EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (this " Agreement ") is made and entered into as of this 30th day of January, 2009 by and between Blackhawk Capital Group BDC, Inc., a Delaware corporation (the " Company ") and Craig A. Zabala (" Employee ").

WHEREAS, the Company is a business development company (" BDC ") registered and regulated under the Investment Company Act of 1940, as amended (the "Investment Company Act");

WHEREAS , Employee founded the Company in 2004 and has served as Chairman, President and Chief Executive Officer, acting Chief Financial Officer, acting Chief Compliance Officer, and in charge of Investor Relations, and other offices and has served all such offices without any compensation from the Company's founding to date;

WHEREAS , subject to the approval of the Board of Directors of the Company, the Company desires to employ Employee and to enter into this Agreement embodying the terms of such employment and Employee desires to enter into this Agreement and to accept such employment, subject to the terms and provisions hereof.

NOW, THEREFORE , in consideration of the premises and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are mutually hereby acknowledged, the Company and Employee hereby agree as follows:

Section 1.    Definitions.   Unless defined in other sections of this Agreement, the following defined terms shall have the meaning set forth below:

(a)  " Accrued Obligations " shall mean (i) all accrued but unpaid Base Salary through the date of termination of Employee’s employment, (ii) any unreimbursed expenses incurred by Employee in accordance with Section 6 below, and (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, in accordance with the terms therein, including but not limited to any accrued but unused vacation.

(b)  " Affiliate " means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified or is a director or officer of such Person.

(c)  " Base Salary " shall mean the salary provided for in Section 4(a) below or any increased salary granted to Employee pursuant to Section 4(a).

(d)  " Board " shall mean the Board of Directors of the Company.

(e)  " Cause " shall mean (i) acts of gross negligence or willful misconduct by Employee in connection with Employee's employment duties; (ii) embezzlement or fraud committed by Employee; (iii) Employee's indictment for, admission to, or entry of pleas of no contest to any felony or any other crime involving moral turpitude; (iv) Employee's material breach of any material provision of this Agreement; (v) Employee's material violation of any state or federal law relating to workplace conduct (including, without limitation, laws relating to sexual harassment or age, sex or other prohibited discrimination); (vi) Employee's failure to perform Employee's duties as a result of habitual drunkenness or substance abuse; (vii) Employee's material failure to perform Employee's duties for any other reason; (viii) the occurrence of an Insolvency Event; (ix) Employee’s commission of any material violation of any material written Company policy (including the Company's Code of Ethics and Code of Conduct); provided, that in the circumstances described in clauses (iv), (vii) and (ix), Employee shall have 30 calendar days to cure the default (if curable) after written notice of the existence of Cause from the Company; or (x) Employee has been found by the Securities and Exchange Commission (" SEC "), or any other similar federal or state regulatory agency, to have engaged in conduct upon which such agency has revoked (after Employee has exhausted all appeals or has admitted to such finding by consent) Employee's authorization to serve as an officer, board member or stockholder of the Company, any of its Affiliates or of another business development company.

(f)  " Confidential Information " shall have the meaning set forth in Section 8(a) below.

(g)  " Control " means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.  The terms "Controlling" and "Controlled" have meanings correlative thereto.

(h)  " Disability " shall mean any physical or mental disability or infirmity that prevents the performance of Employee's duties for a period of (i) one hundred twenty (120) consecutive calendar days or (ii) one hundred eighty (180) non-consecutive calendar days during any twelve (12) month period.

(i)  " Effective Date " shall mean February 1, 2009, which is the effective date of this Agreement.

(j)  " Employment Period " shall mean the period specified in Section 2 below.

(k)  " Events " shall mean the closing of both of the following two transactions by the Company:

(l)  " Good Reason " shall mean, without Employee's consent, (i) any reduction in Employee's Base Salary; (ii) the relocation of Employee's principal place of employment more than fifty (50) miles from its current location (it being understood that temporary assignments for purposes of opening new locations, personal appearances or similar events shall not constitute a relocation for purposes of this clause (ii)); (iii) except as set forth in Section 7(g), a material diminution in Employee's title or duties; or (iv) a material breach of Section 4 of this Agreement by the Company, provided, that the Company shall have 30 calendar days to cure the default after written notice of the existence of Good Reason from Employee.

(m)  " Governmental Authority " means the government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency (including the SEC), authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

(n)  " Insolvency Event " means

and such voluntary or involuntary case or other proceeding, as applicable, shall remain undismissed and unstayed for a period of 90 calendar days; or an order for relief shall be entered against Employee under the Federal bankruptcy laws as now or hereafter in effect.

(o)  " N-2 Registration Statement " means the (i) filing by the Company of its Form N-2 Registration Statement with the SEC and (ii) the N-2 Registration Statement being declared effective by the SEC.

(p)  " Person " means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

(q)  “Restricted Period ” shall mean the period of Employer’s employment with the Company, plus 12 months following the termination of such employment.

(r)  " Rule 506 Offering " means the Company's Rule 506 common stock private placement offering to qualified institutional buyers ("QIBs") and accredited investors under Regulation D under the Securities Act.

(s)  " Severance Term " shall mean the period specified in Section 7(d)(ii) below.

(t)  " Subsidiary " shall mean any corporation, partnership, limited liability company or other business entity of which securities or other ownership interests representing more than 50% of the equity, more than 50% of the ordinary voting power, more than 50% of the general partnership interests or more than 50% of the limited liability company membership interests are, at the time any determination is being made, owned directly or indirectly by the Company.

