upon any breach of the provisions hereof shall impair any such
right, or shall be construed to be a waiver of any such breach or an
acquiescence therein; and every remedy given herein or by law to any party
hereto may be exercised from time to time, and as often as shall be deemed
expedient, by such party.

         17.   COUNTERPARTS; CAPTIONS; PRONOUNS.

         This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which together shall constitute one
and the same instrument. The section and subsection headings contained in this
Agreement, refer ences to the schedules and the exhibits hereto are for
reference purposes only and shall



                                       22

<PAGE>   29

not affect in any way the meaning or interpretation of this Agreement. All
pronouns used herein shall be construed in the masculine, feminine or neuter and
in the singular or plural, all as the sense requires.

         18.   PARTIES IN INTEREST.

         This Agreement shall not be assignable by any party, shall be binding
upon the parties and their respective successors, heirs, and legal
representatives, as the case may be, and, except as otherwise expressly
provided, shall inure only to the benefit of the parties signatory to this
Agreement and their respective successors, heirs and legal representatives, as
the case may be; provided, however, that Buyer may assign its rights hereunder
after the Closing (including, but not limited to, any company that may acquire
all or substantially all of the assets or business of Buyer or with or into
which Buyer may be consolidated or merged).

         19.   APPLICABLE LAW.

         This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Texas, without giving effect to the
principles of conflicts of laws thereof.


                                       23

<PAGE>   30

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.



                                              /s/ HENRY J. SMITH
                                             -----------------------------------
                                             Henry J. Smith

                                             CLARK/BARDES, INC.


                                             By: [ILLEGIBLE]
                                                --------------------------------
                                             Its: CHAIRMAN OF THE BOARD
                                                 -------------------------------


                                       24
<PAGE>   31
                                PROMISSORY NOTE

         THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR UNDER ANY APPLICABLE STATE SECURITIES LAWS, AND CANNOT BE
TRANSFERRED EXCEPT PURSUANT TO REGISTRATION THEREUNDER OR AN EXEMPTION
THEREFROM, AS THE CASE MAY BE.

         THIS NOTE IS ISSUED PURSUANT TO THAT CERTAIN STOCK PURCHASE AGREEMENT
DESCRIBED BELOW.

                                   ----------

                                PROMISSORY NOTE

                        Final Maturity September 8, 1999

$337,042.00                                                    September 8, 1997
                                                                   Dallas, Texas

         Clark/Bardes, Inc., a Texas corporation (the "Maker" or the
"Company"), for value received, hereby promises to pay to the order of Henry J.
Smith or his successors or assigns ("Holder"), the principal amount of Three
Hundred and Thirty-Seven Thousand and Forty-Two Dollars ($337,042.00) and to
pay interest on the principal amount from time to time remaining unpaid hereon
at the rate of ten percent (10%) per annum, from the date hereof until
maturity, payable in twenty-four equal, consecutive installments in the amount
of Fifteen Thousand Five Hundred and Fifty-Two Dollars and Seventy-Eight Cents
($15,552.78) with the first such installment being due and payable on October
8, 1997 and with like successive installments being due and payable on the
eighth day of each calendar month occurring thereafter to and including
September 8, 1999, such installments to be applied first to all accrued and
unpaid interest due hereon and then to the outstanding principal balance
hereof.

         The Maker agrees to pay interest on any overdue installment of
principal and interest (to the extent legally enforceable) at the rate of
twelve percent (12%) per annum after the due date of such payment, whether by
acceleration or otherwise, until paid. Both the principal hereof and interest
hereon are payable to Holder in lawful money of the United States of America in
same day or immediately available funds to Holder's at such account or address
as provided from time to time in a written notice from Holder to Maker.

         This Note is one of a number of notes (the "Promissory Notes") issued
under and pursuant to the terms and provisions of stock purchase agreements
dated as of August 22, 1997 (the "Stock Purchase Agreements"), entered into by
Malcolm N.
<PAGE>   32
Briggs, Steven J. Cochlan, G. F. Pendleton, III, Don R. Teasley and Henry J.
Smith (individually, a "Seller" and collectively, the "Sellers").

