STOCK OPTION PLAN BLACKHAWK CAPITAL GROUP BDC, INC.

The purpose of this Stock Option Plan (this "Plan") is to advance the interests of Blackhawk Capital Group BDC, Inc. (the "Company") by providing to directors and officers of the Company and to other key employees of the Company who have substantial responsibility for the direction and management of the Company additional incentives to exert their best efforts on behalf of the Company, to increase their proprietary interest in the success of the Company, to reward outstanding performance and to provide a means to attract and retain persons of outstanding ability to the service of the Company.  Options granted under this Plan may qualify as incentive stock options ("ISOs"), as defined in Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

This Plan shall be administered by a committee (the "Committee") comprised of at least two (2) members of the Company's Board of Directors who each shall be (a) a "non-employee director," as defined in Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended, unless administration of the Plan by "non-employee directors" is not then required for exemptions under Rule 16b-3 to apply to transactions under the Plan, (b) not an "interested person," as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "Act"), and (c) an "outside director" as defined under Section 162(m) of the Code, unless the action taken pursuant to the Plan is not required to be taken by "outside directors" to qualify for tax deductibility under Section 162(m) of the Code.  The Committee shall interpret this Plan and, to the extent and in the manner contemplated herein, shall exercise the discretion reserved to it hereunder.  The Committee may prescribe, amend and rescind rules and regulations relating to this Plan and to make all other determinations necessary for its administration.  The decision of the Committee on any interpretation of this Plan or administration hereof, if in compliance with the provisions of the Act and regulations promulgated thereunder, shall be final and binding with respect to the Company, any optionee or any person claiming to have rights, as or on behalf of any optionee.  Each issuance of options to directors, officers and other employees of the Company will be approved by a required majority, as defined in Section 57(o) of the Act, of the Board of Directors on the basis that such issuance is in the best interests of the Company and its stockholders.

The shares subject to option and the other provisions of this Plan shall be shares of the Company's common stock, par value $0.00001 per share (the "shares").  Subject to the provisions hereof concerning adjustment, the total number of shares that may be purchased upon the exercise or surrender of stock options granted under this Plan shall not exceed 3,000,000 shares, 2,500,000 of which shall be ISOs, which includes all shares with respect to which options have been granted or surrendered for payment in cash or other consideration pursuant to this Plan.  In the event any option shall cease to be exercisable in whole or in part for any reason, the shares which were covered by such option, but as to which the option had not been exercised, shall again be available under this Plan.  Shares may be made available from authorized, unissued or reacquired stock or partly from each.

Each option agreement shall state the price at which the subject option may be exercised, which shall not be less than the current fair market value of the shares at the date of issuance of an option, which shall be determined by the Committee; provided, that the exercise price of any option what is intended to be an ISO and that is granted to a holder of 10% or more of the Company's shares shall not be less than 110% of such current fair market value.

Each option agreement shall state the period or periods of time within which the subject option may be exercised, in whole or in part, by the optionee as may be determined by the Committee; provided, that the option period shall not exceed ten years from the date of issuance of the option and, in the case of an option that is intended to be an ISO and that is granted to a holder of 10% or more of the Company's shares, shall not exceed five years.

Full payment for shares purchased shall be made at the time of exercising the option in whole or in part.  Payment of the purchase price shall be made in cash (including check, bank draft or money order).

Options shall not be transferable other than by will, intestacy, or as otherwise permitted by the Act, provided that a transfer will not be permitted to the extent that it would result in adverse tax consequences for the optionee under Section 83 or Section 422 of the Code.

The period during which an option may be exercisable following a termination of service generally may not exceed three months, unless (i) employment is terminated for cause, in which case options are forfeited; (ii) employment is terminated as the result of disability, in which case in the discretion of the Committee the incentive stock options may be exercised during a period of one year following the date of such disability, or (iii) employment is terminated as the result of death, or if the employee dies following a termination of service (other than as a result of disability) and during the period that the incentive stock option is still exercisable, in which case in the discretion of the Committee the incentive stock option may be exercised during a period of one year following the date of such death.  In no event, however, may an incentive stock option be exercised after the expiration of its original term.

(a)           For nonqualified stock options, on a stock split (including a reverse stock split) or stock dividend in which the only effect is to increase or decrease on a pro-rata basis the number of shares subject to the nonqualified stock option, the Committee may, in its exclusive discretion, proportionally adjust the exercise price and numbers of shares subject to the nonqualified stock option.

(b)           For incentive stock options, if any combination, consolidation, forward or reverse split, merger, reorganization, repurchase, spin-off, or exchange of stock, stock dividend or other special and nonrecurring dividend or distribution (whether in cash, securities or other property), liquidation, dissolution, or other transaction, affects the Common Stock such that an adjustment is appropriate to prevent dilution o