Unassociated Document


    EXHIBIT
10.2

    


    AGREEMENT FOR ADVISORY
SERVICES BY AND BETWEEN CLARK HOLDINGS, INC 

    AND EVEREST GROUP
INTERNATIONAL LLC

    


    This
Agreement for Advisory
Services (the "Agreement"), effective September 14, 2010 (the
“Effective Date”), is by and between Clark Holdings Inc., with
corporate offices at 121 New York Avenue, Trenton, NJ 08638 (hereinafter the
"Client", “you”, “your”, “its”, “Company”, or “them”), and Everest Group International
LLC, with an address at 600 Woodbrook Way, Lawrenceville, GA 30043
(hereinafter the "Advisor", “their”, “its”, or “EGI”), collectively hereinafter
“Party” or “the Parties”.

    


    WHEREAS, the Advisor is
willing to perform certain work hereinafter described in accordance with the
provisions of this Agreement;

    


    WHEREAS, the Client finds that
the Advisor is qualified to perform the work, all relevant factors considered,
and that such performance will be in furtherance of Client’s efforts to reduce
costs;

    


    NOW, THEREFORE, in
consideration of the mutual covenants set forth herein and intending to be
legally bound, the Parties hereto agree as follows:

    


    
      	
               
      

            	
              1.

            	
              ENGAGEMENT
      FOR SERVICES. The Client hereby engages the Advisor to undertake
      and perform the services (hereinafter “Engagement”) to
      include:

            


    

    


    
      	
               
      

            	
              a)

            	
              Larry
      Hughes to serve as Interim President and Chief Operating Officer of the
      Company focusing exclusively on cost reduction as part of the Client’s
      strategy to increase market
valuation;

            


    

    


    
      	
               
      

            	
              b)

            	
              Responding
      to specific requests of the CEO and Board of Directors of Client as
      mutually agreed; and

            


    

    


    
      	
               
      

            	
              c)

            	
              Providing
      other advisory services as mutually agreed by the Client and the
      Advisor.

            


    

    


    
      	
            	
              1.1

            	
              The
      Advisor hereby accepts the Engagement described in Paragraph 1 herein and
      agrees to provide these services in a timely
  manner.

            


    

     

    
      	
            	
              1.2

            	
              Larry
      Hughes, CEO of Everest Group International LLC, the Advisor, will be
      responsible for the overall Engagement. He may be assisted by other
      consultants employed by the Advisor, who may serve other clients of the
      Advisor on unrelated matters. Advisor will be an independent consultant
      paid on a Form 1099 basis and responsible for his own
    taxes.

            


    

    


    
      	
            	
              1.3

            	
              Advisor
      will report directly to Gregory Burns, the Chief Executive Officer of the
      Client, and will make recommendations to and consult with the Board of
      Directors of Clark Holdings Inc., or designee, as may be
      directed.

            


    

    


    
      
        	
                Client
      Initial _____________

              	 
      	
                Advisor
      Initial ____________

              


      

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
              Everest
      Group International LLC

            	
              Advisory
      Services Agreement

            


    

     

    
      	
            	
              1.4

            	
              Client
      shall provide EGI with such documents, reports and necessary information
      required for the performance of EGI’s duties hereunder as EGI may request.
      Client acknowledges and agrees that all such documents, reports and
      information shall be deemed to contain true, accurate and complete
      information and that EGI may so rely on such documents, reports and
      information without independently verifying the veracity
      thereof.

            


    

    


    
      	
            	
              1.5

            	
              It
      is agreed that the services to be rendered by Advisor may include
      analysis, preparation of projections, and other forward-looking
      statements, and numerous factors can affect the actual results, which may
      materially and adversely differ from those projections. In addition,
      Advisor will be relying on information provided by executives of the Company in
      the preparation of analysis, projections and other forward-looking
      statements. Advisor makes no representation or guarantee that an
      appropriate restructuring and cost reduction can be formulated, or is the
      best proper course of action. Advisor is not being requested to perform an
      audit.

            


    

    


    
      	
            	
              1.6

            	
              Advisor
      shall maintain in the strictest confidence all “Confidential Information”
      and shall not disclose such Confidential Information to any person or
      entity other than the Client or its affiliates.  Advisor shall
      limit access of Confidential Information to those of its employees who are
      on a need-to-know basis and who are assisting the Advisor in providing
      services to the Client hereunder. As soon as practicable following the
      Termination Date, or, if earlier, the Early Termination Date, the Advisor
      shall return to the Client or destroy all Confidential Information and all
      copies thereof.  “Confidential Information” shall mean any and
      all oral or written information and data which Advisor obtains from the
      Company concerning the Company’s business, operations, strategies and
      prospects including, without limitation, sales, costs, pricing, financial
      data, business, marketing and operational projections, plans and
      opportunities, identification of and lists of vendors and suppliers,
      business records and other books and records relating to the Company
      together with analyses, compilations, studies or other information
      prepared, developed or derived by Advisor in connection with its
      engagement hereunder.  Confidential Information does not include
      information which: (i) is or becomes generally available to the public
      other than as a result of any breach of this Agreement by Advisor; (ii)
      becomes available to Advisor on a nonconfidential basis from a source
      (other than the Company or any of its representatives) which has
      represented to Advisor that such source is entitled to disclose it; or
      (iii) was known to Advisor on a nonconfidential basis prior to its
      disclosure to Advisor by the Company or its representatives.  In
      the event that Advisor becomes legally compelled to disclose any of the
      Confidential Information, Advisor will advise the Company in writing as
      soon as possible so that the Company may seek a protective order or other
      appropriate remedy.  In the event that such protective order or
      other remedy is not obtained, Advisor will furnish only that portion of
      the Confidential Information which is legally required and will exercise
      its reasonable best efforts to ensure that confidential treatment will be
      accorded the Confidential
Information.

            


    

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            

 

    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    
 

    
      	
              Everest
      Group International LLC

            	
              Advisory
      Services Agreement

            


    

     

    
      	
            	
              1.7

            	
              The
      Client acknowledges that any information will be provided by Advisor as a
      tool to be used at the discretion of the Client. Advisor will not be
      responsible for any action taken by the Client in following or declining
      to follow any of Advisor’s advice or recommendations. The services
      provided by Advisor hereunder are for the sole benefit of the Client and
      its affiliates and not any other third
parties.

            


    

    


    
      	
            	
              1.8

            	
              EGI’s
      Engagement cannot be relied upon to disclose errors, irregularities,
      oversights, fraud or illegal acts that may exist. EGI may inform Client of
      any such matters that come to EGI’s
attention.

            


    

    


    
      	
            	
              1.9

            	
              Client
      acknowledges and agrees, and Client shall cause any Third Party to
      acknowledge and agree, that EGI is not providing any CPA, accounting, tax
      or similar services as a part of the
Engagement.

            


    

    


    
      	
            	
              1.10

            	
              Client
      acknowledges and agrees, and Client shall cause any Third Party to
      acknowledge and agree, that EGI does not guarantee any outcome with
      respect to this Engagement.

            


    

    


    
      	
               
      

            	
              2.

