Exhibit 10.1

                              EMPLOYMENT AGREEMENT


                  THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into by
and between BNP Residential Properties, Inc. (the "Company"), and Philip S.
Payne (the "Executive"), dated as of August 31, 2006.


                  WHEREAS, the Company and the Executive are parties to an
employment agreement entered into on August 1, 2005 (the "Prior Agreement");


                  WHEREAS, the Company has entered into an Agreement and Plan of
Merger by and among Babcock & Brown Bravo Holdings, LLC, Babcock & Brown Bravo
Acquisition Corp., Babcock & Brown Bravo Operating Partnership LP, the Company,
and BNP Residential Properties Limited Partnership, dated August 31, 2006 (the
"Merger Agreement").


                  WHEREAS, the Company desires to insure the continued
availability of the Executive's services, and the Executive is willing to
continue to render his services, following the consummation of the transactions
contemplated by the Merger Agreement (the "Merger");


                  WHEREAS, the Company and the Executive desire that the
Executive's continued employment be on the terms and conditions of this
Agreement;


                  NOW THEREFORE, in consideration of the mutual covenants
contained in this Agreement, the Company and the Executive agree as follows:

1.       Employment. On the terms and conditions set forth in this Agreement,
         the Company hereby employs the Executive during the Employment Term (as
         defined in Section 2) as the Chairman and Chief Executive Officer of
         the Company, and the Executive hereby accepts such employment.

2.       Term. This Agreement shall be effective for a term which shall commence
         on the consummation of the Merger (the "Effective Date") and shall
         continue until the third anniversary of the Effective Date, unless
         earlier terminated as provided herein. The term of this Agreement shall
         be extended, without further action by the Company or the Executive, on
         the third anniversary of the Effective Date and on each subsequent
         anniversary of the Effective Date for successive periods of twelve
         months each, unless either party shall have given 30 days advance
         written notice to the other party, in the manner set forth in Section 8
         below, prior to the applicable extension date that the term of this
         Agreement is not to be extended or further extended (the period during
         which this Agreement is effective, as extended, being referred to as
         the "Employment Term").

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3.       Duties of Executive. The Executive agrees to undertake the duties and
         responsibilities inherent in the position of Chairman and Chief
         Executive Officer, which may encompass different or additional duties
         as may, from time to time, be reasonably assigned by the Company's
         Board of Directors (the "Board of Directors"), and the duties and
         responsibilities undertaken by the Executive may be reasonably altered
         or modified from time to time by the Board of Directors, provided,
         however, that the Executive's duties and responsibilities shall be no
         less than those traditionally inherent in the position of Chairman and
         Chief Executive Officer. The Executive agrees to abide by the rules,
         regulations, instructions, personnel practices and policies of the
         Company and any changes thereof that are applicable to the employees of
         the Company in general. During the Employment Term, except as approved
         by the Company's Board of Directors, the Executive will devote his full
         business time and efforts to the business of the Company and will not
         engage in consulting work or any trade or business for his own account
         or for or on behalf of any other person, firm or corporation that
         competes, conflicts or materially interferes with the performance of
         his duties hereunder in any way. The Executive may engage in
         non-competitive personal or charitable activities for reasonable
         periods of time each month so long as such activities do not interfere
         with the Executive's responsibilities under this Agreement.

4.       Compensation and Benefits.

         4.1      Base Salary. During the Executive's employment under this
                  Agreement, the Executive shall receive a base salary at an
                  annual rate of $350,000, payable in cash in accordance with
                  the Company's payroll practices generally applicable to the
                  Company's senior executives (the "Base Salary"). The Base
                  Salary shall be subject to increases, in the sole discretion
                  of the Board of Directors or a committee appointed by the
                  Board of Directors, at such times as salary reviews are
                  conducted generally for the Company's senior executives.

         4.2      Annual Bonus. During the Executive's employment under this
                  Agreement, in the sole discretion of the Board of Directors,
                  the Company may pay to the Executive an annual bonus (an
                  "Annual Bonus"). The terms, conditions and amount of an Annual
                  Bonus, if any, shall be determined by the Board of Directors
                  or a committee appointed by the Board of Directors in its sole
                  and absolute discretion.

