Exhibit 4.2

                               THE BLACKHAWK FUND
                             NON-EMPLOYEE DIRECTORS
             AND CONSULTANTS RETAINER STOCK PLAN FOR THE YEAR 2005

     1.      Introduction.  This  Plan shall be known as the "The BlackHawk Fund
             ------------
Non-Employee  Directors  and  Consultants Retainer Stock Plan for the Year 2005"
and  is hereinafter referred to as the "Plan."  The purposes of this Plan are to
enable  The  BlackHawk  Fund,  a Nevada corporation formerly known as USA Telcom
Internationale  and Zannwell, Inc., (the "Company"), to promote the interests of
the  Company  and  its  stockholders  by  attracting  and retaining non-employee
Directors  and  Consultants  capable  of  furthering  the  future success of the
Company  and by aligning their economic interests more closely with those of the
Company's  stockholders,  by paying their retainer or fees in the form of shares
of  the Company's common stock, par value $0.001 per share (the "Common Stock").

     2.      Definitions.  The following terms shall have the meanings set forth
             -----------
below:

     2.1     "Board"  means  the  Board  of  Directors  of  the  Company.

     2.2     "Change  in  Control"  has  the  meaning  set  forth  in  Section
12.4 hereof.

     2.3     "Code" means the Internal Revenue Code of 1986, as amended, and the
rules  and  regulations  thereunder.  References to any provision of the Code or
rule  or  regulation  thereunder  shall  be  deemed  to  include  any amended or
successor  provision,  rule  or  regulation.

     2.4     "Committee" means the committee that administers this Plan, as more
fully  defined  in  Section  13  hereof.

     2.5     "Common  Stock"  has  the  meaning  set  forth in Section 1 hereof.

     2.6     "Company"  has  the  meaning  set  forth  in  Section  1  hereof.

     2.7     "Deferral"  has  the  meaning  set  forth  in  Section  6  hereof.

     2.8     Deferred  Stock  Account" means a bookkeeping account maintained by
the  Company  for  a  Participant representing the Participant's interest in the
shares  credited  to  such  Deferred Stock Account pursuant to Section 7 hereof.

     2.9     "Delivery  Date"  has  the  meaning  set forth in Section 6 hereof.

     2.10    "Director"  means  an  individual  who  is a member of the Board of
Directors  of  the  Company.

     2.11    "Dividend  Equivalent"  for  a given dividend or other distribution
means  a  number of shares of the Common Stock having a Fair Market Value, as of
the  record date for such dividend or distribution, equal to the amount of cash,
plus  the Fair Market Value on the date of distribution of any property, that is
distributed  with  respect  to  one  share  of the Common Stock pursuant to such
dividend  or  distribution;  such  Fair  Market  Value  to  be determined by the
Committee  in  good  faith.

     2.12    "Effective  Date"  has  the meaning set forth in Section 3 hereof.

     2.13    'Exchange  Act"  has the meaning set forth in Section 13.2 hereof.

     2.14    "Fair  Market  Value" means the mean between the highest and lowest
reported  sales  prices  of  the  Common  Stock  on  the New York Stock Exchange
Composite  Tape  or,  if  not  listed  on  such  exchange,  on  any  other


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national  securities  exchange  on  which  the  Common Stock is listed or on The
Nasdaq  Stock  Market,  or,  if  not  so listed on any other national securities
exchange  or  The  Nasdaq Stock Market, then the average of the bid price of the
Common  Stock  during  the  last  five  trading  days  on the OTC Bulletin Board
immediately  preceding  the  last  trading day prior to the date with respect to
which the Fair Market Value is to be determined. If the Common Stock is not then
publicly  traded,  then  the  Fair Market Value of the Common Stock shall be the
book  value  of  the  Company  per share as determined on the last day of March,
June,  September,  or  December  in  any  year  closest  to  the  date  when the
determination  is  to  be  made.  For  the  purpose  of  determining  book value
hereunder,  book  value  shall be determined by adding as of the applicable date
called  for  herein  the capital, surplus, and undivided profits of the Company,
and after having deducted any reserves theretofore established; the sum of these
items  shall  be divided by the number of shares of the Common Stock outstanding
as  of  said date, and the quotient thus obtained shall represent the book value
of  each  share  of  the  Common  Stock  of  the  Company.