            	
              START
      DATE AND END DATE:  The Engagement shall commence and
      terminate as follows:

            


    

    


    
      	
               
      

            	
              a)

            	
              The
      term of the Advisor’s Engagement hereunder shall extend from September 14,
      2010 and continue through January 31, 2011 (the “Termination Date");
      and,

            


    

    


    
      	
               
      

            	
              b)

            	
              Subject
      to Section 22 herein (“Survival”), either Party may terminate the
      Advisor’s Engagement hereunder at any time by giving the other Party at
      least five (5) days’ prior written notice (“Early
      Termination”).  The date of termination is the date of written
      notice plus five (5) days (“Early Termination Date”). This Engagement may
      be terminated at any time by mutual
agreement.

            


    

    


    
      	
               
      

            	
              3.

            	
              PAYMENT,
      FEES, AND INVOICING TERMS:  The Client agrees to
      compensate the Advisor as follows:

            


    

    


    
      	
               
      

            	
              a)

            	
              The
      time required to complete the Services under this Engagement will be a
      function of several variables that are currently unknown. Advisor will be
      paid a fee in the amount of twenty-seven thousand U.S. Dollars
      ($27,000.00) per month on a monthly basis, prorated for partial months,
      with a month defined to be 20 working days. The daily rate will be one
      thousand three hundred fifty U.S. Dollars ($1,350.00). The Advisor will
      work at least an average of 40 hours per week for Client, subject to
      unpaid periods of vacation and disability, but is otherwise unrestricted
      as to non-Client activities. There shall be no premium for weekend
      work.

            


    

    


    
      	
               
      

            	
              b)

            	
              Client
      shall pay Advisor immediately upon receipt of invoice, a Retainer Fee in
      the amount of twenty-seven thousand U.S. Dollars ($27,000.00), to be held
      by Advisor until the end of the Engagement, when it will be applied
      against Advisor’s final billing and any credit immediately returned to
      Client.

            


    

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

    
      
 

      
        	
                Everest
      Group International LLC

              	
                Advisory
      Services Agreement

              


      

       

    

    
      	
               
      

            	
              c)

            	
              Advisor
      will have a success fee opportunity defined by Client as “10% of January
      increase over September adjusted EBITDA (adjusting for Oct. Warehouse
      consolidation)”. Additionally, as soon as practical following the
      Effective Date, and subject to formal grant by the Company’s compensation
      committee, Larry Hughes will be granted a five-year non-qualified option
      for the purchase of 20,000 shares of the Company’s common stock under the
      Company’s 2007 Long Term Incentive Plan with an exercise price of $1.25
      per share.  Such option shall fully vest on December 14, 2010,
      or earlier in the event of a change in control (as defined in the
      Company’s Long Term Incentive Plan) of the Company, provided that Advisor
      is engaged by the Company on such date or at the time of such change in
      control as the case may be.

            


    

    


    
      	
               
      

            	
              d)

            	
              Larry
      Hughes will not participate in Company benefits including health
      insurance, 401K program, paid vacation, or
  severance.

            


    

    


    
      	
               
      

            	
              e)

            	
              If
      Client requests that EGI be paid directly by a Third Party, Client shall
      nevertheless be responsible for such payments and hereby guarantees the
      prompt payment of any such amounts to
EGI.

            


    

    


    
      	
               
      

            	
              f)

            	
              Advisor
      will expense direct EGI administrative support per this Engagement, not to
      exceed $1,000 per month.

            


    

    


    
      	
               
      

            	
              g)

            	
              Advisor
      will expense to Client 50% of legal fees for review of this Engagement
      Agreement and consultation, up to a maximum of
  $2,000.00.

            


    

    


    
      	
            	
              3.1

            	
              Reimbursable
      Costs: Client shall reimburse the Advisor for all reasonable costs
      incurred in connection with the Services rendered. Reimbursable costs
      include, but are not limited to, travel costs, copies, delivery, and other
      costs and expenses attributable to the Services (the "Reimbursable
      Costs"). Travel costs are defined as air travel, ground transportation,
      lodging, meals, incidentals, and all other costs associated with travel.
      The Advisor shall provide to Client substantiation of Reimbursable Costs
      incurred. Payment is due within five (5) working days of expense report
      submittal, paid by separate check (not a wire transfer), and not included
      in Form 1099.

            


    

    


    
      	
            	
              3.2

            	
              Invoices:

            


    

    


    
      	
               
      

            	
              a)

            	
              The
      Advisor will submit to Client invoices each month for the prior month’s
      fees for payment by Client. Payment is due by wire transfer no later than
      the seventh calendar working day from the date the invoice is submitted by
      Advisor. Exhibit A
      includes the wire transfer details to be used for payment by the Client to
      Advisor under this Agreement;

            


    

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

    
      
 

      
        	
                Everest
      Group International LLC

              	
                Advisory
      Services Agreement

              


      

       

    

    
      	
               
      

            	
              b)

            	
              If
      Client has any valid reason for disputing any portion of an invoice,
      Client will so notify the Advisor within seven (7) calendar days of
      receipt of invoice by Client, and if no such notification is given, the
      invoice will be deemed valid.  The portion of the Advisor's
      invoice that is not in dispute shall be paid in accordance with the
      procedures set forth herein. Any successfully disputed amounts will be
      reconciled on the next subsequent invoice by Advisor;
  and,

            


    

    


    
      	
               
      

            	
              c)

            	
              A
      finance charge of one and one half percent (1.5%) per month on the unpaid
      amount of an invoice, or the maximum amount allowed by law, will be
      charged on past due accounts.  Payments by Client will
      thereafter be applied first to accrued interest and then to the principal
      unpaid balance.  Client shall pay any attorney fees, court
      costs, or other costs incurred in collection of delinquent
      accounts.

            


    

    


    
      
        	
              	
                3.3

              	
                Suspension
      of Work:  If payment is past due, the Advisor, at its
      sole discretion, may suspend work, without any liability whatsoever, and
      may pursue any other rights and remedies
  available.

              


      

    

    


    
      	
            	
              3.4

            	
              Early
      Termination:

            


    

    


    
      	
               
      

            	
              a)

            	
              In
      the event of Early Termination by the Client, the Advisor shall keep all
      payments for services rendered and Reimbursable Costs, and Client shall
      pay promptly any fees due to the Advisor and all Reimbursable Costs if
      there are any such costs incurred and unpaid by the Early Termination
      Date; and,

            


    

    


    
      	
               
      

            	
              b)

            	
              In
      the event of Early Termination by the Advisor, the Advisor shall return
      any net remaining balance of the Retainer, provide a full reconciliation
      of fees and Reimbursable Costs, and destroy, or return upon Client’s
      request, any confidential information pertaining to the Engagement. The
      Client shall promptly pay any fees due to Advisor and all Reimbursable
      Costs if there are any such costs incurred and unpaid by the Early
      Termination Date.

            


    

    


    
      	
               
      

            	
              4.

            	
              REPRESENTATION:
      NO REPRESENTATION, EXPRESS OR IMPLIED, AND NO WARRANTY (INCLUDING, WITHOUT
      LIMITATION, ANY EXPRESS OR IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR
      PURPOSE, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR OTHERWISE) OR
      GUARANTEE ARE INCLUDED OR INTENDED IN THIS AGREEMENT, OR IN ANY REPORT,
      OPINION, DELIVERABLE, WORK PRODUCT, DOCUMENT, OR OTHERWISE. FURTHERMORE,
      NO GUARANTEE IS MADE AS TO THE EFFICACY OR VALUE OF ANY SERVICES PERFORMED
      OR SOFTWARE MODEL DEVELOPED.

