**SECOND
      MODIFICATION AGREEMENT**




This
      Second Modification Agreement (this “ Amendment ”)
      is
      executed as of August 29, 2005, by and among CLARK CONSULTING, INC., a Delaware
      corporation (“ Borrower ”),
      JP
      Morgan Chase Bank, NA, a national banking association (successor-in-interest
      by
      merger to Bank One, NA) (“ Agent ”),
      as
      administrative agent for itself and such other entities from time to time
      designated as “Lenders” under the Loan Agreement (herein defined) (the
“ Lenders ”)
      and
      such Lenders .




W
      I T
      N E S S E T H :




WHEREAS,
      Borrower, Agent and Lenders entered into that certain Second Amended and
      Restated Credit Agreement, dated as of November 26, 2003, pursuant to which
      Lenders agreed to make available to Borrower a credit facility (as heretofore
      or
      hereafter amended, the “ Loan
      Agreement ”)
      (each
      capitalized term used herein, but not otherwise defined shall have the same
      meaning given to it in the Loan Agreement); and




WHEREAS,
      Borrower, Agent and Lenders entered into that certain First Modification
      Agreement, dated as of November 12, 2004, pursuant to which the parties amended
      certain provisions contained in the Loan Agreement; and




WHEREAS,
      Borrower, Agent and Lenders desire to increase the credit facility evidenced
      by
      the Loan Agreement by the addition of Charter One Bank, N.A. as a Lender (the
      “ New
      Lender ”)
      and
      amend the Loan Agreement as more particularly set forth herein; and




NOW,
      THEREFORE, in consideration of the covenants, conditions and agreements
      hereinafter set forth, and for other good and valuable consideration, the
      receipt and adequacy of which are all hereby acknowledged, Borrower, Agent
      and
      the Lenders hereby covenant and agree as follows:




**ARTICLE
      I - FACILITY INCREASE**




**Section
      1.1.**  **New
      Lender** **.** By its
      execution of this Agreement, New Lender is hereby added to the Loan Agreement
      as
      a Lender, and (i) confirms that it has received a copy of the Loan Agreement
      and
      the other Loan Documents, together with copies of any financial statements
      requested by New Lender and such other documents and information as it has
      deemed appropriate to make its own credit analysis and decision to enter into
      this Agreement, (ii) agrees that it will, independently and without reliance
      upon the Agent or any other Lender and based on such documents and information
      at it shall deem appropriate at the time, continue to make its own credit
      decisions in taking or not taking action under the Loan Documents, (iii)
      appoints and authorizes the Agent to take such action as agent on its behalf
      and
      to exercise such powers under the Loan Documents as are delegated to the Agent
      by the terms thereof, together with such powers as are reasonably incidental
      thereto, (iv) confirms that the execution and delivery of this Agreement by
      New
      Lender is duly authorized, (v) assumes all obligations of a Lender under the
      Loan Agreement and the other Loan Documents and agrees that it will perform
      in
      accordance with their terms all of the obligations which by the terms of the
      Loan Documents are required to be performed by it as a Lender, (vi) confirms
      that its payment instructions and notice instructions are as set forth in the
      attached Schedule
      1 ,
      (vii)
      confirms that none of the funds, monies, assets or other consideration being
      used to make the purchase and assumption hereunder are “plan assets” as defined
      under ERISA and that its rights, benefits and interests in and under the Loan
      Documents will not be “plan assets” under ERISA, and (viii) if applicable,
      agrees to provide the forms prescribed by the Internal Revenue Service of the
      United States certifying that New Lender is entitled to receive payments under
      the Loan Documents without deduction or withholding of any United States federal
      income taxes.




**Section
      1.2.**  **Commitments;
      Notes** **.** As of
      the date of this Amendment, the Commitments of the Lenders are as set forth
      on
      the amended Commitment Schedule attached hereto and Borrower shall execute
      promissory notes, in the forms attached as Exhibit
      E-2 to the
      Loan Agreement, in favor of the Lenders in the respective amounts set forth
      on
      the Commitment Schedule. New Lender shall fund its Pro Rata Share of the
      outstanding amount of the Loans to Agent, who shall distribute such funds to
      the
      other Lenders to reflect the new Commitments as evidenced hereby.




**Section
      1.3.**  **Representations
      and Warranties** **.** Borrower
      hereby represents and warrants to Agent and to Lenders that (i) all
      representations and warranties made by Borrower in the Loan Agreement as of
      the
      date thereof are true and correct as of the date hereof, as if such
      representations and warranties were recited herein in their entirety and
      (ii) Borrower is not in default of any covenant or agreement contained in
      the Loan Agreement.




**Section
      1.4.**  **Facility
      Fee** .
      In
      consideration of the commitment of the New Lender, Borrower agrees to pay to
      New
      Lender a facility commitment fee in the amount of $10,000, which amendment
      fee
      is intended as reasonable compensation for the commitment of the New Lender
      hereunder, and for no other purpose.




