Edgar Filing: Blackhawk Fund

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14C

INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934

FILED BY THE REGISTRANT [X]

FILED BY PARTY OTHER THAN THE REGISTRANT [ ]

CHECK THE APPROPRIATE BOX:

[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement

THE BLACKHAWK FUND
(Name of Registrant as specified in its charter)

PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):

[X] No fee required.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed pursuant
to exchange act rule 0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by exchange act rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:

THE BLACKHAWK FUND
1802 N. CARSON STREET, SUITE 212-3018
CARSON CITY, NEVADA 89701
TELEPHONE (775) 887-0670

October 17, 2005

To Our Stockholders:

The purpose of this information statement is to inform the holders of
record of shares of our common stock as of the close of business on the record
date, September 30, 2005, that our board of directors has recommended, and that
the holder of the majority of the voting power of our outstanding capital stock
intends to vote on November 7, 2005 to approve the following:

1. A grant of discretionary authority to our board of directors to
implement a reverse split of our common stock on the basis of one
post-consolidation share for up to each 800 pre-consolidation shares to occur at
some time within 60 days of the date of this information statement, with the
exact time of the reverse split to be determined by the board of directors; and

2. The following Stock Plans of The Blackhawk Fund (the "Stock Plans"):

(a) Amended and Restated 2004 Stock Plan of Zannwell, Inc. (our
predecessor), adopted by the directors on June 15, 2004, as amended and restated
on July 22, 2004 and December 6, 2004 with 207,500,000 shares in the aggregate
authorized under the Plan; and

(b) 2005 Stock Plan, adopted by the directors on February 28, 2005,
with 975,000,000 shares in the aggregate authorized under the Plan.

As of the record date, 967,209,709 shares of our common stock were issued
and outstanding. As of the record date 10,000,000 shares of our series A
preferred stock were issued and outstanding, 10,000,000 shares of our series B
preferred stock were issued and outstanding and 10,000,000 shares of our series
C preferred stock were issued and outstanding.

Each share of the common stock outstanding entitles the holder to one vote
on all matters brought before the common stockholders. The shares of our series
A preferred stock do not have voting rights. Each share of our series A
preferred stock is convertible into 100 shares of our common stock. Each share
of our series B preferred stock entitles the holder to one vote of our common
stock on all matters brought before our stockholders. Each share of the series
B preferred stock is convertible into 200 shares of our common stock. Each
share of our series C preferred stock entitles the holder to 100 votes of our
common stock on all matters brought before our stockholders. The shares of our
series C preferred stock are not convertible into shares of our common stock.

We have a consenting stockholder, Palomar Enterprises, Inc., a Nevada
corporation ("Palomar"), which holds 100,000,000 shares of our common stock,
9,000,000 shares of our series A preferred stock, 10,000,000 shares of our
series B preferred stock, and 10,000,000 shares of our series C preferred stock.
Therefore, Palomar will have the power to vote 1,110,000,000 shares of the
common stock, which number exceeds the majority of the issued and outstanding
shares of our common stock on the record date.

Palomar will vote in favor of the grant of the discretionary authority to
our board of directors to effect a reverse stock split of our common stock and
for the approval of the Stock Plans. Palomar will have the power to pass the
proposed corporate actions without the concurrence of any of our other
stockholders.

WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

We appreciate your continued interest in The Blackhawk Fund.

Very truly yours,

/s/ Steve Bonenberger

Steve Bonenberger, President, Chief Executive
Officer and Director

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THE BLACKHAWK FUND
1802 N. CARSON STREET, SUITE 212-3018
CARSON CITY, NEVADA 89701
TELEPHONE (775) 887-0670

INFORMATION STATEMENT

WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A
PROXY.

2. The following Stock Plans of The Blackhawk Fund (the "Stock Plans"):

(b) 2005 Stock Plan, adopted by the directors on February 28, 2005,
with 975,000,000 shares in the aggregate authorized under the Plan.

This information statement will be sent on or about October 17, 2005 to our
stockholders of record who do not sign the majority written consent described
herein.