         This Note may be prepaid in whole or in part, without penalty or
premium; provided, however, that (i) Maker shall pay contemporaneously
therewith all accrued and unpaid interest on the principal amount so prepaid,
and (ii) any such prepayment may only be made if, contemporaneously therewith,
Maker also makes a pro rata prepayment of the outstanding principal balance of
each of the other Promissory Notes in an amount equal to (x) the then
outstanding principal balance of such Promissory Note, multiplied by (y) the
quotient of the principal amount so prepaid under this Note divided by the
outstanding principal balance of this Note immediately before giving effect to
such principal prepayment. Within 90 days after the Closing (as defined in the
Stock Purchase Agreement), the Maker shall use its best efforts to offer up to
1,400,000 shares of capital stock of Maker at a price of $2.40 per share or
such other price as determined in the sole discretion of Maker and to such
third parties as are selected in the sole discretion of Maker, which may
include one or more present shareholders of Maker and may exclude each or any
of the Sellers; provided, however, that Maker shall pay to Holder 28.68% of the
net proceeds received from any such sale of its capital stock (after deducting
all applicable discounts, attorney and accountant fees and other transaction
costs) up to and including the remaining unpaid principal balance hereof, plus
all accrued but unpaid interest, as a mandatory prepayment.

         Maker hereby agrees to make all payments due on this Note without
reduction, offset or counterclaim. Without limiting the generality of the
foregoing, Maker hereby waives any right that it may have to a set-off or a
credit against the principal payable under this Note for any damages, costs,
expenses or losses incurred by the Maker as a result of a breach of any
representation, warranty or covenant of Holder or any other Seller pursuant to
the Stock Purchase Agreement.

SUBORDINATION OF NOTES

         A.      SUBORDINATION; RESTRICTIONS ON SUBORDINATED DEBTS. Anything in
this Note to the contrary notwithstanding the indebtedness evidenced by this
Note, including without limitation, principal, premium, if any, and interest
and any and all fees, expenses, indemnities and all other monies owing at any
time pursuant to or in connection with this Note (the "Subordinated Debt"),
shall be subordinate and junior to the extent set forth in subparagraphs (i)
through (iii), inclusive, below, to all Senior Debt.

         (i)     If a Default or an Event of Default shall occur, then, unless
and until such Default or Event of Default shall have been remedied by
indefeasible payment in full of all Senior Debt in cash or otherwise cured, or
expressly waived in writing by all affected holders of Senior Debt, the Company
shall not make and, upon receipt by the Holder of written notice from any
holder of Senior Debt, the holder of this Note shall not accept or


                                      -2-
<PAGE>   33
receive, any direct or indirect payment of or on account of any Subordinated
Debt;

         (ii)    In the event of any insolvency, bankruptcy, liquidation,
reorganization or other similar proceedings, or any receivership proceedings in
connection therewith, relative to the Company, and in the event of any
proceedings for voluntary liquidation, dissolution or other winding up of the
Company, whether or not involving insolvency or bankruptcy proceedings, then
all Senior Debt shall first be indefeasibly paid in full and in cash before any
payment is made of or on account of any Subordinated Debt;

         (iii)   In any of the proceedings referred to in subparagraph (ii)
above, any payment or distribution of any kind or character whether in cash,
property, stock or obligations, which may be payable or deliverable by the
Company in respect of this Note shall be paid or delivered directly to the
Holders of Senior Debt (or to a banking institution selected by the court or
person making the payment or delivery or designated by any Holder of Senior
Debt) for the ratable application in payment thereof in accordance with the
priorities then existing among such Holders, unless and until all Senior Debt
shall have been indefeasibly paid in full and in cash.

         (iv)    In the event of any of the proceedings referred to in
paragraph (ii) above, the Holder of this Note will, at the Required Holder(s)
request, file any claim, proof of claim or other instrument of similar
character necessary to enforce the obligation of the Company in respect of the
Subordinated Debt. In the event that the Holder of this Note should fail to
take such action requested by the Required Holder(s), the Required Holder(s)
may, as attorney-in-fact for the Holder of this Note, take such action on
behalf of the Holder of this Note, and the Holder of this Note hereby
irrevocably appoints the Required Holder(s) as attorney-in-fact for the Holder
of this Note to demand, sue for, collect and receive any and all such moneys,
dividends or other assets and give acquittance therefor and to file any claim,
proof of claim or other instrument of similar character and to take such other
proceedings in the Required Holder(s) own name(s) or in the name of the Holder
of this Note as the Required Holder(s) may deem necessary or advisable for the
enforcement of the terms contained in this Note; and the Holder of this Note
will execute and deliver to the Required Holder(s) such other and further
powers of attorney or other instruments as the Required Holder(s) may request
in order to accomplish the foregoing;

         (v)     If any payment or distribution of any character, whether in
cash, securities or other property, shall be received by the Holder of this
Note in contravention of any of the terms of this Note and before all the
Senior Debt shall have been indefeasibly paid in full and in cash, such payment
or distribution shall be received in trust for the benefit of the Holders of
the Senior Debt at the time outstanding and shall forthwith be paid over or


                                      -3-
<PAGE>   34
delivered and transferred to the Holders of the Senior Debt for the ratable
application in payment thereof in accordance with the priorities then existing
among such Holders.

