Limited Liability Company Agreement of Clark Benson, LLC


    
      
        EXHIBIT
          10.1

         

        [EXECUTION
          COPY]

         

         

         

         

         

         

         

         

         

        LIMITED
          LIABILITY COMPANY AGREEMENT

         

         

        OF

         

        CLARK
          BENSON, LLC

         

         

        Dated
          as of January 26, 2006

         

         

         

         

         

         

         

         

        THE
          UNITS OF LIMITED LIABILITY COMPANY INTEREST CREATED HEREBY HAVE NOT BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES ACT,
          AND
          MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED
          UNDER APPLICABLE SECURITIES LAWS. THE SALE, TRANSFER (OTHER THAN A PERMITTED
          TRANSFER), PLEDGE OR HYPOTHECATION OF ANY OF THESE UNITS OF LIMITED LIABILITY
          COMPANY INTERESTS REQUIRES THE CONSENT OF THE MANAGER.

         

        


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        TABLE
          OF
          CONTENTS

         

        Page

        

          
            	
                    ARTICLE I

                     

                  	
                    DEFINITIONS

                     

                  	
                    1

                     

                  
	
                    1.01

                     

                  	
                    Definitions

                     

                  	
                    1

                     

                  
	
                     

                    ARTICLE II

                     

                  	
                     

                    GENERAL
                      PROVISIONS

                     

                  	
                     

                    1

                     

                  
	
                    2.01

                  	
                    Organization
                      of the Company

                  	
                    1

                  
	
                    2.02

                  	
                    Name
                      of the Company

                  	
                    1

                  
	
                    2.03

                  	
                    Business
                      of the Company

                  	
                    1

                  
	
                    2.04

                  	
                    Place
                      of Business of the Company; Registered Agent

                  	
                    2

                  
	
                    2.05

                  	
                    Duration
                      of the Company

                  	
                    2

                  
	
                    2.06

                  	
                    Scope
                      of Members’ Authority

                  	
                    2

                  
	
                    2.07

                  	
                    Title
                      to Company Property

                  	
                    2

                  
	
                    2.08

                  	
                    Members’
                      Names and Addresses

                  	
                    2

                  
	
                    2.09

                     

                  	
                    Additional
                      Members

                     

                  	
                    2

                     

                  
	
                     

                    ARTICLE III

                     

                  	
                     

                    DISTRIBUTIONS

                     

                  	
                     

                    3

                     

                  
	
                    3.01

                  	
                    Distributions

                  	
                    3

                  
	
                    3.02

                  	
                    Non-Cash
                      Distributions

                  	
                    3

                  
	
                    3.03

                     

                  	
                    Amounts
                      Withheld

                     

                  	
                    3

                     

                  
	
                     

                    ARTICLE IV

                     

                  	
                     

                    CAPITAL
                      CONTRIBUTIONS, PROFITS AND LOSSES, WORKING CAPITAL AND ACQUISITION
                      LOANS

                     

                  	
                     

                    4

                     

                  
	
                    4.01

                  	
                    Capital
                      Contributions

                  	
                    4

                  
	
                    4.02

                  	
                    Capital
                      Accounts

                  	
                    4

                  
	
                    4.03

                  	
                    Allocations
                      of Income, Gain, Loss, and Deduction

                  	
                    4

                  
	
                    4.04

                  	
                    Special
                      Allocations

                  	
                    5

                  
	
                    4.05

                  	
                    Allocations
                      and Distributions Upon Change of Interest

                  	
                    5

                  
	
                    4.06

                  	
                    Separately
                      Stated Items

                  	
                    5

                  
	
                    4.07

                     

                  	
                    Working
                      Capital and Acquisition Loans

                     

                  	
                    5

                     

                  
	
                     

                    ARTICLE V

                     

                  	
                     

                    MANAGEMENT

                     

                  	
                     

                    7

                     

                  
	
                    5.01

                  	
                    General

                  	
                    7

                  
	
                    5.02

                  	
                    Certain
                      Powers of the Principals

                  	
                    8

                  
	
                    5.03

                  	
                    Election
                      and Tenure

                  	
                    9

                  
	
                    5.04

                  	
                    Officers

                  	
                    9

                  
	
                    5.05

                  	
                    Liability
                      for Certain Acts

                  	
                    9

                  
	
                    5.06

                  	
                    Manager
                      Has No Exclusive Duty to Company

                  	
                    10

                  
	
                    5.07

                  	
                    Indemnification

                  	
                    10

                  
	
                    5.08

                     

                  	
                    Certain
                      Expenses

                     

                  	
                    10

                     

                  
	
                     

                    ARTICLE VI

                     

                  	
                     

                    RIGHTS
                      AND OBLIGATIONS OF MEMBERS

                     

                  	
                     

                    10

                     

                  
	
                    6.01

                  	
                    Limitation
                      of Liability

                  	
                    10

                  
	
                    6.02

                  	
                    Company
                      Debt Liability

                  	
                    10

                  
	
                    6.03

                  	
                    List
                      of Members

                  	
                    10

                  


          

        

         

        
          
            
            

          

          
            i

            
              

            

          

          
            
            

          

        

         

        
          TABLE
            OF CONTENTS

          (continued)

           

          Page

        

        
          

            
              	
                      6.04

                    	
                      Company
                        Books

                    	
                      10

                    
	
                      6.05

                       

                    	
                      Priority
                        and Return of Capital

                       

                    	
                      11

                       

                    
	
                       

                      ARTICLE VII

                       

                    	
                       

                      BOOKS,
                        RECORDS AND BANK ACCOUNTS

                       

                    	
                       

                      11

                       

                    
	
                      7.01

                    	
                      Tax
                        and Financial Matters

                    	
                      11

                    
	
                      7.02

                    	
                      Books
                        and Records

                    	
                      11

                    
	
                      7.03

                    	
                      Accounting
                        Basis and Fiscal Year

                    	
                      11

                    
	
                      7.04

                    	
                      Reports

                    	
                      11

                    
	
                      7.05

                       

                    	
                      Bank
                        Accounts

                       

                    	
                      12

                       

                    
	
                       

                      ARTICLE VIII

                       

                    	
                       

                      TRANSFERABILITY
                        OF UNITS

                       

                    	
                       

                      12

                       

                    
	
                      8.01

                    	
                      General

                    	
                      12

                    
	
                      8.02

                    	
                      Assignment

                    	
                      12

                    
	
                      8.03

                    	
                      Rights
                        of First Refusal on Voluntary Transfers

                    	
                      12

                    
	
                      8.04

                    	
                      Transfers
                        by Operation of Law

                    	
                      14

                    
	
                      8.05

                    	
                      Put
                        Right of Winsor; Call Right of the Company; Change of Control
                        Purchase

                    	
                      14

                    
	
                      8.06

                    	
                      Take
                        Along Right

                    	
                      17

                    
	
                      8.07

                       

                    	
                      Tag
                        Along Right

                       

                    	
                      17

                       

                    
	
                       

                      ARTICLE IX

                       

                    	
                       

                      CERTIFICATES

                       

                    	
                       

                      18

                       

                    
	
                      9.01

                       

                    	
                      Certificates;
                        Legends

                       

                    	
                      18

                       

                    
	
                       

                      ARTICLE X

                       

                    	
                       

                      DISSOLUTION
                        AND TERMINATION; NO CONVERSION

                       

                    	
                       

                      19

                       

                    
	
                      10.01

                    	
                      Events
                        of Dissolution

                    	
                      19

                    
	
                      10.02

                    	
                      Distributions
                        Upon Liquidation

                    	
                      19

                    
	
                      10.03

                       

                    	
                      No
                        Conversion of Company

                       

                    	
                      19

                       

                    
	
                       

                      ARTICLE XI

                       

                    	
                       

                      REPRESENTATIONS,
                        AGREEMENTS AND COVENANTS BY THE MEMBERS

                       

                    	
                       

                      20

                       

                    
	
                      11.01

                    	
                      Investment
                        Intent

                    	
                      20

                    
	
                      11.02

                    	
                      Securities
                        Regulation

                    	
                      20

                    
	
                      11.03

                    	
                      Binding
                        Agreement

                    	
                      20

                    
	
                      11.04

                    	
                      Tax
                        Position

                    	
                      20

                    
	
                      11.05

                    	
                      Attorney’s
                        Review

                    	
                      21

                    
	
                      11.06

                    	
                      Non-Disclosure

                    	
                      21

                    
	
                      11.07

                    	
                      Public
                        Company

                    	
                      21

                    
	
                      11.08

                    	
                      Special
                        Covenants Relating to Winsor

                    	
                      21

                    
	
                      11.09

                    	
                      Bank
                        Guarantee and Security

                    	
                      21

                    
	
                       

                      ARTICLE XII

                       

                    	
                       

                      MISCELLANEOUS

                       

                    	
                       

                      22

                       

                    
	
                      12.01

                    	
                      Notices

                    	
                      22

                    
	
                      12.02

                    	
                      Successors
                        and Assigns

                    	
                      22

                    
	
                      12.03

                    	
                      Amendments

                    	
                      22

                    


            

          

        

         

        
          
            
            

          

          
            ii

            
              

            

          

          
            
            

          

        

         

        
          
            TABLE
              OF CONTENTS

            (continued)

             

            Page


          

           

        

        
          	
                  12.04

                	
                  Partition

                	
                  22

                
	
                  12.05

                	
                  No
                    Waiver

                	
                  23

                
	
                  12.06

                	
                  Exhibits

                	
                  23

                
	
                  12.07

                	
                  Entire
                    Agreement

                	
                  23

                
	
                  12.08

                	
                  Captions

                	
                  23

                
	
                  12.09

                	
                  Counterparts

                	
                  23

                
	
                  12.10

                	
                  Applicable
                    Law

                	
                  23

                
	
                  12.11

                	
                  Gender,
                    Etc

                	
                  23

                
	
                  12.12

                	
                  Equitable
                    Remedies

                	
                  23

                
	
                  12.13

                	
                  Arbitration

                	
                  23

                
	
                  12.14

                   

                	
                  Creditors

                   

                	
                  24

                   

                


        

        


         

        
          
            
            

          

          
            iii

            
              

            

          

          
            
            

          

        

         

        LIMITED
          LIABILITY COMPANY AGREEMENT

         

        OF

         

        CLARK
          BENSON, LLC

         

        THIS
          LIMITED LIABILITY COMPANY AGREEMENT
          of
CLARK
          BENSON, LLC,
          a
          limited liability company organized pursuant to the Act (the “Company”), is
          entered into as of January 26, 2006 (the “Effective Date”), by and among the
          Company and the Persons set forth on Schedule A,
          as
          amended from time to time (each, a “Member” and collectively, the
“Members”).

         

        PRELIMINARY
          STATEMENT

         

        WHEREAS,
          the
          Company was formed as a Delaware limited liability company pursuant to
          a
          Certificate of Formation filed with the Secretary of State of the State
          of
          Delaware on October 26, 2005;

         

        WHEREAS,
          the
          Members desire to provide, inter alia, for the operation of the Company,
          and, in
          general, to set out fully the rights and obligations of the Members, the
          Manager, the Principals and officers of the Company.

         

        ARTICLE I

         

        DEFINITIONS

         

        1.01 Definitions.
          The defined terms used in this Agreement
          shall have the meanings specified in Schedule B
          hereto.

         

        ARTICLE II

         

        GENERAL
          PROVISIONS

         

        2.01 Organization
          of the Company. The parties hereto hereby
          acknowledge that the limited liability company has been organized pursuant
          to
          the provisions of the Act. Except as expressly provided herein, the rights
          and
          obligations of the Members and the administration and termination of the
          Company
          shall be governed by the Act. The Manager shall take all actions necessary
          to
          assure the prompt filing of any documents or instruments necessary or
          appropriate to effectuate the provisions of this Agreement and the conduct
          of
          the operations of the Company as contemplated hereby.

         

        2.02 Name
          of the Company. The name of the Company shall be
          Clark Benson, LLC or such other name as the Manager may from time to time
          determine upon Consent of the Members. The Manager shall cause to be filed
          on
          behalf of the Company such limited liability company, assumed or fictitious
          name
          or foreign qualification certificate or certificates as may from time to
          time be
          required by law.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        2.03 Business
          of the Company.

         

        (a) The
          business of the Company shall be (i) to build a business to capture a share
          of financial planning, estate planning, employee benefits and wealth management
          services market through acquisitions and/or affiliated models; provided,
          however, that to the extent that a transaction within the scope of
          (i) could also be within the scope of one or more of Clark, Inc.’s
          operating divisions, the CEO of Clark, Inc. will determine wherein the
          transaction will occur and the Board will determine if the transaction
          will
          occur, and (ii) to pursue and engage in other related and unrelated
          business opportunities as they may arise as agreed to by the Principals
          with the
          consent of the Clark, Inc. Board of Directors. For these purposes, if an
          acquisition is originated and developed by the Company, there shall be
          a
          rebuttable presumption that the opportunity should be pursued through the
          Company rather than another operating division of Clark, Inc.

         

        (b) The
          Company shall be a limited liability company solely for the purposes set
          forth
          in this Section 2.03. Except as provided in this Agreement, the Company
          shall not engage in any other activity or business.

         

        2.04 Place
          of Business of the Company; Registered Agent. The
          principal place of business of the Company shall be located at 102 South
          Wynstone Park Drive, North Barrington, IL 60010. The Principals may, at
          any time
          and from time to time, change the location of the Company’s principal place of
          business. The registered agent for service of process for the Company in
          the
          State shall be Corporation Trust Center, 1209 Orange Street, Wilmington,
          New Castle County, Delaware 18901.

         

        2.05 Duration
          of the Company. The Company shall have perpetual
          existence unless sooner terminated in accordance with Article X
          hereof.

         

        2.06 Scope
          of Members’ Authority. Except as expressly provided
          for in this Agreement, no Member shall have any authority to act for, hold
          himself or itself out as the agent of, or assume any obligation or
          responsibility on behalf of, any other Member or the Company.