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VOTING SECURITIES

In accordance with our bylaws, our board of directors has fixed the close
of business on September 30, 2005 as the record date for determining the
stockholders entitled to notice of the above noted actions. The grant of
discretionary authority to the directors with respect to the reverse split and
the Stock Plans will be approved if the number of votes cast in favor of the
proposed corporate actions exceeds the number of votes cast in opposition to the
proposed corporate actions. A majority of the voting power, which includes the
voting power that is present in person or by proxy, constitutes a quorum for the
transaction of business.

DISTRIBUTION AND COSTS

We will pay all costs associated with the distribution of this information
statement, including the costs of printing and mailing. In addition, we will
only deliver one information statement to multiple security holders sharing an
address, unless we have received contrary instructions from one or more of the
security holders. Also, we will promptly deliver a separate copy of this
information statement and future stockholder communication documents to any
security holder at a shared address to which a single copy of this information
statement was delivered, or deliver a single copy of this information statement
and future stockholder communication documents to any security holder or holders
sharing an address to which multiple copies are now delivered, upon written
request to us at our address noted above.

Security holders may also address future requests regarding delivery of
information statements and/or annual reports by contacting us at the address
noted above.

DISSENTERS' RIGHT OF APPRAISAL

Nevada law provides for a right of a stockholder to dissent to the proposed
reverse stock split and obtain appraisal of or payment for such stockholder's
shares. See "Proposal 1 - Dissent Rights of Our Stockholders."

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GRANT OF DISCRETIONARY AUTHORITY TO THE BOARD OF DIRECTORS
TO IMPLEMENT A ONE FOR UP TO 800 REVERSE STOCK SPLIT
(PROPOSAL 1)

Our board of directors has adopted a resolution to seek stockholder
approval of discretionary authority to our board of directors to implement a
reverse split for the purpose of increasing the market price of our common
stock. The reverse split exchange ratio that the board of directors approved
and deemed advisable and for which it is seeking stockholder approval is up to
800 pre-consolidation shares for each one post-consolidation share, with the
reverse split to occur within 60 days of the date of this information statement,
the exact time of the reverse split to be determined by the directors in their
discretion. Approval of this proposal would give the board authority to
implement the reverse split on the basis of up to 800 pre-consolidation shares
for each one post-consolidation share at any time it determined within 60 days
of the date of this information statement. In addition, approval of this
proposal would also give the board authority to decline to implement a reverse
split.

Our board of directors believes that stockholder approval of a range for
the exchange ratio of the reverse split (as contrasted with approval of a
specified ratio of the split) provides the board of directors with maximum
flexibility to achieve the purposes of a stock split, and, therefore, is in the
best interests of our stockholders. The actual ratio for implementation of the
reverse split would be determined by our board of directors based upon its
evaluation as to what ratio of pre-consolidation shares to post-consolidation
shares would be most advantageous to us and our stockholders.

Our board of directors also believes that stockholder approval of a 60-days
range for the effectuation of the reverse split (as contrasted with approval of
a specified time of the split) provides the board of directors with maximum
flexibility to achieve the purposes of a stock split, and, therefore, is in the
best interests of our stockholders. The actual timing for implementation of the
reverse split would be determined by our board of directors based upon its
evaluation as to when and whether such action would be most advantageous to us
and our stockholders.

If you approve the grant of discretionary authority to our board of
directors to implement a reverse split and the board of directors decides to
implement the reverse split, we will effect a reverse split of our then issued
and outstanding common stock on the basis of up to 800 pre-consolidation shares
for each one post-consolidation share.

The board of directors believes that the higher share price that might
initially result from the reverse stock split could help generate interest in
The Blackhawk Fund among investors and thereby assist us in raising future
capital to fund our operations or make acquisitions.

Stockholders should note that the effect of the reverse split upon the
market price for our common stock cannot be accurately predicted. In
particular, if we elect to implement a reverse stock split, there is no
assurance that prices for shares of our common stock after a reverse split will
be up to 800 times greater than the price for shares of our common stock
immediately prior to the reverse split, depending on the ratio of the split.
Furthermore, there can be no assurance that the market price of our common stock
immediately after a reverse split will be maintained for any period of time.
Moreover, because some investors may view the reverse split negatively, there
can be no assurance that the reverse split will not adversely impact the market
price of our common stock or, alternatively, that the market price following the
reverse split will either exceed or remain in excess of the current market
price.

