Exhibit 10.1
                                                                    ------------
                              EMPLOYMENT AGREEMENT

         This Employment Agreement (this "Agreement"), is made and entered into
as of this 1st day of February, 2004 and effective as of January 1, 2004 (the
"Effective Date"), by and between Clark Consulting, Inc. and/or its successors
("CC or the "Company and assigns"), a Delaware corporation, and Thomas M. Pyra,
a resident of Illinois (the "Employee").

                              W I T N E S S E T H:

         WHEREAS, CC is engaged in business in the State of Illinois and
throughout the United States; and

         WHEREAS, CC desires to continue to employ the Employee in the capacity
of Executive Vice President and Chief Operating Officer of the Company, upon the
terms and conditions hereinafter set forth.

         WHEREAS, the Employee serves as the Chief Operating Officer of Clark,
Inc., the parent of CC, in addition to his responsibilities as an employee of
CC; and

         WHEREAS, the Employee is willing to enter into this Agreement with
respect to his continued employment and services upon the terms and conditions
hereinafter set forth,

         NOW, THEREFORE, in consideration of the mutual covenants and
obligations contained herein, CC hereby continues to employ the Employee and the
Employee hereby accepts such continued employment upon the terms and conditions
hereinafter set forth:

         1. Term of Employment. The term of employment under this Agreement
shall commence on the Effective Date and shall extend through January 31, 2007.
Absent notice of termination (described below), commencing on February 1, 2007
and continuing on each subsequent February 1, the term of the Employee's
employment shall automatically be extended for an additional 12 months. To cause
the Employee's employment to terminate at the end of the original or an extended
term, either party, at least 90 days prior to such date, shall give written
notice to the other party that the Agreement will terminate.

         2. Duties of the Employee. The Employee agrees that during the term of
this Agreement, he will devote substantially all his full professional and
business-related time, skills and best efforts to the businesses of CC. The
Employee shall report to the Chief Executive Officer of CC. The Employee may
engage in personal investment activities provided such activities do not
interfere with the performance of his duties hereunder or violate the
noncompetition and confidential information provisions set forth herein. Nothing
herein, however, will prevent the Employee, (i) upon approval of the CEO of the
Company, from service as a director or trustee of other corporations or
businesses which are not in competition with the business of the Company or in
competition with any present or future affiliate of the Company, (ii) from
service on civic or charitable boards or committees, or (iii) from engaging in
personal, investment activities or advisory board activities; provided such
activities do not interfere with the performance of his duties hereunder or
violate the noncompetition and confidential

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information provisions set forth herein. Employee shall be indemnified to the
same extent as other directors and officers of CC.

         3. Compensation.

         (a)      Base Salary. CC shall pay the Employee an annual base salary
                  of Five Hundred Thousand Dollars ($500,000) per annum (or
                  fraction for portions of a year) ("Base Salary"). Such Base
                  Salary may be increased annually during the Employee's
                  employment with CC in accordance with the then current
                  standard salary administration guidelines of the Company. The
                  Employee's Base Salary shall be subject to all appropriate
                  federal and state withholding taxes and shall be payable in
                  accordance with the normal payroll procedures of CC.

         (b)      Annual Bonus. In addition to the Base Salary set forth in
                  Section 3(a) hereof, the Employee shall receive a target bonus
                  opportunity ("TBO") each year during his employment of up to
                  150% of Base Salary. The Annual Bonus shall be paid based upon
                  criteria set annually for the Company. The Annual Bonus shall
                  be subject to all appropriate federal and state withholding
                  taxes and shall be payable annually on or before March 15th of
                  the year following the year to which such bonus relates.

         4. Fringe Benefits. CC will provide the Executive such perquisites and
fringe benefits of employment as are commonly provided to other senior
executives of the Company and/or the Divisions. In addition to the foregoing, CC
will

         (a)      pay the Employee's annual membership dues for the athletic
                  club of his choice; and

         (b)      provide the Employee with the use of an automobile via an
                  automobile allowance in the amount of $2,000 per month which
                  will be adjusted annually by the change in the Consumer Price
                  Index.