            


    

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

    
      
 

      
        	
                Everest
      Group International LLC

              	
                Advisory
      Services Agreement

              


      

       

    

    
      	
               
      

            	
              5.

            	
              COVENANT
      REGARDING HIRING OF EGI PROFESSIONALS: Client agrees to notify
      Advisor if it or its affiliates extend an offer of employment to a
      representative of Advisor that Client knows is working on this Engagement
      (hereinafter “Advisor Representative”). In recognition of the training
      time and other resources Advisor invests in the development of its
      representatives, in the building of relationships between clients and
      Advisor’s representatives, the loss of client billable time that is
      necessitated by the transition of client files from a departing
      representative to another representative, and the difficulty of placing a
      monetary value on these investments by Advisor, Client and its holdings
      further agrees that if they hire any Advisor Representative that they know
      is working on the Engagement up to twelve (12) months subsequent to the
      date of final invoice rendered by Advisor for this Engagement, Client will
      pay to Advisor a cash fee in the amount of U. S. Dollars fifty thousand
      ($50,000.00). Such cash fee shall be paid upon Client’s or its holdings’
      hiring of such Advisor Representative. This Agreement does not prohibit
      the Client or its holdings from making general solicitations for
      employment or from soliciting for employment any individuals who have
      ceased to be representative of
Advisor.

            


    

    


    
      	
               
      

            	
              6.

            	
              INDEMNIFICATION
      AND DIRECTOR AND OFFICERS LIABIILITY
  INSURANCE:

            


    

    


    
      	
               
      

            	
              a)

            	
              Concurrently
      herewith, Client and Larry Hughes shall enter into an indemnification
      agreement substantially in the form of Exhibit B
      annexed hereto.

            


    

     

    
      	
               
      

            	
              b)

            	
              The
      Company will provide D&O insurance coverage in the amount of no less
      than ten Million U.S. Dollars ($10 Million), along with written evidence
      to the Advisor that Larry Hughes is covered by such insurance.
      Furthermore, the Company will maintain such insurance coverage with
      respect to occurrences arising during the term of this Agreement for least
      three (3) years following the termination or expiration of this Agreement
      or will purchase a D&O extended reporting period or “tail” policy to
      cover Larry Hughes.

            


    

     

    
      	
               
      

            	
              c)

            	
              In
      the event the Company is unable to obtain D&O insurance, or fails to
      include Larry Hughes under the Company’s D&O policy, or at any time
      the face amount of the Company’s D&O insurance coverage is less than
      ten Million U.S. Dollars ($10 Million); or the Company does not have first
      dollar coverage in effect for at least ten Million U.S. Dollars ($10
      Million), then it is agreed that the Company will notify the Advisor and
      the Advisor will attempt to purchase a separate D&O policy, and that
      the cost of the same shall be invoiced to the Company as an out-of-pocket
      cash expense. If the Advisor is unable to purchase such D&O insurance,
      then the Advisor reserves the right to immediately terminate this
      Agreement.

            


    

    


    
      	
               
      

            	
              7.

            	
              INSECURITY
      AND ADEQUATE ASSURANCES: If reasonable grounds for insecurity arise
      with respect to Client’s ability to pay for the Services in a timely
      fashion, the Advisor may demand in writing adequate assurances of Client’s
      ability to meet its payment obligations under this Agreement. Unless
      Client provides the assurances in a reasonable time and manner acceptable
      to the Advisor, in addition to any other rights and remedies available,
      the Advisor may partially or totally suspend its performance while
      awaiting assurances, without any
liability.

            


    

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

    
      
 

      
        	
                Everest
      Group International LLC

              	
                Advisory
      Services Agreement

              


      

       

    

    
      	
               
      

            	
              8.

            	
              SEVERABILITY:  Should
      any part of this Agreement for any reason be declared invalid, such
      decision shall not affect the validity of any remaining provisions, which
      remaining provisions shall remain in full force and effect as if this
      Agreement had been executed with the invalid portion thereof eliminated,
      and it is hereby declared the intention of the parties that they would
      have executed the remaining portion of this Agreement without including
      any such part, parts, or portions which may, for any reason, be hereafter
      declared invalid. Any provision shall nevertheless remain in full force
      and effect in all other
circumstances.

            


    

    


    
      	
               
      

            	
              9.

            	
              MODIFICATION
      AND WAIVER:  Waiver of breach of this Agreement by either
      Party shall not be considered a waiver of any other subsequent
      breach.

            


    

    


    
      	
            	
              10.

            	
              INDEPENDENT
      CONTRACTOR:  The Advisor is an independent contractor of
      the Client.

            


    

    


    
      	
            	
              11.

            	
              NOTICES:  All
      notices or other communications hereunder shall be in writing, sent by
      courier or the fastest possible means, provided that recipient receives a
      manually signed copy and the transmission method is scheduled to deliver
      within forty eight (48) hours, and shall be deemed given when delivered to
      the address specified below or such other address as may be specified in a
      written notice in accordance with this
Section.

            


    

    


    
      
        
          	
                  If to the Client:

                	
                  If to the Advisor:

                
	
                  Clark
      Holdings, Inc.

                  ATTN:  Gregory
      E. Burns

                  373
      Park Avenue South, 6th
      Floor

                  New
      York, NY 10016

                	
                  Everest
      Group International LLC

                  ATTN:
      Larry Hughes

                  600
      Woodbrook Way

                  Lawrenceville,
      GA 30043

                


        

      

    

    


    Any Party
may, by notice given in accordance with this Section to the other Parties,
designate another address or person or entity for receipt of notices
hereunder.

    


    
      	
            	
              12.

            	
              ASSIGNMENT:  The
      Agreement is neither assignable nor transferable by the Client without the
      written consent of the Advisor. This Agreement is neither assignable nor
      transferable by the Advisor without the written consent of the
      Client.

            


    

    


    
      	
            	
              13.

            	
              SECTION
      HEADINGS:  Title and headings of sections of this
      Agreement are for convenience of reference only and shall not affect the
      construction of any provision of this
Agreement.

            


    

    


    
      	
            	
              14.

            	
              AUTHORIZATIONS
      AND COUNTERPARTS:  Each person executing this Agreement
      on behalf of a Party hereto represents and warrants that such person is
      duly and validly authorized to do so on behalf of such Party, with full
      right and authority to execute this Agreement and to bind such Party with
      respect to all of its obligations hereunder. This Agreement may be
      executed (by original or facsimile signature) in counterparts, each of
      which shall be deemed an original, but all of which taken together shall
      constitute but one and the same
instrument.

            


    

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

    
      
 

      
        	
                Everest
      Group International LLC

              	
                Advisory
      Services Agreement

              


      

       

    

    
      	
            	
              15.

            	
              RESIDUALS:
      Nothing in this Agreement or elsewhere will prohibit or limit the
      Advisor's ownership and use of ideas, concepts, know-how, methods, models,
      data, techniques, skill knowledge, and experience that were used,
      developed, or gained in connection with this Agreement. The Advisor and
      the Client shall each have the right to use all data collected or
      generated under this Agreement.

            


    

    


    
      	
            	
              16.