         

        2.07 Title
          to Company Property. All property owned by the
          Company, whether real or personal, tangible or intangible, shall be deemed
          to be
          owned by the Company as an entity, and no Member, individually, shall have
          any
          ownership of such property. The Company may hold any of its assets in its
          own
          name or in the name of its nominee, which nominee may be one or more
          individuals, partnerships, trusts or other entities.

         

        2.08 Members’
Names
          and Addresses. The names and addresses of
          the Members are as set forth on Schedule A.

         

        2.09 Additional
          Members. The Company shall not admit any
          additional Members except pursuant to Article VIII.

         

        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

           

        

        ARTICLE III

         

        DISTRIBUTIONS

         

        3.01 Distributions.

         

        (a) First,
          within sixty (60) days following the end of each Fiscal Year (or if later,
          the
          date the audited financial statements of the Company are completed, but
          in no
          event later than seventy-five (75) days following the end of each Fiscal
          Year),
          the Company shall pay in cash a Winsor Distribution to Winsor with respect
          to
          the just completed Fiscal Year; provided, however, that the payment of
          such
          Winsor Distribution shall be accelerated in the event that Winsor ceases
          to be a
          Member of the Company, and shall be made within sixty (60) days following
          the
          date in which Winsor ceases to be a Member in an amount determined based
          on the
          number of days during which Winsor was a Member of the Company during such
          Fiscal Year.

         

        (b) Next,
          on
          or about the time of the Winsor Distribution, the Company shall pay in
          cash the
          Clark Distribution.

         

        (c) Distributions
          made in connection with a Capital Transaction shall be distributed in accordance
          with Section 10.02(b) on or about the time of the Winsor
          Distribution.

         

        (d) In
          the
          event that the Company does not have the funds available to make any
          distributions provided in this Section 3.01, Clark hereby agrees to loan
          such
          funds to the Company in order to enable the Company to timely and fully
          make all
          such distributions.

         

        3.02 Non-Cash
          Distributions. If any non-cash assets of the
          Company shall be distributed in kind, such assets shall be distributed
          on the
          basis of the then fair market value thereof as determined by the
          Company.

         

        3.03 Amounts
          Withheld. All amounts withheld pursuant to the
          Code or any provisions of any state, local or foreign tax law with respect
          to
          any payment, distribution or allocation to the Members shall be treated
          as
          amounts paid or distributed, as the case may be, to the Members with respect
          to
          which such amount was withheld pursuant to this Section 3.03 for all
          purposes under this Agreement. The Company is authorized to withhold from
          payments and distributions, or with respect to allocations to the Members,
          and
          pay over to any federal, state and local government or any foreign government,
          any amounts required to be so withheld pursuant to the Code or any provisions
          of
          any other federal, state or local law or any foreign law, and shall allocate
          any
          such amounts to the Members with respect to which such amount was
          withheld.

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        ARTICLE IV

         

        CAPITAL
          CONTRIBUTIONS, PROFITS AND LOSSES,

        WORKING
          CAPITAL AND ACQUISITION LOANS

         

        4.01
Capital
          Contributions.

         

        (a) Each
          Member has made a Capital Contribution in the amount set forth in Schedule A
          hereto
          as of the date hereof.

         

        (b) No
          interest shall accrue on any contributions to the capital of the Company,
          and no
          Member shall have the right to withdraw or to be repaid any capital contributed
          by him or it or to receive any other payment in respect of his or its interest
          in the Company (including, without limitation, upon withdrawal from the
          Company), except as specifically provided in this Agreement.

         

        4.02 Capital
          Accounts. A single Capital Account shall be
          established and maintained for each Member in accordance with Treasury
          Regulations Section 1.704-1(b)(2)(iv). The Capital Account of each Member
          shall be initially as set forth on Schedule A
          hereto
          and (i) shall be increased by the amount of any additional capital
          contributions and allocations to the Member of items of Book income and
          gain,
          (ii) shall be decreased by the amount of distributions to the Member under
          this Agreement and allocations to the Member of items of Book loss and
          deduction, and (iii) shall otherwise be appropriately adjusted in
          accordance with Treasury Regulations
          Section 1.704-1(b)(2)(iv).

         

        4.03 Allocations
          of Income, Gain, Loss, and
          Deduction.

         

        (a) Items
          Not Arising from a Capital Transaction. For each Fiscal Year, items of
          Book income, gain, loss, or deduction, other than such items arising from
          a
          Capital Transaction, shall be allocated among the Members as
          follows:

         

        (i) To
          Winsor, items of Book income and gain so that, immediately after giving
          effect
          to such allocation, Winsor’s Capital Account balance (determined without regard
          to the amount of Winsor’s Capital Contribution) will equal, as nearly as
          possible, the Winsor Distribution with respect to such Fiscal Year (and
          payable,
          unless accelerated under Section 3.01(a), in the following Fiscal Year),
          plus any unpaid Winsor Distributions with respect to prior Fiscal
          Years.

         

        (ii) To
          Clark,
          all other such items of Book income, gain, loss, or deduction.

         

        (b) Items
          Arising from a Capital Transaction. Items of Book income, gain, loss,
          or deduction arising from a Capital Transaction shall be allocated among
          the
          Members as follows:

         

        (i) To
          Winsor, items of Book income and gain so that, immediately after giving
          effect
          to such allocation, Winsor’s Capital Account balance (determined 

         

        
          
            
            

          

          
            4

            
              

            

          

          
            
            

          

        

         

        without
          regard to the amount of Winsor’s Capital Contribution) will equal, as nearly as
          possible, twenty-five percent (25%) of the Net Capital Transaction
          Proceeds.

         

        (ii) To
          Clark,
          all other such items of Book income, gain, loss, or deduction.

         

        4.04 Special
          Allocations.

         

        (a) Special
          Allocations under Code Section 704(b). The provisions of the
          Treasury Regulations promulgated under Code Section 704(b) relating to
          qualified income offset, minimum gain chargeback, minimum gain chargeback
          with
          respect to partner nonrecourse debt, allocations of nonrecourse deductions,
          allocations with respect to partner nonrecourse debt, and limitations on
          allocations of Losses relating to a partner’s adjusted capital account deficit
          are hereby incorporated by reference and shall be applied to the allocation
          of
          income, gain, loss, and deduction in the manner provided in such Treasury
          Regulations.

         

        (b) Special
          Allocations under Code Section 704(c). In accordance with Code
          Section 704(c) and the Treasury Regulations thereunder, income, gain, loss,
          and deduction for federal tax purposes shall take into account any variation
          between the adjusted federal income tax basis of Company property and the
          Book
          value of such property for purposes of maintaining Capital
          Accounts.

         

        4.05
Allocations
          and Distributions Upon Change of
          Interest.
          If a
          Member disposes of its entire interest in the Company (whether by sale
          or
          exchange or liquidation by the Company), the Company’s Fiscal Year will close
          with respect to such Member and allocations and distributions to such Member
          for
          the Fiscal Year of the disposition shall be based on an interim closing
          of the
          books as of the date of final disposition. In the event that a Member’s interest
          in the Company changes, but the Member does not dispose of its entire interest
          in the Company, allocations for the Fiscal Year of the change shall take
          into
          account the varying interests of the Members in the Company in a manner
          consistent with Code Section 706. For this purpose, unless otherwise agreed
          to by the Members: (i) items of income, gain, loss, or deduction arising
          from the sale or other disposition of assets of the Company (other than
          de
          minimis assets or dispositions in the ordinary course of the Company’s business)
          shall be allocated among the Members based upon an interim closing of the
          books
          as of the date of disposition; and (ii) items of income, gain, loss, or
          deduction in all other cases shall be prorated items and shall be assigned
          equally to each day in the fiscal quarter in which such change in interest
          occurs and allocated based on the Members’ respective interests in the Company
          on each day in such fiscal quarter.

         

        4.06 Separately
          Stated Items. Allocations of items of income,
          gain, loss, or deduction shall consist of a pro rata portion of the Company’s
          items of income, gain, loss, or deduction required to be separately stated
          under
          Code Section 702(a).

         

        4.07 Working
          Capital and Acquisition Loans. The
          operations of the Company will be financed by Clark as follows:

         

        
          
            
            

          

          
            5

            
              

            

          

          
            
            

          

        

         

        (a) Clark
          shall make the following working capital loans to the Company, subject
          to the
          terms set forth below:

         

        (i) During
          such time as Benson is employed by the Company as its President and Chief
          Executive Officer, Clark shall make a loan or loans to the Company during
          each
          Fiscal Year (which loan amounts will be appropriately prorated for partial
          Fiscal Years) in such annual aggregate amount equal to such amount as is
          necessary for the Company to satisfy its obligations under the Benson Employment
          Agreement, including without limitation, $1,000,000 plus the amount equal
          to the
          amount of the Company’s portion of payroll taxes with respect thereto assessable
          during such Fiscal Year (each such loan, a “Compensation Loan”) to be applied
          for the payment of Benson’s annual salary plus the Company’s portion of payroll
          taxes. Each Compensation Loan shall be made to the Company no less frequently
          than in equal quarterly installments at the beginning of each quarter during
          each Fiscal Year.

         

        (ii) Prior
          to
          the commencement of each Fiscal Year the Principals will jointly submit
          to the
          Clark Board of Directors (the “Clark Board”) the Operating Budget for the next
          immediate Fiscal Year, which shall identify, among other things, the amount
          of
          the Estimated Operating Expenses. Upon approval of the applicable Operating
          Budget by the Clark Board, which approval shall be in the Clark Board’s
          discretion (to be exercised in good faith), Clark shall make a loan or
          loans to
          the Company from time to time as may be necessary to fund the approved
          Operating
          Budget, to make the distributions as provided in Section 3.01(a) when due,
          and to repay the Compensation Loan and any working capital loans made during
          such Fiscal Year not otherwise repaid when due (such Compensation Loan
          and the
          loan made pursuant to this clause (ii) referred to herein collectively as
          the “Working Capital Loans”).

         

        (iii) Working
          Capital Loans shall accrue interest on an annual, non-compounded basis
          at the
          Applicable Federal Rate. Interest on Working Capital Loans shall be payable
          annually except to the extent there is an Operational Shortfall. Working
          Capital
          Loans made during any Fiscal Year shall be due on December 31 of such
          Fiscal Year provided that the Company has operating income that is equal
          to or
          greater than operating expenses. To the extent that operating income is
          less
          than operating expenses (including Required Interest) for the applicable
          Fiscal
          Year (the “Operational Shortfall”) the Working Capital Loans for such Fiscal
          Year to the extent of the Operational Shortfall automatically will be extended
          and shall be payable in conjunction with a Capital Transaction.

         

        (b) Clark
          shall make the following acquisition loans to the Company, subject to the
          terms
          set forth below:

         

        (i) Prior
          to
          the commencement of each Fiscal Year, the Principals jointly shall present
          to
          the Clark Board an acquisition budget estimating the aggregate acquisitions
          contemplated for such year. From time to time during each Fiscal Year,
          the
          Principals shall jointly submit to the Clark Board a request for loans
          to
          finance the acquisition of businesses or
          to
          otherwise give effect to the purposes of the Company
          (collectively, the “Acquisition Loans”). Such loan requests shall specify the
          business to 

         

        
          
            
            

          

          
            6

            
              

            

          

          
            
            

          

        

         

        be
          acquired or with which the Company will be affiliated and such financial
          information as may be reasonably required to enable the Clark Board to
          exercise
          its judgment to fund the Acquisition Loan. The granting of an Acquisition
          Loan
          also shall be subject to the approval of the Bank, if and when required.
          Subject
          to the approval of the relevant acquisition as well as the relevant Acquisition
          Loan by the Clark Board, which approval shall be in the discretion of the
          Clark
          Board (to be exercised in good faith), Clark shall fund the amount of the
          requested Acquisition Loans upon the closing(s) of the applicable acquisitions
          for which such Acquisition Loans were requested. In the event that securities
          of
          Clark, Inc. are provided in connection with any such acquisitions, the
          market
          value of such securities as of the date of the closing of the relevant
          acquisition shall be included as part of the principal amount of the applicable
          Acquisition Loan and shall be treated as an Acquisition Loan for all purposes
          of
          this Agreement.

         

        (ii) Acquisition
          Loans shall accrue interest on an annual basis, non-compounded, at a fluctuating
          rate which causes the amount of interest accruing on the Acquisition Loans
          plus
          the amount of interest accruing on the Working Capital Loans, when added
          together, to equal the amount of interest that would have been generated
          on the
          Acquisition Loans if they were accruing interest at the Cost of Capital.
          Interest on Acquisition Loans shall be payable annually.

         

        (iii) Acquisition
          Loans shall be due as follows: (a) in the case of a sale of an Acquisition
          Company in a transaction which is not a Capital Transaction, the Acquisition
          Loan (including all accrued and unpaid interest thereto) attributable to
          such
          Acquisition Company shall be due and payable upon the closing of the sale
          of
          such Acquisition Company, (b) in the case of a Capital Transaction, the
          Acquisition Loans (including all accrued and unpaid interest thereto) shall
          be
          paid as set forth in Section 10.02(a), and (c) in
          the
          case of a Capital Transaction in which the acquirer assumes the Company’s debt,
          the Acquisition Loans shall be refinanced by the acquirer or otherwise
          and
          repaid prior to the closing of such Capital Transaction.
          For
          purposes of clarification, Exhibit A
          sets
          forth hypothetical examples of the method of calculation of the interest
          accruing on Acquisition Loans.

