Employment Letter of Cfo

CLARK CONSULTING LETTERHEAD]


August 29, 2003


Jeffrey W. Lemajeur [Home address intentionally omitted]


Dear Jeff:


We are pleased to offer you the position of Corporate Controller and Chief Accounting and Financial Officer with both Clark Consulting Inc. and Clark, Inc., reporting to the Chief Operating Officer of Clark, Inc. This letter will summarize the offer of employment.


COMPENSATION - ------------


Your bi-weekly salary will be $6,730.76. The position is full-time, and exempt from overtime. In addition, you may be eligible to receive an annual bonus of up to 75% of your base salary. The bonus amount is based upon company financial performance and is in no way guaranteed. The bonus amount, if awarded, will be prorated based on salary earned during each calendar year. Actual bonus payments are typically made in March of the year following the year in which the bonus is earned. You must be an active employee of Clark Consulting at the time of the bonus payment to receive such payment.


You will receive a stock option grant to purchase 10,000 shares of the Common Stock of Clark, Inc. at an exercise price per share equal to the fair market value of such common stock on the date of the grant subject to final approval by the Company's Board of Directors. The date of the grant will be a date determined by the Company's Board of Directors. This grant shall be made under Clark, Inc.'s 1998 Stock Option Plan or a substantially equivalent stock option plan which will be an Incentive Stock Option (ISO) Plan. Twenty percent (20%) of these options will be vested on the one year anniversary of the date of grant with the remaining 80% vesting ratably over th ...