CLARK/BARDES HOLDINGS INC S-1

S-1

FORM S-1

EX-2.2

LETTER OF INTENT DATED 5/29/98

EX-2.3

ASSET PURCHASE AGREEMENT DATED 9/5/97

EX-3.1

CERTIFICATE OF INCORPORATION OF CBH

EX-3.2

BYLAWS OF CBH

EX-10.1

STOCK OPTION AGREEMENT

EX-10.2

ADMINISTRATION AND SERVICES AGREEMENT

EX-10.3

ADMINISTRATION AND SERVICES AGREEMENT

EX-10.4

ADMINISTRATIVE AND SERVICES AGREEMENT

EX-10.5

PRINCIPAL OFFICE AGREEMENT

EX-10.6

BUY-SELL AGREEMENT

EX-10.7

NOTE AND WARRANT PURCHASE AGREEMENT

EX-10.8

NOTE AGREEMENT

EX-10.9

FORM OF COMMON STOCK PURCHASE WARRANT

EX-10.10

FORM OF 11.OO% SECURED PRIORITY SR SECURED NOTE

EX-10.11

FORM OF 10.50% SR SECURED NOTE

EX-10.12

CONVERTIBLE SUBORDINATED NOTE

EX-10.13

MEDIUM TERM NOTE

EX-10.14

STOCK PURCHASE AGREEMENT

EX-10.15

STOCK PURCHASE AGREEMENT

EX-10.16

LEASE AGREEMENT

EX-10.17

LEASE AGREEMENT

EX-10.18

LETTER OF AGREEMENT

EX-10.19

LETTER OF AGREEMENT TO PURCHASE WARRANTS

EX-10.20

LETTER OF AGREEMENT TO PURCHASE WARRANTS

EX-16

LETTER RE: CHANGE IN CERTIFYING ACCOUNTANT

EX-23.1

CONSENT OF ERNST & YOUNG LLP

EX-23.2

CONSENT OF LAN GORMAN TRUBITT, L.L.P.

EX-23.3

CONSENT OF MCGLADREY & PULLEN, LLP

EX-27

FINANCIAL DATA SCHEDULE