         (vi)    The Holder of this Note will not commence any action or
proceeding, including, without limitation, an action to recover on a right of
set-off or similar right or remedy, against the Company to recover all or any
part of the Subordinated Debt or join with any creditor, unless the holders of
the Senior Debt shall also join, in bringing any proceedings against the
Company under any bankruptcy, reorganization, readjustment of debt, arrangement
of debt, receivership, liquidation or insolvency law or statute of the Federal
or any state government unless and until all Senior Debt shall be indefeasibly
paid in full and in cash; provided the Holder of this Note may commence any
action or proceeding that is necessary to preserve his rights or remedies under
this Note that would be lost upon the expiration of any applicable statute of
limitations.

         (vii)   Payment of the Subordinated Debt will not be secured by any
security interest or lien on any assets of, or by a guaranty from, any obligor
of the Senior Debt unless all Senior Debt has been indefeasibly paid in full
and in cash.

         (viii)  The amount, the rate of interest charged, or the time, place,
manner, terms or amount of principal or interest payments of this Note, may not
be increased or accelerated in any fashion, and, the principal owing with
respect to this Note may not be paid prior to the scheduled date of payment
thereof, without, in each instance, the prior express written consent of the
Required Holder(s) unless all Senior Debt has been indefeasibly paid in full
and in cash.

         B.      RIGHTS OF HOLDERS OF SENIOR DEBT. The subordination provisions
of this Note shall be deemed a continuing offer to all Holders of Senior Debt
to act in reliance on such provisions (but no such reliance shall be required
to be proven to receive the benefits hereof) and may be enforced by such
Holders, and no right of any present or future Holder of any Senior Debt to
enforce subordination as provided in this Note shall at any time in any way be
prejudiced or impaired by any act or failure to act on the part of the Company
or by any act or failure to act by any such Holder, or by any non-compliance by
the Company with the terms, provisions and covenants of this Note.

Without in any way limiting the generality of the foregoing, the Holders of
Senior Debt may, at any time and from time to time, without the consent of or
notice to the Holders of the Notes, and without impairing or releasing the
subordination provided in this Note or the obligations hereunder of the Holders
of the Notes to the Holders of Senior Debt, do any one or more of the
following: (i) change the manner, place or terms of payment or extend the time
of payment of, or renew or alter (but not


                                      -4-
<PAGE>   35
increase the principal amount), or waive defaults under Senior Debt, or
otherwise amend or supplement in any manner Senior Debt or any instrument
evidencing the same or any agreement under which Senior Debt is outstanding;
(ii) release any Person liable in any manner for the payment or collection of
Senior Debt; (iii) sell, exchange, release or otherwise deal with all or any
part of the property by whomsoever at any time pledged or mortgaged to secure,
or howsoever securing, Senior Debt; (iv) exercise or refrain from exercising
any rights against the Company and any other Person, including any guarantor or
surety; and (v) apply any sums, by whomsoever paid or however realized, to
Senior Debt.

         C.      DEFINITIONS.

         "DEFAULT" shall mean a Default as such term is defined either the
Senior Note Agreement, the SPSS Note Agreement, the Put Note Agreement, the
Working Capital Note Agreement or the Medium Term Notes.

         "EVENT OF DEFAULT" shall mean an Event of Default as such term is
defined either the Senior Note Agreement, the SPSS Note Agreement, the Put Note
Agreement, the Working Capital Note Agreement or the Medium Term Notes.

         "MEDIUM TERM NOTES" shall mean any and all MEDIUM TERM NOTES of the
Company issued pursuant that certain Asset Purchase Agreement dated as of
September 5, 1997 among the Company, Bank Compensation Strategies, Inc. and
certain individuals.