EFFECT OF THE REVERSE SPLIT

The reverse split would not affect the registration of our common stock
under the Securities Exchange Act of 1934, as amended, nor will it change our
periodic reporting and other obligations thereunder.

The voting and other rights of the holders of our common stock would not be
affected by the reverse split (other than as described below). For example, a
holder of 0.5 percent of the voting power of the outstanding shares of our
common stock immediately prior to the effective time of the reverse split would
continue to hold 0.5 percent

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of the voting power of the outstanding shares of our common stock after the
reverse split. The number of stockholders of record would not be affected by
the reverse split (except as described below).

The authorized number of shares of our common stock and the par value of
our common stock under our articles of incorporation would remain the same
following the effective time of the reverse split.

The number of shares of our common stock issued and outstanding would be
reduced following the effective time of the reverse split in accordance with the
following formula: if our directors decide to implement a one for 800 reverse
split, every 800 shares of our common stock owned by a stockholder will
automatically be changed into and become one new share of our common stock, with
800 being equal to the exchange ratio of the reverse split, as determined by the
directors in their discretion.

Stockholders should recognize that if a reverse split is effected, they
will own a fewer number of shares than they presently own (a number equal to the
number of shares owned immediately prior to the effective time divided by the
one for 800 exchange ratio, or such lesser exchange ratio as may be determined
by our directors, subject to adjustment for fractional shares, as described
below).

CASH PAYMENT IN LIEU OF FRACTIONAL SHARES

In lieu of any fractional shares to which a holder of our common stock
would otherwise be entitled as a result of the reverse split, we shall pay cash
equal to such fraction multiplied by the average of the high and low trading
prices of the our common stock on the OTCBB during regular trading hours for the
five trading days immediately preceding the effectiveness of the reverse split.

The reverse split may reduce the number of holders of post-reverse split
shares as compared to the number of holders of pre-reverse split shares to the
extent that there are stockholders presently holding fewer than 800 shares (or
such lesser number as may be determined by our directors). However, the
intention of the reverse split is not to reduce the number of our stockholders.
In fact, we do not expect that the reverse split will result in any material
reduction in the number of our stockholders.

We currently have no intention of going private, and this proposed reverse
stock split is not intended to be a first step in a going private transaction
and will not have the effect of a going private transaction covered by Rule
13e-3 of the Exchange Act. Moreover, the proposed reverse stock split does not
increase the risk of us becoming a private company in the future.

Issuance of Additional Shares. The number of authorized but unissued
shares of our common stock effectively will be increased significantly by the
reverse split of our common stock.

If we elect to implement a one for 400 reverse split, based on the
967,209,709 shares of our common stock outstanding on the record date, and the
4,000,000,000 shares of our common stock that are currently authorized under our
articles of incorporation, 3,032,790,291 shares of our common stock remain
available for issuance prior to the reverse split taking effect. A one for 400
reverse split would have the effect of decreasing the number of our outstanding
shares of our common stock from 967,209,709 to 2,418,024 shares.

Based on the 4,000,000,000 shares of our common stock that are currently
authorized under our articles of incorporation, if we elect to implement a one
for 400 reverse stock split, the reverse split, when implemented, would have the
effect of increasing the number of authorized but unissued shares of our common
stock from 3,032,790,291 to 3,997,581,976 shares.

If we elect to implement a one for 800 reverse split, based on the
967,209,709 shares of our common stock outstanding on the record date, and the
4,000,000,000 shares of our common stock that are currently authorized under our
articles of incorporation, 3,032,790,291 shares of our common stock remain
available for issuance prior to the reverse split taking effect. A one for 800
reverse split would have the effect of decreasing the number of our outstanding
shares of our common stock from 967,209,709 to 1,209,012 shares.

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Based on the 4,000,000,000 shares of our common stock that are currently
authorized under our articles of incorporation, if we elect to implement a one
for 800 reverse stock split, the reverse split, when implemented, would have the
effect of increasing the number of authorized but unissued shares of our common
stock from 3,032,790,291 to 3,998,790,988 shares

The issuance in the future of such additional authorized shares may have
the effect of diluting the earnings per share and book value per share, as well
as the stock ownership and voting rights, of the currently outstanding shares of
our common stock.

