EXHIBIT 10.3

                                   CLARK, INC.

                        INCENTIVE STOCK OPTION AGREEMENT
                        --------------------------------


         This Incentive OPTION AGREEMENT (this "Option Agreement") is entered
into by and between Clark, Inc., a Delaware corporation (the "Company"), and
_______________ (the "Optionee").

         1. Grant of Option. The Company hereby grants to the Optionee effective
as of the date set forth in Section 24 hereof (the "Date of Grant"), the right
and option (the "Option") to purchase up to the aggregate number of shares of
common stock, par value $.01 per share, of the Company (the "Common Stock") set
forth in Section 24 hereof, subject to adjustment pursuant to Section 3 hereof
and subject to the Optionee's acceptance and agreement to all of the terms and
conditions and restrictions described in the Clark, Inc. 2003 Stock Option Plan
(the "Plan"), a copy of which has been made available to the Optionee, and to
the further terms, conditions and restrictions set forth below.

         2. Exercise Price. Subject to adjustment pursuant to Section 3, the
exercise price payable by the Optionee upon exercise of this Option is set forth
in Section 24 hereof.

         3. Adjustments to Number of Shares and Option Price. The number of
shares and exercise price shall be subject to adjustments as provided in Section
9 of the Plan.

         4. Tax Status. This Option is intended to be treated as an "incentive
stock option" within the meaning of Section 422 of the Code to the extent that
any portion of this Option meets the requirements of Section 422 of the Code. To
the extent that any portion of this Option does not meet such Code requirements,
this Option shall be deemed a nonqualified stock option.

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         5. Exercise of Option. Subject to the terms of the Plan and this Option
Agreement, Optionee shall have the right to acquire shares of Common Stock under
this Option Agreement as follows:

                  (a) As of __________________, 2___ and thereafter, Optionee
         may exercise rights to acquire 33.33% of the Common Stock subject to
         the Option;

                  (b) As of __________________,2___ and thereafter, Optionee may
         exercise rights to acquire an additional 33.33% of the Common Stock
         subject to the Option;

                  (c) As of __________________,2___ and thereafter, Optionee may
         exercise rights to acquire an additional 33.34% of the Common Stock
         subject to the Option.

         6. Expiration of Option. This Option shall expire and cease to be
exercisable on _________________, 2___ or such earlier date as may be specified
in the Plan.

         7. Termination of Employment. In the event that the employment of the
Optionee with the Company or with any of its Subsidiaries shall at any time
hereafter terminate for any reason other than death, any part of the Option
granted hereunder which has not been exercised by the date of such termination
shall expire unless exercised prior to the date of its expiration or within
ninety (90) days after the date of such termination, whichever occurs first.

         8. Death of Optionee. If Optionee dies prior to the termination of his
right to exercise the Option in accordance with the provisions hereof without
having totally exercised the Option, the Option may be exercised by the
Optionee's Successor. If Optionee dies while in the employ of the company or any
Subsidiary, the Option shall expire unless exercised (to the extent exercisable
immediately prior to Optionee's death) by his Successor prior to the date of
expiration of the Option or one (1) year from the date of Optionee's death,
whichever comes first.

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         9. Additional Accelerated Vesting. In the event the Company is subject
to a "Change of Control," any part of the Option granted hereunder which has not
already been exercised, shall be exercisable and shall be immediately one
hundred percent (100%) vested without regard to the periods and installments of
exercisability specified in Section 5, if and only if such Option has not at
that time expired or been terminated, in accordance with Section 7 or otherwise,
in which case, any unexercised portion shall be deemed cancelled as of the
effective date of such Change of Control. For the purposes of this Section,
"Change of Control" shall mean: (i) the acquisition by a single entity (or group
of affiliated entities) that is not directly or indirectly controlled by the
existing shareholders, of more than 50% of the Common Stock issued and
outstanding immediately prior to such acquisition; or (ii) the dissolution or
liquidation of the Company or the consummation of any merger or consolidation of
the Company or any sale or other disposition of all or substantially all of its
assets, if the shareholders of the Company immediately before such transaction
own directly or indirectly, immediately after consummation of such transaction,
equity securities (other than options and other rights to acquire equity
securities) possessing less than 50% of the voting power of the surviving or
acquiring corporation.

