Exhibit 10.2
                                                                   ------------

                         [CLARK CONSULTING LETTERHEAD]

August 29, 2003


Jeffrey W. Lemajeur
[Home address intentionally omitted]


Dear Jeff:

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


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

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

You will receive a stock option grant to purchase 10,000 shares of the Common
Stock of Clark, Inc. at an exercise price per share equal to the fair market
value of such common stock on the date of the grant subject to final approval by
the Company's Board of Directors. The date of the grant will be a date
determined by the Company's Board of Directors. This grant shall be made under
Clark, Inc.'s 1998 Stock Option Plan or a substantially equivalent stock option
plan which will be an Incentive Stock Option (ISO) Plan. Twenty percent (20%) of
these options will be vested on the one year anniversary of the date of grant
with the remaining 80% vesting ratably over the following 4 years, subject to
your continued employment with Clark Consulting.


BENEFITS
--------

Clark Consulting offers a very competitive benefits package and includes among
other things: medical, dental, life, short term and long term disability and
paid time-off (PTO) for vacation and/or sickness. You will receive 17 days of
paid time off (PTO) which will accrue at a monthly rate of 11.33 hours each
month beginning on the first day of the



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month following your date of hire. You may eventually receive higher vacation
accruals based on your years of service with Clark Consulting. Please note that
medical and dental benefits do not commence until the first day of the month
after your hire date. You will also be eligible to participate in the Clark,
Inc. 401(k) Savings Plan. Upon joining our company you will attend a new
employee orientation which will provide you with additional information
regarding our benefits and their respective eligibility requirements,

Additionally, beginning in 2004, you will also be eligible for participation in
the Clark Consulting Execu-flex plan in which the company contributes $15,000
annually to you to allocate according to the current plan options available
which are: tax-deferred accumulation, long-term disability and long-term care
insurance.


CONDITIONS OF OFFER
-------------------

This offer has been based in part on information which you have provided in the
Employment Application and through the interview process. As a condition of
employment, you will be asked to sign the following:

o        Intellectual Property and Confidentiality Agreement

o        W-4 (Federal Income Tax Statement)

o        1-9 (INS Employment Eligibility Verification)

o        Employee Handbook Acknowledgement (Company Policies)

o        Insider Trading Document Acknowledgement

o        The non-qualified stock option agreement which details the 10,000 share
         grant specified on page 1 of this offer letter

On your first day of employment, you will need to bring two forms of
identification for the Employment Eligibility Verification. Please contact the
Human Resources department if you have any questions regarding the proper
identification required.

You will also need to bring a HIPAA (Health Insurance Portability and
Accountability Act) certificate from your former employer.


SUMMARY
-------

Consistent with Clark Consulting's longstanding policy, and notwithstanding
anything that may be interpreted to the contrary, the offer is for at-will
employment meaning that your employment may be terminated by you or Clark
Consulting at any time, without notice and without cause.


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The terms of this offer of employment may not be amended or modified in any
respects without the written agreement of the Chief Operating Officer of Clark,
Inc.


ACCEPTANCE OF OFFER AND START DATE
----------------------------------

We would like to have you start as Corporate Controller and Chief Accounting and
Financial Officer of both Clark Consulting, Inc. and Clark, Inc. on August 29,
2003 or as soon thereafter as possible.

I look forward to a productive and rewarding employment relationship.



Sincerely,



Thomas M. Pyra
Chief Operating Officer