            	
              COOPERATION:
      Client and its Affiliates will cooperate with the Advisor in taking
      actions and executing documents, as appropriate, to achieve the objectives
      of this Agreement. Client agrees that the Advisor's performance is
      dependent on the timely and effective cooperation with the Advisor.
      Accordingly, Client acknowledges that any delay by Client or its
      Affiliates or its Representatives or Employees may result in the Advisor
      being released from an obligation or scheduled deadline or in Client
      having to pay extra fees for the Advisor to meet a specific obligation or
      deadline despite the delay.

            


    

    


    
      	
            	
              17.

            	
              GOVERNING
      LAW AND CONSTRUCTION: This Agreement will be governed by and
      construed in accordance with the laws of the State of Georgia, without
      regard to the principles of conflicts of law. The language of this
      Agreement shall be deemed to be the result of negotiation among the
      parties and respective counsel and shall not be construed strictly for or
      against any party.

            


    

    


    
      	
            	
              18.

            	
              ARBITRATION:  Any
      controversy, dispute or claim arising out of or related to this Agreement
      or breach of this Agreement shall be settled solely by confidential
      binding arbitration by a single arbitrator in accordance with the
      commercial arbitration rules of JAMS in effect at the time the arbitration
      commences.  The award of the arbitrator shall be final and
      binding.  No Party shall be entitled to, and the arbitrator is
      not authorized to, award legal fees, expert witness fees, or related costs
      of a party. The arbitration shall be held in Atlanta,
  GA.

            


    

    


    
      	
            	
              19.

            	
              ENTIRE
      AGREEMENT:  This Agreement, including any exhibits,
      states the entire Agreement between the parties and supersedes all
      previous contracts, proposals, oral or written, and all other
      communications between the parties respecting the subject matter hereof,
      and supersedes any and all prior understandings, representations,
      warranties, agreements, or contracts (whether oral or written) between the
      Client and the Advisor respecting the subject matter hereof. This
      Agreement may only be amended by an agreement in writing executed by the
      Parties hereto.

            


    

    


    
      	
            	
              20.

            	
              FORCE
      MAJEURE:  The Advisor shall not be responsible for delays
      or failures (including any delay by the Advisor to make progress in the
      prosecution of any Services) if such delay arises out of causes beyond its
      control. Such causes may include, but are not restricted to, acts of God,
      or of the public enemy, fires, floods, epidemics, riots, quarantine
      restrictions, strikes, freight embargoes, earthquakes, electrical outages,
      computer or communications failures, and severe weather, and acts or
      omissions of subcontractors or third
parties.

            


    

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

    
      
 

      
        	
                Everest
      Group International LLC

              	
                Advisory
      Services Agreement

              


      

       

    

    
      	
            	
              21.

            	
              USE
      BY THIRD PARTIES: Work performed by the Advisor pursuant to this
      Agreement is only for the purpose intended and may be misleading if used
      in another context.  Client agrees not to use any documents or
      work product produced under this Agreement for anything other than the
      intended purpose without the Advisor's written permission. This Agreement
      shall, therefore, not create any rights or benefits to parties other than
      to the Client and the Advisor.

            


    

    


    
      	
            	
              22.

            	
              SURVIVAL:  Sections
      1.6 and 3 through 22 survive the expiration or termination of this
      Agreement for any reason.

            


    

    


    
      
        	
              	
                23.

              	
                PUBLIC
      DISCLOSURES:   Prior
      to dissemination or filing, the Company will provide to Advisor and its
      counsel drafts of any  press release reportings and any SEC Form
      8-K filings disclosing the engagement of Advisor, or making any other
      reference to the Advisor, for Advisor’s approval.  Advisor will
      not unreasonably delay or withhold its approval of such press releases or
      Form 8-K filings.

              


      

    

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    

     

    
      
        
        

      

      
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    IN WITNESS WHEREOF, the
Parties hereto have duly executed this Agreement.

    


    
      
        
          
            
              
                
                  	
                          Client:

                        	 
      	
                          Advisor:

                        
	 
      	 
      	 
      
	
                          Clark
      Holdings, Inc.

                        	 
      	
                          Everest
      Group International, LLC

                        
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
                          By:
      Gregory Burns, CEO

                        	 
      	
                          By:
      Larry Hughes, CEO

                        
	 
      	 
      	 
      
	
                          Date:

                        	 
      	
                          Date:

                        
	 
      	 
      	 
      
	 
      	 
      	
                          September
      14,
2010

                        


                

              

            

          

        

      

    

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    

     

    
      
         


      

      
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              Everest
      Group International LLC

            	
              Advisory
      Services Agreement

            


    

      

    EXHIBIT
B

    


    INDEMNIFICATION
AGREEMENT

    This
Agreement, made and entered into effective as of the 14th day of
September, 2010 (“Agreement”), by and between Clark Holdings Inc., a Delaware
corporation (“Corporation”), and Larry Hughes (“Indemnitee”):

     

    WHEREAS,
highly competent persons recently have become more reluctant to serve as
directors, officers, or in other capacities of publicly held corporations and
other corporations that have non-employee investors among their stockholders or
conduct operations in regulated industries unless they are provided with better
protection from the risk of claims and actions against them arising out of their
services to and activities on behalf of such corporation; and

     

    WHEREAS,
the adoption of The Sarbanes-Oxley Act of 2002 and other laws, rules and
regulations being promulgated have increased the potential for liability of
officers and directors; and

     

    WHEREAS,
the Corporation has determined that the inability to attract and retain such
persons is detrimental to the best interests of the Corporation’s stockholders
and that such persons should be assured that they will have better protection in
the future; and

     

    WHEREAS,
it is reasonable, prudent and necessary for the Corporation to obligate itself
contractually to indemnify such persons to the fullest extent permitted by
applicable law so that such persons will serve or continue to serve the
Corporation free from undue concern that they will not be adequately
indemnified; and

     

    WHEREAS,
this Agreement is a supplement to and in furtherance of Article VII of the
By-laws of the Corporation, and Article EIGHTH of the Amended and Restated
Certificate of Incorporation of the Corporation, and any resolutions adopted
pursuant thereto and shall neither be deemed to be a substitute therefor nor
diminish or abrogate any rights of Indemnitee thereunder; and

     

    WHEREAS,
Indemnitee is willing to continue to serve and to take on additional service for
or on behalf of the Corporation on the condition that he or she be indemnified
according to the terms of this Agreement;

     

    NOW,
THEREFORE, in consideration of the premises and the covenants contained herein,
the Corporation and Indemnitee do hereby covenant and agree as
follows:

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    

     

    
      
         


      

      
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      Services Agreement

              


      

       

    

    1.            Definitions.  For
purposes of this Agreement:

     

    1.1           “Change
in Control” means a change in control of the Corporation occurring after the
date hereof of a nature that would be required to be reported in response to
Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item
on any similar schedule or form) promulgated under the Securities Exchange Act
of 1934, as amended (“Act”), whether or not the Corporation is then subject to
such reporting requirement provided, however, that, without limitation, such a
Change in Control shall be deemed to have occurred if after the date hereof (i)
any “person” (as such term is used in Sections 13(d) and 14(d) of the Act),
other than a person who is an officer or director of the Corporation on
September 14, 2010 (and any of such person’s affiliates), is or becomes
“beneficial owner” (as defined in Rule 13d-3 under the Act) directly or
indirectly, of securities of the Corporation representing 20% or more of the
combined voting power of the then outstanding securities of the Corporation
without the prior approval of at least two-thirds of the members of the Board in
office immediately prior to such person attaining such percentage interest; (ii)
the Corporation is a party to a merger, consolidation, sale of assets or other
reorganization, or a proxy contest, as a consequence of which members of the
Board of Directors (“Board”) in office immediately prior to such transaction or
event constitute less than a majority of the Board thereafter; or (iii) during
any period of two consecutive years, individuals who at the beginning of such
period constituted the Board (including for this purpose any new director whose
election or nomination for election by the Corporation’s stockholders was
approved by a vote of at least two-thirds of the directors then still in office
who were directors at the beginning of such period) cease for any reason to
constitute at least a majority of the Board.