         10. Procedure to Exercise. The Optionee (or other person entitled to
exercise this Option) shall purchase shares of stock of the Company subject
hereto by the payment to the Company of the purchase price in full and the
amount of employment tax and withholding tax due, if any, upon the exercise of
this Option by certified or official bank check. Any employment or withholding
tax due upon exercise of this Option shall be, and shall remain, the
responsibility of the Optionee (or such Optionee's estate or representative).
This Option may be exercised from time to time by written notice to the Company
stating the full number of shares to

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be purchased and the time and delivery thereof, which shall be at least fifteen
days after the giving of notice unless an earlier date shall have been agreed
upon between the Optionee (or other person entitled to exercise this Option) and
the Company, accompanied by full payment for the shares as described in the
first sentence of this Section 10. The Company will, as soon as is reasonably
possible, notify the Optionee (or such Optionee's representative) of the amount
of employment tax and other withholding tax, if any, that must be paid under
federal, state and local law due to the exercise of this Option. The Company
shall have no obligation to deliver certificates for the shares purchased until
the Optionee (or such Optionee's representative) pays to the Company the
purchase price in full and the amount of employment tax and withholding tax
specified in the Company's notice as described in this Section 10 by payment
terms set forth in the first sentence of this Section 10. At the time of
delivery, the Company shall, without transfer or issue tax to the Optionee (or
other person entitled to exercise this option) deliver at the principal office
of the Company, or at such other place as shall be mutually agreed upon, a
certificate or certificates for such shares, provided, however, that the time of
delivery may be postponed by the Company for such period as may be required for
it to comply with reasonable diligence with any requirements of law.

         11. Nontransferability of Option. This Option shall not be assignable
or transferable other than by will or the laws of descent and distribution and
shall be exercisable during the Optionee's lifetime only by the Optionee.

         12. Continued Employment or Retention. Subject to the terms of any
employment agreement between the Company and the Optionee, nothing herein shall
confer upon the Optionee any right to be continued in the employ or retention of
the Company or a Subsidiary, or continue to serve as a Director of the Company
or a Subsidiary, or shall prevent the Company or

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Subsidiary which employs or retains the Optionee from terminating such
employment at any time, with or without cause, or removing or failing to reelect
the Optionee as a Director.

         13. Rights as Stockholder. Nothing herein is intended to or shall give
to the Optionee or the legal representatives, heirs, legatees, or distributees
of the Optionee any right or status of any kind as a stockholder of the Company
in respect of any shares of Common Stock covered by this Option or entitle the
Optionee or the legal representatives, heirs, legatees, or distributees of the
Optionee to any dividends or distributions thereon unless and until such shares
shall have been delivered to the Optionee or the legal representatives, heirs,
legatees, or distributees of the Optionee and registered in the Optionee's name
and the Optionee or the legal representatives, heirs, legatees, or distributees
of the Optionee has received a certificate or certificates therefor.

         14. Interpretation. If and when questions arise from time to time as to
the intent, meaning or application of the provisions hereof or of the Plan, such
questions shall be decided by the Board of Directors or the Committee in its
sole discretion, and any such decision shall be conclusive and binding on the
Optionee. The Optionee hereby agrees that this Option is granted and accepted
subject to such condition and understanding.

         15. Investment Representation. At such time or times as the Optionee
may exercise this Option, the Optionee shall, upon the request of the Company,
represent in writing (i) that the shares being acquired by the Optionee under
this Option will not be sold except pursuant to an effective registration
statement, or applicable exemption from registration, under the Securities Act
of 1933, as amended, (ii) that it is the Optionee's intention to acquire the
shares being acquired for investment only and not with a view to distribution
thereof, and (iii) other customary representations as the Company deems
necessary or advisable. No shares will be issued to the Optionee unless the
Optionee provides such representations and agreements and the

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Company is satisfied as to the accuracy of such representations and agreements.
If so requested, Optionee agrees to provide a lock-up agreement prohibiting the
sale by Optionee of shares issued upon exercise of the Options for a period of
180 days following a public offering by the Company of its Common Stock.

         16. Repurchase by the Company. All shares of Common Stock purchased by
the Optionee or his or her estate or beneficiary and exercisable Options held by
the Optionee at the time of termination of employment shall be subject to
repurchase by the Company pursuant to Section 7 of the Plan.

         17. Withholding of Taxes. Upon exercise of this Option (either wholly
or in part), the Optionee must pay to the Company, or make arrangements
satisfactory to the Company regarding payment of, any federal, state or local
taxes of any kind required to be withheld in connection with the issuance to the
Optionee of Common Stock upon exercise of this Option. The Company may permit
withholding of shares of Common Stock in accordance with procedures established
by the Company as an election by Optionee to meet applicable withholding
requirements.

         18. Notices. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered personally,
mailed certified mail (return receipt requested) or sent by overnight delivery
service, cable, telegram, facsimile transmission or telex to the Optionee at the
address on the signature page hereof and to the Company at the address set forth
below or at such other addresses as shall be specified by the parties by like
notice:

                  Clark, Inc.
                  102 South Wynstone Park Drive
                  North Barrington, IL 60010
                  Attention: Jim Radosevich

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                  Facsimile No. (847) 304-9568

         19. Defined Terms. All capitalized terms used herein and not otherwise
defined shall have the meanings given them in the Plan.

         20. Stockholder Approval. Notwithstanding the provisions of Section 10
hereof, this Option may not be exercised unless and until the Plan has been duly
approved by the stockholders of the Company.

