ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT is entered into as of November 1, 2006 (this “Agreement”) between CLARK WAMBERG, LLC, a Delaware limited liability company (“Purchaser”), and CLARK, INC., a Delaware corporation and its wholly-owned subsidiary, CLARK CONSULTING, INC., a Delaware corporation (collectively, “Seller”) and Tom Wamberg (“Wamberg”), as joint obligor.

WHEREAS, on the terms and subject to the conditions of this Agreement, Purchaser desires to acquire from Seller and Seller desires to sell to Purchaser, substantially all of the assets and properties of the Other Business Segments, as defined below, as a going concern.

NOW, THEREFORE, the parties agree as follows:

1.1   “Accounting Firm” means Ernst & Young or, if Ernst & Young refuses to provide the services of the Accounting Firm as described in Sections 2.1(b), 2.1(c), 2.1(j), 2.1(v) and 2.3(d), such other accounting or other firm as the parties shall mutually agree.

1.2   “Baden” means the operations and business of the entity formerly known as “Baden Retirement Plan Services, Inc.” including the administration of qualified retirement plans.

1.3   “Banking Practice” means that business segment of the Seller focusing primarily on compensation consulting for community banks, executive and director benefits programs, and bank-owned life insurance to the bank market, including incentive consulting and working with banks in the design of ownership succession programs.

1.4   “Clark Benson” means the operations and business of “Clark Benson LLC,” including financial planning and wealth transfer and employee benefits consulting.

1.5   “Clark Securities” means the operations and business of “Clark Securities, Inc.”, including its functions as a registered broker dealer.

1.6   “Closing” shall have the meaning set forth in Section 3.1(a).

1.7   “Closing Date” shall have the meaning set forth in Section 5.1.

1.8   “Corporate Solutions Group” means the business of the Seller that includes Executive Benefits Practice, Banking Practice, and Clark Securities, but excluding Clark Strategic Advisors, Clark Benson and Baden.

1.9   “Clark Strategic Advisors” means the operations and business of “Clark Strategic Advisors, Inc.”, including its functions as a registered investment advisor.

1.10   “Executive Benefits Practice” means that business segment of the Seller focusing primarily on the designing, marketing, implementation, administration, and sales of corporate-owned life insurance to finance non-qualified benefit plans for companies.

1.11   “Federal Policy Group” means that business segment of the Seller focusing primarily on a variety of legislative and regulatory strategic services, including developing and implementing strategies to pursue legislative changes, anticipating and responding to proposed legislative initiatives, helping to shape administrative regulations and rulings, and raising the visibility of clients through testimony before Congress and other avenues.

1.12   “Healthcare Group” means that business segment of the Seller focusing primarily on the following services for healthcare institutions and not-for-profit companies: benefits, compensation, strategy and general consulting, placement services, and facilitating the purchase of various insurance products, including, but not limited to, traditional life insurance policies and disability and long-term care coverage.

1.13   “MedEx” means the operations and business of “National Insurance Wholesalers, Inc.”

1.14   Merger Agreement” means that certain Agreement and Plan of Merger, between Seller, AUSA Holding Company and AUSA Merger Sub, Inc., dated as of the date of this Agreement.

1.15   “Other Business Segments” means all the businesses of Seller, excluding those of the Corporate Solutions Group, and shall include, but not be limited to, Healthcare Group, Clark Benson, Pearl Meyer & Partners, Baden, MedEx, Clark Strategic Advisors, Federal Policy Group, and the Resource Center.

1.16   “Pearl Meyer & Partners” means that business segment of the Seller focusing primarily on executive compensation consulting and retention programs for corporations.

1.17   “Resource Center” means that business reporting unit within the Seller that provides administrative and other services to various business units included within Seller.

1.18   “Transferred Plans” means the Clark, Inc. 401(k) Savings Plan, the Clark Consulting Health Care Plan, the Clark, Inc. Life Insurance Plan, the Clark, Inc. Long Term Disability Plan, the Clark, Inc. Severance Plan, the Clark Consulting Health Care Plan (Vision Care), the Clark, Inc. Long Term Care Insurance Plan, the Clark Consulting Flexible Benefit Plan, the Clark Consulting Short Term Disability Income Plan, and the Pearl Meyer & Partners and Healthcare Group Pre-Tax Transit Program.

Capitalized terms used and not otherwise defined in this Agreement have the respective meanings given to them in the Merger Agreement.