     

    1.2           “Corporate
Status” means the status of a person who is or was a director, officer,
employee, agent or fiduciary of the Corporation or of any subsidiary of the
Corporation or any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise which such person is or was serving at
the request of the Corporation.

     

    1.3           “Disinterested
Director” means a director of the Corporation who is not and was not a party to
the Proceeding in respect of which indemnification is sought by
Indemnitee.

     

    1.4           “Expenses”
means all reasonable attorneys’ fees, retainers, court costs (including trial
and appeals), transcript costs, fees of experts, witness fees, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service fees, and all other disbursements or expenses of the types
customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, appealing, preparing to appeal, investigating, or being or
preparing to be a witness in a Proceeding.

     

    1.5           “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in
matters of corporation law and neither presently is, nor in the past five years
has been, retained to represent:  (i) the Corporation or Indemnitee in
any other matter material to either such party, or (ii) any other party to the
Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the foregoing, the term “Independent
Counsel” does not include any person who, under the applicable standards of
professional conduct then prevailing, would have a conflict of interest in
representing either the Corporation or Indemnitee in an action to determine
Indemnitee’s rights under this Agreement.  Except as provided in the
first sentence of Section 9.3 hereof, Independent Counsel shall be selected by
(a) the Disinterested Directors or (b) a committee of the Board consisting of
two or more Disinterested Directors or if (a) and (b) above are not possible,
then by a majority of the full Board.

     

    1.6           “Proceeding”
means any action, suit, arbitration, alternate dispute resolution mechanism,
investigation, administrative hearing or any other proceeding, whether civil,
criminal, administrative or investigative, except one initiated by an Indemnitee
pursuant to Section 11 of this Agreement to enforce his rights under this
Agreement.

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    

     

    
      
         


      

      
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    2.           Services by
Indemnitee.

     

    Indemnitee
agrees to continue to serve as a director, officer or employee of the
Corporation or one or more of its subsidiaries.  Indemnitee may at any
time and for any reason resign from such position (subject to any other
contractual obligation or any obligation imposed by operation of
law).

     

    3.           Indemnification -
General.

     

    The
Corporation shall indemnify, and advance Expenses to, Indemnitee as provided in
this Agreement to the fullest extent permitted by applicable law in effect on
the date hereof and to such greater extent as applicable law may thereafter from
time to time permit.  The rights of Indemnitee provided under the
preceding sentence shall include, but not be limited to, the rights set forth in
the other Sections of this Agreement.

     

    4.           Proceedings Other Than
Proceedings by or in the Right of the Corporation.

     

    Indemnitee
shall be entitled to the rights of indemnification provided in this Section if,
by reason of his Corporate Status, he was or is threatened to be made, a party
to any threatened, pending or completed Proceeding, other than a Proceeding by
or in the right of the Corporation.  Pursuant to this Section,
Indemnitee shall be indemnified against Expenses, judgments, penalties, fines
and amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with any such Proceeding or any claim, issue or matter
therein, if he acted in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the Corporation, and, with respect to
any criminal Proceeding, had no reasonable cause to believe his conduct was
unlawful.

     

    5.           Proceedings by or in the
Right of the Corporation.

     

    Indemnitee
shall be entitled to the rights of indemnification provided in this Section if,
by reason of his Corporate Status, he is, was or is threatened to be made, a
party to any threatened, pending or completed Proceeding brought by or in the
right of the Corporation to procure a judgment in its favor.  Pursuant
to this Section, Indemnitee shall be indemnified against Expenses and amounts
paid in settlement (such settlement amounts not to exceed, in the judgment of
the Board, the estimated expense of litigating the Proceeding to conclusion)
actually and reasonably incurred by him or on his behalf in connection with any
such Proceeding if he or she acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Corporation.  Notwithstanding the foregoing, no indemnification
against such Expenses or amounts paid in settlement shall be made in respect of
any claim, issue or matter in any such Proceeding as to which Indemnitee has
been adjudged to be liable to the Corporation if applicable law prohibits such
indemnification unless the court in which such Proceeding shall have been
brought, was brought or is pending, shall determine that indemnification against
Expenses or amounts paid in settlement may nevertheless be made by the
Corporation.

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    
 

    
      
         


      

      
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    6.           Indemnification for Expenses
of Party Who is Wholly or Partly Successful.

     

    Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of his Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, he or she shall be indemnified against all
Expenses (and, when eligible hereunder, amounts paid in settlement) actually and
reasonably incurred by him or on his behalf in connection
therewith.  If Indemnitee is not wholly successful in such Proceeding
but is successful, on the merits or otherwise, as to one or more but less than
all claims, issues or matters in such Proceeding, the Corporation shall
indemnify Indemnitee against all Expenses (and, when eligible hereunder, amounts
paid in settlement) actually and reasonably incurred by him or on his behalf in
connection with each successfully resolved claim, issue or
matter.  For purposes of this Section, the term “successful, on the
merits or otherwise,” includes, but is not limited to, (i) any termination,
withdrawal, or dismissal (with or without prejudice) of any Proceeding against
the Indemnitee without any express finding of liability or guilt against him,
and (ii) the expiration of 90 days after the making of any claim or threat of a
Proceeding without the institution of the same and without any promise or
payment made to induce a settlement.

     

    7.           Indemnification for Expenses
as a Witness.

     

    Notwithstanding
any other provision of this Agreement, to the extent that Indemnitee is, by
reason of his Corporate Status, a witness in any Proceeding, he shall be
indemnified against all Expenses actually and reasonably incurred by him on his
behalf in connection therewith.

     

    8.           Advancement of Expenses and
Other Amounts.

     

    The
Corporation shall advance all Expenses, judgments, penalties, fines and, when
eligible hereunder, amounts paid in settlement, incurred by or on behalf of
Indemnitee in connection with any Proceeding within thirty (30) days after the
receipt by the Corporation of a statement or statements from Indemnitee
requesting such advance or advances from time to time, whether prior to or after
final disposition of such Proceeding.  Such statement or statements
shall reasonably evidence the Expenses, judgments, penalties, fines and amounts
paid in settlement, incurred by Indemnitee and shall include or be preceded or
accompanied by an agreement by or on behalf of Indemnitee to repay any Expenses,
judgments, penalties, fines and amounts paid in settlement advanced if it shall
ultimately be determined that Indemnitee is not entitled to be indemnified
against such Expenses, judgments, penalties, fines and, when eligible hereunder,
amounts paid in settlement.