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

         "PUT RIGHTS AGREEMENT" shall mean that certain PUT RIGHTS AGREEMENT
dated of even date herewith (as the same may be amended, modified, supplemented
or restated from time to time) among the Company, Great-West Life Assurance
Company, AEGON USA Investment Management, Inc. and Nationwide Life insurance
Company; the term "PUT RIGHTS" shall mean any and all PUT RIGHTS of the Company
issued pursuant to the Put Note Agreement.

         "REQUIRED HOLDER(S)" shall mean the Holder or Holders of at least
50.1% of the aggregate principal amount of the Senior Debt from time to time
outstanding.

         "SENIOR DEBT" shall mean the following obligations for the payment of
which the company is responsible or liable as obligor, guarantor or otherwise
including, without limitation, principal, premium, if any, interest (including
interest

                                      -5-
<PAGE>   36
incurred after the filing of any of the proceedings referred to in paragraph
A(ii) above) and any and all fees, expenses, indemnities and all other monies
whether now owing or hereafter incurred in respect of (i) the Senior Notes or
the Senior Note Agreement, (ii) the SPSS Notes or the SPSS Note Agreement,
(iii) the Put Notes or the Put Note Agreement, (iv) the Working Capital Notes
or the Working Capital Note Agreement or (v) the Medium Term Notes, provided,
however, that notwithstanding anything contained herein to the contrary, Senior
Debt shall not include more than $3,000,000 aggregate principal amount of
Working Capital Notes and $5,700,000 aggregate principal amount of Medium Term
Notes, together with premium, if any, interest (including interest incurred
after the filing of any of the proceedings referred to in paragraph A(ii)
above) and any and all fees, expenses, indemnities and all other monies whether
now owing or hereafter incurred in respect of such Working Capital Notes or
Medium Term Notes.

         "SENIOR NOTE AGREEMENT" shall mean that certain NOTE AGREEMENT dated
of even date herewith (as the same may be amended, modified, supplemented or
restated from time to time) among the Company, Great-West Life Assurance
Company, AEGON USA Investment Management, Inc. and Nationwide Life Insurance
Company; the term "SENIOR NOTES" shall mean any and all SENIOR SECURED NOTES of
the Company issued pursuant to the Senior Note Agreement.

         "SPSS NOTE AND WARRANT PURCHASE AGREEMENT" shall mean that certain
NOTE AND WARRANT PURCHASE AGREEMENT dated of even date herewith (as the same
may be amended, modified, supplemented or restated from time to time) among the
Company, Great-West Life Assurance Company, AEGON USA Investment Management,
Inc. and Nationwide Life Insurance Company; the term "SPSS Notes" shall mean
any and all SECOND PRIORITY SENIOR SECURED PROMISSORY NOTES of the Company
issued pursuant to the SPSS Note and Warrant Purchase Agreement.

         "WORKING CAPITAL NOTE AGREEMENT" shall mean that certain agreement
regarding that certain revolving working capital facility which shall be
entered into by the Company with a working capital lender as determined by the
Maker within 180 days after the date hereof; the term "WORKING CAPITAL NOTES"
shall mean any and all WORKING CAPITAL NOTES of the Company issued pursuant to
the Working Capital Note Agreement.

         If payment hereunder becomes due and payable on a Saturday, Sunday, or
legal holiday under the laws of the State of Texas, the due date thereof shall
be extended to the next succeeding business day, and interest shall be payable
thereon during such extension at the rate specified herein.

         Regardless of any provision contained in this Note, Holder is not
entitled to contract for, charge, take, reserve, receive, or apply, as interest
on all or any part of the principal balance of this Note, any amount in excess
of the Maximum Rate, and, if Holder ever does so, then any excess shall be
treated as a partial prepayment of


                                      -6-
<PAGE>   37
principal and any remaining excess shall be refunded to Maker. In determining
if the interest paid or payable exceeds the Maximum Rate, Maker and Holder
shall, to the maximum extent permitted under applicable law, (a) characterize
any nonprincipal payment as an expense, fee, or premium rather than as
interest, (b) exclude voluntary prepayments and their effects, and (c)
amortize, prorate, allocate, and spread the total amount of interest throughout
the entire contemplated term of the Note. However, if the Note is paid in full
before the Maturity Date, and if the interest received for its actual period of
existence exceeds the Maximum Amount, Holder shall refund any excess (and
Holder may not, to the extent permitted by law, be subject to any penalties
provided by any laws for contracting for, charging, taking, reserving, or
receiving interest in excess of the Maximum Amount). For purposes of
determining the "Maximum Rate" or the "Maximum Amount," those terms mean the
"indicated rate ceiling" from time to time in effect under Article 5069-1.04,
Title 79, Revised Civil Status of Texas, as amended. As used herein, "Maximum
Amount" and "Maximum Rate" respectively mean, the maximum non-usurious amount
and the maximum non-usurious rate of interest that, under applicable law,
Holder is permitted to contract for, charge, take, reserve, or receive on the
indebtedness evidenced by this Note.