ARTICLE
      II - MISCELLANEOUS




**Section
      2.1.**  **Conditions
      Precedent** .
      As
      conditions precedent to closing this Amendment (i) Borrower, Agent, each Lender
      and Guarantor, shall have executed and delivered to Agent this Agreement, (ii)
      Borrower shall have paid to New Lender the facility commitment fee provided
      for
      in Section 1.4 above.




**Section
      2.2.**  **Continuing
      Effect** .
      Except
      as modified and amended hereby, the Loan Agreement and other Loan Documents
      are
      and shall remain in full force and effect in accordance with their
      terms.




**Section
      2.3.**  **Binding
      Agreement** .
      This
      Amendment shall be binding upon, and shall inure to the benefit of, the parties’
respective representatives, successors and assigns.




**Section
      2.4.**  **Nonwaiver
      of Events of Default** .
      Neither
      this Amendment nor any other document executed in connection herewith
      constitutes or shall be deemed (a) a waiver of, or consent by Agent or any
      Lender to, any default or event of default which may exist or hereafter occur
      under any of the Loan Documents, (b) a waiver by Agent or any Lender of any
      of Borrower’s obligations under the Loan Documents, or (c) a waiver by
      Agent or any Lender of any rights, offsets, claims, or other causes of action
      that Lender may have against Borrower.




**Section
      2.5.**  **No
      Defenses** .
      Borrower, by its execution of this Amendment, hereby declares that to its
      knowledge, it has no set-offs, counterclaims, defenses or other causes of action
      against Agent or any Lender arising out of the Loan Documents, any documents
      mentioned herein or otherwise.




**Section
      2.6.**  **Payment
      of Expenses** .
      Borrower agrees to pay to Agent the reasonable attorneys’ fees and expenses of
      Agent’s counsel and other expenses incurred by Agent in connection with this
      Amendment.




**Section
      2.7.**  **Counterparts** .
      This
      Amendment may be executed in several counterparts, all of which are identical,
      each of which shall be deemed an original, and all of which counterparts
      together shall constitute one and the same instrument, it being understood
      and
      agreed that the signature pages may be detached from one or more of such
      counterparts and combined with the signature pages from any other counterpart
      in
      order that one or more fully executed originals may be assembled.




**Section
      2.8.**  **Choice
      of Law** .
      THIS
      AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
      OF
      THE STATE OF ILLINOIS, EXCEPT TO THE EXTENT FEDERAL LAWS PREEMPT THE LAWS OF
      THE
      STATE OF ILLINOIS.




**Section
      2.9.**  **Entire
      Agreement** .
      This
      Amendment, together with the other Loan Documents, contain the entire agreements
      between the parties relating to the subject matter hereof and thereof. This
      Amendment and the other Loan Documents may be amended, revised, waived,
      discharged, released or terminated only by a written instrument or instruments,
      executed by the party against which enforcement of the amendment, revision,
      waiver, discharge, release or termination is asserted. Any alleged amendment,
      revision, waiver, discharge, release or termination which is not so documented
      shall not be effective as to any party.




**THIS
      AMENDMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
      THE
      PARTIES RELATED TO THE SUBJECT MATTER HEREIN CONTAINED AND MAY NOT BE
      CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS
      OF THE PARTIES** **.** **THERE
      ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES** **.**







IN
      WITNESS WHEREOF, this Amendment is executed effective as of the date first
      written above.




**BORROWER:**




CLARK
      CONSULTING, INC., a Delaware corporation




s/
      Thomas M. Pyra



















102
      S.
      Wynstone Park Drive, Suite 200


N.
      Barrington, Illinois 60010


Attention:  W.
      T.
      Wamberg, Tom Pyra


and
      Jeff
      Lemajeur


Telephone:
      (847) 304-5800


FAX:
      (847) 304-5878




**AGENT:**




JP
      Morgan
      Chase Bank, NA, a national banking association, as Agent





/s/
      J.
      Patrick Brockette





Print
      Name:  J.
      Patrick Brockette


Title:   Senior
      Vice President




1717
      Main
      Street; Third Floor


Dallas,
      Texas 75201


Attention:
      Pat Brockette


Telephone:
      (214) 290-2453


FAX:
      (214) 290-2305







**LENDERS** :







JPMorgan
      Chase Bank,
      NA, a national banking association






/s/ J.
      Patrick Brockette





Print
      Name:  J.
      Patrick Brockette


Title:   Senior
      Vice President




1717
      Main
      Street; Third Floor


Dallas,
      Texas 75201


Attention:
      Pat Brockette


Telephone:
      (214) 290-2453


FAX:
      (214) 290-2305




LASALLE
      BANK NATIONAL ASSOCIATION,


a
      national banking association (f/k/a LaSalle National Bank)