         

        ARTICLE V

         

        MANAGEMENT

         

        5.01 General.
          Except as provided in this Agreement, the
          overall management and control of the business and affairs of the Company
          will
          be vested in the Manager who may delegate the day to day management and
          control
          of the business and affairs of the Company to such officers and other employees
          or agents as the Manager may deem necessary or advisable as and to the
          extent
          provided in this Article V and in the Benson Employment Agreement. Subject
          to the provisions of this Agreement, including without limitation, any
          provisions which require the joint determination, approval or action of
          the
          Principals, the Manager shall have the full and complete authority, power
          and
          discretion to manage and control the business, affairs, and properties
          of the
          Company, to make all decisions regarding those matters and to perform any
          and
          all other acts or activities customary or incident to the management of
          the
          Company’s business, 

         

        
          
            
            

          

          
            7

            
              

            

          

          
            
            

          

        

         

        and
          the
          Principals and the Members shall have only the consent rights specifically
          provided in this Agreement or, if and to the extent not specified herein,
          the
          Act.

         

        5.02 Certain
          Powers of the Principals. Notwithstanding the
          provisions of Section 5.01 or anything herein to the contrary, the
          Principals, acting jointly, shall have power and authority, on behalf of
          the
          Company:

         

        (a) to
          borrow
          money for the Company, including from Clark;

         

        (b) subject
          to making the payments required pursuant to Section 3.01(a), to prepay in
          whole or in part, refinance, modify or extend any deed of trust, mortgage
          or
          other indebtedness of the Company (including without limitation, any Working
          Capital Loans or Acquisition Loans), and execute any documentation in connection
          therewith;

         

        (c) to
          appoint individuals to act as officers of the Company and delegate to such
          individuals such authority to act on behalf of the Company and such duties
          and
          functions as the Principals shall determine and to pay reasonable compensation
          for such officers’ services;

         

        (d) to
          acquire from any Person by purchase, lease or otherwise, any real or personal
          property which may be necessary, convenient or incidental to the accomplishment
          of the purposes of the Company;

         

        (e) to
          enter
          into, perform and carry out contracts of any kind necessary to, in connection
          with or incidental to, the accomplishment of the purposes of the Company,
          which
          contracts may extend beyond the term of the Company;

         

        (f) to
          employ
          or engage Persons (including any Member or an Affiliate of any Member,
          subject
          to the joint approval of the Principals) for the operation, maintenance,
          marketing and financing of the Company and to pay reasonable compensation
          for
          such services;

         

        (g) to
          cause
          to be paid any and all taxes, charges and assessments that may be levied,
          assessed or imposed upon any assets of the Company;

         

        (h) to
          purchase liability and other insurance to protect the Company’s property and
          business;

         

        (i) to
          invest
          any Company funds temporarily (by way of example but not limitation) in
          time
          deposits, short-term governmental obligations, commercial paper, or other
          investments;

         

        (j) to
          sell
          or otherwise dispose of any part of the assets of the Company in the normal
          course of business;

         

        (k) to
          employ
          accountants, legal counsel, managing agents or other experts to perform
          services
          for the Company and to compensate them from Company funds;

         

        (l) subject
          to the foregoing provisions, to execute on behalf of the Company all instruments
          and documents, including, without limitation: checks; drafts; notes and
          other


         

        
          
            
            

          

          
            8

            
              

            

          

          
            
            

          

        

         

        negotiable
          instruments; bills of sale; leases; and any other instruments or documents
          necessary, in the opinion of the Principals to the business of the Company;
          and

         

        (m) to
          engage
          in such other activities and incur such other expenses as may be reasonably
          necessary, advisable or appropriate for the furtherance of the Company’s
          purposes so long as such activities may be lawfully carried on or performed
          by
          the Company under the terms of this Agreement and by a limited liability
          company
          under the Act, and to execute, acknowledge and deliver any and all instruments
          necessary to implement the foregoing.

         

        5.03 Election
          and Tenure. The Manager of the Company shall be
          (a) the person from time to time acting as the CEO of Clark, Inc. or (b)
          such other person as may from time to time be designated by the Clark Board
          with
          the consent of Winsor if Winsor is a Member at such time. The Manager initially
          shall be Thomas Wamberg, the current chief executive officer of Clark,
          Inc.

         

        5.04 Officers.

         

        (a) Tenure
          and Qualifications. The Company shall have as its officers a President
          and chief executive officer, who initially shall be Benson and who shall
          serve
          in such capacity subject to the terms and conditions of the Benson Employment
          Agreement. The Company may have other officers, including a Treasurer,
          a
          Secretary and such other officers as the Principals may jointly determine
          and
          appoint. No officer need be a Member and two or more offices may be held
          by any
          Person. Each officer shall hold office until his successor is elected or
          appointed or qualified, or until he dies, resigns, is removed or becomes
          disqualified. The compensation payable by the Company to officers shall
          be
          determined by the Principals jointly.

         

        (b) Resignation,
          Removal and Vacancies. Any officer may resign by giving written notice
          of his resignation to the Manager and such resignation shall become effective
          at
          the time specified therein. Any officer may be removed with or without
          cause by
          the Principals acting jointly. Notwithstanding this provision, resignation
          or
          removal in the case of Benson will be governed by the Benson Employment
          Agreement.

         

        5.05 Liability
          for Certain Acts. The Manager, the Principals
          and officers of the Company shall perform their managerial duties in good
          faith,
          in a manner they reasonably believe to be in the best interests of the
          Company,
          and with such care as an ordinarily prudent person in a like position would
          use
          under similar circumstances. A Manager, Principal or officer of the Company
          who
          so performs his managerial duties shall not have any liability by reason
          of
          having performed such duties. No Manager, Principal or officer of the Company,
          in any way, guarantees the return of any Member’s Capital Contributions or a
          profit for the Members from the operations of the Company. No Manager,
          Principal
          or officer shall be liable to the Company or to any Member for any loss
          or
          damage sustained by the Company or any Member, unless the loss or damage
          shall
          have been the result of fraud, deceit, gross negligence, willful misconduct,
          or
          a wrongful taking by such Manager or officer.

         

        5.06 Manager
          Has No Exclusive Duty to Company. The Manager
          shall not be required to manage the Company as his sole and exclusive function
          and he may have other business interests and may engage in other activities
          in
          addition to those relating to the 

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

        

         

        Company.
          Neither the Company nor any Member shall have any right, by virtue of this
          Agreement, to share or participate in such other investments or activities
          of
          the Manager or to the income or proceeds derived therefrom. The Manager
          shall
          not incur any liability to the Company or to any of the Members as a result
          of
          engaging in any other business or venture.

         

        5.07 Indemnification.
To
          the
          maximum extent permitted under Delaware law, the Company shall indemnify,
          hold
          harmless, defend and advance expenses to the Members, the Manager, the
          Principals and officers for all costs, losses, liabilities and damages,
          including, without limitation, reasonable attorneys’ fees, paid or accrued by
          such Members, the Manager, the Principals and officers in connection with
          the
          management of the business of the Company. The Company shall indemnify
          and
          advance expenses to employees and other agents who are not Members, Managers,
          Principals or officers to the fullest extent permitted by law, provided
          that
          such indemnification and advancement of expenses in any given situation
          are
          reasonable and necessary and are approved or ratified by the Principals.
          The
          Company will secure standard Employment Practices Liability Insurance and
          Director and Officer Liability Insurance covering the officers of the Company.
          The insurance shall be in amounts and scope of coverage that are commercially
          reasonable and customary and at least equal to the amounts and scope of
          coverage provided for the officers and directors of Clark, Inc. and Clark.
          The Director and Officer coverage shall include at least Side A and Side
          B
          coverage.

         

        5.08 Certain
          Expenses. All reasonable and necessary expenses
          incurred by the Principals and officers in connection with the Company’s
          business shall be paid by the Company or reimbursed to the Principals and
          officers by the Company. Any such expenses shall be paid prior to any
          distributions to the Members.

         

        ARTICLE VI

         

        RIGHTS
          AND OBLIGATIONS OF MEMBERS

         

        6.01 Limitation
          of Liability. Each Member’s liability shall be
          limited as set forth in this Agreement, the Act, and other applicable
          law.

         

        6.02 Company
          Debt Liability. Except as required pursuant to
          the Act, a Member will not be personally liable for any debts or losses
          of the
          Company beyond the Member’s Capital Contribution.

         

        6.03 List
          of Members. Upon written request of any Member, the
          Company shall provide a list showing the names, addresses, and Unit holdings
          of
          all Members.

         

        6.04 Company
          Books. In accordance with Section 7.02
          below, the Principals shall maintain and preserve, during the term of the
          Company, and for five (5) years thereafter, all accounts, books, and other
          relevant Company documents. Upon reasonable request, each Member shall
          have the
          right, during ordinary business hours, to inspect and copy those Company
          documents at the requesting Member’s expense.

         

        6.05 Priority
          and Return of Capital. Except as may be
          expressly provided in Section 3.01, no Member shall have priority over any
          other Member, either for the return of Capital Contributions or
          distributions.

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

           

        

        ARTICLE VII

         

        BOOKS,
          RECORDS AND BANK ACCOUNTS

         

        7.01 Tax
          and Financial Matters.

         

        (a) Subject
          to the terms of this Agreement, the Manager shall be responsible for preparing
          or causing to be prepared all tax and accounting records for the Company.
          The
          Manager shall appoint the Accountants to be engaged by the Company. The
          cost of
          preparing the Company’s tax return shall be paid by the Company as a Company
          expense.

         

        (b) Clark
          shall be the tax matters partner within the meaning of Code
          Section 6231(a)(7).

         

        (c) The
          Company may, with the written consent of each Member, make or change material
          tax elections or consents (and shall do so if required by the Code, Treasury
          Regulations, or corresponding provisions of state, local, or foreign law),
          including but not limited to elections relating to accounting periods or
          methods, the election described in Code Section 754, elections of
          allocation methods relating to property to which Code Section 704(c)
          applies, and revaluations of Company property under Treasury Regulations
          Section 1.704-1(b)(2)(iv)(f). Any Capital Account adjustments resulting
          from such elections or consents (e.g., adjustments under Treasury Regulations
          Section 1.704-1(b)(2)(iv)(f) or (m)) shall be made so as to preserve the
          economic arrangement of the Members as otherwise described herein.

         

        7.02 Books
          and Records. The Manager shall keep just and true
          books of account with respect to the operations of the Company. Such books
          shall
          be maintained at the principal place of business of the Company, or at
          such
          other place as the Manager shall determine, and all Members, and their
          duly
          authorized representatives, shall at all reasonable times have access to
          such
          books.

         

        7.03 Accounting
          Basis and Fiscal Year. The books of account of
          the Company shall be kept on the accrual basis of accounting, or on such
          other
          method of accounting as the Members may from time to time determine. The
          Fiscal
          Year of the Company shall be (i) the calendar year or (ii) in the
          event the Code requires otherwise, then such other fiscal year or shorter
          period
          as is required by the Code.

         

        7.04 Reports.

        (a) Annual
          Reports. Within one hundred twenty (120) days after the end of each
          year, the Manager shall cause to be prepared and shall deliver to each
          Member, a
          financial report of the Company, including a balance sheet, a profit and
          loss
          statement and, if such profit and loss statement is not prepared on a cash
          basis, a cash flow or source and application of funds statement, which
          shall be
          prepared on the tax basis of accounting.

         

        (b) Tax
          Information. Within ninety (90) days after the end of each fiscal year,
          the Company shall furnish to each Member such information as may be needed
          to
          enable 

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

        

         

        such
          Member to file his or its Federal income tax return, any required state
          income
          tax return and any other reporting or filing requirements imposed by any
          governmental agency or authority.

         

        (c) Expenses.
          All Company accounting costs and the cost of all reporting required under
          this
          Section 7.04 shall be paid by the Company as a Company
          expense.

         

        7.05 Bank
          Accounts. The Manager shall be responsible for
          causing one or more accounts to be maintained in a bank (or banks) which
          is a
          member of the F.D.I.C., which accounts shall be used for the payment of
          the
          expenditures incurred by the Company in connection with the business of
          the
          Company, and in which shall be deposited any and all cash receipts. All
          such
          amounts shall be and remain the property of the Company, and shall be received,
          held and disbursed by the Company for the purposes specified in this Agreement.
          There shall not be deposited in any of said accounts any funds other than
          funds
          belonging to the Company, and no other funds shall in any way be commingled
          with
          such funds.

         

        ARTICLE VIII

         

        TRANSFERABILITY
          OF UNITS

         

        8.01 General.
          No Member may sell, transfer, assign, pledge,
          encumber or otherwise dispose of all or any part of its interest in the
          Company,
          whether voluntarily, involuntarily or by operation of law (the doing of
          any of
          the foregoing, to “Assign” or to make an “Assignment”), except in accordance
          with this Agreement. Any Assignment in contravention of any of the terms
          of this
          Agreement shall be null and void and ineffective to transfer any interest
          in the
          Company, and shall not bind or be recognized by or on the books of the
          Company,
          and any transferee or assignee in such transaction shall not be treated
          as or be
          deemed to be a Member for any purpose.

         

        8.02 Assignment.
          Except as otherwise provided in this
          Article VIII, (a) no Member may Assign all or any part of his Units
          without the Written Consent of the Manager, which consent may be given
          or
          withheld in the Manager’s sole discretion and (b) Clark may not Assign all
          or any part of its Units to an Affiliate without the Written Consent of
          Winsor,
          if Winsor is a Member at the time of such Assignment. Any Member who shall
          have
          properly assigned his Units in accordance with the terms of this
          Article VIII shall cease to be a Member of the Company, except for the
          purpose of determining the allocations under Article IV to its authorized
          assignee, and shall no longer have any of the rights or privileges of a
          Member.