2.1   Purchased Assets . On the terms and subject to the conditions of this Agreement, on the Closing Date, Purchaser shall purchase from Seller, and Seller shall sell, convey, assign, transfer and deliver to Purchaser those properties, assets, rights and interests of every kind and nature, whether real or personal, tangible or intangible, and wherever located and by whomever possessed, to the extent that they are owned by Seller as of the Closing Date, which are specified below:

(a)   (1) petty cash held in Seller’s offices identified on Schedule 2.1(a) not to exceed $1,000 per office location;

(b)   the accounts and notes receivable as of the Closing Date (whether current or noncurrent), (1) associated with the Other Business Segments and referenced in the details from Seller’s general ledger, balance sheet and income statement, all as of the end of the third calendar quarter of 2006 that are shown on Schedule 2.1(b) (collectively, the “Accounting Data”), and (2) associated with the Resource Center and shown on Schedule 2.1(b) ; provided , however , that the accounts and notes receivable identified pursuant to clauses (1) and (2) of this sub-section shall be updated to take into account (A) all payments made and other activity prior to the Closing Date and (B) the receipt by Seller prior to the Closing Date of any new accounts and notes associated with the Other Business Segments; and provided , further , that if the parties are unable to resolve a dispute whether accounts or notes receivable relating to a particular contract or group of contracts falls within the scope of clause (1) or (2) of this sub-section, they shall refer the dispute for decision by the Accounting Firm, and any determination made by the Accounting Firm shall be binding on both parties.

(c)   the prepayments, prepaid expenses, deferred charges, advance payments and security deposits as of the Closing Date (collectively, the “Prepayments”), (1) associated with the Other Business Segments and referenced in the Accounting Data and (2) associated with the Resource Center and shown on Schedule 2.1(c) ; provided , however , that the Prepayments identified pursuant to clauses (1) and (2) of this sub-section shall be updated to take into account (A) the application of Prepayments to amounts due and owing to Seller prior to the Closing Date and (B) the receipt by Seller prior to the Closing Date of additional Prepayments associated with the Other Business Segments; and provided , further , that if the parties are unable to resolve a dispute whether a particular Prepayment falls within the scope of clause (1) or (2) of this sub-section, they shall refer the dispute for decision by the Accounting Firm, and any determination made by the Accounting Firm shall be binding on both parties.

(d)   all inventories and related supplies located at facilities, in transit to or from Seller’s facilities which are used primarily in the Other Business Segments (the “Inventory”);

(e)   Seller’s interests in the leases identified on Schedule 2.1(e) as leases to be assigned to Purchaser at Closing (the “Assigned Leases”); any licenses, permits, approvals and qualifications related to such Assigned Leases, to the extent such licenses, permits, approvals and qualifications are transferable; provided , however , that (1) Schedule 2.1(e) also identifies any

real estate owned by Seller, and (2) neither Purchaser nor the Assumed Employees shall have any right to occupy on and after the Closing Date any of Seller’s office space not leased pursuant to one of the Assigned Leases (the “Retained Premises”), except as mutually agreed by the parties;

(f)   Seller’s interests in office equipment excluding all office equipment located at the Retained Premises (including, but not limited to, computers, servers, copiers and telephone equipment ) and any leases for such equipment to the extent transferable;

(g)   [intentionally left blank] ;

(h)   Seller’s interests in furniture, furnishings and fixtures, other than furniture, furnishings and fixtures located at the Retained Premises, and any leases for such assets to the extent transferable;

(i)   all of Seller’s interests in (1) intangible assets and intellectual property set forth on Schedule 2(i) , including, to the extent scheduled thereon, statutory, common law and registered copyrights, patents, domain names, registered and unregistered trademarks, service marks and trade names, trade dress and other names, marks and slogans; (2) publishing and distribution rights, and associated goodwill with respect to materials pertaining to the Other Business Segments; (3) know-how and trade secrets pertaining to the Other Business Segments; provided , however , that nothing in this Agreement shall be construed to restrict the right of Seller to utilize the know-how and trade secrets primarily relating to the business of the Corporate Solutions Group; (4) registration applications for any of the foregoing; and (5) interests in and to telephone numbers and listings pertaining to Seller in telephone books and other directories (other than telephone numbers and listings for the Retained Premises, the 800 number for the Barrington office and the 800 numbers used by clients who have purchased or use bank-owned life insurance or corporate-owned life insurance); together with all rights to use all of the foregoing forever and all other rights in, to, and under the foregoing in all countries;