         (c)      provide the Employee with personal financial planning and tax
                  preparation services currently provided by the Ayco Company.

The fringe benefits shall be subject to all appropriate withholding taxes in
accordance with the normal payroll procedures of the Company. The terms of this
Agreement shall not preclude the Employee from participating with other
employees of the Company in such fringe benefits or incentive compensation plans
as may be authorized and adopted from time to time by the Company; however, the
Employee must meet any and all eligibility provisions required under said fringe
benefits or incentive compensation plans as may be authorized and adopted from
time to time by the Company. The Employee may be granted such other fringe
benefits or perquisites as the Employee and the Company may from time to time
agree upon.

         5. Execu-flex. The Company has established the Clark Consulting
Execu-Flex Benefit Plan for certain key executives of the Company. For so long
as the Company maintains this Plan during the Employee's employment with the
Company under the terms of this Agreement, the Company will make a $15,000
annual contribution to the Execu-Flex plan on

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behalf of the Employee. The terms and conditions of the benefits in the
Execu-Flex Benefit Plan will be governed by the terms of the Execu-Flex Benefit
Plan document.

         6. Employee Benefits. The Employee and his eligible dependents shall be
eligible to participate in the employee benefit programs made available
generally to other employees of CC; as well as other executive benefit programs
that may be offered to officers of the Company, provided, however, that the
Employee and his eligible dependents must meet any and all eligibility
provisions required under such employee benefit programs. In addition, the
Employee will be eligible to participate in the Clark Consulting Deferred
Compensation Plan, or such similar successor Plan, if any, that is maintained by
the Company.

         7. Vacations. The Employee shall be entitled to the maximum level of
paid time off ("PTO") for employees under the Company's PTO Plan. The current
maximum is twenty-eight (28) days of paid time off ("PTO") during each full
calendar year of which the Employee may carry over up to thirty-three (33) days
of unused PTO to the next succeeding calendar year; provided, however, that at
no time may the Employee have accumulated more than thirty-three (33) days of
PTO. If the Company increases its maximum level of PTO under the terms of the
Company's PTO Plan during the term of this agreement, the Employee will be
entitled to receive the new maximum level, subject to the provisions of the PTO
Plan. PTO may be used by the Employee for vacation, personal time or for their
own illness or that of a family member who resides with him.

         8. Reimbursement of Expenses. CC recognizes that the Employee will
incur legitimate business expenses in the course of rendering services to CC
hereunder. Accordingly, CB shall reimburse the Employee, upon presentation of
receipts or other adequate documentation, for all necessary and reasonable
business expenses incurred by the Employee in the course of rendering services
to CC under this Agreement.

         9. Working Facilities. The Employee shall be furnished an office,
administrative assistance and such other facilities and services suitable to his
position and adequate for the performance of his duties ("Working Facilities"),
which shall be consistent with the reasonable policies of CC. The corporate
headquarters are located in North Barrington, Illinois.

         10. Termination. The employment relationship between the Employee and
CC created hereunder shall terminate before the expiration of the then current
terms upon the occurrence of any one of the following events:

         (a)      Death or Permanent Disability. The death or permanent
                  disability of the Employee. For the purpose of this Agreement,
                  "permanent disability" of the Employee shall mean "disability"
                  as defined under CC's long-term disability plan.

