Exhibit
10.1


EXECUTIVE EMPLOYMENT AGREEMENT


BETWEEN


CHRISTOPHER & BANKS
CORPORATION


AND


MONICA
DAHL


THIS
AGREEMENT is effective as of August 6, 2006, by and between
Christopher & Banks Corporation, a corporation duly organized and existing
under the laws of the State of Delaware (the “Corporation”) and Monica Dahl (“Executive”).


PREAMBLE


Executive is
currently serving as Chief Operating Officer and Executive Vice President of
the Corporation.  The Board of Directors
of the Corporation (the “Board”) desires to recognize Executive’s performance
by agreeing to provide her a long-term Employment Agreement.  The parties have agreed to execute this
Employment Agreement containing the following terms and conditions:


ARTICLE 1


EMPLOYMENT


1.1           The
Corporation hereby employs Executive, and Executive agrees to be employed by
the Corporation as Chief Operating Officer and Executive Vice President through
February 28, 2009.  Executive agrees to
continue performing her duties as Chief Operating Officer and Executive Vice President,
and agrees to perform such duties as are customarily incident to her position
as Chief Operating Officer and Executive Vice President and such other duties
which may be assigned to her from time to time by the Board of Directors of the
Corporation.


ARTICLE 2

TERM


2.1           The
term of this Agreement shall be the period commencing on August 6, 2006 and
ending on February 28, 2009, unless sooner terminated as hereinafter provided
in Article 13.  The term of this
Agreement will continue on a year-to-year basis after February 28, 2009 unless
either party gives written notice of intention to terminate the Employment
Agreement within 90 days prior to the end of the initial term or any one-year
extension.









 



ARTICLE 3

DUTIES


3.1           Executive
agrees to devote her full time and effort, to the best of her ability, to carry
out her duties as an Chief Operating Officer and Executive Vice President for
the profit, benefit and advantage of the business of the Corporation.  Executive shall continue to report directly
to the Chief Executive Officer of the Corporation.


ARTICLE 4

COMPENSATION AND BENEFITS


4.1           Effective
as of August 6, 2006, Executive’s base salary will be $350,000.  For fiscal 2008 and for each fiscal year
thereafter, Executive’s base salary shall be reviewed and increases, if any,
shall be awarded to Executive by the Board of Directors in its sole discretion,
but her base salary shall not be reduced from that of the prior fiscal
year.  Executive’s base salary shall be
payable at the same intervals as the Corporation pays other executives.


4.2           Executive
will receive a restricted stock grant of 70,000 shares of the Corporation’s
Common Stock on the effective date of this Agreement.  The restricted stock will be granted under
the Corporation’s 2005 Stock Incentive Plan, and will be subject to a
Restricted Stock Agreement entered into by Executive concurrently with this
Employment Agreement.


4.3           Executive
shall continue to be eligible to receive annual bonuses in accordance with the
Corporation’s senior executive incentive plan as in effect and approved by the
Board of Directors from time to time.


4.4           Subject
to the terms and conditions of such plans and programs, Executive shall be
entitled to participate in the various other employee benefit plans and
programs applicable to senior executives of the Corporation including, but not
limited to, medical, life and other benefits.


4.5           The
Corporation shall pay to Executive a car allowance of $1,000 per month.


4.6           Executive
shall be entitled during each full calendar year in which this Agreement
remains in effect to four (4) weeks of paid vacation time and a pro rata
portion thereof for any partial calendar year. 
Any vacation time not used during any such calendar year may not be
carried forward to any succeeding calendar year and shall be forfeited.  Executive shall not be entitled to receive
any payment in cash for vacation time remaining unused at the end of any year.



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ARTICLE 5

INSURANCE


5.1           The
Corporation, at its own expense, shall provide life insurance coverage on Executive’s
life.  The death benefit shall be in the
amount of $1,000,000, $500,000 in the form of whole life insurance and $500,000
in the form of term life insurance.  The
Executive will be the owner of both policies, and the death benefit shall be
payable to a beneficiary designated solely by Executive.  The Corporation shall have the right at its
own expense and for its own benefit to purchase additional insurance on
Executive’s life, and Executive shall cooperate by providing necessary
information, submitting to required medical examinations, and otherwise
complying with the insurance carrier’s requirements.