         No delay on the part of Holder or any other holder of this Note in the
exercise of any right, power or remedy shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or remedy preclude
other or further exercise thereof, or the exercise of any other right, power or
remedy. No amendment, modification or waiver of, or consent with respect to,
any provision of this Note shall in any event be effective unless the same
shall be in writing and signed and delivered by Holder or any subsequent holder
hereof.

         All parties hereto, whether as makers, endorsers, or otherwise,
severally waiver presentment for payment, demand, protest, and notice of
dishonor.

         In addition to and not in limitation of the foregoing, the undersigned
further agrees, subject only to any limitation imposed by applicable law, that
should the indebtedness represented by this Note or any part thereof be
collected at law or in equity or in bankruptcy, receivership or other court
proceedings, or this Note be placed in the hands of attorneys for collection,
the undersigned agrees to pay, in addition to the principal and interest due
and payable hereon, all expenses, including reasonable attorneys' fees and
legal expenses, incurred by the holder of this Note in endeavoring to collect
any amounts payable hereunder which are not paid when due.

         The undersigned agrees that if default shall be made in the payment
when due of any principal of or interest on this Note, then the entire
principal balance hereof and the interest accrued hereon may be declared to be
immediately forthwith due and payable by the holder hereof, and any
indebtedness of Holder or any other holder of this Note to Maker may be offset
and applied hereon and the holder of this Note shall be entitled to exercise
any other remedies available at law, in equity or otherwise.


                                      -7-
<PAGE>   38
         This Note has been delivered at and shall be deemed to have been made
at Dallas, Texas and shall be interpreted and the rights and liabilities of the
parties hereto determined in accordance with the internal laws (as opposed to
conflicts of law provisions) and decisions of the State of Texas. Whenever
possible each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provisions of this Note
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of
this Note.

                                       CLARK/BARDES, INC., a Texas corporation


                                       By: /s/ MELVIN TODD                      
                                           -------------------------------------
                                       Its: President and CEO                   
                                            ------------------------------------


                                      -8-
<PAGE>   39
                                     Smith
                             Amortization Schedule
                                        
    
Principal      337,042.00                      Computed Pymnt    15,552.78
Rate                  10%                      Total to Pay     373,266.72
Term (Mos.)            24


<TABLE>
<CAPTION>
                                                                                                              Total
                          Total               Principal           Interest            Unpaid                  Unpaid
      Month              Payment               Payment            Payment            Principal                Balance
-----------------    ----------------     -----------------    --------------     ------------------     ------------------
<S>                  <C>                  <C>                  <C>                <C>                    <C>
Beginning Balance                                                                    337,042.00             373,266.72

        1               15,552.78             12,744.10           2,808.68           324,297.90             357,713.94
        2               15,552.78             12,850.30           2,702.48           311,447.60             342,161.16
        3               15,552.78             12,957.38           2,595.40           298,490.22             326,608.38
        4               15,552.78             13,065.36           2,487.42           285,424.86             311,055.60
        5               15,552.78             13,174.24           2,378.54           272,250.62             295,502.82
        6               15,552.78             13,284.02           2,268.76           258,966.60             279,950.04
        7               15,552.78             13,394.72           2,158.06           245,571.88             264,397.26
        8               15,552.78             13,506.35           2,046.43           232,065.53             248,844.48
        9               15,552.78             13,618.90           1,933.88           218,446.63             233,291.70
       10               15,552.78             13,732.39           1,820.39           204,714.24             217,738.92
       11               15,552.78             13,846.83           1,705.95           190,867.41             202,186.14
       12               15,552.78             13,962.22           1,590.56           176,905.19             186,633.36
       13               15,552.78             14,078.57           1,474.21           162,826.62             171,080.58
       14               15,552.78             14,195.89           1,356.89           148,630.73             155,527.80
       15               15,552.78             14,314.19           1,238.59           134,316.54             139,975.02
       16               15,552.78             14,433.48           1,119.30           119,883.06             124,422.24
       17               15,552.78             14,553.75             999.03           105,329.31             108,869.46
       18               15,552.78             14,675.04             877.74            90,654.27              93,316.68
       19               15,552.78             14,797.33             755.45            75,856.94              77,763.90
       20               15,552.78             14,920.64             632.14            60,936.30              62,211.12
       21               15,552.78             15,044.98             507.80            45,891.32              46,658.34
       22               15,552.78             15,170.35             382.43            30,720.97              31,105.56
       23               15,552.78             15,296.77             256.01            15,424.20              15,552.78
       24               15,552.78             15,424.24             128.54                -0.04                   0.00
</TABLE>    