The effective increase in the number of authorized but unissued shares of
our common stock may be construed as having an anti-takeover effect by
permitting the issuance of shares to purchasers who might oppose a hostile
takeover bid or oppose any efforts to amend or repeal certain provisions of our
articles of incorporation or bylaws. Such a use of these additional authorized
shares could render more difficult, or discourage, an attempt to acquire control
of us through a transaction opposed by our board of directors. At this time,
our board does not have plans to issue any common shares resulting from the
effective increase in our authorized but unissued shares generated by the
reverse split.

FEDERAL INCOME TAX CONSEQUENCES

We will not recognize any gain or loss as a result of the reverse split.

The following description of the material federal income tax consequences
of the reverse split to our stockholders is based on the Internal Revenue Code
of 1986, as amended, applicable Treasury Regulations promulgated thereunder,
judicial authority and current administrative rulings and practices as in effect
on the date of this information statement. Changes to the laws could alter the
tax consequences described below, possibly with retroactive effect. We have not
sought and will not seek an opinion of counsel or a ruling from the Internal
Revenue Service regarding the federal income tax consequences of the reverse
split. This discussion is for general information only and does not discuss the
tax consequences that may apply to special classes of taxpayers (e.g.,
non-residents of the United States, broker/dealers or insurance companies). The
state and local tax consequences of the reverse split may vary significantly as
to each stockholder, depending upon the jurisdiction in which such stockholder
resides. You are urged to consult your own tax advisors to determine the
particular consequences to you.

We believe that the likely federal income tax effects of the reverse split
will be that a stockholder who receives solely a reduced number of shares of our
common stock will not recognize gain or loss. With respect to a reverse split,
such a stockholder's basis in the reduced number of shares of our common stock
will equal the stockholder's basis in his old shares of our common stock.

EFFECTIVE DATE

If the proposed reverse split is approved and the board of directors elects
to proceed with a reverse split, the split would become effective as of 5:00
p.m. Nevada time on the date the split is approved by our board of directors
which in any event shall not be later than 60 days from the date of this
information statement. Except as explained herein with respect to fractional
shares and stockholders who currently hold fewer than 800 shares, or such lesser
amount as we may determine, on such date, all shares of our common stock that
were issued and outstanding immediately prior thereto will be, automatically and
without any action on the part of the stockholders, converted into new shares of
our common stock in accordance with the one for 800 exchange ratio or such other
exchange ratio as we determine.

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RISKS ASSOCIATED WITH THE REVERSE SPLIT

This information statement includes forward-looking statements including
statements regarding our intent to solicit approval of a reverse split, the
timing of the proposed reverse split and the potential benefits of a reverse
split, including, but not limited to, increased investor interest and the
potential for a higher stock price. The words "believe," "expect," "will,"
"may" and similar phrases are intended to identify such forward-looking
statements. Such statements reflect our current views and assumptions, and are
subject to various risks and uncertainties that could cause actual results to
differ materially from expectations. The risks include that we may not have
sufficient resources to continue as a going concern; any significant downturn in
our industry or in general business conditions would likely result in a
reduction of demand for our products or services and would be detrimental to our
business; we will be unable to achieve profitable operations unless we increase
quarterly revenues or make further cost reductions; a loss of or decrease in
purchases by one of our significant customers could materially and adversely
affect our revenues and profitability; the loss of key personnel could have a
material adverse effect on our business; the large number of shares available
for future sale could adversely affect the price of our common stock; and the
volatility of our stock price. For a discussion of these and other risk
factors, see our annual report on Form 10-KSB for the year ended December 31,
2004, and other filings with the Securities and Exchange Commission.

If approved and implemented, the reverse stock split will result in some
stockholders owning "odd-lots" of less than 100 common shares of our stock on a
post-consolidation basis. Odd lots may be more difficult to sell, or require
greater transaction costs per share to sell than shares in "even lots" of even
multiples of 100 shares.