5.2           Executive
shall be entitled to disability insurance in line with the present policy of
the Corporation, to be provided at the expense of the Corporation.


ARTICLE 6

DEFINITIONS


6.1           “Cause”
shall mean (i) any fraud, misappropriation or embezzlement by Executive in
connection with the business of the Corporation, (ii) any conviction of a
felony or a gross misdemeanor by Executive, (iii) any gross neglect or
persistent neglect by Executive to perform the duties assigned to her hereunder
or any other act that can be reasonably expected to cause substantial economic
or reputational injury to the Corporation or (iv) any material breach of
Articles 7, 8 or 9 of this Agreement, provided that the existence of such
neglect or material breach shall be determined by a majority of the directors
and their determination shall be set forth in writing and attested to by each
concurring director.  Provided further
that in connection with an event described in Section 6.1(iii) above, Executive
shall first have received a written notice from the Corporation which sets
forth in reasonable detail the manner in which Executive has grossly or
persistently neglected her duties, and Executive shall have a period of ten
(10) days to cure the same, but the Corporation shall neither be required to
give written notice of, nor shall Executive have a period to cure, the same or
any similar gross or persistent neglect or material breach which the
Corporation has previously given written notice to Executive hereunder and
Executive has cured such neglect or breach.


6.2           A
“Change of Control” shall be deemed to have occurred if (i) there shall be
consummated (A) any consolidation or merger in which the Corporation is not the
continuing or surviving corporation or pursuant to which shares of the
Corporation’s common stock would be converted into cash, securities or other
property, other than a consolidation or a merger having the same proportionate
ownership of common stock of the surviving corporation immediately after the
consolidation or merger or (B) any sale, lease, exchange or other transfer (in
one transaction or a series of related transactions other than in the ordinary
course of business of the Corporation) of all, or substantially all, of the
assets of the Corporation to any corporation, person or other entity which is
not a direct or indirect wholly-owned subsidiary of the Corporation, or (ii)
any person, group, corporation or other entity (collectively, “Persons”) shall 



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acquire beneficial
ownership (as determined pursuant to Section 13(d) of the Securities Exchange
Act of 1934, as amended, and rules and regulations promulgated hereunder) of
50% or more of the Corporation’s outstanding common stock.  In all cases, the determination of whether a
Change of Control has occurred shall be made in accordance with Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”), and the
regulations, notices and other guidance of general applicability issued
thereunder.


6.3           “Confidential
Information” means any information that is not generally known, including trade
secrets, outside the Corporation and that is proprietary to the Corporation,
relating to any phase of the Corporation’s existing or reasonably foreseeable
business which is disclosed to Executive during Executive’s employment by the
Corporation including information conceived, discovered or developed by
Executive.  Confidential Information
includes, but is not limited to, business plans; financial statements and
projections; operating forms (including contracts) and procedures; payroll and
personnel records; marketing materials and plans; proposals; supplier
information; customer information; software codes and computer programs;
customer lists; project lists; project files; training manuals; policies and
procedures manuals; health and safety manuals; target lists for new stores and
information relating to potential new store locations; price information and
cost information; administrative techniques or documents or information that is
designated by the Corporation as “Confidential” or similarly designated.


6.4           A
“Competitor” means any person or organization (1) which is a women’s specialty
apparel store retailer whose operations on the date of termination of Executive’s
employment compete with twenty percent (20%) of the Corporation’s
Christopher & Banks, CJ Banks and Acorn store operations, including,
but not limited to, The Cato Corporation, Talbots, Inc., Chico’s FAS, Inc.,
Coldwater Creek, Inc., The Limited, Inc., Dress Barn Inc. United Retail Group,
Inc., Charming Shoppes, Inc., New York and Company, Bebe, Charlotte Russe and
Ann Taylor; and (2) the following department stores and large
box retailers: Kohls department stores, Target, J.C. Penney and
Sears.  “Competitor” shall also include all divisions, subsidiaries, and
affiliates of the stores identified in this Section 6.4.