                                     Page 1
<PAGE>   40

                                 SMITH/WAMBERG
                             CANCELLATION AGREEMENT

         AGREEMENT entered into as of August 22, 1997 between Henry J. Smith
("Smith") and W. T. Wamberg ("Wamberg").

         I.      RECITALS

         A.      On April 23, 1997, Smith purchased from Wamberg 755,253 shares
of Common Stock of Clark/Bardes, Inc.  ("CBI"), and on April 25, 1997 Smith
purchased from Wamberg an additional 313,980 shares of Common Stock of CBI,
being a total of 1,069,233 shares, each at a price of $2.40 per share, paid
with promissory notes (together the "Wamberg Share Purchases").

         B.      Smith has agreed to relinquish his right to purchase, and
Wamberg has agreed to relinquish his right to receive payment under or with
respect to the Wamberg Share Purchases.

         II.     AGREEMENT

         A.      Smith agrees to, and does hereby, relinquish his right to
purchase all shares of CBI under or with respect to the Wamberg Share
Purchases. Smith warrants and represents to Wamberg that he has good title and
full right and power to transfer all of such shares free and clear of any lien,
claim or encumbrances.

         B.      Wamberg agrees to, and does hereby, relinquish his right to
payment under or with respect to the Wamberg Share Purchases.

         C.      A closing shall be held at the office of Clark/Bardes, Inc.
2121 San Jacinto Street, Suite 2200, Dallas, TX on August 29, 1997, commencing
at 11:00 A.M., or such other time and place as the parties may agree, at which:
<PAGE>   41
                 (1).     Smith will deliver to Wamberg certificates
         representing all shares purchased under or with respect to the Wamberg
         Share Purchases, duly endorsed, or accompanied by separate stock
         powers duly endorsed, by Seller and his spouse, free and clear of all
         liens, claims or encumbrances.

                 (2).     Wamberg will deliver to Smith the promissory notes
         which were delivered to Wamberg under or with respect to the Wamberg
         Share Purchases, marked canceled.

         IN WITNESS WHEREOF, the parties have duly executed this Agreement as
of the date first above written.

         /s/ HENRY J. SMITH                        /s/ W. T. WAMBERG
         ------------------                        -----------------
         HENRY J. SMITH                            W. T. WAMBERG
<PAGE>   42
                               NOVATION AGREEMENT


         THIS AGREEMENT dated as of August 22, 1997 is made by and among Henry
J. Smith ("Seller"), W. T. Wamberg ("Wamberg"), Mel G. Todd ("Todd"), Frank
Kelly ("Kelly"), George V. Blaha, Jr. ("Blaha"), William Chatfield
("Chatfield") and Bennett Meyer ("Meyer") (Todd, Kelly, Blaha, Chatfield and
Meyer are collectively referred to herein as "Additional Buyers").

WHEREAS, Seller, Wamberg and Additional Buyers have entered into that certain
Stock Purchase Agreement dated as of February 28, 1997 (the "Old Smith Purchase
Agreement") pursuant to which Seller sold to Wamberg 541,667 shares  (the
"Wamberg Purchase") of common stock of Clark\Bardes, Inc., a Texas corporation
(the "Company"), and pursuant to which Seller intended to sell to Wamberg and
Additional Buyers 1,297,018 shares of common stock of the Company in amounts
listed on Schedule A to the Old Smith Purchase Agreement (the "Group
Purchase");

         WHEREAS, the Wamberg Purchase was completed pursuant to the terms of
the Old Smith Purchase Agreement and the Group Purchase was never completed and
all rights and obligations related to the Group Purchase remain unfulfilled;

         WHEREAS, Seller and the Company entered into that certain Stock
Purchase Agreement dated as of August 22, 1997 (the "New Smith Purchase
Agreement") pursuant to which the Company shall purchase 1,404,305 shares of
stock in the Company from Seller; and

         WHEREAS, Seller, Wamberg, and Additional Buyers have agreed to
terminate the Old Purchase Agreement, effective as of the date hereof and
replace such agreement with the New Smith Purchase Agreement.