     2.15    "Participant"  has  the  meaning  set  forth  in Section 4 hereof.

     2.16    "Payment  Time"  means the time when a Stock Retainer is payable to
a  Participant pursuant to Section 5 hereof (without regard to the effect of any
Deferral  Election).

     2.17    "Stock Retainer" has the meaning set forth in Section 5 hereof.

     2.18    "Third Anniversary" has the meaning set forth in Section 6 hereof.

     3.      Effective  Date  of  the Plan.  This Plan was approved by the Board
             -----------------------------
effective February 28, 2005 (the "Effective Date").

     4.      Eligibility.  Each individual  who  is  a Director or Consultant on
             -----------
the  Effective  Date  and  each  individual who becomes a Director or Consultant
thereafter  during  the  term  of  this  Plan,  shall  be  a  participant  (the
"Participant")  in this Plan, in each case during such period as such individual
remains a Director or Consultant and is not an employee of the Company or any of
its  subsidiaries.  Each  credit  of shares of the Common Stock pursuant to this
Plan shall be evidenced by a written agreement duly executed and delivered by or
on  behalf of the Company and a Participant, if such an agreement is required by
the Company to assure compliance with all applicable laws and regulations.

     5.      Grants  of  Shares. Commencing on the Effective Date, the amount of
             ------------------
compensation  for service to directors or consultants shall be payable in shares
of  the  Common Stock (the "Stock Retainer") pursuant to this Plan at the deemed
issuance  price  of the Fair Market Value of the Common Stock on the date of the
issuance  of  such  shares.  As  used herein, "Fair Market Value" means the mean
between  the highest and lowest reported sales prices of the Common Stock on the
New  York  Stock  Exchange Composite Tape or, if not listed on such exchange, on
any other national securities exchange on which the Common Stock is listed or on
The  Nasdaq  Stock Market, or, if not so listed on any other national securities
exchange  or  The  Nasdaq Stock Market, then the average of the bid price of the
Common  Stock  during  the  last  five  trading  days  on the OTC Bulletin Board
immediately  preceding  the  last  trading day prior to the date with respect to
which the Fair Market Value is to be determined. If the Common Stock is not then
publicly  traded,  then  the  Fair Market Value of the Common Stock shall be the
book  value  of  the  Company  per share as determined on the last day of March,
June,  September,  or  December  in  any  year  closest  to  the  date  when the
determination  is  to  be  made.  For  the  purpose  of  determining  book value
hereunder,  book  value  shall be determined by adding as of the applicable date
called  for  herein  the capital, surplus, and undivided profits of the Company,
and after having deducted any reserves theretofore established; the sum of these
items  shall  be divided by the number of shares of the Common Stock outstanding
as  of  said date, and the quotient thus obtained shall represent the book value
of  each  share  of  the  Common  Stock  of  the  Company.

     6.      Deferral  Option.  From and after the Effective Date, a Participant
             ----------------
may  make  an  election  (a  "Deferral  Election")  on  an annual basis to defer
delivery  of  the  Stock Retainer specifying which one of the following ways the
Stock Retainer is to be delivered (a) on the date which is three years after the
Effective  Date  for  which it was originally payable (the "Third Anniversary"),
(b) on the date upon which the Participant ceases to be a Director or Consultant
for  any  reason (the "Departure Date") or (c) in five equal annual installments
commencing  on  the Departure Date (the "Third Anniversary" and "Departure Date"
each  being  referred  to  herein as a "Delivery Date").  Such Deferral Election
shall  remain  in effect for each Subsequent Year unless changed, provided that,
any


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Deferral Election with respect to a particular Year may not be changed less than
six  months  prior to the beginning of such Year, and provided, further, that no
more  than one Deferral Election or change thereof may be made in any Year.  Any
Deferral  Election  and  any  change  or  revocation  thereof  shall  be made by
delivering  written  notice  thereof  to  the Committee no later than six months
prior to the beginning of the Year in which it is to be effected; provided that,
with  respect to the Year beginning on the Effective Date, any Deferral Election
or  revocation  thereof must be delivered no later than the close of business on
the  30th  day  after  the  Effective  Date.

