Exhibit 10.12(a)


    Exhibit
      10.12(a)

    
 

    FIRST
      AMENDMENT TO EMPLOYMENT AGREEMENT

    


    This
      Agreement (the “Amendment”) is a First Amendment to the Employment Agreement
      dated January 1, 2004 (the “Agreement”) by and between Thomas M. Pyra (the
“Employee”) and Clark Consulting, Inc. (the “Company”) which the parties have
      made and entered into and effective as of the 26th day of April,
      2005.

    


    Introduction

    


    WHEREAS,
      the Employee and the Company are parties to the Agreement pursuant to which
      the
      Company offered employment to the Employee and the Employee accepted such offer
      of employment on the terms set forth in the Agreement;

    


    WHEREAS,
      the Company and the Employee have mutually agreed on certain changes in the
      Employee’s title, the definition of the Company and compensation following a
      Change in Control;

    


    NOW,
      THERFORE, BE IT RESOLVED, in consideration of the mutual covenants set forth
      herein, the Company and the Employee hereby agree as follows:

    


    Terms
      of Amendment

    


    
      	1.  	
              Effective
                April 26, 2005, the Employee shall serve as the President and Chief
                Operating Officer of the Company and of Clark, Inc., the parent of
                the
                Company. The Employee will continue to report to the Chief Executive
                Officer of the Company.

            


    

     

    
      	2.  	
              The
                Company, for purposes of Section 10(f) of the Agreement, shall include
                Clark Consulting, Inc. and Clark,
                Inc..

            


    

     

    
      	3.  	
              Section
                11(f) of the Agreement shall be amended by adding the following subsection
                (iii):

            


    

     

    (iii) In
      the
      event that the sum of all payments or benefits made or provided to, or that
      may
      be made or provided to, the Employee under this Agreement and under all other
      plans, programs and arrangements of the Company (the “Aggregate Payment”) is
      determined to constitute a Parachute Payment, as such term is defined in Section
      280G(b)(2) of the Internal Revenue Code, the Company shall pay to the Employee
      at the time specified below, an additional amount (the “Additional 4999
      Payment”) which, after the imposition of all income and excise taxes thereon, is
      equal to the excise tax imposed by Section 4999 of the Internal Revenue Code
      (the “Excise Tax”) on the Aggregate Payment. For purposes of determining the
      amount of the Additional 4999 Payment, the Employee shall be deemed to pay
      federal income taxes at the Employee’s highest marginal rate of federal income
      taxation in the calendar year in which the Additional 4999 Payment is to be
      made
      and state and local income taxes at the Employee’s highest marginal rate of
      taxation in the state and locality of the Employee’s residence on the date on
      which the Excise Tax is determined, net of the maximum reduction in federal
      income taxes which could be obtained from deduction of such state and local
      taxes. The determination of whether the Aggregate Payment constitutes a
      Parachute Payment and, if so, the amount to be paid to the Employee and the
      time
      of payment pursuant to this Section 11(f)(iii) shall be made by the Company’s
      tax preparer, legal counsel or certified public accounting firm, selected at
      the
      sole discretion of the Company with such costs incurred for the performance
      of
      the calculation of the Additional 4999 Payment to be paid for by the Company.
      The Additional 4999 Payment shall be paid to the Employee within thirty (30)
      days following the date the Company has calculated the Additional 4999 Payment,
      and, if applicable, within thirty (30) days of any determination that the Excise
      Tax is greater or less than initially calculated. Notwithstanding the foregoing,
      in the event that the amount of the Employee’s Excise Tax liability is
      subsequently determined to be greater than the Excise Tax liability with respect
      to which the Additional 4999 Payment to the Employee under this Section
      11(f)(iii) has been made, the Company shall pay to the Employee an additional
      amount (and any interest and penalties thereon) at the time and in the amount
      determined by the Company. In the event that the Excise Tax is subsequently
      determined to be less than the amount taken into account hereunder, the Employee
      shall repay to the Company at the time that the amount of such reduction in
      Excise Tax is finally determined the portion of the Additional 4999 Payment
      attributable to such reduction (plus the portion of the Additional 4999 Payment
      attributable to the Excise Tax and federal and state and local income tax
      imposed on the Additional 4999 Payment being repaid by the Employee) plus
      interest on the amount of such repayment from the date the Additional 4999
      Payment was initially made to the date of repayment at the rate provided in
      Section 1274(b)(2)(B) of the Internal Revenue Code The Employee and the Company
      shall cooperate with each other in connection with any proceeding or claim
      relating to the existence or amount of liability for the Excise Tax and all
      reasonable expenses incurred by the Employee in connection therewith shall
      be
      paid by the Company promptly upon notice of demand from the Employee.


     

    
      	 	
              3.

            	
              This
                Amendment shall be attached to and form a part of the Agreement between
                the Employee and the Company. Except as modified by the Amendment,
                the
                Agreement shall remain in full force and effect without modification.
                This
                Amendment may be executed in one or more counterparts, all of which
                taken
                together shall constitute one and the same
                instrument.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    IN
      WITNESS WHEREOF, THOMAS M. PYRA AND CLARK CONSULTING, INC. HAVE DULY
      ACKNOWLEDGED THIS AMENDMENT TO THE EMPLOYMENT AGREEMENT DATED JANUARY 1, 2004,
      AS AMENDED, AND ACKNOWLEDGE THAT EACH PARTY HAS READ, UNDERSTANDS AND ACCEPTS
      THE CONTENTS OF THIS AMENDMENT, AND THAT EACH PARTY HAS EXECUTED THIS AMENDMENT
      EFFECTIVE AS OF THE DATE FIRST WRITTEN ABOVE.

     

    


     

    
      	
              THOMAS
                M. PYRA

               

               

               

               /s/ Thomas M. Pyra

                

              

               

              Date: 
                April 28, 2005

            	
              CLARK,
                INC.

               

               

               

               /s/
                Tom Wamberg

                

              

               

              By: 

              Tom
                Wamberg

               

              Its: 

              Chief
                Executive Officer

               

              Date: 
                April 27, 2005