     

    9.           Procedure for Determination
of Entitlement to Indemnification.

     

    9.1           To
obtain indemnification under this Agreement in connection with any Proceeding,
and for the duration thereof, Indemnitee shall submit to the Corporation a
written request, including therein or therewith such documentation and
information as is reasonably available to Indemnitee and is reasonably necessary
to determine whether and to what extent Indemnitee is entitled to
indemnification.  The Secretary of the Corporation shall, promptly
upon receipt of any such request for indemnification, advise the Board in
writing that Indemnitee has requested indemnification.

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    
 

    
      
         


      

      
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    9.2           Upon
written request by Indemnitee for indemnification pursuant to Section 9.1
hereof, a determination, if required by applicable law, with respect to
Indemnitee’s entitlement thereto shall be made in such case:  (i) if a
Change in Control shall have occurred, by Independent Counsel (unless Indemnitee
shall request that such determination be made by the Board or the stockholders,
in which case in the manner provided for in clauses (ii) or (iii) of this
Section 9.2) in a written opinion to the Board, a copy of which shall be
delivered to Indemnitee; (ii) if a Change of Control shall not have occurred,
(A) by the Board by a majority vote of a quorum consisting of Disinterested
Directors, or (B) if a quorum of the Board consisting of Disinterested Directors
is not obtainable, by a majority of a committee of the Board consisting of two
or more Disinterested Directors, or (C) by Independent Counsel in a written
opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D)
by the stockholders of the Corporation, by a majority vote of a quorum
consisting of stockholders who are not parties to the proceeding, or if no such
quorum is obtainable, by a majority vote of stockholders who are not parties to
such proceeding; or (iii) as provided in Section 10.2 of this
Agreement.  If it is so determined that Indemnitee is entitled to
indemnification, payment to Indemnitee shall be made within ten (10) days after
such determination.  Indemnitee shall cooperate with the person,
persons or entity making such determination with respect to Indemnitee’s
entitlement to indemnification, including providing to such person, persons or
entity upon reasonable advance request any documentation or information which is
not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such
determination.  Any costs or expenses (including attorneys’ fees and
disbursements) incurred by Indemnitee in so cooperating with the person, persons
or entity making such determination shall be borne by the Corporation
(irrespective of the determination as to Indemnitee’s entitlement to
indemnification) and the Corporation hereby indemnifies and agrees to hold
Indemnitee harmless therefrom.

     

    9.3           If
a Change of Control shall have occurred, Independent Counsel shall be selected
by Indemnitee (unless Indemnitee shall request that such selection be made by
the Board), and Indemnitee shall give written notice to the Corporation advising
it of the identity of Independent Counsel so selected.  In either
event, Indemnitee or the Corporation, as the case may be, may, within seven days
after such written notice of selection shall have been given, deliver to the
Corporation or to Indemnitee, as the case may be, a written objection to such
selection.  Such objection may be asserted only on the ground that
Independent Counsel so selected does not meet the requirements of “Independent
Counsel” as defined in Section 1 of this Agreement, and the objection shall set
forth with particularity the factual basis of such assertion.  If such
written objection is made, Independent Counsel so selected may not serve as
Independent Counsel unless and until a court has determined that such objection
is without merit. If, within 20 days after submission by Indemnitee of a written
request for indemnification pursuant to Section 9.1 hereof, no Independent
Counsel shall have been selected and not objected to, either the Corporation or
Indemnitee may petition the Court of Chancery of the State of Delaware or other
court of competent jurisdiction, for resolution of any objection which has been
made by the Corporation or Indemnitee to the other’s selection of Independent
Counsel and/or for the appointment as Independent Counsel of a person selected
by such court or by such other person as such court shall designate, and the
person with respect to whom an objection is so resolved or the person so
appointed shall act as Independent Counsel under Section 9.2 hereof. The
Corporation shall pay any and all reasonable fees and expenses of Independent
Counsel incurred by such Independent Counsel in connection with its actions
pursuant to this Agreement, and the Corporation shall pay all reasonable fees
and expenses incident to the procedures of this Section 9.3, regardless of the
manner in which such Independent Counsel was selected or
appointed.  Upon the due commencement date of any judicial proceeding
pursuant to Section 11.1(iii) of this Agreement, Independent Counsel shall be
discharged and relieved of any further responsibility in such capacity (subject
to the applicable standards of professional conduct then
prevailing).

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    
 

    
      
         


      

      
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    10.          Presumptions and Effects of
Certain Proceedings.

     

    10.1         In
making a determination with respect to entitlement to indemnification hereunder,
the person or persons or entity making such determination shall presume that
Indemnitee is entitled to indemnification under this Agreement if Indemnitee has
submitted a request for indemnification in accordance with Section 9.1 of this
Agreement, and the Corporation shall have the burden of proof to overcome that
presumption by clear and convincing evidence in connection with the making by
any person, persons or entity of any determination contrary to that
presumption.

     

    10.2         If
the person, persons or entity empowered or selected under Section 9 of this
Agreement to determine whether Indemnitee is entitled to indemnification shall
not have made a determination within thirty (30) days after receipt by the
Corporation of the request therefor, the requisite determination of entitlement
to indemnification shall be deemed to have been made and Indemnitee shall be
entitled to such indemnification, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) prohibition of such indemnification under applicable
law; provided, however, that such 30-day period may be extended for a reasonable
time, not to exceed an additional thirty (30) days, if the person, persons or
entity making the determination with respect to entitlement to indemnification
in good faith require(s) such additional time for the obtaining or evaluating of
documentation and/or information relating thereto; and provided, further,
however, that the foregoing provisions of this Section 10.2 shall not apply (i)
if the determination of entitlement to indemnification is to be made by the
stockholders pursuant to Section 9.2 of this Agreement and if (A) within 15 days
after receipt by the Corporation of the request for such determination the Board
has resolved to submit such determination to the stockholders for their
consideration at an annual meeting thereof to be held within 75 days after such
receipt and such determination is made thereat, or (B) a special meeting of
stockholders is called within 15 days after such receipt for the purpose of
making such determination, such meeting is held for such purpose within 60 days
after having been so called and such determination is made thereat, or (ii) if
the determination of entitlement to indemnification is to be made by Independent
Counsel pursuant to Section 9.2 of this Agreement.  In connection with
each meeting at which a stockholder determination will be made, the Corporation
shall solicit proxies that expressly include a proposal to indemnify or
reimburse the Indemnitee.  The Corporation shall afford the Indemnitee
ample opportunity to present evidence of the facts upon which the Indemnitee
relies for indemnification in any Corporation proxy statement relating to such
shareholder determination.  Subject to the fiduciary duties of its
members under applicable law, the Board will not recommend against
indemnification or reimbursement in any proxy statement relating to the proposal
to indemnify or reimburse the Indemnitee.

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    
 

    
      
         


      

      
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    10.3          The
termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to indemnification
or create a presumption that Indemnitee did not act in good faith and in a
manner which he or she reasonably believed to be in or not opposed to the best
interests of the Corporation or, with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his conduct was
unlawful.