         21. Confidentiality. Unless otherwise permitted by the Chairman of the
Board or the President of the Company, Optionee agrees to keep confidential the
terms of this Option Agreement (and the terms of any other Option Agreement with
any other Employee or Director of the Company known to Optionee) and shall not
disclose such terms to any other Employee or otherwise.

         22. Nondisclosure and Nonsolicitation. In further consideration for the
grant to Optionee of the Option evidenced by this Option Agreement, Optionee
hereby covenants and agrees as follows:

                  (a) Optionee hereby acknowledges that Optionee will have
         access to certain trade secrets and confidential information of the
         Company and of corporations and/or other business enterprises directly
         or indirectly owned, controlled and/or operated by the Company
         ("Affiliates") and that such information constitute valuable, special
         and unique property of the Company and such corporations. Optionee
         shall not, during or after the term of Optionee's employment by the
         Company or a Subsidiary, disclose any such trade secrets or
         confidential information to any person or entity for any reason or
         purpose whatsoever except as may be required by law or use such
         confidential information for any purpose not authorized by the Chairman
         of the Board. Confidential information shall

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         include (i) all information designated as confidential by the Chairman
         of the Board and (ii) all information the disclosure of which Optionee
         knows, or in the exercise of reasonable care should know, would be
         damaging to the Company; provided, however, that confidential
         information shall not include any information known generally to the
         public (other than as a result of unauthorized disclosure by Optionee)
         or any information not otherwise considered by the Chairman of the
         Board or the Board of Directors to be confidential.

                  (b) Optionee agrees that during the term of Optionee's
         employment by, or service as a Director of, the Company or a Subsidiary
         and for a period of twelve months following the termination of
         Optionee's employment, or service as a Director of, Optionee shall not,
         either alone or on behalf of any business competing with the Company or
         any Affiliate, directly or indirectly (i) solicit or induce, or in any
         manner attempt to solicit or induce any person employed by, or an agent
         of, the Company or any Affiliate to terminate his contract of
         employment or agency, as the case may be, with the Company or any
         Affiliate, as the case may be, or (ii) solicit, divert, or attempt to
         solicit or divert, as a supplier or customer, any person, concern or
         entity which, as of the date of termination or during the one year
         period prior thereto, furnishes products or services to, or receives
         products and services from the Company or any Affiliate, nor will
         Optionee attempt to induce any such supplier or customer to cease being
         (or any prospective supplier or customer not to become) a supplier or
         customer of the Company or any Affiliate.

         23. Noncompetition. If, during the twelve month period following
Optionee's termination, for any reason, of employment with or services as a
Director of the Company or any

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of its subsidiaries at any place within the United States in which the Company
conducts business at the time of such termination; Optionee shall engage in
either as a partner, officer, director, employee agent or shareholder (other
than as the holder of less than 10% of the outstanding capital stock of any
corporation whose stock is traded on a national securities exchange), be
interested in or render services to any business then competitive with the
Company or its subsidiaries:

                  (a) The ninety (90) day extension of paragraph 7 shall cease.

                  (b) Optionee shall reimburse the Company for the difference
         between the market value on date of exercise and the option price on
         date of exercise, for all options exercised by Optionee during the
         twelve month period preceding the termination.

                  (c) Optionee acknowledges the Company's right to recover such
         amounts due from any and all amounts due the Optionee for prior
         services as an employee.

         24. Specified Information. This Option Agreement shall apply with
respect to the following specific information:

         a. Date of Grant:

         b. Name of Optionee:

         c. Number of Shares Covered by Option:

         d. Option Exercise Price Per Share:

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                                   CLARK, INC.
                        INCENTIVE STOCK OPTION AGREEMENT
                        --------------------------------
                                    ADDENDUM
                                    --------


         7(a) Termination of Employment Upon Retirement or Disability. In the
event optionee shall retire (as defined) by virtue of reaching age 65 or shall
cease being an employee of the Company upon becoming disabled (as defined),
employee shall have the immediate right to exercise all options granted
hereunder within ninety (90) days of such cessation of employment.

         "Retirement" as the term is used herein shall mean cessation of
employment, on any basis or in any capacity, with the Company. Additionally,
optionee may not in any capacity be employed by the Company's competitors or its
carriers.

         "Disability" as the term is used herein shall mean the optionee is
physically incapable of performing his or her assigned duties or
responsibilities as attested to by a physician of the Company's choosing.

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         IN WITNESS WHEREOF, the undersigned have executed this Option Agreement
to be effective as of the Date of Grant set forth above.


                                      CLARK, INC.



                                      By:
                                          --------------------------------------
                                          Jim Radosevich
                                          Vice President and Corporate Secretary



                                      ------------------------------------------

                                      ----------------------,
                                                             Optionee

                                      Social Security Number:

                                      Optionee's Address:


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