Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 14, 2008, the chief executive officer ("CEO") of Clark Holdings Inc. (the "Company") received a letter from James Martell ("Resignation Letter"), in which Mr. Martell stated that he was resigning effective immediately as chairman of the Company's board of directors (the "Board") and as a director of each of the Company's subsidiaries. On October 16, 2008, the Company delivered a letter to Mr. Martell accepting his resignation ("October 16th Letter").

The Company believes, and the Resignation Letter indicates, that Mr. Martell resigned because he disagrees with a majority of the Board regarding certain aspects of the Company's growth strategy, its selection and evaluation of its CEO, the existence of alleged conflicts of interest with its CEO and its consideration of Mr. Martell's views. The Resignation Letter more specifically states the nature of these disagreements from Mr. Martell's perspective. The Company takes exception to Mr. Martell's characterizations of facts and his conclusions, and its views are set forth more fully in the October 16th Letter.

The Resignation Letter and the October 16th Letter are attached hereto as Exhibits 17.1 and 17.2, respectively, each of which is incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits:

Exhibit Description

17.1 Letter, dated October 14, 2008, from James Martell to the Board.

17.2 Letter, dated October 16, 2008, from the Board to James Martell.

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