SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 12)**

First California Financial Group, Inc.**

(Name of Issuer)

Common Stock

(Title of Class of Securities)

636912206

(CUSIP Number)

Thomas G. Lovett, IV
Michael P. Warren
Lindquist & Vennum P.L.L.P.
4200 IDS Center
80 South 8th Street
Minneapolis, Minnesota  55402
612-371-3211

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 20, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

** On March 12, 2007, National Mercantile Bancorp. (“National Mercantile”), FCB Bancorp. (“FCB”) and First California Financial Group, Inc. (the “Company”) consummated the reincorporation merger of National Mercantile into its wholly-owned subsidiary, the Company. The Company succeeded to the reporting status of National Mercantile under Rule 12g-3 of the Exchange Act. The Reporting Persons have filed Schedule 13D (Amendments Nos. 1-11) with respect to ownership of equity securities of National Mercantile and now file this Schedule 13D (Amendment No. 12) with respect to ownership of equity securities of the Company, the successor to National Mercantile.

CUSIP No.   636912206
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Carl R. Pohlad, as Trustee
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) Not applicable.
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Minnesota
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 387,498
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 387,498
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 387,498
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x
	13.	Percent of Class Represented by Amount in Row (11) 3.4%
	14.	Type of Reporting Person (See Instructions) IN

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CUSIP No.   636912206
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) James O. Pohlad
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Minnesota
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 960,632
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 960,632
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x
	13.	Percent of Class Represented by Amount in Row (11) 8.3%
	14.	Type of Reporting Person (See Instructions) IN

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CUSIP No.   636912206
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Robert C. Pohlad
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Minnesota
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 960,369
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 960,369
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x
	13.	Percent of Class Represented by Amount in Row (11) 8.3%
	14.	Type of Reporting Person (See Instructions) IN

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CUSIP No.   636912206
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) William M. Pohlad
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) PF
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Minnesota
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 960,370
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 960,370
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   x
	13.	Percent of Class Represented by Amount in Row (11) 8.3%
	14.	Type of Reporting Person (See Instructions) IN

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Reference is hereby made to the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “Commission”) on August 16, 2001, as last amended by that Amendment No. 11 to Schedule 13D filed with the Commission on December 15, 2006 (the “Schedule 13D”).  This Amendment No. 12 amends and supplements the statement on Schedule 13D (Amendment No. 11). Terms defined in the Schedule 13D are used herein as so defined.   On March 12, 2007, National Mercantile Bancorp. (“National Mercantile”), FCB Bancorp. (“FCB”) and the Company consummated the reincorporation merger of National Mercantile into its wholly-owned subsidiary, the Company.  The Company succeeded to the reporting status of National Mercantile under Rule 12g-3 of the Exchange Act.  The Reporting Persons have filed Schedule 13D (Amendments Nos. 1-11) with respect to ownership of equity securities of National Mercantile and now file this Schedule 13D (Amendment No. 12) with respect to ownership of equity securities of the Company, the successor to National Mercantile.

Item 5.    Interest in Securities of Issuer

                (a) Number and Percentage of Class beneficially owned: 

On June 20, 2007, three of the Reporting Persons entered into a Securities Purchase Agreement with Robert Bartlett, the Executive Vice President and Chief Credit Officer of the Company (the “Bartlett Agreement”).

Under the terms of the Bartlett Agreement, on June 20, 2007, the following persons (“Purchasers”) purchased shares from Bartlett at a price of $15.645 per share:

Purchaser	Shares of Common Stock
James O. Pohlad	13,125
Robert C. Pohlad	13,125
William M. Pohlad	13,125
	39,375

Bartlett also agreed that he will exercise options to purchase 9,375 shares of Common Stock on or before February 29, 2008, and on the tenth business day following the one-year anniversary of such exercise, the Purchasers will purchase such shares from Bartlett at a per share purchase price equal to the greater of (i) $15.645 and (ii) the average per share closing price of the Common Stock as reported on the Nasdaq Capital Market during the 30-day period ending on the last trading day preceding the date of purchase, with each Purchaser purchasing the following number of shares of Common Stock:

Purchaser	Shares of Common Stock
James O. Pohlad	3,125
Robert C. Pohlad	3,125
William M. Pohlad	3,125
	9,375

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The rights and obligations under the Bartlett Agreement will be suspended or terminated in the event the Company files a Form 8-K announcing a transaction in which the Company would be acquired by a third party for cash or other similar corporate transaction.  The Bartlett Agreement also provides the agreement will survive the consummation of any merger of the Company with another entity or entities, unless the merger is a cash-out merger.