DISSENT RIGHTS OF OUR STOCKHOLDERS

Under Nevada law, our stockholders are entitled, after complying with
certain requirements of Nevada law, to dissent from the approval of the
authority with respect to the reverse stock split, pursuant to Sections 92A.300
to 92A.500, inclusive, of the NRS and to be paid the "fair value" of their
shares of The Blackhawk Fund common stock in cash by complying with the
procedures set forth in Sections 92A. 380 to 92A. 450 of the NRS. Set forth
below is a summary of the procedures relating to the exercise of dissenters'
rights by our stockholders. This summary does not purport to be a complete
statement of the provisions of Sections 92A. 380 to 92A. 450 of the NRS and is
qualified in its entirety by reference to such provisions, which are contained
in Attachment B to this information statement.
------------

Any stockholder who wants to exercise dissenters' rights must deliver
written notice to us, before the date the authority with respect to the reverse
stock split is voted upon, stating that the stockholder intends to demand
payment for his shares of our common stock if the authority to directors with
respect to the reverse stock split is approved (Section 92A.420.1(a) of the
NRS). In addition, the stockholder must not vote his shares in favor of the
authority with respect to the reverse stock split (Section 92A.420.1(b) of the
NRS).

Notices transmitted before the vote should be addressed to The Blackhawk
Fund, 1802 N. Carson Street, Suite 212-3018, Carson City, Nevada 89701.
Stockholders who vote in favor of the authority with respect to the reverse
stock split will be deemed to have waived their dissenter's rights.

A stockholder whose shares of our common stock are held in "street name" or
in the name of anyone other than the stockholder must obtain written consent
from the person or firm in whose name the shares are registered, allowing the
stockholder to file the notice demanding payment for the shares in question, and
must deliver the consent to us no later than the time that dissenter's rights
are asserted (Section 92A.400.2(a) of the NRS). Also, the dissent must be
asserted as to all shares of our common stock that the stockholder beneficially
owns or has power to vote on the record date (Section 92A.400.2(b) of the NRS).

Any stockholder who does not complete the requirements of Sections 92A.400
and 92A.420.1(a) and (b) of the NRS as described above is not entitled to
payment for his shares of The Blackhawk Fund's common stock (Section 92A.420.2
of the NRS).

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VOTE REQUIRED

Once a quorum is present and voting, the grant of discretionary authority
to our directors to implement a reverse stock split will be approved if the
number of votes cast in favor of the grant of authority exceeds the number of
votes cast in opposition to the grant of authority.

The board of directors recommends a vote FOR approval of the grant of
discretionary authority to our directors to implement a reverse stock split, as
described in Attachment A hereto.
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APPROVAL OF STOCK PLANS
(PROPOSAL 2)

Our majority stockholder intends to approve the following Stock Plans of
The Blackhawk Fund (the "Stock Plans"):

(a) Amended and Restated 2004 Stock Plans of Zannwell, Inc. (our
predecessor), adopted by the directors on June 15, 2004, as amended and restated
on July 22, 2004 and December 6, 2004 with 207,500,000 shares in the aggregate
authorized under the Plan; and

(b) 2005 Stock Plans, adopted by the directors on February 28, 2005, with
975,000,000 shares in the aggregate authorized under the Plan.

As of the record date 207,500,000 shares of our common stock have been
issued under the Stock Plans.

The following is a summary of the principal features of the Stock Plans. A
copy of the Stock Plans is attached to this information statement as Attachment
----------
C. Any stockholder who wishes to obtain copies of the Stock Plans may also do
-
so upon written request to our corporate secretary at our principal executive
offices in Carson City, Nevada.

PURPOSE OF THE STOCK PLANS

The purpose of the Stock Plans is to provide incentives to attract, retain
and motivate eligible persons whose present and potential contributions are
important to the success of The Blackhawk Fund and our subsidiaries, by offering
them an opportunity to participate in our future performance through awards of
options, restricted stock and stock bonuses.

The Stock Plans are administered by the compensation committee of the board
of directors.

Number of Shares Available. Subject to certain provisions of the Stock
Plans, the total aggregate number of shares is 1,182,500,000, plus shares of our
common stock that are subject to:

- Issuance upon exercise of an option but cease to be subject to
such option for any reason other than exercise of such option;

- An award granted but forfeited or repurchased by The Blackhawk
Fund at the original issue price; and

- An award that otherwise terminates without shares of our common
stock being issued. At all times, The Blackhawk Fund shall reserve and keep
available a sufficient number of shares of our common stock as shall be required
to satisfy the requirements of all outstanding options granted under the Stock
Plans and all other outstanding but unvested awards granted under the Stock
Plans.