         

        8.03 Rights
          of First Refusal on Voluntary
          Transfers.

         

        (a)
          Right of First Refusal of the Company. Except
          with respect to an Assignment of its Units by Clark pursuant to a Change
          of
          Control transaction as described in Section 8.05(c), any Member who intends
          to sell, assign, transfer or otherwise voluntarily alienate or dispose
          of any
          Units (the “Selling Member”) to a bona fide
          third
          party shall, prior to any such transfer, (i) first, satisfy the conditions
          set forth in Section 8.02 hereof, applicable to Assignments and
          (ii) second, give written notice (the “Selling Member’s Notice”) of such
          intention to the Company. The Selling Member’s Notice shall include the name of
          the proposed transferee, the proposed purchase price per Unit, the terms
          of
          payment of such purchase price 

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

        

         

        and
          all
          other matters relating to such sale and shall be accompanied by a copy
          of a
          binding written agreement of the proposed transferee to purchase such Units
          from
          the Selling Member. The Selling Member’s Notice shall constitute a binding offer
          by the Selling Member to sell to the Company or its designee such number
          of
          Units (the “Offered Units”) then owned by the Selling Member as are proposed to
          be sold in the Selling Member’s Notice at the monetary price per Unit designated
          in the Selling Member’s Notice, payable as provided in Section 8.03(c)
          hereof. Not later than thirty (30) days after receipt of the Selling Member’s
          Notice, the Company shall deliver written notice (the “Company’s Notice”) to the
          Selling Member stating whether the Company has accepted the offer stated
          in the
          Selling Member’s Notice. The Company may only accept the offer of the Selling
          Member in whole and may not accept such offer in part. If the Company accepts
          the offer of the Selling Member, the Company’s Notice shall fix a time, location
          and date for the closing of such purchase, which date shall be not less
          than ten
          (10) nor more than thirty (30) days after delivery of the Company’s
          Notice.

         

        (b) Right
          of First Refusal of Other Member. If the Company fails to accept the
          offer stated in the Selling Member’s Notice within the thirty (30) day period
          provided in Section 8.03(a), then the Member other than the Selling Member
          (the “Buying Member”) shall have the right to purchase the Offered Units, at the
          monetary price per Unit designated in the Selling Member’s Notice, payable as
          provided in Section 8.03(c). Not later than thirty (30) days after the
          expiration of the thirty (30) day period described in Section 8.03(a), the
          Buying Member shall deliver to the Selling Member a written notice (the
“Buying
          Member’s Notice”) stating whether the Buying Member has accepted the offer
          stated in the Selling Member’s Notice. The Buying Member may only accept the
          offer of the Selling Member in whole and may not accept such offer in part.
          If
          the Buying Member accepts the offer of the Selling Member, the Buying Member’s
          Notice shall fix a time, location and date for the closing of such purchase,
          which date shall be not less than ten (10) nor more than thirty (30) days
          after
          delivery of the Buying Member’s Notice.

         

        (c) Closing.
          The place for the closing of any purchase and sale described in
          Section 8.03(a) or Section 8.03(b) shall be the principal office of
          the Company or at such other place as the parties shall agree. At the closing,
          the Selling Member shall accept payment on the terms offered by the proposed
          transferee named in the Selling Member’s Notice; provided, however, that the
          Company and the Buying Member shall not be required to meet any non-monetary
          terms of the proposed transfer, including, without limitation, delivery
          of other
          securities in exchange for the Units proposed to be sold. At the closing,
          the
          Selling Member shall deliver to the Company or the Buying Member, as the
          case
          may be, in exchange for Units purchased and sold at the closing, certificates
          for the number of Units stated in the Selling Member’s Notice, accompanied by
          duly executed instruments of transfer.

         

        (d) Transfers
          to Third Parties. If the Company and the Buying Member fail to accept
          the offer stated in the Selling Member’s Notice, then the Selling Member shall
          be free to sell all, but not less than all, of the Offered Units to the
          designated transferee at a price and on terms no less favorable to the
          Selling
          Member than described in the Selling Member’s Notice; provided, however, that
          such sale is consummated within ninety (90) days after the later of the
          giving
          of the Selling Member’s Notice to the Company and, if applicable, to the Buying
          Member. As a condition precedent to the effectiveness of a transfer pursuant
          to
          this Section (d), the proposed transferee(s) shall agree in writing prior
          to such transfer to become a party to this 

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        Agreement
          and shall thereafter be permitted to transfer Units only in accordance
          with this
          Agreement. Notwithstanding the foregoing, any such sale shall be subject
          to all
          of the provisions of Article VIII, including, without limitation, the
          provisions of Section 8.07.

         

        8.04 Transfers
          by Operation of Law.
          In the
          event that Winsor (i) files a voluntary petition under any bankruptcy or
          insolvency law or a petition for the appointment of a receiver or makes
          an
          assignment for the benefit of creditors, (ii) is subjected involuntarily to
          such a petition or assignment or to an attachment or other legal or equitable
          interest with respect to its Units and such involuntary petition or assignment
          or attachment is not discharged within thirty (30) days after its date,
          or
          (iii) is subject to a transfer of its Units by operation of law, the
          Company or its assignee shall have the right to elect to purchase all of
          the
          Units which are then owned by Winsor at a purchase price for all of the
          Units of
          Winsor equal to the Put Formula Value. Failure of the Company to elect
          to
          purchase the Units under this Section 8.04 shall not affect its right to
          purchase the same Units under Section 8.03 in the event of a proposed sale,
          assignment, transfer or other disposition by or to any receiver, petitioner,
          assignee, transferee or other person obtaining an interest in the
          Units.

         

        8.05 Put
          Right of Winsor; Call Right of the Company; Change of Control
          Purchase.

         

        (a) (i) Winsor
          shall have the right at any time after any of the following events to require
          the Company to purchase all of the Units owned by Winsor (the “Put
          Right”):

         

        (A) the
          death
          of Benson,

         

        (B) the
          Permanent Disability of Benson, or

         

        (C) the
          termination of Benson’s employment with the Company for any reason.

         

        In
          the
          event that Winsor desires to exercise the Put Right, it shall so notify
          the
          Company by written notice thereof (the “Put Notice”).

         

        (ii) The
          Company shall have the right at any time after any of the following events
          to
          require Winsor to sell to the Company all of the Units owned by Winsor
          (the
“Call Right”):

         

        (A) the
          death
          of Benson,

         

        (B) the
          Permanent Disability of Benson,

         

        (C) the
          termination of Benson’s employment with the Company other than as provided in
          clause (D) below, or

         

        (D) the
          termination of Benson’s employment with the Company without Cause or pursuant to
          a constructive termination under the Benson Employment Agreement.

         

        In
          the
          event that the Company desires to exercise the Call Right, it shall so
          notify
          Winsor by 

         

        
          
            
            

          

          
            14

            
              

            

          

          
            
            

          

        

         

        written
          notice thereof (the “Call
          Notice”).

         

        (iii) The
          Closing in connection with the Put Notice or the Call Notice, as the case
          may be
          (the “Put/Call Closing”), shall take place no later than 180 days after receipt
          by either party of the Put Notice or the Call Notice, as applicable, from
          the
          other party. At the Put/Call Closing, the Company shall purchase, and Winsor
          shall sell, all of the Units held by Winsor. In the event of the exercise
          of the
          Put Right, the purchase price for all of the Units held by Winsor shall
          be equal
          to the Put Formula Value and shall be payable in cash at the Put/Call Closing.
          In the event of the exercise of the Call Right, the purchase price for
          all of
          the Units held by Winsor shall be equal to the Call Formula Value and shall
          be
          payable in cash at the Put/Call Closing. During
          the period extending from the date of the Put Notice or the Call Notice,
          as the
          case may be, through the date of the Company’s purchase of the Units held by
          Winsor, the purchase price shall accrue interest at a rate equal to that
          rate of
          interest being charged to Clark, Inc. and its operating divisions by the
          Bank.
          For purposes of clarification, Exhibit B
          sets
          forth hypothetical examples of the method of calculation of the Put Formula
          Value and the Call Formula Value.

         

        (b) Notwithstanding
          anything herein to the contrary, at any time on or after the Effective
          Date of
          the Agreement, the Company (other than upon the occurrence of events sets
          forth
          in Section 8.05(a)) shall be deemed to have a Call Right which it may
          exercise by a Call Notice. Not later than thirty (30) days after receipt
          by
          Winsor of the Call Notice, the Company shall purchase, and Winsor shall
          sell,
          all of the Units held by Winsor at a purchase price for such Units equal
          to Call
          Formula Value.

         

        (c) (i) In
          the
          event of a Change of Control transaction with respect to Clark, Clark,
          Inc.
          and/or any of their respective Affiliates other than the Company (collectively,
          the “Clark Entities”), Clark shall be obligated to purchase all of the Units of
          Winsor (the “Change of Control Purchase”) at a purchase price equal to
          twenty-five percent (25%) of the Company’s Appraised Value; provided, however,
          that with respect to the Change of Control Purchase hereunder, Winsor shall
          not
          receive less than (i) $2,500,000, if the Change of Control is consummated
          at any time on or prior to December 31, 2007 or (ii) one and one-half
          percent (1.5%) of the aggregate value of the consideration realized in
          connection with the Change of Control transaction if the Change of Control
          transaction is consummated at any time after December 31,
          2007.

         

        (ii) The
          “Appraised Value” shall be the value of the Company as determined through the
          following process of multiple appraisals:

         

        (A) Each
          of
          Clark and Winsor shall appoint a nationally recognized investment banking
          firm
          or appraisal firm (each an “Appraiser”);

         

        (B) Clark
          and
          Winsor jointly will
          appoint a third Appraiser;

         

        (C) Each
          of
          Clark and Winsor shall be permitted to furnish each Appraiser with such
          information as they deem relevant in determining the Appraised Value of
          the
          Company, including without limitation, information concerning the Company’s
          operations, assets and properties, financial condition, 

         

        
          
            
            

          

          
            15

            
              

            

          

          
            
            

          

        

         

        earnings,
          capitalization, and any offers or indications of interest received by the
          Members or the Company, and such other information as any of the Appraisers
          may
          request, and to arrange to address each of such Appraisers with respect
          to the
          Appraised Value prior to any determination by such Appraisers.

         

        (D) Each
          Appraiser shall, within thirty (30) days following its appointment,
          independently determine the value of the Company taking into account, among
          other things, the aggregate consideration payable pursuant to the Change
          of
          Control transaction contemplated in Section 8.05(c) and the capital
          structure of all companies involved in such Change of Control
          transaction (each
          an
“Appraisal”)
          and
          render in writing to the parties a report (such Appraiser’s “Report”), which
          Report shall set forth the Appraisal as determined by such Appraiser, together
          with the calculation thereof in reasonable detail;

         

        (E) The
          Appraisals produced by the three (3) Appraisers will be weighted as
          follows:

         

        (I) the
          Appraisal produced pursuant by the third jointly appointed Appraiser (the
“Third
          Appraiser”) will be multiplied by a weight factor of three (3) (such product, a
“Weighted Appraisal”);

         

        (II) of
          the
          remaining two Appraisals, the Appraisal closest in value to the Appraisal
          produced by the Third Appraiser will be multiplied by a weight factor of
          two (2)
          (such product, also a “Weighted Appraisal”); and

         

        (III) the
          remaining Appraisal will be multiplied by a weight factor of one (1) (such
          product, also “Weighted Appraisal”);

         

        thereby
          producing three (3) “Weighted Appraisals”.

         

        The
          Appraised Value of the Company shall be the quotient of (x) the sum of the
          Weighted Appraisals, divided by (y) six (6).

         

        (iii) The
          fees
          and expenses of all of the Appraisers appointed hereby shall be borne by
          Clark.

         

        (d) The
          Member whose Units are being purchased by the Company pursuant to
          Section 8.05 (the “Departing Member”) (including its Affiliated Transferees
          and/or its legally appointed representative(s)) shall tender all of the
          Units
          being purchased hereunder to the purchaser(s) thereof, at the principal
          office
          of the Company (or such other place as the parties may agree) at a reasonable
          date and time specified by the Company (in any event within 180 days of
          the date
          of the Put Notice or the Call Notice, as the case may be, by delivery of
          certificates or documents representing such Units or such other document
          as may
          evidence such Departing Member’s Units in the Company endorsed in proper form
          for transfer. The Company shall deliver to the Departing Member or the
          legal
          representative of the Departing Member, the applicable purchase price for
          such
          units, determined as set forth in Section 8.05, in U.S. dollars for the
          number of Units being purchased, in cash or by bank or certified check
          of
          immediately 

         

        
          
            
            

          

          
            16

            
              

            

          

          
            
            

          

        

         

        available
          funds, in exchange for the certificates or documents which were previously
          delivered as provided above.

         

        (e) Payments
          to a Departing Member whose Units are being purchased by the Company pursuant
          to
          this Section 8.05 shall, to the extent permitted by Code Section 736
          and the Treasury Regulations thereunder, be considered to be made in exchange
          for the Member’s interest in Company property. Any such payments in excess of
          the Member’s pro rata share of the Book value of Company property shall be
          considered goodwill of the Company.

         

        (f) Notwithstanding
          anything to the contrary set forth in this Section 8.05, Winsor shall not
          have
          the right to exercise the Put Right and the Company shall not have the
          right to
          exercise the Call Right during a Potential Change of Control
          Period.

         

        8.06 Take
          Along Right. In the event that any Person that is
          not an Affiliate of the Clark Entities (the “Third Party Offeror”) desires to
          acquire all of the Units of the Members pursuant to an arm’s length bona fide
          offer (the “Unit Acquisition”) whether directly or indirectly, and

         

        (a) Members
          of the Company holding not less than two-thirds of the aggregate Units
          in the
          Company (the “Approving Members”) approve such transaction, and

         

        (b) such
          offer provides that all Members are being treated in a similar manner with
          respect to the valuation of, and payment terms for, their Units,
          and

         

        (c) the
          Company and the Members other than the Approving Members have not elected
          to
          exercise their rights pursuant to Section 8.03,

         

        then
          the
          Approving Members shall have the right, at their option, to require each
          other
          Member who is not an Approving Member (each such Member, a “Non-Approving
          Member”) to sell and transfer all of its Units to the Third Party Offeror by
          giving written notice (the “Take Along Notice”) to such Non-Approving Member not
          later than twenty (20) days prior to consummation of the proposed Unit
          Acquisition. The Take Along Notice shall contain written notice of the
          exercise
          of the Approving Members’ rights pursuant to this Section 8.06, setting
          forth (i) the aggregate number of Units to be transferred by the Approving
          Members, (ii) the purchase price for such Units, (iii) the terms and
          conditions of such Unit Acquisition and (iv) the identity of the acquirer
          of the Units. Each Member who receives a Take Along Notice shall be obligated,
          and hereby agrees, to sell to such Third Party Offeror on the terms set
          forth in
          the Take Along Notice, all of the Units owned by such Member and to execute
          all
          documents reasonably requested by the Approving Members to effectuate such
          sale.