         4.3      Benefit Plans. During the Employment Term, the Executive shall
                  be entitled to (i) participation in such employee retirement
                  and welfare benefit plans, programs, policies and arrangements
                  as maintained by the Company from time to time, provided,
                  however, the Company shall pay 100% of the cost of coverage
                  under the Company's health insurance plan for the Executive
                  and the eligible family members of the Executive under the
                  health insurance plan; (ii) reasonable vacation allowed on an
                  annual basis consistent with the Executive's duties and
                  responsibilities, provided, however, that any vacation time
                  accrued but not used during a calendar year shall not carry
                  forward from year to year; (iii) paid holidays, leave of
                  absence, leave for illness, funeral leave and temporary
                  disability leave in accordance with the policies of the
                  Company; and (iv) perquisites as from time to time provided by
                  the Company to its senior executives.

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         4.4      Life Insurance. The Company will pay for an annually renewable
                  term life insurance policy, based on standard rates, on behalf
                  of the Executive in the amount of $1,500,000, and the Company
                  will pay any Federal, state or local income and employment
                  taxes incurred by the Executive as a result of such payment by
                  the Company. In the event the Executive does not qualify for a
                  standard rate life insurance policy, at the Executive's
                  election either (i) the Company shall reduce the amount of the
                  benefit provided to the Executive to the extent necessary for
                  the cost of the life insurance policy to the Company to equal
                  the cost of a standard rate policy, or (ii) the Executive may
                  pay the difference between the actual cost of the policy to
                  the Company and the cost of a standard rate policy. The
                  Company, in its sole discretion, may review and increase the
                  amount of such insurance policy upon each anniversary of the
                  Effective Date.

         4.5      Expenses. During the Executive's employment under this
                  Agreement, the Company shall reimburse the Executive for
                  ordinary and reasonable out-of-pocket expenses incurred by the
                  Executive in the performance of the employment duties under
                  this Agreement, provided that the Executive shall account to
                  the Company for such expenses in accordance with the employee
                  business expense policies and practices of the Company.

         4.6      Additional Payment.A. Immediately prior to the consummation of
                  the Merger, provided that (i) the Executive is employed by the
                  Company on such date or (ii) the Executive's employment with
                  the Company was terminated by the Company without Cause within
                  90 days prior to such date, the Company shall pay the
                  Executive a lump-sum cash payment equal to $3,600,000. Such
                  payment shall be in full satisfaction of the Company's
                  obligations under the Prior Agreement and, upon receipt of
                  such payment, the Executive shall have no further rights to
                  any payments or benefits under the Prior Agreement.


         4.7      Accelerated Vesting and Lapse of Forfeiture Restrictions. As
                  set forth in the Merger Agreement, each stock option, stock
                  purchase right, any other similar right to acquire shares of
                  Company common stock, issued to the Executive under the BNP
                  Residential Properties, Inc. Amended and Restated 1994 Stock
                  Option and Incentive Plan (the "Stock Option Plan") shall be
                  fully vested at the Effective Date, and any restrictions with
                  respect to outstanding restricted shares awarded to the
                  Executive under the Stock Option Plan shall terminate or lapse
                  at the Effective Date.

5.       Termination of Employment.

         5.1      Dismissal without Cause and Resignation for Good Reason,
                  During the Employment Term.

                  5.1.1    Dismissal without Cause. The Company may terminate
                           the Executive's employment under this Agreement at
                           any time during the Employment Term without Cause (as
                           defined in Section 5.1.4) by giving written notice
                           thereof to the Executive at least 30 days before the
                           effective date of such


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                           termination. Upon such termination, the Executive
                           shall be entitled to the compensation as provided in
                           Sections 5.1.3 and 5.3 of this Agreement.

                  5.1.2    Resignation for Good Reason. The Executive may
                           terminate his employment under this Agreement at any
                           time during the Employment Term for Good Reason (as
                           defined in Section 5.1.5) by giving written notice
                           thereof to the Company at least 30 days before the
                           effective date of such termination. Such notice shall
                           specify in reasonable detail the Good Reason based
                           upon which the Executive intends to terminate his
                           employment. Upon such termination, the Executive
                           shall be entitled to such compensation as provided in
                           Sections 5.1.3 and 5.3 of this Agreement.