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ELIGIBILITY

Incentive Stock Options and Awards may be granted only to employees
(including, officers and directors who are also employees) of The Blackhawk Fund
or of a parent or subsidiary of The Blackhawk Fund

DISCRETIONARY OPTION GRANT PROGRAM

The committee may grant options to eligible persons and will determine
whether such options will be Incentive Stock Options ("ISO") or Nonqualified
Stock Options ("NQSOs"), the number of shares of our common stock subject to the
option, the exercise price of the option, the period during which the option may
be exercised, and all other terms and conditions of the option, subject to the
following.

Form of Option Grant. Each option granted under the Stock Plans is
evidenced by an Award Agreement that will expressly identify the option as an
ISO or an NQSO (the "Option Agreement"), and will be in such form and contain
such provisions (which need not be the same for each participant) as the
committee may from time to time approve, and which will comply with and be
subject to the terms and conditions of the Stock Plans.

Date of Grant. The date of grant of an option is the date on which the
committee makes the determination to grant such option, unless otherwise
specified by the committee. The Option Agreement and a copy of the applicable
Stock Plans is delivered to the participant within a reasonable time after the
granting of the option.

Exercise Period. Options may be exercisable within the times or upon the
events determined by the committee as set forth in the Stock Option Agreement
governing such option; provided, however, that no option will be exercisable
after the expiration of 10 years from the date the option is granted. For
further restrictions on the Exercise Periods, please refer to the Stock Plans.

Exercise Price. The exercise price of an option is determined by the
committee when the option is granted and may be not less than 85 percent of the
fair market value of the shares of our common stock on the date of grant;
provided that the exercise price of any ISO granted to a Ten Percent Stockholder
as defined in the Stock Plans is not less than 110 percent of the fair market
value of the shares of our common stock on the date of grant. Payment for the
shares of our common stock purchased may be made in accordance with the Stock
Plans.

Method of Exercise. Options may be exercised only by delivery to The
Blackhawk Fund of a written stock option exercise agreement (the "Notice and
Agreement of Exercise") in a form approved by the committee, together with
payment in full of the exercise price for the number of shares of our common
stock being purchased.

Termination. Notwithstanding the exercise periods set forth in the Stock
Option Agreement, exercise of an option is always subject to the following:

- Upon an Employee's Retirement, Disability (as those terms are defined
in the Stock Plans) or death, (a) all Stock Options to the extent then presently
exercisable shall remain in full force and effect and may be exercised pursuant
to the provisions thereof, and (b) unless otherwise provided by the committee,
all Stock Options to the extent not then presently exercisable by the Employee
shall terminate as of the date of such termination of employment and shall not
be exercisable thereafter. Unless employment is terminated for Cause, as defined
by applicable law, the right to exercise in the event of termination of
employment, to the extent that the optionee is entitled to exercise on the date
the employment terminates as follows:

- At least six months from the date of termination if termination
was caused by death or disability.

- At least 30 days from the date of termination if termination was
caused by other than death or disability.

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- Upon the termination of the employment of an Employee for any reason
other than those specifically set forth in the Stock Plans, (a) all Stock
Options to the extent then presently exercisable by the Employee shall remain
exercisable only for a period of 90 days after the date of such termination of
employment (except that the 90 day period shall be extended to 12 months if the
Employee shall die during such 90 day period), and may be exercised pursuant to
the provisions thereof, including expiration at the end of the fixed term
thereof, and (b) unless otherwise provided by the committee, all Stock Options
to the extent not then presently exercisable by the Employee shall terminate as
of the date of such termination of employment and shall not be exercisable
thereafter.

Limitations on Exercise. The committee may specify a reasonable minimum
number of shares of our common stock that may be purchased on any exercise of an
option, provided that such minimum number will not prevent the participant from
exercising the option for the full number of shares of our common stock for
which it is then exercisable. Subject to the provisions of the Stock Plans, the
Employee has the right to exercise his Stock Options at the rate of at least
33-1/3 percent per year over three years from the date the Stock Option is
granted.

