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TERMS OF ADVISOR TO THE BOARD AGREEMENT

Consulting Services Agreement

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16 Firebush Road, Levittown, PA | Blackhawk Capital Group BDC, Inc

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Title: TERMS OF ADVISOR TO THE BOARD AGREEMENT
Date: 11/13/2006

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Exhibit 10.1

TERMS OF ADVISOR TO THE BOARD AGREEMENT

Parties:
 
Blackhawk Capital Group BDC, Inc., (the “Company”) and Robert S. Tull, Jr. (“Advisor”), with a residence at 16 Firebush Road, Levittown, PA 19056.
     
Effective Date:
 
Closing of transactions (“Closing”) pursuant to Company’s Regulation E offering for $5 million (“Offering”).
     
Term:
 
Three years (“Term”). After Term, Advisor to the Board Agreement shall be subject to one-year extension if agreed to in writing by parties.
     
Duties:
 
Duties include, serving as Advisor to the Board of the Company. Duties will consist of the following: advising the Board on investment decisions and strategies, coordinating investment diversification in the strategies and analyzing investment opportunities with the Company’s fund manager, and having an advisory position on the Company’s Investment Commitment Committee. Advisor shall report to the Chairman of the Board of Company.
     
Compensation:
 
To be determined by the Board following the Effective Date and to be covered on the Company’s Director’s and Officers and Errors and Omissions insurance policies.
     
Bonus:
 
Bonus based upon attainment of performance goals established by Board of Directors.
     
Expenses:
 
Advisor will be reimbursed for all reasonable out-of-pocket business-related expenses including meals, lodging and travel costs. The Board of Directors will adopt a resolution outlining the Company’s expense policy, which will then govern.
     
Vacation:
 
Four (4) weeks paid vacation per year.
     
Benefits:
 
Participation in medical plan and eligible to participate in any other Company benefit plans.
     
Release/Released:
 
Advisor to the Board may be Released from their duties as follows:

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