                  5.1.3    Payment upon Termination without Cause or for Good
                           Reason. If the Executive's employment under this
                           Agreement is terminated during the Employment Term
                           either by the Company without Cause or by the
                           Executive for Good Reason, the Executive shall be
                           entitled to the following:

                           A.       As consideration for the Executive's
                                    obligations under the restrictive covenants
                                    set forth in Section 6, a cash lump sum
                                    payment, paid within 30 days after the
                                    effective date of termination, equal to (1)
                                    $900,000 minus (2) the amount of any cash or
                                    equity-based compensation in excess of
                                    $300,000 per annum (whether paid under this
                                    Agreement or otherwise) determined and paid
                                    to the Executive following the consummation
                                    of the Merger (the "Severance Payment").

                           B.       For a period of three years following the
                                    Executive's termination of employment, or,
                                    if earlier, until the Executive becomes
                                    re-employed with another employer, the
                                    Company shall continue to provide health,
                                    dental, life and disability insurance
                                    benefits to the Executive on terms and
                                    conditions at least equal to those which
                                    would have been provided to the Executive in
                                    accordance with the plans and programs
                                    described in Sections 4.3(i) and 4.4 of this
                                    Agreement if the Executive's employment had
                                    not been terminated. In the event that the
                                    Executive's participation in any such plan
                                    or program is barred by applicable law, or
                                    in the Company's discretion such benefits
                                    cannot be provided without adverse income
                                    tax consequences to the Company or the
                                    Executive, the Company shall arrange to
                                    provide the Executive with benefits
                                    substantially similar to those which the
                                    Executive would otherwise have been entitled
                                    to receive under such plans and programs
                                    from which continued participation is
                                    barred.

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                  5.1.4    Definition of Cause. "Cause" means:

                           A.       a deliberate or intentional material
                                    misrepresentation by the Executive in the
                                    Executive's relations with the Company;

                           B.       the commission of a crime by the Executive
                                    which constitutes a felony or a misdemeanor
                                    which involves moral turpitude or which has
                                    a material adverse effect on the Company,
                                    its business, reputation or interests;

                           C.       a material breach of any contract or
                                    agreement between the Executive and the
                                    Company (including this Agreement) or a
                                    material breach by the Executive of a
                                    fiduciary duty or responsibility to the
                                    Company, which has not been cured within the
                                    time periods if any) specified by the Board
                                    of Directors;

                           D.       the Executive's abuse of drugs or alcohol
                                    which affects the Executive's ability to
                                    perform the Executive's duties under this
                                    Agreement or otherwise; or

                           E.       the willful, negligent or wanton misconduct
                                    of the Executive which results in material
                                    damage to the Company, its business,
                                    reputation or interests.

                  5.1.5    Definition of Good Reason. "Good Reason" means any of
                           the following if implemented by the Company without
                           the Executive's written consent and not cured or
                           corrected by the Company within 30 days after notice
                           thereof by the Executive to the Company under Section
                           5.1.2:

                           A.       an assignment to the Executive of any
                                    duties, responsibilities or status
                                    materially and adversely inconsistent with,
                                    or which constitute a material adverse
                                    change in, the Executive's current position,
                                    duties, responsibilities or status with the
                                    Company; other than an assignment of or a
                                    change in duties or responsibilities
                                    resulting solely by virtue of the Merger and
                                    the related adjustment of duties and
                                    responsibilities in connection therewith;

                           B.       a material adverse change in the Executive's
                                    current reporting responsibilities, title or
                                    office; other than a change in reporting
                                    responsibilities resulting solely by virtue
                                    of the Merger and the related adjustment of
                                    duties and responsibilities in connection
                                    therewith;

                           C.       a reduction by the Company of the
                                    Executive's Base Salary;

                           D.       a material violation of the provisions of
                                    Sections 4.3 or 4.4 of this Agreement; or

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                           E.       a change in the Executive's principal work
                                    location by more than 50 miles.

                           The determination of the amount of any compensation
                           and benefits or other payments to be paid or provided
                           to or in respect of the Executive under this
                           Agreement shall be made without regard to any
                           reduction therein constituting Good Reason.

         5.2      Death, Disability, Termination for Cause or without Good
                  Reason or Termination at the End of the Employment Term.

                  5.2.1    Dismissal for Cause. The Company may terminate the
                           Executive's employment under this Agreement for Cause
                           at any time during the Employment Term by giving
                           written notice thereof to the Executive specifying in
                           reasonable detail the basis for the Cause upon which
                           the Company intends to terminate the Executive's
                           employment. The effect of such termination is
                           provided in Section 5.2.4.