     

    10.4         Reliance as Safe
Harbor.  For purposes of this Agreement, the Indemnitee shall
be deemed to have acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the Corporation, or, with respect
to any criminal Proceeding, to have had no reasonable cause to believe his
conduct was unlawful, if his action is based on (i) the records or books of
account of the Corporation, or another enterprise, including financial
statements, (ii) information supplied to him by the officers of the Corporation
or another enterprise in the course of their duties, (iii) the advice of legal
counsel for the Corporation or another enterprise, or of an independent
certified public accountant or an appraiser or other expert selected with
reasonable care by the Corporation or another enterprise.  The term
“another enterprise” as used in this Section shall mean any other corporation or
any partnership, joint venture, trust, employee benefit plan or other enterprise
of which the Indemnitee is or was serving at the request of the Corporation as a
director, officer, partner, trustee, employee or agent.  The
provisions of this Section shall not be deemed to be exclusive or to limit in
any way the other circumstances in which the Indemnitee may be deemed to have
met the applicable standard of conduct set forth herein. Whether or not the
foregoing provisions of this Section 10.4 are satisfied, it shall in any event
be presumed that Indemnitee has at all times acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
Corporation, or, with respect to any criminal Proceeding, to have had no
reasonable cause to believe Indemnitee’s conduct was unlawful. Anyone seeking to
overcome this presumption shall have the burden of proof and the burden of
persuasion by clear and convincing evidence.

     

    11.          Remedies of
Indemnitee.

     

    11.1           In
the event that (i) a determination is made pursuant to Section 9 of this
Agreement that Indemnitee is not entitled to indemnification under this
Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8
of this Agreement, (iii) the determination of indemnification is to be made by
Independent Counsel pursuant to Section 9.2 of this Agreement and such
determination shall not have been made and delivered in a written opinion within
30 days after receipt by the Corporation of the request for indemnification,
(iv) payment of indemnification is not made pursuant to Section 7 of this
Agreement within thirty (30) days after receipt by the Corporation of a written
request therefor, or (v) payment of indemnification is not made within thirty
(30) days after a determination has been made that Indemnitee is entitled to
indemnification or such determination is deemed to have been made pursuant to
Section 9 or 10 of this Agreement, Indemnitee shall be entitled to an
adjudication in an appropriate court of the State of Delaware, or in any other
court of competent jurisdiction, of his entitlement to such indemnification or
advancement of Expenses, judgments, penalties, fines or, when eligible
hereunder, amounts paid in settlement.  The Corporation shall not
oppose Indemnitee’s right to seek any such adjudication.

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    
 

    
      
         


      

      
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    11.2         In
the event that a determination shall have been made pursuant to Section 9 of
this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section shall be conducted in all respects
as a de novo trial on the merits and Indemnitee shall not be prejudiced by
reason of that adverse determination.

     

    11.3         If
a determination shall have been made or deemed to have been made pursuant to
Section 9 or 10 of this Agreement that Indemnitee is entitled to
indemnification, the Corporation shall be bound by such determination in any
judicial proceeding commenced pursuant to this Section, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in
connection with the request for indemnification, or (ii) prohibition of such
indemnification under applicable law.

     

    11.4         The
Corporation shall be precluded from asserting in any judicial
proceeding  commenced pursuant to this Section that the procedures and
presumptions of this Agreement are not valid, binding and enforceable and shall
stipulate in any such court that the Corporation is bound by all the provisions
of this Agreement.

     

    11.5         In
the event that Indemnitee, pursuant to this Section, seeks a judicial
adjudication of his or her rights under, or to recover damages for breach of,
this Agreement, Indemnitee shall be entitled to recover from the Corporation,
and shall be indemnified by the Corporation against, any and all expenses (of
the kinds described in the definition of Expenses) actually and reasonably
incurred by him or her in such judicial adjudication, but only if he or she
prevails therein.  If it shall be determined in such judicial
adjudication that Indemnitee is entitled to receive less than all of the
indemnification or advancement of expenses sought, the expenses incurred by
Indemnitee in connection with such judicial adjudication shall be appropriately
prorated.

     

    12.          Procedure Regarding
Indemnification.

     

    With
respect to any Proceedings, the Indemnitee, prior to taking any action with
respect to such Proceeding, shall consult with the Corporation as to the
procedure to be followed in defending, settling, or compromising the Proceeding
and may not consent to any settlement or compromise of the Proceeding without
the written consent of the Corporation (which consent may not be unreasonably
withheld or delayed).  The Corporation shall be entitled to
participate in defending, settling or compromising any Proceeding and to assume
the defense of such Proceeding with counsel of its choice and shall assume such
defense if requested by the Indemnitee.  Notwithstanding the election
by, or obligation of, the Corporation to assume the defense of a Proceeding, the
Indemnitee shall have the right to participate in the defense of such Proceeding
and to employ counsel of Indemnitee’s choice, but the fees and expenses of such
counsel shall be at the expense of the Indemnitee unless (i) the employment of
such counsel has been authorized in writing by the Company, or (ii) the
Indemnitee has reasonably concluded that there may be defenses available to him
or her which are different from or additional to those available to the
Corporation (in which latter case the Corporation shall not have the right to
direct the defense of such Proceeding on behalf of the Indemnitee), in either of
which events the fees and expenses of not more than one additional firm of
attorneys selected by the Indemnitee shall be borne by the
Corporation.  If the Corporation assumes the defense of a Proceeding,
then counsel for the Corporation and Indemnitee shall keep Indemnitee reasonably
informed of the status of the Proceeding and promptly send to Indemnitee copies
of all documents filed or produced in the Proceeding, and the Corporation shall
not compromise or settle any such Proceeding without the written consent of the
Indemnitee (which consent may not be unreasonably withheld or delayed) if the
relief provided shall be other than monetary damages and shall promptly notify
the Indemnitee of any settlement and the amount thereof.

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    
 

    
      
         


      

      
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                Advisory
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              13.

            	
              Non-Exclusivity;
      Survival of Rights; Insurance; Subrogation;
      Contribution.

            


    

     

    13.1         The
rights of indemnification and to receive advancement of Expenses as provided by
this Agreement shall not be deemed exclusive of any other rights to which
Indemnitee may at any time be entitled under applicable law, the certificate of
incorporation or by-laws of the Corporation, any agreement, a vote of
stockholders or a resolution of directors, or otherwise.  No
amendment, alteration or repeal of this Agreement or any provision hereof shall
be effective as to any Indemnitee with respect to any action taken or omitted by
such Indemnitee in his Corporate Status prior to such amendment, alteration or
repeal.

     

    13.2         To
the extent that the Corporation maintains an insurance policy or policies
providing liability insurance for directors, officers, employees, agents or
fiduciaries of the Corporation or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which such person
serves at the request of the Corporation, Indemnitee shall be covered by such
policy or policies in accordance with its or their terms to the maximum extent
of the coverage available for any such director, officer, employee, agent or
fiduciary under such policy or policies.

     

    13.3         In
the event of any payment under this Agreement, the Corporation shall be
subrogated to the extent of such payment to all of the rights of recovery of
Indemnitee, who shall execute all papers required and take all action necessary
to secure such rights, including execution of such documents as are reasonably
necessary to enable the Corporation to bring suit to enforce such
rights.

     

    13.4         The
Corporation shall not be liable under this Agreement to make any payment of
amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee
has otherwise actually received such payment under any insurance policy,
contract, agreement or otherwise.