         

        8.07 Tag
          Along Right. In the event that, in connection with a
          Unit Acquisition, the Third Party Offeror does not desire to acquire all
          of the
          Units of the Members, the Member (the “Offeree”) who has received a bona fide
          offer from the Third Party Offeror to purchase Units of the Company owned
          by the
          Offeree (the “Tag Along Units”), for a specified price payable in cash or
          otherwise and on specified terms and conditions (the “Offer”), and the Offeree
          proposes to sell or otherwise transfer the Units to the Third Party Offeror
          pursuant to the Offer, the Offeree shall not effect such sale or transfer
          unless
          (i) first, the Offeree first satisfies all of the conditions of
          Section 8.03, and (ii) second, the other Member is first given the
          right to sell to the 

         

        
          
            
            

          

          
            17

            
              

            

          

          
            
            

          

        

         

        Third
          Party Offeror, at the same price per Unit and on the same terms and conditions
          as stated in the Offer, up to the number of Units equal to the Take-Along
          Units
          multiplied by a fraction, the numerator of which is the aggregate number
          of
          Units owned by the other Member and the denominator shall be the aggregate
          number of Units held by the Offeree and the other Member. If the other
          Member
          wishes to participate in any such Offer to purchase, it shall notify the
          Offeree
          in writing of such intention and the number of Units it wishes to sell
          not later
          than fifteen (15) days after delivery of notice to the other Member by
          the
          Offeree of the Offeree’s intent to sell to the Third Party Offeror. If the
          Offeree does not receive such notice from the other Member within such
          fifteen
          (15) day period, the Offeree shall be free to consummate the proposed
          transaction without any obligation to include the other Member’s Units in such
          transaction.

         

        The
          Offeree and the other Member, if such Member has provided timely notice
          of its
          intent to participate in the sale shall sell to the Third Party Offeror
          all the
          Units proposed to be sold by them at not less than the price and upon other
          terms and conditions, if any, not more favorable to the Third Party Offeror
          than
          those stated in the Offer.

         

        ARTICLE IX

         

        CERTIFICATES
          

         

        9.01 Certificates;
          Legends. The Company may, but shall have no
          obligation to, issue certificates or other instruments representing or
          evidencing the ownership of Units by Members, which certificates or other
          instruments shall have the following legends placed on them:

         

        The
          Units
          represented by this certificate have not been registered under the Securities
          Act of 1933, as amended (the “Securities Act”), or any state securities law and
          they may not be sold or otherwise transferred by any person, including
          a
          pledgee, unless (1) either (a) a registration statement with respect
          to such Units shall be effective under the Securities Act or (b) the
          company shall have received an opinion of counsel satisfactory to the company
          than an exemption from registration under such Securities Act is then available
          and (2) there shall have been compliance with all applicable securities
          laws.

         

        The
          Units
          represented by this certificate are subject to further restriction as to
          their
          sale, transferability, or assignment as set forth in the Limited Liability
          Company Agreement dated as of January 26, 2006 by and among the company
          and each
          Member, as the same may be amended from time to time.

         

        
          
            
            

          

          
            18

            
              

            

          

          
            
            

          

        

         

        ARTICLE X

         

        DISSOLUTION
          AND TERMINATION; NO CONVERSION

         

        10.01 Events
          of Dissolution.

         

        (a) Except
          as
          provided in subsection (b) of this Section 10.01, the Company shall be
          dissolved:

         

        (i) at
          12:00
          midnight on a date designated by Clark;

         

        (ii) upon
          the
          sale of all or substantially all of the assets of the Company and the conversion
          into cash of the sales proceeds; or

         

        (iii) upon
          the
          entry of a decree of judicial dissolution under the Act or Event of Bankruptcy
          with respect to the Company.

         

        (b) Dissolution
          of the Company shall be effective on the day on which the event occurs
          giving
          rise to the dissolution, but the Company shall not terminate until a Certificate
          of Cancellation has been filed with the Secretary of State of the State
          and the
          assets of the Company have been distributed as provided herein. Notwithstanding
          the dissolution of the Company, prior to the termination of the Company,
          as
          aforesaid, the business of the Company shall continue to be governed by
          this
          Agreement. Upon dissolution, a liquidator appointed by the Manager, shall
          liquidate the assets of the Company and apply and distribute the proceeds
          thereof as contemplated by this Agreement and cause the cancellation of
          the
          Certificate.

         

        10.02 Distributions
          Upon Liquidation.

         

        (a) After
          payment of liabilities owing to creditors, a liquidator appointed by the
          Manager, shall set up such reserves as it deems reasonably necessary for
          any
          contingent or unforeseen liabilities or obligations of the Company. Said
          reserves may be paid over by such liquidator to a bank, to be held in escrow
          for
          the purpose of paying any such contingent or unforeseen liabilities or
          obligations and, at the expiration of such period as such liquidator may
          deem
          advisable, such reserves shall be distributed to the Members or their assigns
          in
          the manner set forth in Section 10.02(b) below.

         

        (b) After
          paying such liabilities and providing for such reserves, and after adjusting
          the
          Capital Accounts of the Members for all items of income, gain, loss and
          deduction, such liquidator shall cause the remaining net assets of the
          Company
          to be distributed to and among the Members in accordance with their respective
          positive Capital Account balances.

         

        10.03 No
          Conversion of Company. Notwithstanding anything
          herein to the contrary, the Company shall not convert to a corporation
          or any
          other entity without the unanimous written Consent of the Members.

         

        
          
            
            

          

          
            19

            
              

            

          

          
            
            

          

        

         

        ARTICLE XI

         

        REPRESENTATIONS,
          AGREEMENTS AND COVENANTS BY THE MEMBERS

         

        Each
          Member (and with respect to Winsor, Benson and Winsor jointly and severally)
          hereby represents and warrants to, and agrees with, the Manager, the other
          Member, and the Company as follows:

         

        11.01 Investment
          Intent. He is acquiring his or its Units with
          the intent of holding the same for investment for his own account and without
          the intent or a view of participating directly or indirectly in any distribution
          of such Units within the meaning of the Securities Act or any applicable
          state
          securities laws.

         

        11.02 Securities
          Regulation.

         

        (a) He
          acknowledges and agrees that his Units are being issued and sold in reliance
          on
          the exemption from registration contained in Section 4(2) and/or
          Section 3(b) of the Securities Act and exemptions contained in applicable
          state securities laws, and that his Units cannot and will not be sold or
          transferred except in a transaction that is exempt under the Securities
          Act and
          those state acts or pursuant to an effective registration statement under
          the
          Securities Act and those state acts or in a transaction that is otherwise
          in
          compliance with the Securities Act and those state acts.

         

        (b) He
          understands that he has no contractual right for the registration under
          the
          Securities Act of his Units for public sale and that, unless his Units
          are
          registered or an exemption from registration is available, his Units may
          be
          required to be held indefinitely.

         

        (c) He
          is an
          Accredited Investor.

         

        (d) He
          has
          such knowledge and experience in financial, tax, and business matters as
          to
          enable him to evaluate the merits and risks of his investment in the Company
          and
          to make an informed investment decision with respect thereto.

         

        (e) He
          is
          able to bear the economic risk of its investment in his Units.

         

        (f) He
          has
          received all documents, books, and records pertaining to an investment
          in the
          Company requested by him. He has had a reasonable opportunity to ask questions
          of and receive answers concerning the Company, and all such questions have
          been
          answered to his satisfaction.

         

        11.03 Binding
          Agreement. He has all requisite power and
          authority to enter into and perform this Agreement and that this Agreement
          is
          and will remain its valid and binding agreement, enforceable in accordance
          with
          its terms (subject, as to the enforcement of remedies, to any applicable
          bankruptcy, insolvency, or other laws affecting the enforcement of creditors
          rights).

         

        11.04 Tax
          Position. Unless he or it provides prior written
          notice to the Company, he will not take a position on his federal income
          tax
          return, in any claim for refund, or in any 

         

        
          
            
            

          

          
            20

            
              

            

          

          
            
            

          

        

         

        administrative
          or legal proceedings that is inconsistent with any information return filed
          by
          the Company or with the provisions of this Agreement.

         

        11.05 Attorney’s
          Review. He has retained separate legal
          counsel to advise him with respect to this Agreement.

         

        11.06 Non-Disclosure.
          He agrees that all Confidential
          Information furnished to him pursuant to this Agreement will be kept
          confidential and will not be disclosed by such Member, or by any of his
          agents,
          representatives, or employees, in any manner whatsoever, in whole or in
          part,
          except that (a) each Member shall be permitted to disclose such
          Confidential Information to those of his agents, representatives, and employees
          who need to be familiar with such Confidential Information in connection
          with
          such Member’s investment in the Company and who are charged with an obligation
          of confidentiality, (b) each Member shall be permitted to disclose such
          Confidential Information to his partners and stockholders or to prospective
          purchasers or Assignees of its Units so long as each of them agree to keep
          such
          Confidential Information confidential on the terms set forth herein,
          (c) each Member shall be permitted to disclose Confidential Information to
          the extent required by law, so long as such Member shall have first afforded
          the
          Company with reasonable notice to contest the necessity of disclosing such
          Confidential Information, and (d) each Member shall be permitted to
          disclose Confidential Information to the extent necessary for the enforcement
          of
          any right of such Member arising under this Agreement.

         

        11.07 Public
          Company. He acknowledges that Clark is a wholly
          owned subsidiary of Clark, Inc., a Public Company, and he agrees that he
          will
          consent to causing the Company to promptly make available to Clark, Inc.
          and its
          agents all information reasonably necessary to complete required regulatory
          filings and will comply in all material respects with the applicable rules
          and
          regulations of the SEC or any other regulatory authority having jurisdiction
          over Clark, Inc. and its Affiliates.

         

        11.08 Special
          Covenants Relating to Winsor. 
          During
          such time as Winsor is a Member of the Company, Winsor will be owned entirely
          and controlled by Benson and Benson may not Assign equity of Winsor to
          any
          Person; provided, however, that nothing shall prevent Benson from making
          an
          assignment, and Benson shall be free to assign, non-voting equity of Winsor
          to
(a) the
          trustee or trustees of a trust revocable solely by Benson, (b) the guardian
          or conservator of Benson, (c) subject to the Company’s Call Rights, in the
          event of the death of Benson, to the executor(s) or administrator(s) or
          trustee(s) under the will of Benson, or (d) the spouse and/or lineal
          descendants of Benson, or to the trustee or trustees of a trust for the
          benefit
          of Benson, and/or the spouse and/or lineal descendants of Benson. Winsor
          agrees
          that the foregoing provisions restricting equity transfer
          will be
          noted prominently by Winsor on each stock certificate it issues.

         

        11.09 Bank
          Guarantee and Security. The Members acknowledge and
          consent to the guarantee by the Company of the $100 Million Senior Credit
          Facility with J.P. Morgan/Chase Bank or its successor (the “Bank”), as from
          time to time amended in form and substance as approved by the Manager and
          the
          granting by the Company in conjunction with such guarantee of a first security
          lien on its assets.

         

        
          
            
            

          

          
            21

            
              

            

          

          
            
            

          

        

         

        ARTICLE XII

         

        MISCELLANEOUS

         

        12.01 Notices.
          Any and all notices, elections, consents or
          demands permitted or required to be made or given under this Agreement
          shall be
          in writing, signed by the Member or officer giving such notice, election,
          consent or demand and shall be delivered personally, by facsimile transmission,
          sent by overnight courier or sent by registered or certified mail, return
          receipt requested, to each other Member, at his or its address set forth
          on
Schedule A,
          and/or
          to the Manager at the Company’s principal executive office. Any and all notices,
          elections, consents or demands permitted or required to be made or given
          under
          this Agreement shall be deemed to have been given if by hand, at the time
          of the
          delivery thereof to the receiving party, if made by facsimile transmission,
          at
          the time that receipt thereof has been acknowledged by electronic confirmation
          or otherwise, if sent by overnight courier, on the next business day following
          the day such notice is delivered to the courier service, or if sent by
          registered or certified mail, on the third business day following the day
          such
          mailing is made.

         

        12.02 Successors
          and Assigns. Subject to the restrictions on
          transfer set forth herein, this Agreement, and each and every provision
          hereof,
          shall be binding upon and shall inure to the benefit of the Members, their
          respective successors, successors-in-title, heirs and assigns, and each
          and
          every successor-in-interest to any Member, whether such successor acquires
          such
          interest by way of gift, purchase, foreclosure, or by any other method,
          shall
          hold such interest subject to all of the terms and provisions of this
          Agreement.

         

        12.03 Amendments.
          This Agreement may not be amended except by
          an agreement or amendment executed by all of the Members; provided, however,
          that the Manager is authorized, without the consent of any Member, to make,
          and
          shall be obligated to make, amendments to this Agreement to preserve the
          status
          of the Company as a “partnership” for federal income tax purposes.

         

        12.04 Partition.
          The Members hereby agree that no Member nor
          any successor-in-interest to any Member, shall have the right while this
          Agreement remains in effect to have any property of the Company partitioned,
          or
          to file a complaint or institute any proceeding at law or in equity to
          have any
          property of the Company partitioned, and each Member, on behalf of himself
          or
          itself, his or its successors, representatives, heirs, and assigns, hereby
          waives any such right. It is the intention of the Members that during the
          term
          of this Agreement, the rights of the Members and their successors-in-interest,
          as among themselves, shall be governed by the terms of this Agreement,
          and that
          the right of any Member or successor-in-interest to assign, transfer, sell
          or
          otherwise dispose of his interest in the Company’s properties shall be subject
          to the limitations and restrictions of this Agreement.