(j)   to the extent transferable, all rights existing under (1) the contracts (“Contracts”) listed in Schedule 2.1(j), (2) all contracts providing for services by the Other Business Segments that are billed by the Other Business Segments to customers of the Other Business Segments, (3) all employment contracts with Assumed Employees and (4) all contracts pursuant to which Seller is entitled to $100,000 or less in fees or other revenues in an annual period as compensation primarily related to the Other Business Segments; provided , however , that if the parties are unable to resolve a dispute whether a particular contract or group of contracts falls within the scope of this section, they shall refer the dispute for decision by the Accounting Firm, and any determination made by the Accounting Firm shall be binding on both parties;

(k)   the right to receive all mail and other communications addressed to Seller, that relates primarily to the Other Business Segments (including, without limitation, mail and communications from customers, suppliers, distributors, agents and others and accounts receivable payments), provided that Purchaser agrees to forward any such mail and communications and payments that are not related to the Other Business Segments or are related

to the Excluded Assets or are of a personal nature to any officer or employee of Seller to which such item pertains promptly after receipt;

(l)   all lists, records and files pertaining to present and past customers of the Other Business Segments; provided , however , that the sale of such lists, records and files to Purchaser shall not in any way restrict Seller’s right to market the products and services of Clark Solutions Group to the customers identified on such lists, records and files;

(m)   all lists, records, books, ledgers, files, documents, correspondence, business analyses, illustrations, proposals and records of every kind and nature pertaining to suppliers, distributors, personnel, customers and agents which relate primarily the Other Business Segments;

(n)   all business and marketing plans and proposals and pricing and cost information which relate primarily to the Other Business Segments;

(o)   all Seller’s interests in computer software (other than software used at the Retained Premises), including, to the extent transferable, licenses related thereto, proprietary or otherwise, including related source codes, data and documentation;

(p)   all creative materials (including, without limitation, photographs, films, art work, color separations and the like), advertising and promotional materials and all other printed or written materials primarily related to the Other Business Segments;

(q)   all goodwill associated with the names identified on Schedule 2.1(q) ;

(r)   all capital stock of those entities listed on Schedule 2.1(r) that is owned by Seller, including the corporate and financial records of such entities;

(s)   all financial and accounting records and related workpapers and correspondence pertaining solely to the Other Business Segments;

(t)   all insurance policies listed in Schedule 2.1(t) to the extent transferable;

(u)   rights under the permits and licenses listed in Schedule 2.1(u) primarily relating to the Other Business Segments to the extent transferable;

(v)   all other property (1) not referred to above which is either represented on the Balance Sheets for the Other Business Segments, dated September 30, 2006 (the “OBS Balance Sheet”), 2006, attached as Schedule 2.1(v) , or (2) acquired by Seller thereafter (except for Excluded Assets or such property which has been sold or otherwise disposed of in the ordinary course of business) for use primarily in the Other Business Segments; provided , however , that if the parties are unable to resolve a dispute whether a particular asset, contract or other property falls within the scope of clause (1) of this sub-section, they shall refer the dispute for decision by the Accounting Firm, and any determination made by the Accounting Firm shall be binding on both parties.

For purposes of this Agreement, the term “Purchased Assets” means all properties, assets and rights identified in Section 2.1, as supplemented pursuant to Section 2.5, which Seller shall convey to Purchaser or shall be obligated to convey to Purchaser under this Agreement.

2.2   Excluded Assets . All assets of Seller that are not Purchased Assets are expressly excluded from the purchase and sale contemplated hereby and are referred to hereinafter as the “Excluded Assets”.

2.3   Assumption of Liabilities . Subject to the conditions specified in this Agreement, on the Closing Date, Purchaser shall assume and agree to pay, defend, discharge and perform as and when due all liabilities and obligations of Seller as of the Closing Date primarily relating to the Other Business Segments (the “Assumed Liabilities”), including, but not limited to, the following:

(a)   all obligations and liabilities under the Contracts and Assigned Leases;

(b)   all obligations of continued performance under executory vendor purchase orders for the purchase of supplies, equipment or services under which the supplies, equipment or services pertaining to the Other Business Segments (the “Vendor Orders”); and

(c)   all obligations and liabilities that are due to the Assumed Employees including, but not limited to, any obligations or liabilities in connection with severance or termination payments;

(d)   accounts payable as of the Closing Date (1) associated with the Other Business Segments and referenced in the Accounting Data, and (2) associated with the Resource Center and shown on Schedule 2.3(d) ; provided , however , that the accounts payable identified pursuant to clauses (1) and (2) of this sub-section shall be updated to take into account (A) all payments made and other activity prior to the Closing Date and (b) the addition of any new accounts payable to the other Business Segments prior to the Closing Date; and provided , further , that if the parties are unable to resolve a dispute whether a particular account payable falls within the scope of clause (1) or (2) of this sub-section, they shall refer the dispute for decision by the Accounting Firm, and any determination made by the Accounting Firm shall be binding on both parties.