         (b)      Termination for Cause. The following events, actions or
                  inactions by the Employee shall constitute "Cause" for
                  termination of this Agreement:

                  (i)      Substantial failure of performance by the Employee
                           that is repeated or continued following thirty (30)
                           days' written notice to the Employee of such failure
                           to perform given by the CEO to the Employee;

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                  (ii)     Employee's failure to rectify any material breach or
                           perform any reasonable obligation of Employee under
                           this Agreement within 30 days after written notice of
                           such breach for failure to perform given by the CEO
                           to the Employee;

                  (iii)    any gross misconduct or gross negligence in the
                           performance of his duties that materially and
                           adversely affects CC;

                  (iv)     a material breach of the Intellectual Property and
                           Confidentiality Agreement with CC;

                  (v)      the intentional diversion of a financial opportunity
                           away from CC;

                  (vi)     the commission of an act of dishonesty or fraud that
                           is of a material nature and involves a material
                           breach of trust;

                  (vii)    the conviction of Employee for any felony or of a
                           crime involving moral turpitude.

         (c)      Constructive Termination. In the event of:

                  (i)      a material change or reduction in Employee's duties
                           or authority;

                  (ii)     a downward change in Employee's title to which the
                           Employee does not consent;

                  (iii)    a change to which Employee does not consent of the
                           principal location in which he is required to perform
                           his duties hereunder;

                  (iv)     a material reduction in (or a failure to pay or
                           provide) Employee's Earned Base Salary, Annual Bonus,
                           Benefits, PTO or Working Facilities other than as
                           permitted by this Agreement;

                  (v)      following a Change of Control (as defined in section
                           10(f) below), CC or its successor delivers to
                           Employee a notice of termination of the term of
                           employment or evergreen feature under Section 1; or

                  (vi)     any other material breach by the Company of this
                           Agreement.

         Employee shall have the right to terminate his employment and CC shall
         treat such termination in all respects as if it had been a termination
         of employment by CC with notice under Section 10(e).

         (d)      Termination by the Employee with Notice. The Employee may
                  terminate this Agreement at any time without liability to CC
                  arising from the resignation of the Employee upon ninety (90)
                  days' prior written notice to CC. CC retains the right after
                  proper notice of the Employee's voluntary termination to
                  require the Employee to cease his employment immediately;
                  provided, however, in such

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                  event, CC shall remain obligated to pay the Employee his
                  salary during the ninety (90) day notice period or the
                  remaining term of this Agreement, whichever is less. During
                  such ninety (90) day notice period, the Employee shall provide
                  such consulting services to CC as CC may reasonably request
                  and shall assist CC in training his successor and generally
                  preparing for an orderly transition.

         (e)      Termination by CC with Notice. CC may terminate this Agreement
                  at any time upon ninety (90) days' prior written notice to
                  Employee. CC retains the right after proper notice has been
                  given to the Employee to require the Employee to cease his
                  employment immediately; provided, however, in such event, CC
                  shall remain obligated to pay the Employee his salary during
                  the ninety (90) day notice period or the remaining term of
                  this Agreement, whichever is less. During such ninety (90) day
                  notice period, the Employee shall provide such consulting
                  services to CC as CC may reasonably request and shall assist
                  CC in training his successor and generally preparing for an
                  orderly transition.

         (f)      Termination due to Change in Control. If after a Change of
                  Control (as defined below), Employee terminates due to
                  Constructive Termination (as defined in Section 10(c) above)
                  or CC or its successor terminates the Employee for any reason
                  other than for Cause, Death or Disability, the Employee will
                  be entitled to Compensation Upon Termination as described in
                  11(f) below. CC will require any successor to all or
                  substantially all of its assets, to expressly assume and
                  perform this Agreement. For purposes of this Agreement, a
                  "Change in Control" shall be deemed to have occurred if:

                           (i) the Company becomes a subsidiary of another
                  corporation or entity or is merged or consolidated into
                  another corporation or entity or substantially all of the
                  assets of the Company are sold to another corporation or
                  entity; or