6.5           “Good
Reason” shall mean a good faith determination by Executive, in Executive’s sole
and absolute judgment, that any one or more of the following events has
occurred, at any time during the term of this Agreement or after a Change of
Control; provided, however, that such event shall not constitute “Good Reason”
if Executive has expressly consented to such event in writing or if Executive
fails to provide written notice of his/her decision to terminate within sixty
(60) days of the occurrence of such event:


i)             A
material change in Executive’s reporting responsibilities, titles or offices,
or any removal of Executive from or any failure to re-elect Executive to any of
such positions, which has the effect of materially diminishing Executive’s
responsibility or authority;


ii)            A
requirement imposed by the Corporation on Executive that results in Executive
being based at a location that is outside of a twenty-five (25) mile radius of
Executive’s prior job location;



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iii)           Any
material breach by the Corporation of this Employment Agreement between
Executive and the Corporation.


ARTICLE 7

NONCOMPETITION AND NONSOLICITATION


7.1           During
Executive’s employment, Executive will not plan, organize or engage in any
business competitive with any product or service marketed or planned for
marketing by the Corporation or conspire with others to do so.


7.2           During
Executive’s employment and for a period of one year after termination of
Executive’s employment with the Corporation for any reason, whether voluntary
or involuntary, Executive will not, without the written permission of the
Corporation, (i) directly or indirectly engage in activities with a Competitor
or (ii) own (whether as a shareholder, partner or otherwise, other than as a 5%
or less shareholder of a publicly held company) any interest in a Competitor,
or (iii) be connected as an officer, director, advisor, consultant or employee
of or participate in the management of any Competitor.


7.3           During
Executive’s employment and for a period of one year after termination of
Executive’s employment with the Corporation for any reason, whether voluntary
or involuntary, Executive will not solicit, entice, or induce (or attempt to do
so, directly or indirectly), any employee of the Corporation to be employed by
any other party.  This Section 7.3 shall
apply to then-current employees and any individual who was employed by the
Corporation at any time in the one-year period immediately prior to Executive’s
termination date.


7.4           During
Executive’s employment and for a period of one year after termination of
Executive’s employment with the Corporation for any reason, whether voluntary
or involuntary, Executive will not engage (or attempt to do so, directly or
indirectly) any vendor of the Corporation on behalf of a Competitor.  This Section 7.4 shall apply to then-current
vendor and any vendor who was a vendor of the Corporation at any time in the
one-year period immediately prior to Executive’s termination date.


ARTICLE 8

CONFIDENTIAL INFORMATION AND TRADE DOCUMENTS


8.1           Unless
authorized in writing by the Corporation, Executive will not directly or
indirectly divulge, either during or after the term of her employment, or until
such information becomes generally known, to any person not authorized by the
Corporation to receive or use it any Confidential Information for any purpose
whatsoever.


8.2           All
documents or other tangible property relating in any way to the business of the
Corporation which are conceived by Executive or come into her possession during
her employment shall be and remain the exclusive property of the Corporation
and Executive agrees 



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to return all such
documents and tangible property to the Corporation upon termination of her
employment or at such earlier time as the Corporation may request of Executive.


ARTICLE 9

INVENTIONS AND COPYRIGHT


9.1         Executive hereby irrevocably assigns to the
Corporation and its successors, assigns, and legal representatives:


i)             Except as provided by any statutory notice
provided herewith, the entire right, title and interest to all Inventions;


               “Inventions”, as used herein, means all
inventions conceived or made or reduced to practice in whole or in part by
Executive during employment by the Corporation, including discoveries,
improvements, designs, processes, techniques, equipment, trademarks, and ideas
(whether patentable or not and including, without limitation, those that might
be copyrightable).


ii)            The entire right, title and interest to any
United States or foreign Letters Patents which may issue or that has issued
with respect to Inventions;


iii)           The entire right, title and interest to any
renewals, reissues, extensions, substitutions, continuations, continuations-in-part,
or divisions that may be filed with respect to the Inventions, applications,
and patents;


iv)          The right to apply for Letters Patents in foreign
countries in its own name and to claim any priority rights to which such
foreign applications are entitled under international conventions, treaties or
otherwise; and


v)           The right to sue for past, present, and future infringement of such Inventions and
Letters Patent.


Executive further agrees to
provide written disclosure of all Inventions to the Corporation, even if a
particular Invention is not assigned according to terms of any statutory notice
provided herewith.  Executive hereby
authorizes and request the Commissioner of Patents and Trademarks to issue to
the Corporation any Letters Patents which may be granted in accordance with
this Assignment.  This Agreement
does not apply to an invention for which no equipment, supplies, facility or
trade secret information of the Corporation was used and which was developed
entirely on Executive’s own time, and (1) which does not relate (a) directly to
the business of the Corporation or (b) to the Corporation’s actual or
demonstrably anticipated research or development, or (2) which does not result
from any work performed by Executive for the Corporation.