         

        12.05 No
          Waiver. The failure of any Member to insist upon
          strict performance of a covenant hereunder or of any obligation hereunder,
          irrespective of the length of time for which such failure continues, shall
          not
          be a waiver of such Member’s right to demand strict compliance in the future. No
          consent or waiver, express or implied, to or of any breach or default in
          the
          performance of any obligation hereunder, shall constitute a consent or
          waiver to
          or of any other breach or default in the performance of the same or any
          other
          obligation hereunder.

         

        
          
            
            

          

          
            22

            
              

            

          

          
            
            

          

        

         

        12.06 Exhibits.
          All Exhibits and Schedules attached
          hereto are an integral part of this Agreement and are incorporated herein
          by
          this 

        reference.

         

        12.07 Entire
          Agreement. This Agreement constitutes the full
          and complete agreement of the parties hereto with respect to the subject
          matter
          hereof.

         

        12.08 Captions.
          Titles or captions of Articles or
          Sections contained in this Agreement are inserted only as a matter of
          convenience and for reference, and in no way define, limit, extend or describe
          the scope of this Agreement or the intent of any provision hereof.

         

        12.09 Counterparts.
          This Agreement may be executed in a number
          of counterparts, all of which together shall for all purposes constitute
          one
          Agreement, binding on all the Members notwithstanding that all Members
          have not
          signed the same counterpart.

         

        12.10 Applicable
          Law. This Agreement and the rights and
          obligations of the parties hereunder shall be governed by and interpreted,
          construed and enforced in accordance with the laws of Delaware.

         

        12.11 Gender,
          Etc.In the case of all terms used in
          this Agreement, the singular shall include the plural and the masculine
          gender
          shall include the feminine and neuter, and vice versa, as the context
          requires.

         

        12.12 Equitable
          Remedies. Each Member shall, in addition to
          rights provided herein or as may be provided under applicable law, be entitled
          to all equitable remedies, including those of specific performance and
          injunction, to enforce its rights hereunder.

         

        12.13 Arbitration.
          Without limiting the right of the Company
          or its Members to seek equitable relief to prevent irreparable injury,
          any
          dispute arising out of or relating to this Agreement or the breach, termination
          or validity thereof, which has not been resolved by agreement within sixty
          (60)
          days after written notice thereof by the affected Party shall be settled
          by
          arbitration in accordance with the then current CPR International Institute
          for
          Conflict Prevention & Resolution Rules for Non-Administered Arbitration
          of Business Disputes, by a sole arbitrator. The Company on the one hand,
          and the
          Member(s) on the other, shall share equally the cost of filing, arbitrators’
fees and other expenses of administration of the arbitration. The arbitration
          shall be governed by the United States Arbitration Act, 9 U.S.C. § 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 Chicago,
          Illinois. The arbitrator is not empowered to award damages in excess of
          compensatory damages and each Party hereby irrevocably waives any right
          to
          recover such damages with respect to any dispute resolved by
          arbitration.

         

        12.14 Creditors.
          None of the provisions of this Agreement
          shall be for the benefit of or enforceable by any creditor of any Member
          or of
          the Company.

         

        
          
            
            

          

          
            23

            
              

            

          

          
            
            

          

        

        


        IN
          WITNESS WHEREOF,
          the
          parties have caused this Limited Liability Company Agreement to be executed
          under seal by their authorized representatives as of the day and year first
          above written.

         

        
          	 	
                  MEMBERS:

                   

                
	 	
                  CLARK
                    CONSULTING, INC.

                   

                  By: /s/
                    Tom
                    Wamberg                                                                
                    

                  Its:
                    Chief Executive Officer

                   

                
	 	
                  WINSOR
                    WAY ASSOCIATES, INC.

                   

                  By:
                    /s/ James M.
                    Benson                                                          
                    

                  Its:
                    President

                   

                
	 	
                   

                  /s/
                    James M.
                    Benson                                                                  
                    

                  James M.
                    Benson, who is executing this Agreement 

                  individually
                    for the limited purposes set forth in Article XI

                   

                


        

        


        
          
            
            

          

          
            24

            
              

            

          

          
            
            

          

        


        CLARK
          BENSON, LLC

        SCHEDULE A

         

        MEMBERS

        As
          of
          January 26, 2006

         

        


        
          	
                  Name

                   

                	
                  Address

                   

                	
                  Units

                   

                	
                  Capital
                    Contribution ($)

                   

                
	
                  Clark
                    Consulting, Inc.

                   

                	
                  102
                    South Wynstone Park Drive

                  North
                    Barrington, IL 60018

                	
                  75,000

                   

                	
                  75,000

                   

                
	
                  Winsor
                    Way Associates, Inc.

                   

                	
                  63
                    Winsor Way

                  Weston,
                    MA 02493

                	
                  25,000

                   

                	
                  25,000

                   

                


        

        


        


        
          
            
            

          

          
            25

            
              

            

          

          
            
            

          

        


        SCHEDULE
          B

         

        DEFINITIONS

         

        “Accountants”
means
          such firm of independent certified public accountants as may be engaged
          by the
          Manager.

         

        “Act”
means
          the Delaware Limited Liability Company Act, Title 6, Section 18-101,
et seq.,
          as in
          effect at the time of the initial filing of the Company’s Certificate of
          Formation with the Secretary of State of the State, and as thereafter amended
          from time to time.

         

        “Acquisition
          Company”
shall
          mean any company with respect to which the Company has acquired as contemplated
          in Section 2.03.

         

        “Acquisition
          Loans”
has
          the
          meaning set forth in Section 4.07(b).

         

        “Affiliate”
means,
          with respect to a specified Person, (i) any Person that directly or
          indirectly controls or is controlled by or is under common control with
          the
          specified Person, and (ii) any Person that is an officer of, general
          partner in or trustee of, or serves in a similar capacity with respect
          to, the
          specified Person or of which the specified Person is an officer, general
          partner
          or trustee, or with respect to which the specified Person serves in a similar
          capacity.

         

        “Agreement”
or
          “Limited
          Liability Company Agreement”
means
          this Limited Liability Company Agreement, including all Exhibits and
          Schedules attached hereto, as it may be amended from time to time.

         

        “Applicable
          Federal Rate”
means
          the lowest rate of interest to avoid the imputation of interest for federal
          tax
          purposes.

         

        “Appraisal”
          has
          the
          meaning set forth in Section 8.05(c)(ii).

         

        “Appraised
          Value”
has
          the
          meaning set forth in Section 8.05(c)(ii).

         

        “Appraiser”
has
          the
          meaning set forth in Section 8.05(c)(ii).

         

        “Approving
          Members”
has
          the
          meaning set forth in Section 8.06.

         

        “Assign”
or
          “Assignment”
has
          the
          meaning set forth in Section 8.01.

         

        “Bank”
has
          the
          meaning as set forth in Section 11.09.

         

        “Benson”
means
          James M. Benson.

         

        “Benson
          Employment Agreement”
means
          the Executive Employment Agreement executed as of the date hereof and effective
          as of January 3, 2006 by and between the Company and Benson.

         

        “Book”
means,
          with respect to an item of income, gain, loss, or deduction, or the value
          of an
          asset, such item or such value as computed under the method of accounting
          prescribed in the Treasury Regulations for maintaining Capital
          Accounts.

         

        “Buying
          Member”
has
          the
          meaning set forth in Section 8.03(b).

         

        “Buying
          Member’s Notice”
has
          the
          meaning set forth in Section 8.03(b).

         

        “Call
          Formula Value”
other
          than in the case of termination for Cause means, as of the date of exercise
          of
          the Call Right, the value of Winsor’s Units in the Company determined by
          multiplying 25% by the product of (a) the trailing EBITA of the Company for
          the twelve (12) 

         

        
          
            
            

          

          
            26

            
              

            

          

          
            
            

          

        

         

        month
          period ending with the calendar quarter immediately preceding the calendar
          quarter during which such date occurs (or, if shorter, during the period
          from
          the Effective Date to such calendar quarter end, adjusted to reflect the
          EBITA
          on the basis of a twelve (12) month period), multiplied by (b) the Call
          Multiple. However, in the case of a Call Notice in the first or second
          year
          after the Effective Date, “Call Formula Value” means two million five hundred
          thousand dollars ($2,500,000). In the case of termination for Cause the
“Call
          Formula Value” is determined in the manner set forth above except that
          (i) Modified EBITA is used instead of EBITA, and (ii) the special rule
          applicable to the first and second years does not apply.

         

        “Call
          Multiple”
means,
          in the case of a Call Right exercised pursuant to clauses (A), (B) and
          (C) of
          Section 8.05(a)(ii), three (3) if the Call Notice is during the third year
          after the Effective Date (meaning on or after the second anniversary and
          before
          the third anniversary of the Effective Date), four (4) if during the fourth
          or
          fifth year after the Effective Date, and five (5) if after the fifth year
          after
          the Effective Date or later. In the case of a Call Right exercised pursuant
          to
          Section 8.05(b) or clause (D) of Section 8.05(a)(ii), the Call Multiple
          shall be as set forth above, except that in the case of a Call Notice in
          the
          third year after the Effective Date it means four (4), in the case of a
          Call
          Notice in the fourth or fifth year after the Effective Date it means five
          (5),
          in the case of a Call Notice in the sixth or seventh year after the Effective
          Date it means six (6) and in the case of a Call Notice in the eighth year
          after
          the Effective Date or later it means eight (8). In case of termination
          for
          Cause, the Call Multiple is five (5) for all years.

         

        “Call
          Right”
has
          the
          meaning set forth in Section 8.05(a)(ii).

         

        “Call
          Notice”
has
          the
          meaning set forth in Section 8.05(a)(ii).

         

        “Capital
          Account”
is
          as
          described in Section 4.02.

         

        “Capital
          Contribution”
means
          the amount of cash or the fair market value of property contributed to
          the
          Company by each Member as the consideration for such Member’s interest in the
          Company pursuant to Article IV. Any reference in this Agreement to the
          Capital Contribution of a then Member shall include a Capital Contribution
          previously made by any prior Member with respect to the interest of such
          then
          Member in the Company.

         

        “Capital
          Transaction”
means
          a
          sale of all or substantially all of the assets of the Company, or a similar
          transaction in contemplation of liquidation.

         

        “Cause”
is
          defined in the Benson Employment Agreement.

         

        “Certificate”
means
          the Certificate of Formation of the Company filed with the Secretary of
          State of
          the State, dated October 26, 2005, as the same may be amended from time to
          time.

         

        “Change
          of Control”
means,
          with respect to any Person, the approval by the equity holders of such
          Person of
          (A) any consolidation or merger of the entity (x) where the equity
          holders of the entity, immediately prior to the consolidation or merger,
          would
          not, immediately after the consolidation or merger, beneficially own, directly
          or indirectly, equity in the entity representing in the aggregate more
          than
          fifty percent (50%) of the combined voting power of all the outstanding
          equities
          of the entity (or of its ultimate parent entity, if any), or (y) where the
          members of the board of directors, the general partners, or the managers,
          as the
          case may be, of such Person, immediately prior to the consolidation or
          merger,
          would not, immediately after the consolidation or merger, constitute more
          than
          fifty percent (50%) of the board of directors, the general partners or
          the
          managers, as the case may be, of such Person (or of its ultimate parent
          entity,
          if any), (B) any sale, lease, exchange or other transfer (in one
          transaction or a series of 

         

        
          
            
            

          

          
            27

            
              

            

          

          
            
            

          

        

         

        transactions
          contemplated or arranged by any party as a single plan) of all or substantially
          all of the assets of the entity or (C) any plan or proposal for the
          liquidation or dissolution of the entity.

         

        “Change
          of Control Purchase”
has
          the
          meaning set forth in Section 8.05(c)(i).

         

        “Clark”
means
          Clark Consulting, Inc., a Delaware corporation and wholly-owned subsidiary
          of
          Clark, Inc.

         

        “Clark
          Board”
has
          the
          meaning set forth in Section 4.07(a)(ii).

         

        “Clark
          Distribution”
means
          the amount equal to 75% of the Modified EBITA as determined for the Fiscal
          Year
          immediately preceding the year in which the Clark Distribution is made.
          In the
          case where the Modified EBITA is zero or negative, the Clark Distribution
          shall
          be zero.

         

        “Clark
          Entities”
has
          the
          meaning set forth in Section 8.05(c)(i).

         

        “Clark,
          Inc.”
means
          Clark, Inc., a Delaware corporation.

         

        “Code”
means
          the Internal Revenue Code of 1986, as amended. References to a particular
          Code
          section shall include any corresponding or successor provision under any
          federal
          tax statute, regardless of how numbered or classified.

         

        “Company”
means
          Clark Benson, LLC.

         

        “Company’s
          Notice”
has
          the
          meaning set forth in Section 8.03(a).

         

        “Compensation
          Loan”
has
          the
          meaning set forth in Section 4.07(a)(i) hereof.

         

        “Confidential
          Information”
means
          (a) information or materials relating to the Company that is not generally
          known to the public (including, but not limited to, products or services,
          pricing structures, accounting and business methods, business plans, inventions,
          devices, new developments, methods and processes, customers and clients
          and
          customer or client lists, copyrightable works and all technology, trade
          secrets
          and other proprietary information), and (b) any other information or
          materials which the Company is required by law or agreement to keep
          confidential. Notwithstanding
          the foregoing, Confidential Information shall not include information which
          (i) was available from a source other than the Company or its Affiliates,
          (ii) is or becomes public knowledge without the fault of a Member, or
          (iii) is independently developed by a Member or its shareholders or
          officers without use or access to Confidential Information as demonstrated
          by
          such Person’s records.

         

        “Consent
          of the Members”
means
          the unanimous Written Consent of all of the Members.