In addition to the shares of Common Stock purchased under the Bartlett Agreement, the Purchasers also purchased the following shares of Common Stock on June 20, 2007 under the Montgomery Agreement at a per share purchase price equal to $22.764:

Purchaser	Shares of Common Stock
James O. Pohlad	18,578
Robert C. Pohlad	18,578
William M. Pohlad	18,579
	55,735

The Montgomery Agreement is described in prior filings on this Schedule 13D.

The following table shows as of June 20, 2007 the number of shares of the Company’s stock owned by, and percentage beneficial ownership of, each of the Reporting Persons and by the Reporting Persons as a group:

Name	Shares of  Common  Stock	Percentage of Class	Shares of  Series A  Preferred  Stock	Percentage  of Class	Common  Stock and  Equivalents	Percentage  Beneficial  Ownership  All Classes
Carl R. Pohlad (1)	387,498	3.4	0	—	387,498	3.4
James O. Pohlad (2)	873,482	7.6	334	33.4	960,632	8.3
Robert C. Pohlad	873,480	7.6	333	33.3	960,369	8.3
William M. Pohlad	873,481	7.6	333	33.3	960,370	8.3
Reporting Persons as a Group	3,007,941	26.2	1,000	100.0	3,268,869	28.3

(1)Represents 193,749 shares of common stock held by Trust 1 and 193,749 shares of common stock held by Trust 2.  Carl R. Pohlad is the sole trustee and sole beneficiary of Trust 1 and Trust 2.

(2)Includes 176 shares of common stock James O. Pohlad has the obligation to repurchase and right to repurchase from W. Douglas Hile for aggregate consideration of $10 pursuant to that certain Director’s Qualifying Shares Agreement dated July 25, 2003.  The repurchase obligation is triggered upon (a) the voluntary or involuntary termination of Mr. Hile as a member of the Board of Directors of the Company; (b) notice of desire to sell or repurchase, respectively; (c) determination of the provisions of the Director’s Qualifying Shares Agreement as illegal, unenforceable or in contravention of banking law or (d) bankruptcy or insolvency of Mr. Hile.

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The percentages of beneficial ownership are based on the following number of shares of each class outstanding as of April 16, 2007 as represented by the Company in its Quarterly Report on Form 10-Q for the quarterly period ending March 31, 2007: 11,548,233 shares of common stock and 1,000 shares of Series A Preferred Stock.  The column entitled “Common Stock and Equivalents” represents the number of shares of Company’s common stock and the number of shares of common stock issuable within 60 days of June 20, 2007 upon conversion of the Company’s Series A Preferred Stock, as described below.  The column entitled “Percentage of Beneficial Ownership All Classes” shows the percentage beneficial ownership of the Company’s common stock and the shares of common stock issuable within 60 days of June 20, 2007 upon conversion of the Company’s Series A Preferred Stock and acquirable in connection with the Agreement. 

In addition to the shares of common stock owned or issuable upon conversion of the Series A Preferred Stock, the Reporting Persons have the right to purchase additional shares under the Montgomery Agreement, the Brown Agreement and the Bartlett Agreement in the future as set forth below.  Because none of these shares are purchasable by any Reporting Persons within 60 days of June 20, 2007, they are not included in the shares listed in the table above.  The Brown Agreement is described in prior filings on this Schedule 13D. 

Name	Shares of Common Stock Acquirable Pursuant to  Montgomery Agreement	Shares of Common Stock Acquirable Pursuant to  Brown Agreement	Shares of Common Stock Acquirable Pursuant to  Bartlett Agreement
James O. Pohlad	55,690	5,208	3,125
Robert C. Pohlad	55,692	5,209	3,125
William M. Pohlad	55,691	5,208	3,125
Reporting Persons as a Group	167,073	15,625	9,375

The Series A Preferred Stock is convertible into the number of shares of Common Stock of the Company as is equal to the liquidation amount divided by the conversion price.  The liquidation amount per share of Series A Preferred Stock is $1,000 plus 8.5% per annum of $1,000, accruing from the date of issuance of the Series A Preferred Stock.  The initial conversion price is $5.63 per share of Common Stock.  Both the liquidation amount and the conversion price are subject to adjustment upon the occurrence of certain events.  Based upon the above formula, each share of Series A Preferred Stock is convertible into 260.93 shares of the Company’s Common Stock as of June 20, 2007. 