     7.      Deferred  Stock  Accounts.  The  Company  shall maintain a Deferred
             -------------------------
Stock  Account for each Participant who makes a Deferral Election to which shall
be  credited,  as  of  the  applicable Payment Time, the number of shares of the
Common  Stock  payable  pursuant  to  the  Stock  Retainer to which the Deferral
Election  relates.  So  long  as any amounts in such Deferred Stock Account have
not  been  delivered  to  the  Participant under Section 8 hereof, each Deferred
Stock  Account shall be credited as of the payment date for any dividend paid or
other  distribution  made  with  respect  to  the Common Stock, with a number of
shares of the Common Stock equal to (a) the number of shares of the Common Stock
shown  in  such  Deferred  Stock Account on the record date for such dividend or
distribution  multiplied  by  (b)  the  Dividend Equivalent for such dividend or
distribution.

     8.      Delivery  of  Shares.
             --------------------

     8.1     Delivery.  The  shares  of  the  Common  Stock  in  a Participant's
             --------
Deferred  Stock  Account with respect to any Stock Retainer for which a Deferral
Election  has  been  made  (together  with dividends attributable to such shares
credited  to  such Deferred Stock Account) shall be delivered in accordance with
this Section 8 as soon as practicable after the applicable Delivery Date. Except
with  respect  to  a Deferral Election pursuant to Section 6(c) hereof, or other
agreement  between  the  parties,  such  shares  shall be delivered at one time;
provided that, if the number of shares so delivered includes a fractional share,
such  number  shall  be  rounded  to the nearest whole number of shares.  If the
Participant  has  in effect a Deferral Election pursuant to Section 6(c) hereof,
then  such shares shall be delivered in five equal annual installments (together
with  dividends  attributable  to  such  shares  credited to such Deferred Stock
Account),  with  the  first  such  installment  being  delivered  on  the  first
anniversary  of  the  Delivery Date; provided that, if in order to equalize such
installments,  fractional  shares  would have to be delivered, such installments
shall be adjusted by rounding to the nearest whole share. If any such shares are
to  be  delivered  after the Participant has died or become legally incompetent,
they  shall  be  delivered to the Participant's estate or legal guardian, as the
case may be, in accordance with the foregoing; provided that, if the Participant
dies  with  a  Deferral  Election pursuant to Section 6(c) hereof in effect, the
Committee  shall  deliver  all remaining undelivered shares to the Participant's
estate  immediately. References to a Participant in this Plan shall be deemed to
refer to the Participant's estate or legal guardian, where appropriate.

     8.2     Trust.  The  Company  may,  but  shall not be required to, create a
             -----
grantor  trust or utilize an existing grantor trust (in either case, "Trust") to
assist  it  in accumulating the shares of the Common Stock needed to fulfill its
obligations  under  this  Section  8.  However,  Participants  shall  have  no
beneficial  or  other  interest  in  the Trust and the assets thereof, and their
rights  under this Plan shall be as general creditors of the Company, unaffected
by  the  existence or nonexistence of the Trust, except that deliveries of Stock
Retainers  to  Participants  from  the  Trust  shall,  to the extent thereof, be
treated as satisfying the Company's obligations under this Section 8.

     9.     Share  Certificates,  Voting and Other Rights.  The certificates for
            ---------------------------------------------
shares delivered to a Participant pursuant to Section 8 above shall be issued in
the  name  of  the Participant, and from and after the date of such issuance the
Participant shall be entitled to all rights of a stockholder with respect to the
Common Stock for all such shares issued in his name, including the right to vote
the  shares,  and  the  Participant  shall  receive  all  dividends  and  other
distributions paid or made with respect thereto.