Section 2.   Acceptance and Employment Period.

The Company agrees to employ Employee and Employee agrees to serve the Company on the terms and conditions set forth herein.  The Company and Employee acknowledge and agree that the employment period (the " Employment Period ") shall commence on the Effective Date and shall continue until three (3) years thereafter.  The Employment Period will be automatically renewed for one (1) additional year each year unless ninety (90) calendar days prior to the end of the applicable Employment Period, the Company advises Employee in writing that it does not wish to extend the Employment Period for an additional year.

Section 3.  Position, Duties and Responsibilities.

(a)  Subject to Section 7(g) of this Agreement, during the Employment Period, Employee shall be the President and Chief Executive Officer of the Company (together with such other position or positions consistent with such title as the Board shall specify from time to time); provided that if the Company hires and/or enters into an employment agreement with Robert S. Tull, Jr. or any other executive who serves as President and Chief Operating Officer of the Company, Employee shall resign his position as President.  Employee agrees to serve as acting Chief Financial Officer and acting Chief Compliance Officer until the Company retains employees for such positions.  Employee also agrees to serve as an officer of any Subsidiary of the Company without additional compensation.

(b)  Employee shall devote his full business time, attention, and skill to the performance of his duties under this Agreement and shall not engage in any other business or occupation during the Employment Period.  Notwithstanding the foregoing, nothing herein shall preclude Employee from (i) (a) working for The Concorde Group, Inc. (" Concorde "), DBL Holdings, LLC and other Concorde Subsidiaries and Affiliates, provided that such work does not compete with the business and business opportunities of the Company and (b) serving as a member of the board of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses (with the prior written approval of the Board, which approval shall not be unreasonably withheld) or the board of directors or advisory boards of charitable organizations; (ii) engaging in charitable activities and community affairs, and (iii) managing his personal investments provided that such investments are passive investments in businesses not competitive with the business of the Company and such activities are consistent with Section 8(b); provided, however, that the activities set out in clauses (i), (ii) and (iii) shall be limited by Employee so as not to interfere, individually or in the aggregate, with the performance of his duties and responsibilities hereunder.

Section 4.    Compensation.   Employee shall be entitled to the following compensation:

(a)  Base Salary .  Employee shall be paid an annualized base salary, payable in accordance with the regular payroll practices of the Company, of $60,000 (" Base Salary ").  The Board will consider increases to this Base Salary annually if the Employment Period is extended.  Increases, if any, to Employee's Base Salary must be approved in writing by the Board in order to become effective.  The Company recognizes the valuable service the Employee has provided to the Company since 2004 serving as founder, President, Chief Executive Officer, acting Chief Financial Officer and acting Chief Compliance officer and other offices without any support and assistance (except from one part-time person) and without any compensation.  The Company also recognizes and acknowledges that the Employee has been working to negotiate, structure, contact and work with investors with respect to the Events, and such efforts are and will be focused particularly upon the closing of the Events.  In consideration of all of the foregoing service which Employee has not been compensated for to date, upon consummation of the Company selling the minimum amount ($3,000,000) in its Rule 506 Offering, the following shall apply:  (i) the Company shall increase Employee's annual Base Salary to $250,000; and (ii) the Company agrees to pay $50,000 to Employee (which amount may be proportionately increased depending on whether funds greater than the minimum are raised from investors in the Company's Rule 506 Offering but not to an amount greater than $100,000).  If the minimum amount is not raised in the Rule 506 Offering, Employee’s annual Base Salary shall remain at $60,000.  The Company also agrees to renegotiate Base Salary with Employee throughout the Employment Period, provided that Base Salary shall not be reduced below $60,000.

(b)  Options .  Employee shall be entitled to be granted 600,000 options to purchase shares of Common Stock at an exercise price of fair market value per share on date of grant as determined by the Board of Directors pursuant to the requirements of the Company's Stock Option Plan and the Board of Directors will also determine vesting for such grant pursuant to the requirements of the Stock Option Plan, provided that (i) the Company issues such options pursuant to its Stock Option Plan approved by the stockholders and board of directors of the Company in accordance with the Investment Company Act of 1940; (ii) such issuance and Stock Option Plan comply with the Investment Company Act of 1940 provisions applicable to options issued to an officer of a business development company; and (iii) upon issuance, the exercise price of the options must be above the net asset value per share of common stock of the Company.

Section 5.  Employee Benefits.

During the Employment Period, Employee shall be entitled to participate in health, insurance, 401(k) plan and other benefits, if any, generally provided to other senior executives of the Company.  Employee shall also be entitled to the same number of holidays, vacation, sick days and other benefits as are generally allowed to senior executives of the Company in accordance with the Company policy in effect from time to time.

Section 6.  Reimbursement of Business Expenses.

Employee is authorized to incur reasonable expenses in carrying out his duties and responsibilities under this Agreement and the Company shall promptly reimburse him for all business expenses incurred in connection with carrying out the business of the Company, subject to documentation and otherwise in accordance with the Company’s policy, as in effect from time to time.

Section 7.   Termination of Employment.

(a)  General .  The Employment Period shall terminate upon the earliest to occur of (i) Employee's death, (ii) a termination by reason of a Disability, (iii) a termination by the Com