         

        “Cost
          of Capital”
means
          a
          non-compounded, annual rate of return equal to (i) through
          December 31, 2007, twelve percent (12%), and (ii) after
          December 31, 2007, the cost of capital used in accordance with Clark’s
          annual calculation for impairment analysis for
          goodwill under GAAP, as determined by Clark and reviewed by its
          auditors,
          and
          subject to the agreement of the Principals.

         

        “Departing
          Member”
has
          the
          meaning set forth in Section 8.05(d).

         

        “EBITA”
for
          any
          measurement period, means an amount jointly determined by the Principals,
          based
          on the Financial Statements, which is equal to (A) the gross revenue of the
          Company (computed under the accrual method of accounting) during such period,
          less (B) the following expenses of the Company: (i) the amount of the
          salary paid to Benson during the measurement period, (ii) the amount of
          expenses incurred during such measurement period in connection with


         

        
          
            
            

          

          
            28

            
              

            

          

          
            
            

          

        

         

        the
          operation of the Company, which amount shall include the cost of services
          received from Clark Inc. or its Affiliates, provided that such services
          and the
          cost thereof shall have been pre-approved by the Principals jointly and
          (iii) any impairment charge as determined under GAAP (see Exhibit E).
          EBITA
          shall be calculated without deducting any interest, taxes or amortization.
          EBITA
          for a given period may be negative. Income received by the Company by way
          of
          proceeds of life insurance on the life of Benson shall not be included
          in
          EBITA.

         

        “Effective
          Date”
means
          January 26, 2006.

         

        “Event
          of Bankruptcy”
means,
          with respect to any Member:

         

        (i) the
          entry
          of a decree or order for relief by a court having jurisdiction in the premises
          in respect of such Member in an involuntary case under the Federal bankruptcy
          laws, as now or hereafter constituted, or any other applicable Federal
          or state
          bankruptcy, insolvency or other similar law, appointing a receiver, liquidator,
          assignee, custodian, trustee or sequestrator (or similar official) of such
          Member or for any substantial part of its property, or ordering the winding-up
          or liquidation of its affairs and the continuance of any such decree or
          order
          unstayed and in effect for a period of 180 consecutive days; or

         

        (ii) the
          commencement by such Member of any proceeding seeking a decree, order,
          appointment or other relief referred to in clause (i) above, the consent
          to or
          failure to oppose the granting of such relief, or the failure of such Member
          generally to pay its debts as such debts become due, or the taking of any
          action
          by such Member in furtherance of any of the foregoing.

         

        “Estimated
          Operating Expenses”
means
          the estimated amount of operating expenses of the Company for a given Fiscal
          Year as set forth in the Company’s Operating Budget (excluding the amount of the
          Compensation Loan).

         

        “Financial
          Statements”
means
          the balance sheet, profit and loss statement, and statement of cash flow
          of the
          Company, which have been prepared in accordance with GAAP; however,
          notwithstanding that certain items of gain or loss may be considered by
          GAAP to
          be extraordinary, such items of gain or loss shall not be considered
          extraordinary for purposes of the “Financial Statements” unless jointly agreed
          to by the Principals.

         

        “Fiscal
          Year”
means
          the calendar year or such other fiscal year, or shorter period, as is required
          by the Code.

         

        “GAAP”
means
          generally accepted accounting principles.

         

        “Manager”
means
          the chief executive officer of Clark.

         

        “Members”
means
          the parties to this Agreement, any Person to whom the parties to this Agreement
          may convey an interest in the Company pursuant to Article VIII, and any
          Person subsequently admitted to the Company as a substitute or additional
          Member
          in accordance with the terms of this Agreement, and “Member” means any of the
          Members.

         

        “Modified
          EBITA”
means
          EBITA calculated to include Required Interest as an expense against
          earnings.

         

        “Net
          Capital Transaction Proceeds”
means
          the net proceeds received by the Company from a Capital Transaction, less
          transaction expenses attributable directly to such Capital Transaction,
          

         

        
          
            
            

          

          
            29

            
              

            

          

          
            
            

          

        

         

        as
          agreed
          to by the Principals jointly, and less the accrued liabilities of the Company
          (including any outstanding Working Capital Loans and Acquisition Loans
          not
          assumed by the purchaser pursuant to such Capital Transaction) as of the
          date of
          consummation thereof.

         

        “Non-Approving
          Member”
has
          the
          meaning set forth in Section 8.06.

         

        “Offer”
has
          the
          meaning set forth in Section 8.07.

         

        “Offeree”
has
          the
          meaning set forth in Section 8.07.

         

        “Offered
          Units”
has
          the
          meaning set forth in Section 8.03(a).

         

        “Operating
          Budget”
means
          the
          business plan and budget of the Company prepared and approved annually
          by the
          Principals jointly at least thirty (30) days prior to the commencement
          of the
          next immediate Fiscal Year of the Company, as the same may be amended from
          time
          to time by the Principals jointly.

         

        “Operational
          Shortfall”
has
          the
          meaning set forth in Section 4.07.

         

        “Permanent
          Disability”
is
          defined in the Benson Employment Agreement.

         

        “Person”
means
          any individual, general partnership, limited partnership, limited liability
          company, corporation, joint venture, trust, business trust, cooperative
          or
          association, and the heirs, executors, administrators, legal representatives,
          successors and assigns of the “Person” when the context so permits.

         

        “Potential
          Change of Control Period”
means
          the period extending from (A) the date when both Winsor and Clark are notified
          that (i) the Company is being considered for an acquisition by a Person
          that is
          not a Member or an Affiliate of a Member and (ii) such Person has executed
          some
          form of confidentiality agreement with the Company in order to review the
          Company’s proprietary financial information, through (B) the earlier of (i) the
          date on which such Person ceases to pursue its acquisition of the Company,
          (ii)
          the closing date of the acquisition by such Person, and (iii) 120 days
          following
          the notice date provided in subsection (A)(i) above or such later date
          as agreed
          to by Winsor and Clark.

         

        “Principals”
means,
          collectively, (i) the Manager of the Company and (ii) the President
          and chief executive officer of the Company.

         

        “Public
          Company”
means
          an Entity which is subject to the reporting requirements of Section 13(a)
          of the Securities Exchange Act of 1934, as amended.

         

        “Put
          Formula Value”
means,
          as of the date of exercise of the Put Right, the value of Winsor’s Units in the
          Company determined by multiplying 25% by the product of (a) the trailing
          Modified EBITA of the Company for the twelve (12) month period ending with
          the
          calendar quarter immediately preceding the calendar quarter during which
          such
          date occurs (or, if shorter, during the period from the Effective Date
          to such
          calendar quarter end, adjusted to reflect the modified EBITA on the basis
          of a
          twelve (12) month period), multiplied by (b) five (5), provided however if
          the Put Notice is provided during either the sixth or seventh year after
          the
          Effective Date, the multiple will be six (6) and if after the seventh year
          the
          multiple will be eight (8).

         

        “Put
          Notice”
has
          the
          meaning set forth in Section 8.05(a)(i).

         

        “Put
          Right”
has
          the
          meaning set forth in Section 8.05(a)(i).

         

        “Report”
has
          the
          meaning set forth in Section 8.05(c)(ii)(D).

         

        
          
            
            

          

          
            30

            
              

            

          

          
            
            

          

        

         

        “Required
          Interest”
means
          the interest paid or accrued for a particular period with respect to all
          Working
          Capital Loans and Acquisition Loans.

         

        “Schedule A”
means
          the schedule attached hereto as “Schedule A,” as the same may be amended
          from time to time in accordance with the terms of this Agreement.

         

        “Securities
          Act”
means
          the Securities Act of 1933, as amended.

         

        “Selling
          Member”
has
          the
          meaning set forth in Section 8.03(a).

         

        “Selling
          Member’s Notice”
has
          the
          meaning set forth in Section 8.03(a).

         

        “State”
means
          the State of Delaware.

         

        “Tag
          Along Units”
has
          the
          meaning set forth in Section 8.07.

         

        “Take
          Along Notice”
has
          the
          meaning set forth in Section 8.06.

         

        “Third
          Appraiser”
has
          the
          meaning set forth in Section 8.05(c)(ii).

         

        “Third
          Party Offeror”
has
          the
          meaning set forth in Section 8.06.

         

        “Treasury
          Regulations”
means
          the United States Treasury Regulations promulgated under the Code, as in
          effect
          from time to time. References to a particular Treasury Regulations section
          shall
          include any successor provision under any federal tax regulations, regardless
          of
          how numbered or classified.

         

        “Unit”
means
          an interest in the Company held by a Member. The number of Units held by
          each
          Member is as indicated on Schedule A,
          as it
          may be amended from time to time as set forth herein.

         

        “Unit
          Acquisition”
has
          the
          meaning set forth in Section 8.06.

         

        “Weighted
          Appraisal”
has
          the
          meaning set forth in Section 8.05(c)(ii).

         

        “Working
          Capital Loans”
has
          the
          meaning set forth in Section 4.07(a)(ii) hereof.

         

        “Winsor”
means
          Winsor Way Associates, Inc., a Massachusetts corporation.

         

        “Winsor
          Distribution”
means
          the amount equal to 25% of the Modified EBITA as determined either for
          the
          Fiscal Year immediately preceding the year in which the Winsor Distribution
          is
          made or for the portion of the current Fiscal Year in the event of an
          accelerated “Winsor Distribution” as provided in Section 3.01(a). In the
          case where Modified EBITA is zero or negative, the Winsor Distribution
          shall be
          zero. For purposes of clarification, Exhibit C
          sets
          forth hypothetical examples of the method of calculation of the Winsor
          Distribution.

         

        “Written
          Consent”
means
          the written consent or approval of the affected Member. The Company shall
          deliver, or cause to be delivered, to each affected Member, reasonable
          prior
          written notice of any proposed action the taking of which would require
          the
          Written Consent of such Member pursuant to this Agreement. Each affected
          Member
          shall deliver to the Company written notice of its approval or disapproval
          of
          any such proposed action on or before the tenth (10th) business day after
          delivery of the notice from the Company referred to in the preceding sentence.
          If any affected Member fails to deliver such notice within such ten (10)
          business day period, such proposed action shall be deemed to have been
          approved
          by such Member. All deliveries of writings shall be governed by
          Section 11.01.

         

        
          
            
            

          

          
            31

            
              

            

          

          
            
            

          

        


        EXHIBIT A

         

         

        Examples
          of the method of calculation of the interest
          accruing on Acquisition Loans

         

        Interest
          on Acquisition Loans referenced in
          Section 4.07(b)(ii)

         

        
          	 	
                  Year
                    l

                   

                	
                  Year
                    2

                   

                	
                  Year
                    3

                   

                	
                  Year
                    4

                   

                	
                  Year
                    5

                   

                	 
	
                  Clark
                    Acquisition Loan Balance*

                	
                  6,250,000

                	
                  30,156,250

                	
                  60,973,214

                	
                  95,154,933

                	
                  131,633,437

                	
                  (1)

                
	
                  Cost
                    of Capital **

                	
                  12.0%

                	
                  12.0%

                	
                  12.0%

                	
                  12.0%

                	
                  12.0%

                	
                  (2)

                
	
                  Interest
                    Accrued under Acquisition

                       
                     Loans ***

                	
                  750,000

                	
                  3,618,750

                	
                  7,316,786

                	
                  11,418,592

                	
                  15,796,012

                	
                  (1)x(2)=(3)

                


        

        


        *     
          The
          Acquisition Loan Balance includes the FMV of Clark equity at the time of
          distribution.

         

        **    Cost
          of
          Capital is 12% through 12/31/07, and is set at Clark’s Cost of Capital rate
          thereafter, which is assumed to be 12% for purposes of this
          example.

         

        ***        
          Accrued
          interest is assumed to be distributed to Clark, and is therefore not added
          to
          the acquisition loan balance. Accrued interest begins to accrue as of the
          date
          the Acquisition Loan is provided to the Company. For purposes of these
          examples,
          the Clark Acquisition Loan Balance is treated as if all of it had been
          advanced
          on January 1. In practice, the Clark Acquisition Loan Balance will grow
          during the course of a Fiscal Year and interest thereon will have to be
          accounted for accordingly based on the adjusting balance.

         

        


        
          
            
            

          

          
            A-1

            
              

            

          

          
            
            

          

        

         

        EXHIBIT B

         

         

        Examples
          of the method of calculation of the Put
          Formula Value and the Call Formula Value

         

        Put
          Formula Value referenced in Section 8.05(a)(i)

         

        
          	 	
                  Year
                    1

                	
                  Year
                    2

                	
                  Year
                    3

                	
                  Year
                    4

                	
                  Year
                    5

                	 
	
                  Override
                    Income / Carrier Payments

                	
                  2,000,000

                	
                  4,293,750

                	
                  7,405,866

                	
                  10,732,449

                	
                  13,627,122

                	
                  (1)

                
	
                  Acquired
                    Income

                	
                  1,250,000

                	
                  6,093,750

                	
                  12,561,830

                	
                  20,026,266

                	
                  28,323,280

                	
                  (2)

                
	
                  Expense

                	
                  (4,660,500)

                	
                  (7,976,050)

                	
                  (10,377,033)

                	
                  (12,202,343)

                	
                  (14,526,474)

                	
                  (3)

                
	
                  EBITA*

                   

                	
                  (1,410,500)

                   

                	
                  2,411,450

                   

                	
                  9,590,664

                   

                	
                  18,556,372

                   

                	
                  27,423,928

                   

                	
                  sum[(1)to(3)]
                    = (4)

                   

                
	
                  Clark
                    Acquisition Loan Balance

                	
                  6,250,000

                	
                  30,156,250

                	
                  60,973,214

                	
                  95,154,933

                	
                  131,633,437

                	
                  (5)

                
	
                  Clark
                    Required Interest (12%)

                   

                	
                  750,000

                   

                	
                  3,618,750

                   

                	
                  7,316,786

                   

                	
                  11,418,592

                   

                	
                  15,796,012

                   

                	
                  (5)x12%
                    = (6)

                   

                
	
                  Modified
                    EBITA*

                	
                  (2,160,500)

                	
                  (1,207,300)

                	
                  2,273,878

                	
                  7,137,780

                	
                  11,627,915

                	
                  (4)-(6)
                    = (7)

                
	
                  multiplied
                    by 25%

                   

                	
                  (540,125)

                   

                	
                  (301,825)

                   

                	
                  568,470

                   

                	
                  1,784,445

                   

                	
                  2,906,979

                   

                	
                  (7)x25%
                    = (8)

                   

                
	
                  Put
                    Multiple**

                	
                  5

                	
                  5

                	
                  5

                	
                  5

                	
                  5

                	
                  (9)

                
	
                  Put
                    Formula Value

                	
                  (2,700,625)

                	
                  (1,509,125)

                	
                  2,842,348

                	
                  8,922,225

                	
                  14,534,894

                	
                  (8)x(9)
                    = (10)

                


        

        


        *     
EBITA
          is calculated as if the put were exercised on 12/31 of a given year. If
          the put
          is exercised during the year, EBITA would be based on the trailing-twelve-month
          results at the time of the exercise.