(e)   all liabilities arising in connection with the litigation and other claims primarily related to the Other Business Segments, including, but not limited to, the litigation and claims listed on Schedule 2.3(e) ;

(f)   all liabilities arising from or relating to acts, errors or omissions of the Assumed Employees;

(g)   all liabilities under arising from or relating to the Transferred Plans; and

(h)   all obligations and liabilities under the Amended and Restated Employment Agreement, effective January 1, 2004, and the First Amended and Restated Employment Agreement on January 31, 2005, both between Seller or one or more of its affiliates and Kenneth J. Kies, as amended by a letter agreement dated October 31, 2006 between Kies and

Clark Consulting, Inc. (the “Letter Agreement”); provided , however , that Purchaser shall not assume any liability with respect to the $500,000 payment to Kies pursuant to the terms and conditions of the Letter Agreement.

2.4   Excluded Liabilities . Notwithstanding anything to the contrary contained in this Agreement, Purchaser shall not assume or be liable for any of the following liabilities or obligations of Seller (the “Excluded Liabilities”):

(a)   liabilities for any deferred compensation plan;

(b)   liabilities to be paid by Seller or AUSA Holding Company pursuant to the Merger Agreement; and

(c)   liabilities arising out of Seller’s securitization, trust preferred loan and revolving credit facility;

(d)   Supplemental Information . After execution of this Agreement and prior to the Closing Date, Purchaser may supplement the list of Purchased Assets by providing Seller with written notice of any additional assets primarily used in the Other Business Segments; provided , however , that the aggregate value of such additional assets shall not exceed $100,000 and, provided , further , that the provisions of this Section 2.5 shall not apply to updates of Schedules 2.1(b) or 2.1(c) .

3.1   Purchase Price.

(a)   Subject to the terms and conditions of this Agreement, and in consideration of the obligations of Seller herein, the aggregate purchase price for the Purchased Assets shall be an amount equal to Thirty-Five Million Three Hundred Eighty-Five Thousand One Hundred Fifty-Four and no/100 Dollars ($35,385,154.00) (the “Purchase Price”), payable at the closing of the transactions contemplated by this Agreement (the “Closing”), by wire transfer of immediately available funds to such account or accounts as shall have been designated in writing by Seller.

(b)   The Purchase Price shall be allocated among the Purchased Assets as set forth in Exhibit A to be attached hereto. The parties agree that such allocation shall be used by them and respected for all purposes, including income tax purposes, and that the parties shall follow such allocation for all reporting purposes under the Internal Revenue Code of 1986, as amended (the “Code”), including, without limitation, Internal Revenue Service (“IRS”) Form 8594 so long as such allocation is in conformance with the rules and regulations of the Code. The Seller shall be responsible for the payment of transfer and similar taxes.

4.1   Conditions to Purchaser’s Obligation . The obligation of Purchaser to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before the Acceptance Date (as defined in the Merger Agreement):

(a)   Seller shall have performed in all material respects all of the covenants and agreements required to be performed by it under this Agreement prior to the Closing;

(b)   all consents by third parties identified on Schedule 4.1 that (A) are required for the transfer of the Purchased Assets and the Other Business Segments to Purchaser as contemplated hereby, and (B) the absence of which would cause a breach under any law, statute, regulation, or judicial or administrative order;

(c)   consent to the transactions contemplated by this Agreement from JPMorgan Chase Bank, NA, Seller’s lender (the “Bank”), pursuant to the terms and conditions of that certain Third Amended and Restated Credit Agreement by and among Clark Consulting, Inc., certain lenders, including the Bank, and JPMorgan Securities, Inc., dated as of September 8, 2005;

(d)   there shall be no pending suit, action or proceeding by any person or by any governmental entity, in either case having a reasonable likelihood of success, and no suit, action or proceeding shall be threatened by any governmental entity (i) challenging the acquisition by Purchaser of any of the Purchased Assets, seeking to restrain or prohibit consummation of the transactions contemplated by this Agreement, or seeking to place material limitations on the ownership of the Purchased Assets by Purchaser, (ii) seeking to prohibit or limit the ownership or operation by Purchaser of any material portion of the Other Business Segments or the Purchased Assets taken as a whole, or to compel Purchaser to dispose of or hold separate any material portion of the business or assets of the Other Business Segments taken as a whole, as a result of the transactions contemplated by this Agreement, or (iii) seeking to prohibit Purchaser from effectively controlling in any material respect the business or operations of the Other Business Segments taken as a whole;