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9.2           Executive
hereby acknowledges and agrees that, to the extent any work performed by
Executive for the Corporation gives rise to the creation of any copyrightable
material (“Work”), all such Work, including all text, software, source code,
scripts, designs, diagrams, documentation, writings, visual works, or other
materials shall be deemed to be a work made for hire for the Corporation.  To the extent that title to any Work may not,
by operation of law, vest in the Corporation or such Work may not be considered
work made for hire for the Corporation, all rights, title and interest therein
were assigned and are hereby irrevocably assigned to the Corporation, including
but not limited to the right to sue for past, present, and future infringement
of any Work.  All such Work shall belong
exclusively to the Corporation, with the Corporation having the right to obtain
and to hold in its own name, copyrights, registrations or such other protection
as may be appropriate to the subject matter, and any extensions and renewals
thereof.  To the extent that title to any
Work may not be assigned to the Corporation, Executive hereby grants the
Corporation a worldwide, nonexclusive, perpetual, irrevocable, fully paid-up,
royalty-free, unlimited, transferable, sublicensable license, without right of
accounting, in such Work.  Executive
agrees to execute and deliver without further consideration such documents and
to perform such other lawful acts as the Corporation, its successors and
assigns may deem necessary to fully secure the Corporation’s rights, title or
interest in all Works and Inventions as set forth in this Agreement.


ARTICLE 10

JUDICIAL CONSTRUCTION


10.1         Executive
believes and acknowledges that the provisions contained in this Agreement, including
the covenants contained in Articles 7, 8 and 9 of this Agreement, are fair and
reasonable.  Nonetheless, it is agreed
that if a court finds any of these provisions to be invalid in whole or in part
under the laws of any state, such finding shall not invalidate the covenants,
nor the Agreement in its entirety, but rather the covenants shall be construed
and/or bluelined, reformed or rewritten by the court as if the most restrictive
covenants permissible under applicable law were contained herein.


ARTICLE
11

RIGHT TO INJUNCTIVE RELIEF


11.1         Executive
acknowledges that a breach by Executive of any of the terms of Articles 7, 8 or
9 of this Agreement will render irreparable harm to the Corporation.  Accordingly, the Corporation shall therefore
be entitled to any and all equitable relief, including, but not limited to,
injunctive relief, and to any other remedy that may be available under any
applicable law or agreement between the parties, and to recover from Executive
all costs of litigation including, but not limited to, attorneys’ fees and
court costs.



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ARTICLE
12

CHANGE OF CONTROL


12.1         If
Executive’s employment is terminated by the Corporation or its successor
without cause or Executive resigns with good reason and within twelve (12)
months following a Change in Control, all restricted stock held by Executive
shall vest immediately for the benefit of Executive, and the Board of Directors
will use its reasonable efforts to register such shares under the Securities
Act of 1933, as amended, if necessary.


12.2         If
Executive’s employment is terminated by the Corporation or its successor
without cause or Executive resigns for Good Reason and within twelve (12)
months following a Change in Control, in addition to any severance pay and
benefits under Section 13.1 of this Agreement, Executive shall be entitled to
receive from the Corporation or its successor a lump sum payment equivalent to
one (1) year of her then-current base salary. 
This payment shall be made by the Corporation within ten (10) business
days following Executive’s termination date, subject to the application of Code
Section 409A as set forth in Section 13.1 of this Employment Agreement.


12.3         In
the event any Change of Control Benefit, as defined below, payable to Executive
would constitute an “excess parachute payment” as defined in Code Section 280G,
Executive shall receive a “tax gross-up” payment sufficient to pay the initial
excise tax applicable to such excess parachute payment (but excluding the
income and excise taxes, if any, applicable to the tax gross-up payment).  Such additional cash payment shall be made
within sixty (60) days following the effective date of the Change of
Control.  For purposes of this Section
12.3, a “Change of Control Benefit” shall mean any payment, benefit or transfer
of property in the nature of compensation paid to or for the benefit of
Executive under any arrangement which is considered contingent on a Change of
Control for purposes of Code Section 280G, including, without limitation, any
and all of the Corporation’s salary, bonus, incentive, restricted stock, stock
option, equity-based compensation or benefit plans, programs or other
arrangements, and shall include benefits payable under this Agreement.