                  5.2.2    Resignation without Good Reason. The Executive may
                           terminate the Executive's employment under this
                           Agreement without Good Reason at any time during the
                           Employment Term by giving written notice thereof to
                           the Company at least 30 days before the effective
                           date of such termination, which notice may be waived
                           in whole or in part by the Company in its sole
                           discretion. The effect of such termination is
                           provided in Section 5.2.4.

                  5.2.3    Termination upon Death or Disability. This Agreement
                           shall terminate automatically upon the Executive's
                           death. If the Company determines in good faith that
                           the Executive has a Disability as defined in this
                           Section, the Company may terminate his employment
                           under this Agreement by notifying the Executive
                           thereof at least 30 days before the effective date of
                           termination. For purposes of this Agreement,
                           "Disability" shall mean any medically determinable
                           physical or mental impairment which has lasted for a
                           continuous period of not less than 180 days and which
                           renders the Executive unable to perform the
                           Executive's material duties under this Agreement. If
                           there is any dispute between the parties as to the
                           Executive's Disability, the Company shall select or
                           approve a physician whose determination as to the
                           Executive's Disability shall bind the parties hereto.
                           The effect of a termination due to the Executive's
                           death or Disability is provided in Section 5.2.4.

                  5.2.4    Effect of Dismissal for Cause, Resignation without
                           Good Reason, Termination upon Death or Disability or
                           Termination at the End of the Employment Term. If the
                           Executive's employment under this Agreement is
                           terminated at any time during the Employment Term by
                           the Company for Cause, by the Executive without Good
                           Reason, or due to the Executive's death or Disability
                           as provided in this Agreement, or if the Executive's
                           employment terminates at the end of the Employment
                           Term,

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<PAGE>

                           the Executive shall be entitled to receive
                           compensation only as provided in Section 5.3 of this
                           Agreement; provided, however, if the Executive's
                           employment under this Agreement is terminated at any
                           time during the Employment Term due to the
                           Executive's death or Disability as provided in this
                           Agreement, the Company shall pay the Executive, or
                           the Executive's estate as applicable, within 30 days
                           after the effective date of termination, an amount
                           equal to the Severance Payment..

         5.3      Payment of Base Salary upon Termination. Upon a termination of
                  the Executive's employment under this Agreement for any
                  reason, the Company shall pay or cause to be paid to the
                  Executive his Base Salary earned but unpaid as of the
                  effective date of termination, payable in cash on or before
                  the day on which the Executive would have been paid such
                  amount if his employment hereunder had not been terminated,
                  but in no event later than the date as required by law.

         5.4      No Duty to Mitigate. The Executive shall not be obligated to
                  seek other employment or take any other action by way of
                  mitigation of the amounts payable to the Executive under any
                  of the provisions of this Agreement, and except as provided in
                  Section 5.1.3.B, such amounts shall not be reduced whether or
                  not the Executive obtains other employment.

         5.5      Tax on Excess Parachute Payments. Notwithstanding anything in
                  this Agreement to the contrary, the Executive shall be
                  responsible for payment of any and all taxes imposed with
                  respect to any and all payments and other benefits the
                  Executive receives under this Agreement, including but not
                  limited to any excise tax imposed by Section 4999 of the Code.

6.       Restrictive Covenants.

         6.1      Competition. During the Employment Term and, if the
                  Executive's employment under this Agreement is terminated by
                  the Executive for any reason other than for Good Reason or by
                  the Company for Cause, for one year after the effective date
                  of such termination, the Executive shall not: (i) own, manage,
                  operate, join, control or participate in the ownership,
                  management, operation or control of a Competitor (as defined
                  in Section 6.5.); (ii) become a director, officer, employee,
                  consultant or lender of, or be compensated by, a Competitor;
                  or (iii) solicit any client of the Company on behalf of or for
                  the benefit of a Competitor. Notwithstanding the foregoing,
                  the Executive may own up to 1% of a publicly-traded
                  Competitor.