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     10.     General  Restrictions.
             ---------------------

     10.1    Restrictions.  Notwithstanding  any other provision of this Plan or
             ------------
agreements  made pursuant thereto, the Company shall not be required to issue or
deliver  any  certificate  or  certificates for shares of the Common Stock under
this Plan prior to fulfillment of all of the following conditions:

               (i)     Listing or approval  for  listing upon official notice of
issuance  of  such  shares  on  the New York Stock Exchange, Inc., or such other
securities exchange as may at the time be a market for the Common Stock;

               (ii)    Any  registration  or other  qualification of such shares
under  any  state  or federal law or regulation, or the maintaining in effect of
any such registration or other qualification which the Committee shall, upon the
advice  of  counsel,  deem  necessary  or  advisable;  and

               (iii)   Obtaining any other consent, approval, or permit from any
state  or federal governmental agency which the Committee shall, after receiving
the  advice of counsel, determine to be necessary or advisable.

     10.2    Other  Compensation.  Nothing  contained in this Plan shall prevent
              ------------------
the  Company from adopting other or additional compensation arrangements for the
Participants.

     11.     Shares  Available.  Subject to Section 12 below, the maximum number
             -----------------
of  shares  of  the  Common  Stock  which  may in the aggregate be paid as Stock
Retainers  pursuant  to  this  Plan  is 275,000,000.  Shares of the Common Stock
issuable  under  this  Plan  may be taken from treasury shares of the Company or
purchased  on  the open market. In the event that any outstanding Stock Retainer
under  this  Plan  for any reason expires or is terminated, the shares of Common
Stock  allocable  to  the  unexercised  portion  of  the Stock Retainer shall be
available  for  issuance  under The BlackHawk Fund Employee Stock Incentive Plan
for  the  Year 2005. The Compensation Committee may, in its discretion, increase
the  number  of  shares  available  for  issuance  under  this  Plan,  while
correspondingly decreasing the number of shares available for issuance under The
BlackHawk  Fund  Employee  Stock  Incentive  Plan  for  the  Year  2005.

     12.     Adjustments,  Change  of  Control.
             ---------------------------------

     12.1    Change  in  Capitalization;  Change of Control.  In  the event that
             ----------------------------------------------
there  is, at any time after the Board adopts this Plan, any change in corporate
capitalization,  such  as  a  stock  split,  combination  of shares, exchange of
shares,  warrants  or  rights  offering  to purchase the Common Stock at a price
below  its  Fair  Market  Value,  reclassification,  or  recapitalization,  or a
corporate  transaction, such as any merger, consolidation, separation, including
a  spin-off,  stock  dividend,  or  other extraordinary distribution of stock or
property  of the Company, any reorganization (whether or not such reorganization
comes  within  the  definition  of  such term in Section 368 of the Code) or any
partial  or  complete  liquidation  of  the  Company  (each  of  the foregoing a
"Transaction"), in each case other than any such Transaction which constitutes a
Change  of Control (as defined below), (i) the Deferred Stock Accounts shall not
be  credited  with  the  amount and kind of shares or other property which would
have  been received by a holder of the number of shares of the Common Stock held
in  such  Deferred  Stock  Account  had  such  shares  of  the Common Stock been
outstanding as of the effectiveness of any such Transaction, (ii) the number and
kind  of  shares  or  other  property  subject  to  this  Plan shall also not be
appropriately adjusted to reflect the effectiveness of any such Transaction, and
(iii)  the  Committee will not adjust any other relevant provisions of this Plan
to  reflect  any  such  transaction.

     12.2    Property.  If  the  shares  of  the  Common  Stock  credited to the
             --------
Deferred Stock Accounts are converted pursuant to Section 12.1 into another form
of  property, references in this Plan to the Common Stock shall be deemed, where
appropriate,  to  refer  to  such  other  form  of  property,  with  such  other
modifications as may be required for this Plan to operate in accordance with its
purposes.  Without  limiting  the  generality  of  the  foregoing,


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references  to  delivery of certificates for shares of the Common Stock shall be
deemed  to refer to delivery of cash and the incidents of ownership of any other
property held in the Deferred Stock Accounts.

     12.3    Change  of  Control  Alternative.  In  the  event  of  a  Change of
             --------------------------------
Control,  the following shall occur on the date of the Change of Control (i) the
shares  of  the  Common  Stock held in each Participant's Deferred Stock Account
shall  be  deemed to be issued and outstanding as of the Change of Control; (ii)
the Company shall forthwith deliver to each Participant who has a Deferred Stock
Account all of the shares of the Common Stock or any other property held in such
Participant's  Deferred  Stock Account; and (iii) this Plan shall be terminated.