                           (ii) any person, corporation, partnership or other
                  entity, either alone or in conjunction with its "affiliates,"
                  as that term is defined in Rule 405 of the General Rules and
                  Regulations under the Securities Act of 1933, as amended, or
                  other group of persons, corporation, partnerships or other
                  entities who are not "affiliates" but who are acting in
                  concert, other than W.T. Wamberg or his family members or any
                  person, organization or entity that is controlled by W.T.
                  Wamberg or his family members, becomes the owner of record or
                  beneficially of securities of the Company that represent
                  thirty-three and one-third percent (33 1/3%) or more of the
                  combined voting power of the Company's then outstanding
                  securities entitled to elect Board of Directors of the
                  Company; or

                           (iii) the Board of Directors of the Company or a
                  committee thereof makes a determination in its reasonable
                  judgment that a "Change of Control" of the Company has taken
                  place.

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11. Compensation Upon Termination.

         (a)      General. Unless otherwise provided for herein, upon the
                  termination of the Employee's employment under this Agreement,
                  before the expiration of the current term, the Employee shall
                  be entitled to

                  (i)      the salary earned by him before the effective date of
                           termination, as provided in Section 3(a) hereof,
                           prorated on the basis of the number of full days of
                           service rendered by the Employee during the year to
                           the effective date of termination;

                  (ii)     any accrued, but unpaid, PTO (up to six (6) weeks);

                  (iii)    any authorized but unreimbursed business expenses;
                           and

                  (iv)     any benefits to which the Employee is entitled under
                           the employee benefit programs maintained by CC.

         The sum of the amounts described in clauses (i) through (iv) will be
         hereinafter referred to as the "Accrued Obligations." The Accrued
         Obligations under clauses (i) through (iii) will be paid to the
         Employee or his estate or beneficiary, as applicable, in a lump sum in
         cash within thirty (30) days of the date of termination. The Accrued
         Obligations under (iv) will be paid or provided pursuant to the terms
         of the employee benefits programs maintained by CC.

         (b)      Termination Because of Death or Permanent Disability. If the
                  Employee's employment hereunder terminates because of the
                  death or permanent disability of the Employee, the Employee
                  shall be entitled to the Accrued Obligations set forth in
                  Section 11(a) above, plus one year's base salary and the
                  Annual Bonus at full TBO for the calendar year of the
                  Employee's death, which shall be paid in the year following
                  the Employee's death in accordance with CC's customary
                  practices.

         (c)      Termination For Cause. If the employment relationship
                  hereunder is terminated by CC for cause (as defined in Section
                  10(b) hereof), the Employee shall not be entitled to any
                  amounts other than the Accrued Obligations.

         (d)      Resignation by the Employee with Notice. If the employment
                  relationship is terminated by the Employee with notice
                  pursuant to the provisions of Section 10(d) hereof, the
                  Employee shall be entitled to receive his Base Salary during
                  the ninety day notice period, plus the Accrued Obligations,
                  all to be paid when they would otherwise be due the Employee.

         (e)      Constructive Termination or Termination by CC without Cause.
                  In connection with a resignation by Employee due to his
                  Constructive Termination as described in Section 10(c) above,
                  or in connection with a termination of the Employee with
                  notice under Section 10(e), Employee shall be entitled to
                  receive

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                  (i)      his Base Salary during the ninety-day notice period
                           (which, in connection with a constructive termination
                           shall be measured from the date on which the event
                           causing constructive termination occurred); and

                  (ii)     his Base Salary for a one-year period commencing on
                           the later of the date of termination or the end of
                           the ninety-day notice period; and

                  (iii)    the Annual Bonus at full TBO for the calendar year of
                           the Employee's termination; and

                  (iv)     any Accrued Obligations as set forth in Section 11(a)
                           above.

         (f)      Termination due to Change in Control. In connection with any
                  termination by CC or its successor of the Employee or
                  termination by the Employee due to Change in Control as
                  described in Section 10(f) above, Employee shall, in addition
                  to receiving his Accrued Obligations, be entitled to receive
                  for a two-year period from the date of termination the sum of:

                  (i)      his then current Base Salary; plus

                  (ii)     for each of the two years, an amount equal to the
                           Annual Bonus at full TBO, prior to the Change of
                           Control. Such payments shall be paid as customary but
                           in no event, less frequently than monthly beginning
                           within 20 business days after the date of
                           termination.