     

    13.5         (a)           If
a determination is made that Indemnitee is not entitled to indemnification,
after Indemnitee submits a written request therefor, under this Agreement, then
in respect of any threatened, pending or completed Proceeding in which the
Corporation is jointly liability with the Indemnitee (or would be if joined in
such Proceeding), the Corporation shall contribute to the amount of Expenses,
judgments, fines and amounts paid in settlement by the Indemnitee in such
proportion as is appropriate to reflect (i) the relative benefits received by
the Corporation on the one hand and the Indemnitee on the other hand from the
transaction from which Proceeding arose, and (ii) the relative fault of the
Corporation on the one hand and of the Indemnitee on the other hand in
connection with the events that resulted in such Expenses, judgments, fines or
amounts paid in settlement, as well as any other relevant equitable
considerations.  The relative fault of the Corporation on the one hand
and of the Indemnitee on the other hand shall be determined by reference to,
among other things, the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent the circumstances resulting in
such Expenses, judgments, fines or amounts paid in settlement.  The
Corporation agrees that it would not be just and equitable if contribution
pursuant to this Section were determined by pro rata allocation or any other
method of allocation that does not take into account the foregoing equitable
considerations.

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    
 

    
      
         


      

      
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    (b)          The
determination as to the amount of the contribution, if any, shall be made
by:

     

    (i)           a
court of competent jurisdiction upon the applicable of both the Indemnitee and
the Corporation (if the Proceeding had been brought in, and final determination
had been rendered by such court);

     

    (ii)          the
Board by a majority vote of a quorum consisting of Disinterested Directors;
or

     

    (iii)         Independent
Counsel, if a quorum is not obtainable for purpose of (ii) above, or, even if
obtainable, a quorum of Disinterested Directors so directs.

     

    14.          Duration of
Agreement.

     

    This
Agreement shall continue until and terminate upon the later of: (a) ten (10)
years after the date that Indemnitee shall have ceased to serve as a director of
the Corporation, or (b) the final termination of all pending Proceedings in
respect of which Indemnitee is granted rights of indemnification or advancement
of Expenses, judgments, penalties, fines or amounts paid in settlement hereunder
and or any proceeding commenced by Indemnitee pursuant to Section 11 of this
Agreement.  This Agreement shall be binding upon the Corporation and
its successors and assigns and shall inure to the benefit of Indemnitee and his
spouse, heirs, executors, personal representatives and
administrators.

     

    15.          Severability.

     

    If any
provision or provisions of this Agreement shall be held to be invalid, illegal
or unenforceable for any reason whatsoever:  (a) the validity,
legality and enforceability of the remaining provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that
is not itself invalid, illegal or unenforceable) shall not in any way be
affected or impaired thereby; and (b) to the fullest extent possible, the
provisions of this Agreement (including, without limitation, each portion of any
Section of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall be construed so as to give effect to the intent manifested by the
provision held invalid, illegal or unenforceable.

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            

   

    
      
        
        

      

      
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    16.          Entire
Agreement.


    This
Agreement constitutes the entire agreement between the Corporation and the
Indemnitee with respect to the subject matter hereof and supercedes all prior
agreements, understanding, negotiations and discussion, both written and oral,
between the parties hereto with respect to such subject matter (the “Prior
Agreements”); provided, however, that if this Agreement shall ever be held void
or unenforceable for any reasons whatsoever, and is not reformed pursuant to
Section 15 hereof, then (i) this Agreement shall not be deemed to have
superceded any Prior Agreements; (ii) all of such Prior Agreements shall be
deemed to be in full force and effect notwithstanding the execution of this
Agreement; and (iii) the Indemnitee shall be entitled to maximum indemnification
benefits provided under any Prior Agreements, as well as those provided under
applicable law, the certificate of incorporation or by-laws of the Corporation,
a vote of stockholders or resolution of directors.

     

    17.          Exception to Right of
Indemnification or Advancement of Expenses.

     

    Except as
provided in Section 11.5, Indemnitee shall not be entitled to indemnification or
advancement of Expenses under this Agreement with respect to any Proceeding, or
any claim therein, brought or made by him against the Corporation.

     

    18.          Covenant Not to Sue;
Limitation of Actions; Release of Claims.

     

    No legal
action shall be brought and no cause of action shall be asserted by or on behalf
of the Corporation (or any of its subsidiaries) against the Indemnitee, his
spouse, heirs, executors, personal representatives or administrators after the
expiration of two (2) years from the date of accrual of such cause of action and
any claim or cause of action of the Corporation (or any of its subsidiaries)
shall be extinguished and deemed released unless asserted by the filing of a
legal action within such two (2) year period; provided, however, that if any
shorter period of limitation is otherwise applicable to any such cause of
action, such shorter period shall govern.

     

    19.          Identical
Counterparts.

     

    This
Agreement may be executed in one or more counterparts, each of which shall for
all purposes be deemed to be an original but all of which together shall
constitute one and the same Agreement.

     

    20.          Headings.

     

    The
headings of the paragraphs of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the
construction thereof.

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    
 

    
      
         


      

      
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    21.          Modification and
Waiver.

     

    No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by both of the parties hereto.  No waiver of any
of the provisions of this Agreement shall be deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.

     

    22.          Notice by
Indemnitee.

     

    Indemnitee
agrees promptly to notify the Corporation in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information or other
document relating any Proceeding or matter which may be subject to
indemnification or advancement of Expenses, judgments, penalties, fines or
amounts paid in settlement covered hereunder.

     

    23.          Notices.

     

    All
notices, requests, demands and other communications hereunder shall be in
writing and shall be deemed to have been duly given if (i) delivered by hand and
receipted for by the party to whom such notice or other communication shall have
been directed, or (ii) mailed by certified or registered mail with postage
prepaid, on the third business day after the date on which it is so
mailed:

     

    If to
Indemnitee, to:

     

    [The
address indicated below Indemnitee’s signature on the signature page
hereto]

    


    If to the
Corporation, to:

    


    Clark Holdings Inc.

    121 NewYork Avenue

    Hillside
Ave. Building

    Trenton,
New Jersey 08638

    Attention:  Chief Executive
Officer

     

    or to
such other address or such other person as Indemnitee or the Corporation shall
designate in writing in accordance with this Section, except that notices
regarding changes in notices shall be effective only upon receipt.

     

    24.          Governing
Law.

     

    The
parties agree that this Agreement shall be governed by, and construed and
enforced in accordance with, the laws of the State of Delaware applicable to
contracts made and performed in that state without giving effect to the
principles of conflicts of laws.

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    
 

    
      
         


      

      
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      Services Agreement

              


      

       

    

    25.          Miscellaneous.

     

    Use of
the masculine pronoun shall be deemed to include usage of the feminine pronoun
where appropriate.

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    

     

    
      
         


      

      
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      Services Agreement

              


      

       

    

    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year first above written.

    


    
      
        
          
            
              
                	 
      	
                        CLARK
      HOLDINGS INC.

                      
	 
      	 
      
	 
      	
                        By:

                      	 
      
	 
      	 
      	
                        Name:  Gregory
      Burns

                      
	 
      	 
      	
                        Title:  CEO

                      
	 
      	 
      
	 
      	
                        INDEMNITEE

                      
	 
      	 
      
	 
      	 
      
	 
      	
                        Larry
      Hughes

                      
	 
      	 
      
	 
      	
                        Address
      of Indemnitee:

                      
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


              

            

          

        

      

    

     

    
      	
              Client
      Initial _____________

            	 
      	
              Advisor
      Initial ____________

            


    

     

    
      
         


      

      
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