     12.4    Change  of  Control  Events.  For  purposes of this Plan, Change of
             ---------------------------
Control shall mean any of the following events:

               (i)    The acquisition by any individual, entity or group (within
the  meaning  of  Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934,  as  amended  (the  "Exchange  Act")  (a "Person") of beneficial ownership
(within  the  meaning  of  Rule  13d-3 promulgated under the Exchange Act) of 20
percent or more of either (1) the then outstanding shares of the Common Stock of
the Company (the "Outstanding Company Common Stock"), or (2) the combined voting
power  of  then  outstanding  voting  securities of the Company entitled to vote
generally  in  the  election  of  directors  (the  "Outstanding  Company  Voting
Securities");  provided,  however,  that  the  following  acquisitions shall not
constitute  a  Change  of  Control (A) any acquisition directly from the Company
(excluding  an  acquisition  by virtue of the exercise of a conversion privilege
unless  the  security  being  so converted was itself acquired directly from the
Company),  (B)  any  acquisition  by  the  Company,  (C)  any acquisition by any
employee  benefit plan (or related trust) sponsored or maintained by the Company
or  any  corporation  controlled  by  the  Company or (D) any acquisition by any
corporation pursuant to a reorganization, merger or consolidation, if, following
such  reorganization,  merger  or  consolidation,  the  conditions  described in
clauses  (A), (B) and (C) of paragraph (iii) of this Section 12.4 are satisfied;
or

               (ii)    Individuals  who,  as  of the date hereof, constitute the
Board  of  the  Company (as of the date hereof, "Incumbent Board") cease for any
reason  to  constitute at least a majority of the Board; provided, however, that
any individual becoming a director subsequent to the date hereof whose election,
or nomination for election by the Company's stockholders, was approved by a vote
of  at  least  a  majority  of the directors then comprising the Incumbent Board
shall  be  considered  as  though such individual were a member of the Incumbent
Board,  but  excluding,  for  this  purpose,  any  such individual whose initial
assumption  of  office  occurs  as  a  result  of either an actual or threatened
election  contest  (as  such  terms  are  used  in Rule 14a-11 of Regulation 14A
promulgated  under  the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board; or

               (iii)   Approval  by the  stockholders  of  the  Company  of  a
reorganization,  merger,  binding  share  exchange  or  consolidation,  unless,
following  such  reorganization, merger, binding share exchange or consolidation
(1)  more  than  60  percent of, respectively, then outstanding shares of common
stock  of  the  corporation  resulting from such reorganization, merger, binding
share  exchange  or  consolidation  and  the  combined  voting  power  of  then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company  Voting  Securities  immediately  prior  to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization, merger, binding share
exchange  or  consolidation,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (2) no Person
(excluding  the  Company,  any  employee  benefit plan (or related trust) of the
Company  or such corporation resulting from such reorganization, merger, binding
share  exchange or consolidation and any Person beneficially owning, immediately
prior  to  such reorganization, merger, binding share exchange or consolidation,
directly  or  indirectly,  20  percent or more of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, as the case may be) beneficially
owns,  directly  or  indirectly,  20  percent  or  more  of,  respectively, then
outstanding  shares  of  common  stock  of  the  corporation resulting from such
reorganization,  merger, binding share exchange or consolidation or the combined
voting  power of then outstanding voting securities of such corporation entitled
to  vote  generally in the election of directors, and (3) at least a majority of
the  members  of  the  board of directors of the corporation resulting from such
reorganization,  merger,  binding


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share  exchange or consolidation were members of the Incumbent Board at the time
of  the  execution  of  the initial agreement providing for such reorganization,
merger,  binding  share  exchange  or  consolidation;  or

