Exhibit
No. 10.11
 
 BLACKHAWK
CAPITAL GROUP BDC INC.
 STOCK
OPTION PLAN
 INCENTIVE STOCK OPTION
AGREEMENT
 
 
 INCENTIVE STOCK OPTION
AGREEMENT dated February 1, 2009, by and between Blackhawk Capital Group
BDC Inc., a Delaware corporation having its principal place of business at 14
Wall Street, 11th Floor,
New York, New York 10005 (the "Corporation"), and Craig A. Zabala, an individual
with an address at 14 Wall Street, 11th Floor,
New York, New York 10005 (the "Optionee").
  WHEREAS, the Corporation's
Board of Directors, in December 2008, and, the Corporation's stockholders on
December 15, 2008, adopted the Stock Option Plan (such Stock Option Plan, as the
same may be amended from time to time, is herein referred to as the "Plan"),
pursuant to which the Corporation is authorized to issue incentive stock options
under Section 422 of the Internal Revenue Code (as the same may be amended from
time to time, the "Code");
  WHEREAS, Optionee is Founder,
Chairman, President and Chief Executive Officer of the Corporation, and acting
Chief Financial Officer and acting Chief Compliance Officer of the Corporation;
and
  WHEREAS, the Corporation
desires to grant to Optionee an incentive stock option in accordance with the
terms of the Plan and this Agreement.
  NOW, THEREFORE, in
consideration of the premises and the mutual promises and agreements set forth
herein, it is agreed as follows:
  6.         Option Grant and Exercise
Period.
  (a)
              The
      Corporation hereby grants to the Optionee an incentive stock option under
      Section 422 of the Code (the "Option") to purchase, pursuant to the terms
      and conditions of the Plan, and upon the terms and conditions therein and
      hereinafter set forth, an aggregate of up to 600,000 shares of the
      Corporation's common stock (the "Option Shares").  The Optionee
      may purchase such Option Shares no earlier than the dates set forth in
      subsection 1(b) below (except upon the happening of the events set forth
      in paragraph 5 hereof), and no later than ten (10) years from the date of
      this Agreement.
  (b)
              The
      Option Shares may be purchased commencing on the date hereof, subject to
      the terms of section 5 hereof.
 
 
 7.         Option Exercise
Price.   During the Exercise Period, Optionee shall be
entitled to purchase the Option Shares at $.40 per share, which is a price
(hereinafter called the "Option Price") equal to at least one hundred (100%)
percent of the fair market value of the one share of the Corporation’s common
stock on the date of this Agreement as determined by the Corporation’s Board of
Directors and the Committee.
 8.         Method of Exercise of the
Option.  The Option hereby granted may be exercised in whole or
in part by giving written notice of exercise to the Corporation at its principal
office, in substantially the form of the notice annexed hereto as Annex I, specifying the number
of shares to be purchased.  The effective date of exercise is the date
on which such notice is received by the Corporation, which must be prior to the
date of expiration of this Option.  The notice must be accompanied by
payment in full for the Option Shares purchased.  Payment shall be
made in cash, which may be in the form of a check payable to the Corporation, or
made in such other fashion as is permitted by the Committee in accordance with
the Plan.  Within thirty (30) days of receipt of such payment, subject
to a check having cleared collection, the Corporation shall issue a certificate
or certificates evidencing authorized fully-paid and nonassessable shares of
common stock of the Corporation in the amount of which payment is so
made.  Optionee shall have no rights as a stockholder with respect to
the Option Shares until payment of the Option Price and delivery of the Option
Shares as herein provided.
  9.         Non-transferability of the
Option.This Option shall
be personal to Optionee, shall be exercisable during Optionee's lifetime only by
him, and may not be assigned or transferred, in whole or in part, except by
Optionee's will or in accordance with the applicable laws of descent and
distribution, as more particularly described in paragraph 5 below.
  10.         Termination of Employment,
Death or Disability.  If the Optionee's employment is
terminated with cause, then all of the Optionee’s rights existing hereunder
shall immediately be null and void, and any options granted shall be forfeited,
and the Optionee shall have no further right to purchase any Option
Shares.  If the Optionee dies or ceases to be an employee of the
Corporation due to a non-cause termination or resignation or retirement after
the date of this Agreement, the vested option rights existing on the day the
Optionee dies or ceases to be such an employee may be exercised only within a
period of three (3) months thereafter, subject to the notice requirements
previously stated or prior expiration of the option exercise period, whichever
shall occur sooner.  If the Optionee becomes permanently disabled,
these option rights may be exercised by the Optionee during a period for twelve
(12) months after disability, subject to notice requirements previously stated
or prior expiration of the Exercise Period, whichever shall first
occur.
  11.         Adjustments for Changes in
Corporate Structure or Shares.In the event of any
reorganization, recapitalization, stock split, stock dividend, combination or
exchange of shares, merger, consolidation or any other change in the
Corporation’s capital structure or shares of common stock of the Corporation,
the aggregate number and kind of shares covered by this Option and the Option
Price shall be appropriately increased, decreased or adjusted by the
Corporation’s Board of Directors or its successor.
 