ARTICLE
13

TERMINATION


13.1         Notwithstanding
anything herein to the contrary, the Corporation may terminate the employment
of Executive at any time without cause by written notice of termination of
employment to Executive.  In the event
that the Corporation terminates the employment of Executive by delivering
notice in accordance with the preceding sentence, Executive shall receive (A)
severance payments equal to her base salary from the date of termination until
February 28, 2009 or severance payments equal to her monthly base salary for
twelve (12) months if the date of termination is twelve (12) months or less
from the end of the employment term, and (B) payment of Executive’s COBRA
premiums for a period equivalent to the severance period but not to exceed
eighteen (18) months.  If, however,
Executive shall secure other employment, self employment or a consulting
position, the preceding severance amount payable to or on behalf of Executive
by the Corporation shall be offset and reduced by such other 



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cash compensation
Executive earns through such other employment or consulting arrangements during
the severance period hereunder. 
Severance pay due to Executive hereunder will be made over time in
accordance with the Corporation’s regular payroll schedule.  Executive shall be entitled to the severance
pay and benefits set forth in this Section 13.1 only if she first executes,
returns and does not rescind a release of claims agreement in favor of the
Corporation.  Executive agrees to
immediately notify the Corporation of the amount of compensation earned by her
through other employment, self-employment or consulting during the severance
period hereunder.


Except as provided
in this Section 13.1, all compensation and benefits, including the vesting of
outstanding restricted stock, provided to Executive under this Agreement shall
immediately cease upon her termination (including, but not limited to, bonus
eligibility), subject to applicable employment laws and regulations.


Notwithstanding
the foregoing, if the severance payments described in this Section 13.1 or the
change of control payments described in Section 12.2 are subject to the
requirements of Code Section 409A and the Corporation determines that Executive
is a “specified employee” as defined in Code Section 409A as of the date of the
termination, such payments shall not be paid or commence earlier than the date
that is six months after the termination, but shall be paid or commence during
the calendar year following the year in which the termination occurs and within
30 days of the earliest possible date permitted under Code Section 409A.


13.2         In
consideration of Executive’s release of claims as described in Section 13.1 of
this Agreement, by signing this Agreement, the Corporation agrees to release
and not to sue, and forever discharges Executive of and from any and all manner
of claims, demands, actions, causes of action, administrative claims,
liability, damages, claims for punitive or liquidated damages, claims for
attorney’s fees, costs and disbursements, individual or class action claims, or
demands of any kind whatsoever it has or might have against Executive in law or
equity, contract or tort, arising within the scope of Executive’s employment at
the Corporation from the beginning of her employment with the Corporation
through Executive’s termination date from the Corporation.  The Corporation’s release of claims in this
Section 13.2 shall not apply to claims arising out of Executive’s intentional
misconduct or gross negligence.


13.3         The
Corporation may terminate Executive’s employment at any time for Cause and at
such time all compensation and benefits provided to Executive under this
Agreement shall immediately cease, subject to applicable employment laws and
regulations.


13.4         This
Agreement will terminate upon Executive’s death or upon Executive’s disability
that prevents her from performing her essential job functions under this
Agreement, with or without reasonable accommodation, for a continuous period of
six (6) months or for periods aggregating six (6) months in any eighteen (18)
month period.



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ARTICLE
14

INDEMNIFICATION


14.1         The
Corporation shall indemnify Executive to the full extent permitted by law for
damages, costs and expenses (including, without limitation, judgments, fines,
penalties, settlements and reasonable fees and expenses of Executive’s counsel)
incurred in connection with all matters, events and transactions related to or
arising within the scope of Executive’s employment under this Agreement, unless
such damages, expenses and reasonable fees and expenses resulted from Executive’s
intentional misconduct or gross negligence.


ARTICLE
15

ASSIGNMENT


15.1         Executive
consents to and the Corporation shall have the right to assign this Agreement
to its successors or assigns. 
Additionally, Executive consents to and the Corporation shall have the
right to assign this Agreement to any subsidiary, and all covenants or
agreements hereunder shall inure to the benefit of and be enforceable by or
against its successors or assigns.