The following number of shares of Common Stock are issuable within 60 days of June 20, 2007 upon conversion of the Series A Preferred Stock held by the following Reporting Persons: 

James O. Pohlad	87,150 shares
Robert C. Pohlad	86,889 shares
William M. Pohlad	86,889 shares

                (b) Voting and Dispositive Power: 

Each Reporting Person has sole voting and sole investment power over the respective securities noted

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above as beneficially owned by him.  In addition, pursuant to that certain Director’s Disqualifying Shares Agreement dated July 25, 2003, James O. Pohlad was granted voting power over the 176 shares of the Company’s common stock held by Mr. Hile that are the subject of the Director’s Disqualifying Shares Agreement.

                (b) Transactions within 60 days: 

In the past sixty days, transactions effected by the Reporting Persons or by any other person whose beneficial ownership may be attributable to the Reporting Persons consisted only of the transactions described above.

                (d) Right to Direct the Receipt of Dividends:  Not Applicable.

                (e) Last Date on Which Reporting Person Ceased to be a 5% Holder:  Not Applicable.

Item 7.    Material to be filed as Exhibits.

A.           Securities Purchase Agreement dated as of June 20, 2007 by and among Robert Bartlett, James O. Pohlad, Robert C. Pohlad, and William M. Pohlad.

B.*         Certificate of Rights, Preferences and Privileges of Series A Convertible Perpetual Preferred Stock of First California Financial Group, Inc., incorporated by reference to Exhibit A to Amended and Restated Certificate of Incorporation of First California Financial Group, Inc. (incorporated by reference to Appendix A to First California Financial Group, Inc.’s Definitive Proxy Statement dated May 29, 2007).

C.*         Registration Rights Agreement dated June 15, 2006 by and between First California Financial Group, Inc. and the Reporting Persons (incorporated by reference to Exhibit 10.10 to First California Financial Group, Inc.’s Form S-4 Registration No. 333-138161 filed October 23, 2006).

*Incorporated by reference

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  June 29, 2007

/s/ Carl R. Pohlad

Carl R. Pohlad, Trustee

Carl R. Pohlad Revocable Trust No. 1 UTA dated June 28, 1991

Carl R Pohlad Revocable Trust No. 2 UTA dated May 28, 1993

/s/ James O. Pohlad

James O. Pohlad

/s/ Robert C. Pohlad

Robert C. Pohlad

/s/ William M. Pohlad

William M. Pohlad

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EX-99.A

Exhibit A

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of the 20th day of June, 2007 (the “Effective Date”), by and among ROBERT BARTLETT, an individual and resident of the State of California (“Seller”), JAMES O. POHLAD, an individual and resident of the State of Minnesota (“JOP”), ROBERT C. POHLAD, an individual and resident of the State of Minnesota (“RCP”), and WILLIAM M. POHLAD, an individual and resident of the State of Minnesota (“WMP”; and, together with JOP and RCP, the “Purchasers” and each, individually, a “Purchaser”).

W  I  T  N  E  S  S  E  T  H :

WHEREAS, Seller serves as the Executive Vice President and Chief Credit Officer of First California Financial Group, Inc., a California corporation and a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “Company”);

WHEREAS, Seller is the holder of incentive stock options (the “Options”) to purchase 48,750 shares of the Company’s common stock, no par value per share (“Common Stock”), which Options have been awarded to Seller under the Company’s equity compensation plans;

WHEREAS, Purchasers are existing holders of shares of the Company’s capital stock;

WHEREAS, Seller and Purchasers desire to provide for the purchase and sale of the shares of Common Stock that Seller may acquire upon exercise of the Options (collectively, the “Shares”) under the circumstances and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.             Purchase of Common Stock Issued Upon Exercise of Options.