               (iv)    Approval  by  the  stockholders  of  the Company of (1) a
complete  liquidation  or  dissolution  of the Company, or (2) the sale or other
disposition of all or substantially all of the assets of the Company, other than
to  a  corporation,  with  respect  to  which  following  such  sale  or  other
disposition,  (A) more than 60 percent of, respectively, then outstanding shares
of  common  stock  of  such  corporation  and  the combined voting power of then
outstanding  voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly, by
all or substantially all of the individuals and entities who were the beneficial
owners,  respectively,  of  the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such sale or other disposition in
substantially  the same proportion as their ownership, immediately prior to such
sale  or  other  disposition,  of  the  Outstanding  Company  Common  Stock  and
Outstanding  Company  Voting  Securities,  as  the  case  may  be, (B) no Person
(excluding  the  Company and any employee benefit plan (or related trust) of the
Company  or  such  corporation  and  any Person beneficially owning, immediately
prior  to  such sale or other disposition, directly or indirectly, 20 percent or
more  of  the  Outstanding  Company  Common  Stock or Outstanding Company Voting
Securities,  as  the  case may be) beneficially owns, directly or indirectly, 20
percent  or  more  of,  respectively, then outstanding shares of common stock of
such  corporation  and  the  combined  voting  power  of then outstanding voting
securities  of  such  corporation  entitled to vote generally in the election of
directors,  and (3) at least a majority of the members of the board of directors
of  such  corporation  were  members  of  the Incumbent Board at the time of the
execution  of  the  initial  agreement or action of the Board providing for such
sale  or  other  disposition  of  assets  of  the  Company.

     13.     Administration,  Amendment  and  Termination.
             --------------------------------------------

     13.1    Administration.  This  Plan  shall  be  administered by a committee
             --------------
consisting  of  two members who shall be the current directors of the Company or
senior  executive officers or other directors who are not Participants as may be
designated  by  the  Chief Executive Officer (the "Committee"), which shall have
full  authority  to  construe  and  interpret this Plan, to establish, amend and
rescind  rules  and  regulations  relating  to  this  Plan, and to take all such
actions  and make all such determinations in connection with this Plan as it may
deem  necessary  or  desirable.

     13.2    Amendment  and  Termination.  The  Board may from time to time make
             ---------------------------
such amendments to this Plan, including to preserve or come within any exemption
from  liability  under  Section 16(b) of the Exchange Act, as it may deem proper
and  in  the  best  interest  of  the  Company  without  further approval of the
Company's  stockholders,  provided that, to the extent required under Nevada law
or  to  qualify  transactions  under  this  Plan  for exemption under Rule 16b-3
promulgated  under  the Exchange Act, no amendment to this Plan shall be adopted
without  further  approval of the Company's stockholders and, provided, further,
that  if  and  to  the  extent  required for this Plan to comply with Rule 16b-3
promulgated under the Exchange Act, no amendment to this Plan shall be made more
than  once in any six month period that would change the amount, price or timing
of  the  grants of the Common Stock hereunder other than to comport with changes
in the Code, the Employee Retirement Income Security Act of 1974, as amended, or
the  regulations thereunder.  The Board may terminate this Plan at any time by a
vote  of  a  majority  of  the  members  thereof.

     14.     Miscellaneous.
             -------------

     14.1    No Obligation.  Nothing  in this Plan shall be deemed to create any
             -------------
obligation  on  the part of the Board to nominate any Director for reelection by
the  Company's stockholders or to limit the rights of the stockholders to remove
any  Director.

     14.2    Withholding  Taxes.  The  Company  shall have the right to require,
             ------------------
prior  to the issuance or delivery of any shares of the Common Stock pursuant to
this  Plan,  that  a Participant make arrangements satisfactory to the Committee
for  the withholding of any taxes required by law to be withheld with respect to
the  issuance  or delivery of such shares, including, without limitation, by the
withholding  of  shares  that  would  otherwise  be  so  issued or delivered, by
withholding  from any other payment due to the Participant, or by a cash payment
to  the  Company  by  the  Participant.


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     14.3    Governing Law.  The  Plan and all actions taken thereunder shall be
             -------------
governed by and construed in accordance with the laws of the State of Nevada.

     14.4    Information to Stockholders.  The  Company shall furnish to each of
             ---------------------------
its stockholders financial statements of the Company at least annually.

     IN  WITNESS  WHEREOF,  this Plan has been executed effective as of February
28, 2005.

                                       THE  BLACKHAWK  FUND



                                       By  /s/ Steve Bonenberger
                                         ------------------------------------
                                         Steve Bonenberger, President


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