         NOW THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the payments herein provided for and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

         1.      Novation. Seller, Wamberg and Additional Buyers hereby agree
that the Old Smith Purchase Agreement is terminated and shall be considered
null and void as it relates to the Group Purchase which was not consummated and
will not be consummated in the form described in the Old Smith Purchase
Agreement. The rights and obligations of Seller, Wamberg and Additional Buyers
as they relate to the Group Purchase are of no further force and effect and the
parties shall have no further rights or obligations related thereto. Seller,
Wamberg and Additional Buyers hereby agree that the Old Smith Purchase
Agreement is replaced with the New Smith Purchase Agreement as it relates to
the Group Purchase. Any proxies executed and



                                       1
<PAGE>   43
delivered in accordance with the Old Smith Purchase Agreement shall be deemed
terminated and of no further effect.

         2.      Entire Agreement. This Agreement contains the entire
understanding of the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements between the parties hereto concerning the
subject matter hereof.

         3.      Applicability to Parties. This Agreement shall be binding upon
each party hereto effective upon such party executing the Agreement.

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

         5.      Applicable Law. This Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Texas,
without giving effect to the principles of conflicts of laws thereof.

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the date first above written.

                                               /s/ HENRY J. SMITH
                                               ---------------------------------
                                               Henry J. Smith


                                               /s/ W. T. WAMBERG
                                               ---------------------------------
                                               W. T. Wamberg

                                               
                                               /s/ MEL G. TODD
                                               ---------------------------------
                                               Mel G. Todd

                                               

                                               ---------------------------------
                                               Frank Kelly

                                               

                                               ---------------------------------
                                               George V. Blaha, Jr.
                                               

                                               /s/ WILLIAM CHATFIELD
                                               ---------------------------------
                                               William Chatfield
                                               

                                               /s/ BENNETT MEYER
                                               ---------------------------------
                                               Bennett Meyer




                                       2
<PAGE>   44
CLARK/BARDES, INC.
FEIN
FORM 1120S

YEAR ENDED DECEMBER 31, 1997


    ELECTION TO CLOSE BOOKS UPON TERMINATION BY S CORPORATION SHAREHOLDER

  Clark/Bardes, Inc. with the consent of all its shareholders during the taxable
  year ending December 31, 1997, elects under IRC Section 1377(a)(2) and
  Treasury Regulation Section 1.1377-1(b) to have the rules under IRC Section
  1377(a)(1) prorating S corporation items, apply as if the taxable year
  consisted of the following taxable years:

<TABLE>
<CAPTION>
                                                                                     Percent
                 Period Covered                    Stockholder                        Owned
         -----------------------------            --------------                  ------------
         <S>                                       <C>                             <C>
         Year #1  1/01/97 -   /  /97              Henry J. Smith
         Year #2   /  /97 - 12/31/97              Henry J. Smith
</TABLE>

  This election is made with the consent of the corporation and all its
  shareholders and with respect to the termination of the interest of Henry J.
  Smith, who terminated his interest in the corporation on
  _______________________, 1997. The manner of the termination was the
  redemption by Clark/Bardes, Inc. of all shares owned by the stockholder.

  Under penalties of perjury, I declare that I have examined this election and
  to the best of my knowledge and belief, it is true, correct and complete.

                                             Clark/Bardes, Inc.
  ----------------------
  Date                                       By
                                               ---------------------------------
                                                      (Name, Title)

                             CONSENT OF SHAREHOLDER

  The undersigned shareholder owning stock during the taxable year ending
  December 31, 1997, consents to the above election by the corporation under
  IRC Section 1377(a)(2) and Treasury Regulation Section 1.1377-1(b) to have
  the rules of IRC Section 1377(a)(l) apply as if the taxable year consisted of
  two taxable years.

        9-4-97                               /s/ HENRY J. SMITH
  ----------------------                     -----------------------------------
  Date                                       Henry J. Smith
                                             SSN 525443665
                                                 ---------