(e)   all conditions to the closing of the Offer as contemplated by the Merger Agreement (or as contemplated by any agreement governing the terms of a Superior Proposal (as defined in the Merger Agreement)), other than the condition of the sale of the Purchased Assets as contemplated hereby, shall have been satisfied in accordance with the terms of the Merger Agreement or the agreement governing the terms of such Superior Proposal; and

(f)   the representation and warranty of Seller contained in Section 10.1 of this Agreement shall be true and correct at the date hereof and as of the Closing as if made on and as of the Closing Date.

Any conditions specified in this Section may be waived by Purchaser; provided that no such waiver shall be effective unless it is set forth in a writing executed by Purchaser, except as otherwise provided in Section 9.1 (Amendment and Waiver) .

4.2   Conditions to the Seller’s Obligations . The obligation of Seller to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Acceptance Date:

(a)   Purchaser shall have performed in all material respects all the covenants and agreements required to be performed by it under this Agreement prior to the Closing;

(b)   all consents by third parties identified on Schedule 4.1 that (A) are required for the transfer of the Purchased Assets and the Other Business Segments to Purchaser as contemplated hereby, and (B) the absence of which would cause a breach under any law, statute, regulation, or judicial or administrative order;

(c)   consent to the transactions contemplated by this Agreement from JPMorgan Chase Bank, NA, Seller’s lender (the “Bank”), pursuant to the terms and conditions of that certain Third Amended and Restated Credit Agreement by and among Clark Consulting, Inc., certain lenders, including the Bank, and JPMorgan Securities, Inc., dated as of September 8, 2005;

(d)   there shall be no pending suit, action or proceeding by any person or by any governmental entity, in either case having a reasonable likelihood of success, and no suit, action or proceeding shall be threatened by any governmental entity (i) challenging the acquisition by Purchaser of any of the Purchased Assets, seeking to restrain or prohibit consummation of the transactions contemplated by this Agreement, or seeking to place material limitations on the ownership of the Purchased Assets by Purchaser, (ii) seeking to prohibit or limit the ownership or operation by Purchaser of any material portion of the Other Business Segments or the Purchased Assets taken as a whole, or to compel Purchaser to dispose of or hold separate any material portion of the business or assets of the Other Business Segments taken as a whole, as a result of the transactions contemplated by this Agreement, or (iii) seeking to prohibit Purchaser from effectively controlling in any material respect the business or operations of the Other Business Segments taken as a whole;

(e)   all conditions to the closing of the Offer as contemplated by the Merger Agreement (or as contemplated by any agreement governing the terms of a Superior Proposal), other than the condition of the sale of the Purchased Assets as contemplated hereby, shall have been satisfied in accordance with the terms of the Merger Agreement or the agreement governing the terms of such Superior Proposal;

(f)   Purchaser shall have satisfied its obligations pursuant to Section 8.10 below by making an offer of employment to all Assumed Employees on terms and conditions, including wages, bonus opportunities, other benefits and benefit plans no less favorable than the terms and conditions of the Assumed Employees’ employment with Seller on the Closing Date;

(g)   Seller shall have received a fairness opinion and valuation report from Keefe, Bruyette Woods to the satisfaction of the Special Committee of the Board of Directors of Seller; and

(h)   the representations and warranties of Purchaser contained in this Agreement shall be true and correct at the date hereof and as of the Closing as if made on and as of the Closing Date.

Any condition specified in this Section may be waived by Seller; provided that no such waiver shall be effective against Seller unless it is set forth in a writing executed by Seller, except as otherwise provided in Section 9.1 (Amendment and Waiver).

5.1   The Pre-Closing and Closing .

(a)   Upon delivery of a notice to Seller, Purchaser and Wamberg by AUSA Holding Company (“AUSA Holding”) and AUSA Merger Sub, Inc. (“Merger Sub”) that (i) the conditions to the Offer described in Exhibit A to the Merger Agreement, other than condition (g), have been satisfied or waived (to the extent waivable) and (ii) AUSA Holding and Merger Sub are prepared to proceed with the closing of the Offer, (a) Seller and Purchaser shall each deliver a certification to AUSA Holding and Merger Sub signed by its chief executive officer certifying that all the c