         All amounts payable under this Section 11 will be reduced by any
         standard withholding and other authorized deductions and paid in
         accordance with the normal payroll practices of the Company.

         12. Noncompetition. During the Employee's employment with CC, and for
the time period set forth in Section 12(d) below, the Employee will not:

         (a)      Accept employment with or render services for compensation
                  (including without limitation, consultation or research) to,
                  or acquire any kind of ownership in, any person or entity
                  which is engaged in the design, development, marketing, sale
                  or support of any competitive product or service sold in the
                  United States if that relationship includes any
                  responsibilities whatsoever with respect to developing,
                  promoting, marketing, soliciting or selling any product or
                  service (including without limitation, any life insurance or
                  other insurance product or policy) to any corporation in any
                  state in which CC operates.

         (b)      Promote, market, solicit, or sell any product or service,
                  including without any limitation, any life insurance or other
                  insurance product or policy, similar to or competitive with CC
                  or any of its Divisions ("CC Programs") to any existing client
                  of CC or any corporation, healthcare, insurance carrier or
                  financial institution which, during the 13-month period prior
                  to the termination of Employee's employment by CC, is listed
                  as either a client, a prospect, or a

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                  courtesy prospect on the prospect databases maintained by the
                  Company or its Divisions.

         (c)      Induce or attempt to induce:

                  (i)      any purchaser of any CC Program to cancel, allow to
                           lapse, fail to renew or replace any CC Program;

                  (ii)     within the 13 month period following termination of
                           Employee's employment, any other employee or any
                           representative of CC to terminate or alter his, her,
                           or its relationship with CC;

                  (iii)    any insurance company to terminate or alter its
                           relationship with CC; or

                  (iv)     any banking association or other trade organization
                           to terminate or alter its relationship with CC.

         (d)      The noncompetition provisions described in sections 12(a),
                  12(b), and 12(c) shall apply as follows:

                  (i)      If CC terminates the Employee pursuant to Section
                           10(b) (for Cause) or the Employee terminates pursuant
                           to Section 10(d) (Termination by the Employee with
                           Notice), the noncompetition provisions in sections
                           12(a), 12(b) and 12(c) shall remain in effect for 12
                           months after the Employee's termination.

                  (ii)     If the Employee terminates employment pursuant to
                           Section 10(c) (for Constructive Termination), the
                           noncompetition provisions in Section 12(c) shall
                           remain in effect for 12 months after the Employee's
                           termination.

                  (iii)    If the Employee terminates employment or CC or its
                           successor terminates the Employee pursuant to Section
                           10(f) (for Change of Control), the noncompetition
                           provisions in sections 12(a), 12(b) and 12(c) shall
                           remain in effect for 24 months after the Employee's
                           termination.

         13. Confidential Information. Employee shall abide by the terms of CC's
standard Intellectual Property and Confidentiality Agreement, which is attached
hereto as Exhibit A.

         14. Termination of Existing Contract. The Employee is currently party
to an agreement with the Company dated October 30, 2001 (the "Existing
Contract") which is attached hereto as Exhibit B. The Company and the Employee
agree that on the effective date of this Agreement that the Existing Contract
will be terminated and that the terms of this Agreement will govern all aspects
of the Employee's employment with the Company.

         15. Property of CC. The Employee acknowledges that from time to time in
the course of providing services pursuant to this Agreement he shall have the
opportunity to inspect and use certain property, both tangible and intangible,
of CC and the Employee hereby agrees that such property shall remain the
exclusive property of CC, and the Employee shall have no

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right or proprietary interest in such property, whether tangible or intangible,
including, without limitation, the Employee's customer and supplier lists,
contract forms, books of account, computer programs and similar property.