(a)       First Exercise and Purchase.  On or before the Effective Date, Seller shall exercise Options to purchase 39,375 shares of Common Stock (the “First Option Exercise”).  Subject to the terms and conditions of this Agreement, Seller and each Purchaser hereby covenant and agree that no later than the first business day following the Effective Date, Seller shall sell to Purchasers, and Purchasers shall purchase from Seller, the shares of Common Stock issued in connection with the First Option Exercise for a per share purchase price of $15.645 per share, and with each Purchaser obligated to purchase the following number of shares of Common Stock:

Purchaser	Number of Shares of Common Stock
JOP	13,125
RCP	13,125
WMP	13,125
Total	39,375

Purchasers shall pay the purchase price for the purchase and sale of the Common Stock pursuant to this Section 1(a) as follows: (i) payment of the exercise price for the Options subject to the First Option Exercise on Seller’s behalf to the Company and (ii) payment of the balance of the purchase price to Seller.

(b)       Second Option Exercise and Purchase.  Seller shall exercise Options to purchase 9,375 shares of Common Stock on or before February 29, 2008 (the “Second Option Exercise”).  Immediately following the Second Option Exercise, Seller shall deliver written notice to each Purchaser indicating the date of the Second Option Exercise and number of shares acquired. On the tenth business day following the one-year anniversary of the Second Option Exercise or on such other date as the parties may mutually agree, Seller shall sell to Purchasers, and Purchasers shall purchase from Seller, the shares of Common Stock issued to Seller in connection with the Second Option Exercise for a per share purchase price equal to the greater of (i) $15.645 per share and (ii) the average per share closing price of Common Stock as reported on the Nasdaq Capital Market or other applicable public exchange on which such Common Stock is traded, to the extent such Shares are so reported, during the thirty (30) calendar day period ending on the last trading day preceding the date of purchase by Purchasers of the Shares.  Appropriate adjustments shall be made in the number and class of shares to be purchased hereunder in the event of a stock dividend, stock split, reverse stock split, combination, reclassification or like change in the capital structure of the Company.  Each Purchaser shall purchase the following number of shares of Common Stock pursuant to this paragraph 1(b):

Purchaser	Number of Shares of Common Stock
JOP	3,125
RCP	3,125
WMP	3,125
Total	9,375

(c)       Closing Deliveries, Assignment and Assumption of Obligations.  In connection with each purchase and sale of Common Stock pursuant to this Section 1: (i) Seller shall sell, assign, transfer, convey and deliver to Purchasers such shares free and clear of any and all liens, charges, covenants, conditions, easements, adverse claims, demands, encumbrances, limitations, security interests, options, pledges or any other title defects or restrictions of any kind; and (ii) Seller shall make such other deliveries to Purchasers as Purchasers may reasonably deem to be necessary or desirable to consummate the transactions contemplated hereby.  In the event a Purchaser fails or is otherwise unable to perform his obligations under this Section 1 for any reason, the remaining Purchasers shall have the option of assuming and performing the obligations of the defaulting Purchaser on a pro rata basis.

2.             Company Sale Transaction.  Notwithstanding anything to the contrary in this Agreement, in the event that: (a) the Company files a Form 8-K with the Securities and Exchange Commission, in which the Company announces (i) a merger of the Company with an unrelated third party pursuant to which the shareholders of the Company would receive cash as consideration in connection with such merger, (ii) a sale of all of the outstanding shares of the Company’s capital stock to one or more third parties or (iii) a sale of all or substantially all of the assets of the Company, or (b) a person or entity has announced a tender offer for no less than a

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majority of the outstanding shares of the Common Stock (each, a “Company Sale Transaction”), then Seller’s obligations under this Agreement to sell any remaining Shares to Purchasers shall be suspended during the pendency of such Company Sale Transaction and (A) if such Company Sale Transaction is consummated, Seller’s obligation to sell Shares to Purchasers shall terminate in respect of any remaining Shares that Seller sells in connection with such Company Sale Transaction (or in respect of all remaining Shares if such Company Sale Transaction is structured as a sale of all or substantially all of the assets of the Company) or (B) if such Company Sale Transaction terminates without being consummated for any reason whatsoever, Seller shall be obligated to sell to Purchasers any Shares that Seller would have been required to sell to Purchasers during the pendency of such Company Sale Transaction.  In the event of a Company Sale Transaction in which Seller transfers all of his remaining Shares, this Agreement shall terminate.  This Agreement shall survive the consummation of any merger of the Company with another entity or entities other than a merger in which the Seller does not receive or retain any equity securities of the surviving entity in exchange for his Shares and/or Options (a “Non Cash-Out Merger”). In the event of a Non Cash-Out Merger: (i) all references in this Agreement to Shares, Options and Common Stock and any other instruments evidencing ownership interests or securities convertible into or exercisable for any ownership interests in the Company shall refer to the equivalent ownership interests or convertible or exercisable securities in the surviving entity; (ii) references to the Company shall mean the surviving entity; and (iii) appropriate adjustments shall be made in the number and class of shares of the surviving entity of any Non Cash-Out Merger to be purchased hereunder after giving effect to any applicable exchange ratio.