         

        **    If
          the
          Put Notice during either the sixth or seventh year after the Effective
          Date, the
          multiple will be six (6) and if after the seventh year the multiple will
          be
          eight (8).

         

        Call
          Formula Value referenced in
          Section 8.05(a)(ii)(A,B,C)

         

        
          	 	
                  Year
                    1

                	
                  Year
                    2

                	
                  Year
                    3

                	
                  Year
                    4

                	
                  Year
                    5

                	 
	
                  Override
                    Income / Carrier Payments

                	
                  2,000,000

                	
                  4,293,750

                	
                  7,405,866

                	
                  10,732,449

                	
                  13,627,122
                    

                	
                  (1)

                
	
                  Acquired
                    Income

                	
                  1,250,000

                	
                  6,093,750

                	
                  12,561,830

                	
                  20,026,266

                	
                  28,323,280

                	
                  (2)

                
	
                  Expense

                	
                  (4,660,500)

                	
                  (7,976,050)

                	
                  (10,377,033)

                	
                  (12,202,343)

                	
                  (14,526,474)
                    

                	
                  (3)

                
	
                  EBITA*

                	
                  (1,410,500)

                	
                  2,411,450

                	
                  9,590,664

                	
                  18,556,372

                	
                  27,423,928
                    

                	
                  sum[(1)to(3)]=(4)

                
	
                  multiplied
                    by 25%

                   

                	
                  (352,625)

                   

                	
                  602,863

                   

                	
                  2,397,666

                   

                	
                  4,639,093

                   

                	
                  6,855,982
                    

                   

                	
                  (4)x25%=(5)

                   

                
	
                  Call
                    Multiple **

                	
                  N/A

                	
                  N/A

                	
                  3

                	
                  4

                	
                  4

                	
                  (6)

                
	
                  Call
                    Formula Value ***

                	
                  2,500,000

                	
                  2,500,000

                	
                  7,192,998

                	
                  18,556,372

                	
                  27,423,928
                    

                	
                  (5)x(6)=(7)

                


        

        


        *     
EBITA
          is calculated as if the call were exercised on 12/31 of a given year. If
          the
          call is exercised during the year, EBITA would be based on the
          trailing-twelve-month results at the time of the exercise.

         

        **   In
          the
          case of a call notice in the sixth year or later after the Effective Date,
          the
          call multiple is five (5) for all years. In case of termination for cause,
          the
          call multiple is five (5) for all years and is applied to Modified EBITA
          instead
          of EBITA.

         

        ***        
          In
          the
          first two years, the Call Formula Value is $2,500,000.

         

        
          
            
            

          

          
            B-1

            
              

            

          

          
            
            

          

        

         

        Call
          Formula Value referenced in Section 8.05(a)(ii)(D) and Section
          8.05(b)

         

        
          	 	
                  Year
                    1

                	
                  Year
                    2

                	
                  Year
                    3

                	
                  Year
                    4

                	
                  Year
                    5

                	 
	
                  Override
                    Income / Carrier Payments

                	
                  2,000,000

                	
                  4,293,750

                	
                  7,405,866

                	
                  10,732,449

                	
                  13,627,122
                    

                	
                  (1)

                
	
                  Acquired
                    Income

                	
                  1,250,000

                	
                  6,093,750

                	
                  12,561,830

                	
                  20,026,266

                	
                  28,323,280
                    

                	
                  (2)

                
	
                  Expense

                	
                  (4,660,500)

                	
                  (7,976,050)

                	
                  (10,377,033)

                	
                  (12,202,343)

                	
                  (14,526,474)
                    

                	
                  (3)

                
	
                  EBITA*

                	
                  (1,410,500)

                	
                  2,411,450

                	
                  9,590,664

                	
                  18,556,372

                	
                  27,423,928
                    

                	
                  sum[(1)to(3)]
                    = (4)

                
	
                  multiplied
                    by 25%

                   

                	
                  (352,625)

                   

                	
                  602,863

                   

                	
                  2,397,666

                   

                	
                  4,639,093

                   

                	
                  6,855,982
                    

                   

                	
                  (4)x25%
                    = (5)

                   

                
	
                  Call
                    Multiple **

                	
                  N/A

                	
                  N/A

                	
                  4

                	
                  5

                	
                  5

                	
                  (6)

                
	
                  Call
                    Formula Value ***

                	
                  2,500,000

                	
                  2,500,000

                	
                  9,590,664

                	
                  23,195,465

                	
                  34,279,910
                    

                	
                  (5)x(6)=(7)

                


        

        


        *    EBITA
          is
          calculated as if the call were exercised on 12/31 of a given year. If the
          call
          is exercised during the year, EBITA would be based on the trailing-twelve-month
          results at the time of the exercise.

         

        **    In
          the
          case of a call notice in the sixth or seventh year after the Effective
          Date it
          means six (6) and in the case of the call notice in eighth year after the
          Effective Date or later it means eight (8). In case of termination for
          cause,
          the call multiple is five (5) for all years and is applied to Modified
          EBITA
          instead of EBITA.

         

        ***         In
          the
          first two years, the Call Formula Value is $2,500,000.

         

        
          
            
            

          

          
            B-2

            
              

            

          

          
            
            

          

        

         

        EXHIBIT C

         

        Example
          of Winsor Distribution Calculation

         

        Winsor
          Distribution referenced in Section 3.01(a)

         

        
          	 	
                  Year
                    1

                   

                	
                  Year
                    2

                   

                	
                  Year
                    3

                   

                	
                  Year
                    4

                   

                	
                  Year
                    5

                   

                	 
	
                  Override
                    Income / Carrier Payments

                	
                  2,000,000

                	
                  4,293,750

                	
                  7,405,866

                	
                  10,732,449

                	
                  13,627,122

                	
                  (1)

                
	
                  Acquired
                    Income

                	
                  1,250,000

                	
                  6,093,750

                	
                  12,561,830

                	
                  20,026,266

                	
                  28,323,280

                	
                  (2)

                
	
                  Expense

                	
                  (4,660,500)

                	
                  (7,976,050)

                	
                  (10,377,033)

                	
                  (12,202,343)

                	
                  (14,526,474)

                	
                  (3)

                
	
                  EBITA

                	
                  (1,410,500)

                	
                  2,411,450

                	
                  9,590,664

                	
                  18,556,372

                	
                  27,423,928

                	
                  sum[(1)to(3)]=
                    (4)

                
	 	 	 	 	 	 	 
	
                  Clark
                    Acquisition Loan Balance *

                	
                  6,250,000

                	
                  30,156,250

                	
                  60,973,214

                	
                  95,154,933

                	
                  131,633,437

                	
                  (5)

                
	
                  Clark
                    Required Interest (12%) **

                	
                  750,000

                	
                  3,618,750

                	
                  7,316,786

                	
                  11,418,592

                	
                  15,796,012

                	
                  (5)x12%
                    =(6)

                
	 	 	 	 	 	 	 
	
                  Modified
                    EBITA

                	
                  (2,160,500)

                	
                  (1,207,300)

                	
                  2,273,878

                	
                  7,137,780

                	
                  11,627,915

                	
                  (4)-(6)
                    = (7)

                
	 	 	 	 	 	 	 
	
                  Distributable
                    Income

                	
                  -

                	
                  -

                	
                  568,470

                	
                  1,784,445

                	
                  2,906,979

                	
                  (7)x25%=(8)

                


        

        


        *     
          The
          Acquisition Loan Balance includes the FMV of Clark equity at the time of
          distribution.

         

        **    The
          Required Interest is the interest on Acquisition Loans reduced by the interest
          on Working Capital Loans.

         

        
          
            
            

          

          
            C-1

            
              

            

          

          
            
            

          

        


        EXHIBIT D

         

        Examples
          of Winsor Distributions Made in Connection with a Capital
          Transaction

         

        Change
          of Control Purchase referenced in Section 8.05(c)

         

        
          	 	
                  Year
                    1

                	
                  Year
                    2

                	
                  Year
                    3

                	
                  Year
                    4

                	
                  Year
                    5

                	 
	
                  Assumed
                    Enterprise Value 

                	
                  2,500,000

                	
                  19,300,000

                	
                  76,700,000

                	
                  148,500,000

                	
                  219,400,000

                	
                  (1)

                
	
                  Clark
                    Working Capital Loans 

                	
                  (2,160,500)

                	
                  (3,367,800)

                	
                  (3,367,800)

                	
                  (3,367,800)

                	
                  (3,367,800)

                	
                  (2)

                
	
                  Clark
                    Acquisition Loans 

                	
                  (6,250,000)

                	
                  (30,156,250)

                	
                  (60,973,214)

                	
                  (95,154,933)

                	
                  (131,633,437)

                	
                  (3)

                
	
                  Clark
                    unpaid Required Interest

                	
                  -

                	
                  -

                	
                  -

                	
                  -

                	
                  -

                	
                  (4)

                
	
                  Appraised
                    Value 

                	
                  (5,910,500)

                	
                  (14,224,050)

                	
                  12,358,986

                	
                  49,977,267

                	
                  84,398,763

                	
                  sum[(l)to(4)]
                    = (5)

                
	 	 	 	 	 	 	 
	
                  Benson’s
                    allocation of proceeds *

                	
                  2,500,000

                	
                  2,500,000

                	
                  3,089,746

                	
                  12,494,317

                	
                  21,099,691

                	
                  (5)x25%=(6)

                


        

        


        * In
          the
          first two years, the proceeds cannot be less than $2,500,000 for a change
          in
          control event.

         

        Capital
          Transaction Purchase (entire LLC is sold) - Determination of Benson’s proceeds
          [Section 4.03(b)(i)]

         

        
          	
                  loan
                    is assumed by acquiring party

                	
                  Year
                    1

                	
                  Year
                    2

                	
                  Year
                    3

                	
                  Year
                    4

                	
                  Year
                    5

                	 
	
                  Enterprise
                    Value (excl. loans)

                	
                  2,500,000

                	
                  19,300,000

                	
                  76,700,000

                	
                  148,500,000

                	
                  219,400,000

                	
                  (1)

                
	
                  Clark
                    Working Capital Loans*

                	
                  (2,160,500)

                	
                  (3,367,800)

                	
                  (3,367,800)

                	
                  (3,367,800)

                	
                  (3,367,800)

                	
                  (2)

                
	
                  Clark
                    Acquisition Loans*

                	
                  (6,250,000)

                	
                  (30,156,250)

                	
                  (60,973,214)

                	
                  (95,154,933)

                	
                  (131,633,437)

                	
                  (3)

                
	
                  Clark
                    unpaid Required Interest

                	
                  -

                	
                  -

                	
                  -

                	
                  -

                	
                  -

                	
                  (4)

                
	
                  Purchase
                    Price Received for LLC**

                	
                  -

                	
                  (14,224,050)

                	
                  12,358,986

                	
                  49,977,267

                	
                  84,398,763

                	
                  sum[(1)to(4)]
                    = (5)

                
	 	 	 	 	 	 	 
	
                  Benson’s
                    allocation of proceeds ***

                	
                  2,500,000

                	
                  2,500,000

                	
                  3,089,746

                	
                  12,494,317

                	
                  21,099,691

                	
                  (5)x25%=(6)

                


        

        


        * Acquisition
          and Working Capital loans are assumed by acquiring party.

         

        ** Value
          offered is calculated as enterprise value less assumed debt, but may differ
          depending on circumstances.

         

        *** In
          the
          first two years, the proceeds cannot be less than $2,500,000 for a change
          in
          control event.

         

        Capital
          Transaction Purchase (sale of single business unit) - Determination of
          Benson’s
          proceeds [Section 4.03(b)(i)]

         

        
          	
                  loan
                    is not assumed by acquiring party

                	
                  Year
                    1

                	
                  Year
                    2

                	
                  Year
                    3

                	
                  Year
                    4

                	
                  Year
                    5

                	 
	
                  Sale
                    proceeds

                	
                  -

                	
                  -

                	
                  4,000,000

                	
                  -

                	
                  -

                	
                  (1)

                
	
                  Clark
                    Working Capital Loans

                	
                  -

                	
                  -

                	
                  -

                	
                  -

                	
                  -

                	
                  (2)

                
	
                  Clark
                    Acquisition Loans

                	 	 	
                  (3,000,000)

                	 	
                  -

                	
                  (3)

                
	
                  Clark
                    unpaid Required Interest

                	
                  -

                	
                  -

                	
                  (180,000)

                	
                  -

                	
                  -

                	
                  (4)

                
	
                  Net
                    Capital Transaction Proceeds

                	
                  -

                	
                  -

                	
                  820,000

                	
                  -

                	
                  -

                	
                  Sum[(1)to(4)]
                    = (5)

                
	 	 	 	 	 	 	 
	
                  Benson’s
                    allocation of proceeds

                	
                  -

                	
                  -

                	
                  205,000

                	
                  -

                	
                  -

                	
                  (5)x25%
                    = (6)

                


        

        


        


        
          
            
            

          

          
            D-1