Exhibit
10.1

    


    April 20,
2010

    


    Kevan D.
Bloomgren

    51 Alpine
Trail,

    Sparta,
NJ 07871

    


    Dear
Kevan:

    


    On behalf
of Clark Holdings Inc. (the “Company”), I am pleased to offer you a position as
the Chief Financial Officer of the Company.  As we discussed, in this
position your annual base salary will be $190,000, subject to ordinary taxes and
withholdings.  This position is considered an exempt position for
purposes of federal wage-hour law, which means that you will not be eligible for
overtime pay for hours actually worked in excess of 40 in a given
workweek.

    


    If you
are terminated for reasons other than “cause,” you will receive a minimum
severance payment equivalent to two (2) weeks of base salary, for every year of
service, up to a maximum of four weeks.  Severance shall be paid over
time in accordance with the company’s payroll practices and
policies.  The severance payment will be conditional upon your first
executing and not revoking a valid waiver and release of all claims that you may
have against the company.  Termination for “cause” will eliminate
eligibility for a severance payment.  “cause” means: (a) a willful
breach of your obligations or gross negligence in the performance or intentional
non-performance of your material duties to the company or any of its affiliates,
which you fail to cure, if curable, within a reasonable time after receipt of a
written notice of such breach or deficiency; (b) conviction of a felony or a
crime of moral turpitude, fraud or misrepresentation; or (c) any final court
determination of gross or willful misconduct resulting directly or indirectly in
material hard to the company or any of its affiliates.

    


    If you
elect to voluntarily resign from the company, you agree to provide the company
with at least four (4) weeks’ notice before the effective
date.  Notwithstanding the foregoing, the company retains the option
of terminating you upon such notice or before the end of the notice
period.  If you elect to voluntarily resign, you will not be eligible
for a severance payment.  The company requires its employees to sign
and comply with additional terms and conditions of employment concerning
confidentiality, assignment of inventions and works of authorship,
non-competition, and non-recruitment.  The additional terms and
conditions of employment will be presented to you for your review, consideration
and signature in due course and must be signed within ten (10) days of receipt
by you.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    You will
be eligible to receive bonus compensation as determined by the Company in its
sole discretion.  For the 2010 performance year ending on December 31,
2010, your bonus payment will be targeted at an amount equal to 12% of the
amount of the Company’s 2010 free cash flow above $1,100,0000, less applicable
withholdings and deductions, provided you remain an employee in good standing
with the Company as of the date bonus payments are made by the
Company.  For purposes of this letter, “free cash flow” is defined as
the Company’s net income plus depreciation and amortization, less the Company’s
capital expenses, and shall exclude bonuses payable to the CFO and CEO of Clark
Holdings.

    


    Subject
to the approval of the Company’s Compensation Committee, you will be granted
options to purchase 30,000 shares of the Company’s common stock consistent with
the Company’s stock option plan.  The stock options will vest in three
equal installments of 10,000 options on each of the first, second, and third
anniversary dates of this offer letter, provided you are employed by the Company
on each of the vesting dates.

    


    Subject
to the approval of the Company’s Compensation Committee, the Company will grant
you one restricted stock unit (“RSU”) for each share of the Company’s common
stock you purchase before December 31, 2010, up to a maximum of 100,000 shares
of the Company’s common stock.  These RSUs will vest on the third year
anniversary of your hire date, provided you are employed by the Company on the
vesting date. The compensation committee will have the ability at its sole
discretion to accelerate this vesting schedule upon achievement of mutually
agreed performance targets.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    In the
event of a change of control1 of the Company, all stock
options and RSUs will vest immediately.  In the event your employment
is terminated, unvested stock options and RSUs will expire
immediately.

    


    In
addition to your compensation, you will be eligible to receive the benefits that
are offered to all full-time employees of the Company.  These benefits
are described in the enclosed materials.  We also have enclosed a copy
of the employee handbook, which describes the Company’s policies and procedures
that will govern certain aspects of your employment.  Please be sure
to review the handbook and sign and return the acknowledgement of receipt page
at the end of the handbook.

    


    We also
have enclosed a Confidentiality and Non-Disclosure Agreement that you will be
required to sign as a condition of your employment.  Please review,
sign and return the Confidentiality and Non-Disclosure Agreement.

    


    This
offer of employment, if not previously accepted by you, will expire seven (7)
days from the date of this letter, although additional time for consideration of
the offer can be made available if you find it necessary.  If you wish
to accept the offer, please sign in the space provided below and return it to me
within the prescribed time.

    


    The
Immigration Reform and Control Act of 1986 and the Illegal Immigration Reform
and Immigrant Responsibility Act of 1996 require that all employers obtain
documentation within the first three (3) days of an individual’s employment to
verify eligibility for employment in the United States.  Documentation
acceptable by the United States Citizenship and Immigration Services is listed
on the attached sheet.  To ensure compliance with the Acts, please
bring the original required document(s) on your first day of employment, if you
have not already done so.

    


    We
greatly look forward to having you join our Company and become a member of our
team.  However, we recognize that you retain the option, as does the
Company, of ending your employment with the Company at any time, with or without
notice and with or without cause.  As such, your employment with the
Company is at-will and neither this letter nor any other oral or written
representations may be considered a contract for any specific period of
time.

    

      
        


    

    
      1 For
purposes of this letter, a “change of control” means: (a) the acquisition by any
individual, entity, or group of beneficial ownership of fifty percent or more of
the combined voting power of the then outstanding voting securities of the
Company; or (b) as a result of a single transaction or a series of transactions
within a 12 month period, consummation of: (i) a merger or consolidation to
which the Company is a party if the stockholders of the Company immediately
before such merger or consolidation do not, as a result of such merger or
consolidation, own, directly or indirectly, more than 50% of the combined voting
power of the then outstanding voting securities of the entity resulting from
such merger or consolidation in substantially the same proportion as their
ownership of the combined voting power of the Company’s voting securities
outstanding immediately before such merger or consolidation; or (2) a
liquidation or dissolution or sale or other disposition of 50% or more of the
assets of the Company.  If the definition of “change in control”
conflicts with the definition of a “change in control” in the governing equity
documents, the definition in the equity documents shall
prevail.

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Should
you have any questions about starting with the Company, please do not hesitate
to contact me.

    


    Sincerely,

    CLARK
HOLDINGS INC.

    


    
      
        
          
            	
                    /s/ Gregory E. Burns

                  	 
      	 
      
	
                    Gregory
      E. Burns

                  	 
      	 
      
	
                    President
      & CEO

                  	 
      	 
      
	 
      	 
      	 
      
	
                    I
      agree to the terms of the employment set forth above

                  	 
      	 
      
	 
      	 
      	 
      
	
                    /s/ Kevan Bloomgren

                  	 
      	
                    4/20/2010

                  
	
                    Signature

                  	 
      	
                    Date

                  


          

        

      

    

    


    Enclosures