         6.2      Confidential Information. The Executive shall at all times
                  hold in a fiduciary capacity for the benefit of the Company
                  all secret, confidential or proprietary information, knowledge
                  or data relating to the Company, and all of its businesses,
                  which shall have been obtained by the Executive during his
                  employment by the Company and which shall not be or become
                  public knowledge (other than by acts by the Executive or his
                  representatives in violation of this Agreement) including, but
                  not limited to, information regarding clients and agents of
                  the Company

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<PAGE>

                  ("Confidential Information"). During the Executive's
                  employment with the Company and after the termination of such
                  employment, the Executive shall not, without the prior written
                  consent of the Company, communicate or divulge any
                  Confidential Information to any Person other than the Company
                  and those designated by it or use any Confidential Information
                  except for the benefit of the Company, provided that the
                  Executive may make disclosures to comply with the law or legal
                  process. Immediately upon termination of the Executive's
                  employment with the Company at any time and for any reason,
                  the Executive shall return to the Company all Confidential
                  Information, including, but not limited to, any and all
                  copies, reproductions, notes or extracts of Confidential
                  Information.

         6.3      Solicitation of Employees. During the Employment Term and, if
                  the Executive's employment under this Agreement is terminated
                  for any reason other than the expiration of the Employment
                  Term or death, for one year after the effective date of such
                  termination, the Executive shall not: (i) solicit, participate
                  in or promote the solicitation of any person who was employed
                  by the Company or Babcock & Brown Limited (together with its
                  affiliates, the "Group") at any time during the one-year
                  period prior to the Executive's termination of employment
                  under this Agreement to leave the employ of the Company or the
                  Group; or (ii) on behalf of himself or any other Person, hire,
                  employ or engage any such person. The Executive further agrees
                  that, during such time, if an employee of the Company or the
                  Group contacts the Executive about prospective employment, the
                  Executive will inform such employee that he cannot discuss the
                  matter further without informing the Company and the Group.

         6.4      Remedies for Breach. The Executive agrees that damages in the
                  event of any breach of Sections 6.1. through 6.3. by the
                  Executive would be difficult to ascertain. The Executive
                  therefore agrees that, notwithstanding anything in this
                  Agreement to the contrary, including but not limited to the
                  provisions of Section 14, the Company, in addition to and
                  without limiting any other remedy or right it may have, shall
                  have the right to an injunction or other equitable relief in
                  any court of competent jurisdiction, enjoining any such
                  breach. The Executive hereby waives any and all defenses he
                  may have on the ground of lack of jurisdiction or competence
                  of the court to grant such an injunction or other equitable
                  relief. The existence of this right shall not preclude any
                  other rights and remedies at law or in equity which the
                  Company may have.

         6.5      Definitions.

                  6.5.1    Competitor. For purposes of Section 6, "Competitor"
                           means a business that engages in any activity, or
                           owns or controls a significant interest in any entity
                           that engages in any activity, that, in either case,
                           engages in the multi-family real estate business.

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                  6.5.2    Company. For purposes of Section 6, "Company" means
                           BNP Residential Properties, Inc., its subsidiaries
                           and affiliates and the successors thereof.

                  6.5.3    Person. For purposes of Section 6, "Person" means any
                           individual or entity, including but not limited to
                           any corporation, trust, sole proprietorship, joint
                           venture or partnership.

         6.6      Survival of Section 6. The Executive agrees that the
                  non-competition agreements, non-disclosure agreements and
                  non-employment agreements in this Section 6 each constitute
                  separate agreements independently supported by good and
                  adequate consideration and, notwithstanding anything in this
                  Agreement to the contrary, shall be severable from the other
                  provisions of, and shall survive, this Agreement.

7.       Section 409A of the Code. Notwithstanding anything in this Agreement to
         the contrary, in no event shall the Company be obligated to commence
         payment or distribution to the Executive of any amount that constitutes
         nonqualified deferred compensation within the meaning of section 409A
         of the Code earlier than the earliest permissible date under section
         409A of the Code that such amount could be paid without additional
         taxes or interest being imposed under section 409A of the Code. The
         Company and the Executive agree that they will execute any and all
         amendments to this Agreement as may be necessary to ensure compliance
         with the distribution provisions of section 409A of the Code.