         16. Equitable Relief. The Employee acknowledges that the services to be
rendered by him are of a special, unique, unusual, extraordinary, and
intellectual character, which gives them a peculiar value, and the loss of which
cannot reasonably or adequately be compensated in damages in an action at law,
and that a breach by him of any of the provisions contained in this Agreement
will cause CC irreparable injury and damage. The Employee further acknowledges
that he possesses unique skills, knowledge and ability and that competition by
him in violation of this Agreement or any other breach of the provisions of this
Agreement would be extremely detrimental to CC. By reason thereof, the Employee
agrees that CC shall be entitled, in addition to any other remedies it may have
under this Agreement or otherwise, to injunctive and other equitable relief to
prevent or curtail any breach of this Agreement by him.

         17. Successors Bound. This Agreement shall be binding upon CC and the
Employee, their respective heirs, executors, administrators or successors in
interest.

         18. Severability and Reformation. The parties hereto intend all
provisions of this Agreement to be enforced to the fullest extent permitted by
law. If, however, any provision of this Agreement is held to be illegal,
invalid, or unenforceable under present or future law, such provision shall be
fully severable, and this Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable provision were never a part hereof, and the
remaining provisions shall remain in full force and effect and shall not be
affected by the illegal, invalid, or unenforceable provision or by its
severance.

         19. Integrated Agreement. This Agreement constitutes the entire
Agreement between the parties hereto with regard to the subject matter hereof,
and there are no agreements, understandings, specific restrictions, warranties
or representations relating to said subject matter between the parties other
than those set forth herein or herein provided for. Any prior agreements between
the parties (whether oral or written) are hereby superseded in their entirety.

         20. Notices. All notices and other communications required or permitted
to be given hereunder shall be in writing and shall be deemed to have been duly
given if delivered personally, mailed by certified mail (return receipt
requested) or sent by overnight delivery service or facsimile transmission to
the parties at the following addresses or at such other addresses as shall be
specified by the parties by like notice:

                  If to CC:

                  Clark Consulting, Inc.
                  102 South Wynstone Park Drive
                  North Barrington, Illinois 60010
                  Attn:  Mr. W. T. Wamberg
                  Chief Executive Officer

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                  With a copy to:

                  Vedder, Price, Kaufman and Kammholz, P.C.
                  222 N. LaSalle Street
                  Chicago, Illinois  60601
                  Attn:  Lane Moyer, Esq.

                  If to Thomas M. Pyra:

                  22921 Fox Chase
                  Deer Park, Illinois 60010

         Notice so given shall, in the case of notice so given by mail, be
deemed to be given and received on the fourth calendar day after posting, in the
case of notice so given by overnight delivery service, on the date of actual
delivery and, in the case of notice so given by facsimile transmission or
personal delivery, on the date of actual transmission or, as the case may be,
personal delivery.

         21. Further Actions. Whether or not specifically required under the
terms of this Agreement, each party hereto shall execute and deliver such
documents and take such further actions as shall be necessary in order for such
party to perform all of his or its obligations specified herein or reasonably
implied from the terms hereof.

         22. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAW, AND NOT THE LAW OF CONFLICTS, OF THE STATE OF
ILLINOIS.

         23. Assignment. This Agreement is personal to the Employee and may not
be assigned in any way by the Employee without the prior written consent of CC.

         24. Counterparts. This Agreement may be executed in counterparts, each
of which will take effect as an original and all of which shall evidence one and
the same Agreement.

                            [signature page follows]


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         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.

                                        CLARK CONSULTING, INC.

                                        By: /s/ Tom Wamberg
                                           -------------------------------------
                                        W.T. Wamberg
                                        Chairman of the Board and
                                        Chief Executive Officer


                                        EMPLOYEE:

                                        /s/ Thomas M. Pyra
                                        ----------------------------------------
                                        Thomas M. Pyra


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