 
  12.         Shareholder Rights not
Granted by the Option.  The Optionee is not entitled by virtue
hereof, to any rights not specifically set forth in this Plan, or to any rights
of a shareholder of the Corporation, or to notice of meetings of shareholders,
or to notice of any other proceedings of the Corporation.
  13.           Notification to the
Corporation Upon Resale.  Should the Optionee wish to sell or
otherwise dispose of any shares purchased upon exercise of this Option within
two (2) years from the date of the granting of this Option or within one (1)
year from the date on which this Option was exercised, the Optionee shall, in
addition to any other notice or statement required hereunder, give the
Corporation at least thirty (30) days prior written notice of such sale or
disposition stating the particulars of such sale or disposition.  The
Optionee acknowledges and understands that any such sale or disposition within
such time periods may result in certain tax consequences to the Optionee, and
Optionee hereby accepts responsibility therefor.
  14.           Investment
Representation.  The Optionee hereby represents and warrants
that all shares purchased upon the exercise of this Option shall be purchased
solely for the Optionee’s account for investment only and not with a view to the
subsequent distribution or resale thereof in violation of the Securities Act of
1933 (the "Act"), and that such shares will not be sold or otherwise disposed of
unless (i) a registration statement under the Act is then in effect with respect
thereto, or (ii) the Optionee has provided to the Corporation an opinion of
counsel satisfactory to the Corporation to the effect that registration is not
required under the Act with respect thereto.  The certificates
representing the shares purchased under this Option may contain such legends as
counsel for the Corporation shall consider necessary to comply with any
applicable law.
  15.           Notices.  All
notices hereunder to the Corporation shall be delivered or mailed to it
addressed to Blackhawk Capital Group BDC Inc., 14 Wall Street, Suite 1100B, New
York, New York 10005, Attn: President, and all notices hereunder to the Optionee
shall be delivered personally or mailed to the Optionee at the Optionee’s
address as noted in this Agreement.  Such addresses for the service of
notices may be changed at any time provided written notice of the change is
furnished in advance to the Corporation or to the Optionee, as the case may
be.
  16.           Plan and Plan
Interpretations as Controlling.The Option hereby
granted and the terms and conditions here set forth are subject in all respects
to the terms and conditions of the Plan, which are controlling.  All
determinations and interpretations of the Committee which administers the Plan
shall be binding and conclusive upon the Optionee or his legal representatives
with regard to any question arising hereunder or under the Plan.
  17.           No Right to Continuing
Employment.  Nothing in this Agreement shall be deemed either
to confer upon Optionee any right to continued employment by the Corporation or
to interfere with any right of the Corporation to terminate the Optionee's
employment at any time.
  18.           Registration or
Qualification of Shares.  If at any time the Corporation's
Committee determines in its discretion that the registration or qualification of
the shares covered hereby under any state or federal law is necessary or
desirable as a condition for the delivery of shares upon the exercise of this
Option, the exercise of this Option shall be deferred until such registration or
qualification shall have been effected.  In the event the Committee
determines that registration or qualification of shares is necessary or
desirable, the Corporation shall, at its expense, take such action as may be
required to effect such registration or qualification.
  
 
 19.           Payment of
Taxes.  The Optionee shall pay to the Corporation, or make
provision satisfactory to the Corporation for payment of, any taxes required by
law to be withheld with respect to the exercise of this Option.  The
Corporation may, to the extent permitted by law, deduct any such tax obligations
from any payment of any kind otherwise due to the Optionee.
  20.           Binding Effect; Shareholder
Approval Required.  This Agreement shall inure to the benefit
of and be binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns.  This Agreement and the stock
option grant contained herein shall not be valid unless the grant is approved by
stockholders of the Corporation owning a majority of the shares of Common Stock
as required by the Investment Company Act of 1940, as amended.
  [Remainder
of the Page Intentionally Left Blank.]
 
 
 
 
 IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first above
written.
  BLACKHAWK
      CAPITAL GROUP BDC INC.By:
                /s/ Craig
      A. ZabalaName:  Craig
      A. ZabalaTitle:     President
      and CEO
  OPTIONEE:By:
                /s/ Craig
      A. ZabalaCraig
      A. Zabala
 
 
 INCENTIVE STOCK OPTION
EXERCISE FORM
  
 
 Blackhawk
Capital Group BDC Inc.
 14 Wall
Street
 Suite
1100B
 New York,
New York  10005
 
 Attention: 
President
 
 
 Dear
Sir:
 
 Pursuant
to the provisions of the Incentive Stock Option Agreement dated February 1, 2009
(the "Option"), which granted to me an incentive stock option to purchase six
hundred thousand (600,000) shares of the common stock of Blackhawk Capital Group
BDC Inc., I hereby notify you that I elect to exercise my option to purchase
_______ of the shares covered by such option at the price specified
therein.  Full payment of the purchase price for the shares being
purchased hereby is being made as follows:
 
 ______ By
delivery of the enclosed check payable to the order of Blackhawk Capital Group
BDC Inc. in the amount of $___________________.
 
 Very
      truly yours,OptioneeName:[Print
      Name]