8.       Notices. Any notices, requests, demands and other communications
         provided for by this Agreement shall be sufficient if in writing and if
         hand-delivered or sent by registered or certified mail to the Executive
         at the last address he has filed in writing with the Company or, in the
         case of notice to the Company, if sent by registered or certified mail
         to the following address:

         Babcock & Brown
         c/o Thomas Maira
         1 Dag Hammarskjold Plaza
         885 Second Avenue
         49th Floor
         New York, NY 10017

         with a copy to:

         Babcock & Brown
         c/o Tom Quinn
         1 Dag Hammarskjold Plaza
         885 Second Avenue
         49th Floor
         New York, NY 10017


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9.       Withholding Taxes. The Company shall have the right, to the extent
         permitted by law, to withhold from any payment of any kind due to the
         Executive under this Agreement to satisfy the tax withholding
         obligations of the Company under applicable law.

10.      Successors and Assigns. The rights, duties and obligations of a party
         hereunder may not be assigned, delegated or assumed without the prior
         written consent of the other party, provided that the Company may
         assign this Agreement to any parent or subsidiary thereof, without the
         Executive's consent, and such assignment shall not constitute, a
         termination of the Executive's employment hereunder. Nothing herein
         shall cause a termination of this Agreement upon the acquisition,
         reorganization, or merger of the Company. This Agreement shall be
         binding upon and shall inure to the benefit of the parties hereto and
         their respective successors or permitted assigns. Nothing herein shall
         be construed to confer upon any person not a party hereto any right,
         remedy or claim under or by reason of this Agreement.

11.      Entire Agreement. This Agreement constitutes the entire understanding
         of the Executive and the Company with respect to the subject matter
         hereof and, as of the Effective Date, supersedes and voids any and all
         prior agreements or understandings, written or oral, regarding the
         subject matter hereof, including but not limited to the Prior
         Agreement; provided however, in the event that the Merger Agreement is
         terminated, this Agreement shall be null and void and the Prior
         Agreement shall continue in full force and effect.

12.      Amendment and Waiver. This Agreement may not be changed, modified, or
         discharged orally, but only by an instrument in writing signed by the
         parties. No waiver of any term or condition of this Agreement shall be
         effective unless agreed to in writing between the parties.

13.      Governing Law and Severability. This Agreement shall be governed by the
         laws of the State of North Carolina (without giving effect to choice of
         law principles or rules thereof that would cause the application of the
         laws of any jurisdiction other than the State of North Carolina) and
         the invalidity or unenforceability of any provisions hereof shall in no
         way affect the validity or enforceability of any other provision. Any
         provision of this Agreement which is prohibited or unenforceable in any
         jurisdiction shall, as to such jurisdiction, be ineffective only to the
         extent of such prohibition or unenforceability without invalidating or
         affecting the remaining provisions hereof, and any such prohibition or
         unenforceability in any jurisdiction shall not invalidate or render
         unenforceable such provision in any other jurisdiction.

14.      Arbitration. Disputes regarding the Executive's employment with the
         Company, including, without limitation, any dispute under this
         Agreement which cannot be resolved by negotiations between the Company
         and the Executive, but excluding any disputes regarding the Executive's
         compliance with Section 6, shall be submitted to, and solely determined
         by, final and binding arbitration conducted by Jams/Endispute, Inc.'s
         arbitration rules applicable to employment disputes, and the parties
         agree to be bound by the final award of the arbitrator in any such
         proceeding. The arbitrator shall apply the laws of the State of North
         Carolina with respect to the interpretation or enforcement of


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         any matter relating to this Agreement; in all other cases the
         arbitrator shall apply the laws of the state specified in the Company's
         alternative dispute resolution policy as in effect from time to time
         (if any). Arbitration may be held in North Carolina, or such other
         place as the parties may mutually agree, and shall be conducted only by
         a former judge. Judgment upon the award by the arbitrator may be
         entered in any court having jurisdiction thereof.

15.      Counterparts. This Agreement may be executed in counterparts, each of
         which shall be deemed an original, but both of which together shall
         constitute one and the same instrument.


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                  IN WITNESS WHEREOF, the Company and the Executive have
executed and delivered this Agreement.

ATTEST/WITNESS                           BNP RESIDENTIAL PROPERTIES, INC.


/s/ Joanna Clark                         By       /s/ D. Scott Wilkerson
---------------------------                -----------------------------------
                                                  Title:   President
                                                        ----------------------
                                                  Date:    8/31/2006


                                         EXECUTIVE


/s/ Joanna Clark                                  /s/ Philip S. Payne
---------------------------              -------------------------------------
                                         Philip S. Payne
                                         Date: 8/31/06



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