15.2         The
terms “successors” and “assigns” shall include any corporation which buys all
or substantially all of the Corporation’s assets, or a controlling portion of
its stock, or with which it merges or consolidates.


ARTICLE 16

FAILURE TO DEMAND PERFORMANCE AND WAIVER


16.1         The
Corporation’s failure to demand strict performance and compliance with any part
of this Agreement during Executive’s employment shall not be deemed to be a
waiver of the Corporation’s rights under this Agreement or by this operation of
law.  Any waiver by either party of a
breach of any provision of this Agreement shall not operate as or be construed
as a waiver of any subsequent breach thereof.


ARTICLE 17

ENTIRE AGREEMENT


17.1         The
Corporation and Executive acknowledge that this Agreement contains the full and
complete agreement between and among the parties, that there are no oral or
implied agreements or other modifications not specifically set forth herein,
and that this Agreement supersedes any prior agreements or understandings, if
any, between the Corporation and Executive, whether written or oral.  The parties further agree that no
modifications of this Agreement may be made except by means of a written
agreement or memorandum signed by both parties. 
Notwithstanding anything in this Agreement to the contrary, the Corporation
expressly reserves the right to amend this Agreement without Executive’s
consent to the extent 



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necessary or
desirable to comply with Code Section 409A, and the regulations, notices and
other guidance of general applicability issued thereunder.


ARTICLE
18

GOVERNING LAW


18.1         The
parties acknowledge that the Corporation’s principal place of business is
located in the State of Minnesota.  The
parties hereby agree that this Agreement shall be construed in accordance with
the internal laws of the State of Minnesota without regard to the conflict of
laws thereof.


ARTICLE
19

SURVIVAL


19.1         The
parties agree that Articles 7, 8 and 9 of this Agreement, and those provisions
necessary for the enforcement of Articles 7, 8 and 9 of this Agreement, shall
survive termination of this Agreement and termination of Executive’s employment
for any reason.


ARTICLE
20

UNDERSTANDINGS


20.1         Executive hereby acknowledges that (a) the
Corporation informed him, as part of the offer of employment under this
Employment Agreement and prior to her accepting employment with the Corporation
under the terms and conditions set forth in this Agreement, that the
restrictive covenants contained in Articles 7, 8 and 9 of this Agreement would
be required as part of the terms and conditions of her employment with the
Corporation under this Agreement; (b) this Agreement constitutes good and
valuable consideration in exchange for the restrictive covenants contained in
Articles 7, 8 and 9 of this Agreement, (c) she has carefully considered the
restrictions contained in this Agreement and determined that they are
reasonable; and (d) the restrictions in this Agreement will not unduly restrict
Executive in securing other employment or earning a livelihood in the event of
her termination from the Corporation.


20.2         By
signing below, Executive authorizes the Corporation to notify third parties
(including, but not limited, Executive’s actual or potential future employers)
of Articles 7, 8 and 9 of this Agreement, and those provisions necessary for
the enforcement of Articles 7, 8 and 9 of this Agreement, and Executive’s
responsibilities thereunder.


20.3         Executive
represents and warrants to the Corporation that she is not under, or bound to
be under in the future, any obligation to any person, firm, or corporation that
is or would be inconsistent or in conflict with this Agreement or would
prevent, limit, or impair in any way the performance by her of her obligations
hereunder.



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20.4         If
Executive possesses any information that she knows or should know is considered
by any third party, such as a former employer of Executive’s, to be
confidential, trade secret, or otherwise proprietary, Executive shall not
disclose such information to the Corporation or use such information to benefit the Corporation in any way.


IN WITNESS
WHEREOF, the Corporation has hereunto signed its name and Executive hereunder
has signed her name, all as of the day and year first above written.


	
  

  	
  CHRISTOPHER & BANKS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date: August 7,
  2006

  	
  By:

  	
   /s/ Joseph
  Pennington

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Chief Executive Officer

  	
   

  
	
  /s/ Andrew
  Moller

  	
   

  	
   

  
	
  Witness

  	
   

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date: August 7,
  2006

  	
  /s/ Monica Dahl

  	
   

  
	
   

  	
  Monica Dahl

  
	
  /s/ Andrew
  Moller

  	
   

  	
   

  
	
  Witness

  	
   

  
								



 



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