3.             Blackout Periods.  Notwithstanding anything to the contrary in this Agreement, in the event that Seller has an obligation to consummate a sale of Shares to Purchasers under this Agreement at any time that Seller is restricted from selling Shares due to applicable federal and/or state securities laws or Company policy, then Seller’s obligation under this Agreement to sell Shares to Purchasers shall be suspended until such time as such restrictions terminate or lapse, at which time Seller shall be obligated to sell such Shares to Purchasers in accordance with the terms and conditions hereof.

4.             Legend.  Each existing or replacement certificate for Shares shall bear the following legend upon its face:

“THE SALE, DELIVERY, ASSIGNMENT, GIFT, BEQUEST, DEVISE EXCHANGE OR OTHER TRANSFER OF ANY KIND, AS WELL AS ANY PLEDGE, HYPOTHECATION OR ENCUMBRANCE, OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE, IS RESTRICTED BY, AND SUBJECT TO THE TERMS AND CONDITIONS OF, A CERTAIN SECURITIES PURCHASE AGREEMENT, DATED AS OF JUNE    , 2007, BY AND AMONG THE HOLDER HEREOF AND CERTAIN OTHER PARTIES.”

5.             Successors, Assignments and Transfers; No Third-party Beneficiaries.  This Agreement and the rights and obligations of the parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, assigns and legal representatives, but shall not otherwise be for the benefit of any third party.  Each Purchaser shall be entitled to assign each such Purchaser’s rights or obligations under this Agreement, in whole or in part, without the prior written consent of Seller, to another Purchaser or an affiliate.  Except as expressly

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contemplated hereby, Seller shall not be entitled to assign any of his rights or obligations under this Agreement without the prior written consent of each Purchaser.  Without limiting the foregoing and notwithstanding anything herein to the contrary, in the event of any involuntary transfer of Shares that is made, the transferee(s) of such Shares shall take such Shares subject to the terms and conditions of this Agreement and shall be bound by the terms and conditions of this Agreement.

6.             Notices.  Any notice required or permitted by any provision of this Agreement shall be given in writing and shall be delivered personally or by courier, or by registered or certified mail, postage prepaid, addressed to the address set forth in the signature pages hereto or such other address as Seller or a Purchaser may designate in writing from time to time.  Any notices required in connection with this Agreement shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day; (iii) five (5) days after having been sent by registered or certified mail, return receipt requested, postage prepaid; or (iv) one (1) day after deposit with a nationally recognized overnight courier, specifying next day delivery, with written notification of receipt.

7.             Entire Agreement.  This Agreement contains the entire understanding of the parties hereto with respect to the subject matter hereof, supersedes all other agreements between or among any of the parties with respect to the subject matter hereof.  This Agreement shall be interpreted under the laws of the State of Minnesota without reference to conflicts of law provisions.

8.             Amendments and Waivers.  Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of Seller and Purchasers.

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

10.           Section 16(b).  Notwithstanding any provision of this Agreement to the contrary, neither Purchasers nor Seller may exercise their calls or puts on the Shares, and Seller shall have no obligation to sell Shares, if as a result of such exercise or sale Seller would have liability to the Company for profits under Section 16(b) of the Securities Exchange Act of 1934, as amended.

(The Remainder of This Page Has Been Left Intentionally Blank)

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IN WITNESS WHEREOF, the parties hereto have executed this Securities Purchase Agreement as of the date first written above.

/s/ Robert Bartlett	/s/ James O. Pohlad
Robert Bartlett, individually	James O. Pohlad, individually
Address for Notices:	Address for Notices:
	60 South Sixth Street
	Suite 3800
	Minneapolis, MN 55402
	/s/ Robert C. Pohlad
	Robert C. Pohlad, individually
	Address for Notices:
	60 South Sixth Street
	Suite 3800
	Minneapolis, MN 55402
	/s/ William M. Pohlad
	William M. Pohlad, individually
	Address for Notices:
	60 South Sixth Street
	Suite 3800
	Minneapolis, MN 55402

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