By: 
      /s/ Brandon S. Allison


Print
      Name:  Brandon S. Allison


Title: 
      Assistant Vice President




135
      South
      LaSalle Street, Suite 209


Chicago,
      Illinois 60603


Attention:
      Brandon S. Allison


Telephone:
      (312) 904-6324


FAX:
      (312) 904-6189




THE
      FROST
      NATIONAL BANK, a national banking association




By: 
      /s/ Stephanie Stove


Print
      Name:  Stephanie Stove


Title: 
      Vice President




2727
      N.
      Harwood, 10 th Floor


Dallas,
      Texas 75201


Attn:
      Chris Holder


Telephone:
      (214) 515-4960


FAX:
      (214) 515-4955







MB
      FINANCIAL BANK, N.A., a national banking association




By: 
      /s/ Maureen Janes


Print
      Name:  Maureen Janes


Title: 
      First Vice President




6111
      N.
      River Rd.


Rosemont,
      IL 60018


Attn:
      Maureen Janes


Telephone:
      (847) 653-1952


FAX:
      (847) 653-0083




FIFTH
      THIRD BANK-CHICAGO




By: 
      /s/ Robert D. Curtis


Print
      Name:  Robert D. Curtis


Title: 
      Vice President




Fifth
      Third Bank-Chicago


1701
      Golf
      Road


Tower
      1
      MD GRLM9G


Rolling
      Meadows, IL 60008


Attn:
      Bob
      Curtis, Vice President


Telephone:
      847 354-7356


FAX:
      847
      354-7310





CHARTER
      ONE BANK, N.A.




By: 
      /s/ Bernardo Lacayo


Print
      Name:  Bernardo Lacayo


Title: 
      Senior Vice President




Charter
      One Bank, N.a.


71
      South
      Wacker Drive


Suite
      2900


Chicago,
      IL 60603


Attn:
      Bernie Lacayo


Telephone:
      (312) 777-3484


FAX:
      (312) 777-3481








**CONSENT
      OF GUARANTOR**




The
      undersigned Guarantor hereby (a) acknowledges its consent to the changes
      effected by this Agreement, (b)  ratifies and confirms all terms and
      provisions of the Unlimited Guaranty dated January 15, 1999, (c) agrees that
      such Unlimited Guaranty is and shall remain in full force and effect with
      respect to the Loans, as increased and amended hereby, (d) acknowledges
      that there are no claims or offsets against, or defenses or counterclaims to,
      the terms and provisions of and the obligations created and evidenced by such
      Unlimited Guaranty, and (e) reaffirms all agreements and obligations under
      such
      Unlimited Guaranty with respect to the Loan Agreement, the Notes, the Loans
      and
      all other documents, instruments or agreements governing, securing or pertaining
      to the Loans, as the same may be modified and increased by this
      Agreement.




EXECUTED
      as of this 4th day of August, 2005.




**GUARANTOR** **:**




CLARK,
      INC., a Delaware corporation




By: 
      /s/ Thomas M. Pyra


Print
      Name:  Thomas M. Pyra


Title: 
      President




102
      S.
      Wynstone Park Drive, Suite 200


N.
      Barrington, Illinois 60010


Attention:  W.
      T.
      Wamberg, Tom Pyra


and
      Jeff
      Lemajeur


Telephone:
      (847) 304-5800


FAX:
      (847) 304-5878





**Commitment
      Schedule**











*Lender*
            *Revolving
                Commitment*
            *Commitment
                Percentage*JP
                Morgan Chase Bank, N.A.
            $26,401,650
            29.663%LaSalle
                Bank, National Association
            16,001,000
            17.978%Fifth
                Third Bank - Chicago
            15,000,000
            16.853%Frost
                National Bank
            12,000,750
            13.483%Charter
                One Bank
            10,000,000
            11.235%MB
                Financial Bank, N.A.
            9,600,600
            10.787%Total:
            $89,004,000
            100.000%












**Schedule
      1**




**Information
      Regarding Charter One Bank, N.A.**






**Credit
      Contact** :




Name: ** Bernie
      Lacayo *_______*  Telephone No.: (312)
      777-3484


Fax
      No.: (312)
      777-3481 _  Telex
      No.:
      _______________


Answerback
      email: blacayo@charteronebank.com






Key
      Operations Contacts:




Primary   Secondary


Booking
      Installation:    Booking
      Installation:


Name:
        _ Curtis
      Jones    Name: Kim
      Bowers


Telephone
      No.: 412.867.3832   **   Telephone
      No.: 412.867.4046


Fax
      No.: 412.867.2619 Fax No.: 412.867.2619


Telex
      No.: _______________  Telex
      No.: *___________________*


Answerback
      email: curtis.jones@citizensbank.com   Answerback
      email: kim.bowers@citizensbank.com






Payment
      Information:





(Payment)  Wire
      Funds to:


Citizens
      Bank


ABA#
      036-076-150


Beneficiary:
      COB Parti Purchased


ACCT#
      4500000134


Ref:
      Clark Consulting, INC.





Commitment
      fees:





Charter
      One Bank, N.A.


ABA
      241070417


BENEFICIARY:
      Commercial Loan Operations


BENEFICIARY
      NUMBER: 45-00000096


SPECIAL
      INSTRUCTIONS: Credit GL #369520 RC# 8007600





Other
      Instructions:  Reference:  Clark Consulting, Inc.


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