Limitations on ISO. The aggregate fair market value (determined as of the
date of grant) of shares of our common stock with respect to which ISOs are
exercisable for the first time by a participant during any calendar year (under
the Stock Plans or under any other ISO plan of The Blackhawk Fund, or the parent
or any subsidiary of The Blackhawk Fund) will not exceed $100,000.00. In the
event that the Internal Revenue Code or the regulations promulgated thereunder
are amended after the effective date of the Stock Plans to provide for a
different limit on the fair market value of shares of our common stock permitted
to be subject to ISO, such different limit will be automatically incorporated in
the Stock Plans and will apply to any options granted after the effective date
of such amendment.

Modification, Extension or Renewal. The committee may modify or amend any
Award under the Stock Plans or waive any restrictions or conditions applicable
to the Award; provided, however, that the committee may not undertake any such
modifications, amendments or waivers if the effect thereof materially increases
the benefits to any Employee, or adversely affects the rights of any Employee
without his consent.

STOCKHOLDER RIGHTS AND OPTION TRANSFERABILITY

Awards granted under the Stock Plans, including any interest, are not
transferable or assignable by the participant, and may not be made subject to
execution, attachment or similar process, other than by will or by the laws of
descent and distribution.

GENERAL PROVISIONS

Adoption and Stockholder Approval. The Stock Plans became effective on the
date they were adopted by the board of directors of The Blackhawk Fund (the
"effective date"). The Stock Plans must be approved by the stockholders of The
Blackhawk Fund within 12 months before or after the date of adoption and the
committee may grant Awards pursuant to the Stock Plans upon the effective date.

Term of Stock Plans/Governing Law. Unless earlier terminated as provided,
the Stock Plans will terminate 10 years from the date of adoption, or, if
earlier, from the date of stockholder approval. The Stock Plans and all
agreements thereunder shall be governed by and construed in accordance with the
laws of the State of Nevada.

Amendment or Termination of the Stock Plans. Our board of directors may at
any time terminate or amend the Stock Plans 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 our best interest without further approval of our
stockholders, provided that, to the extent required under Nevada law or to
qualify transactions under the Stock Plans for exemption under Rule 16b-3
promulgated under the Exchange Act, no amendment to the Stock Plans shall be
adopted without further approval of our stockholders and, provided, further,
that if and to the extent required for the Stock Plans to comply with Rule 16b-3
promulgated under the Exchange Act, no amendment to the Stock Plans shall be
made more than once in any six month period that would change the amount, price
or timing of the grants of our common stock hereunder other than to comport with
changes in the Code, the Employee Retirement Income Security Act of 1974,

-9-

as amended, or the regulations thereunder. The board may terminate the Stock
Plans at any time by a vote of a majority of the members thereof.

AWARD OF STOCK BONUSES

Award of Stock Bonuses. A Stock Bonus is an award of shares of our common
stock (which may consist of Restricted Stock) for extraordinary services
rendered to The Blackhawk Fund or any parent or subsidiary of The Blackhawk Fund
Each Award under the Stock Plans consists of a grant of shares of our common
stock subject to a restriction period (after which the restrictions shall
lapse), which shall be a period commencing on the date the Award is granted and
ending on such date as the committee shall determine (the "Restriction Period").
The committee may provide for the lapse of restrictions in installments, for
acceleration of the lapse of restrictions upon the satisfaction of such
performance or other criteria or upon the occurrence of such events as the
committee shall determine, and for the early expiration of the Restriction
Period upon an Employee's death, Disability or Retirement as defined in the
Stock Plans or, following a Change of Control, upon termination of an Employee's
employment by us without "Cause" or by the Employee for "Good Reason," as those
terms are defined in the Stock Plans.

Terms of Stock Bonuses. Upon receipt of an Award of shares of our common
stock under the Stock Plans, even during the Restriction Period, an Employee is
the holder of record of the shares and has all the rights of a stockholder with
respect to such shares, subject to the terms and conditions of the Stock Plans
and the Award.

FEDERAL TAX CONSEQUENCES

Option Grants. Options granted under the Stock Plans may be either ISO
which satisfy the requirements of Section 422 of the Code or NQSOs which are not
intended to meet such requirements. The federal income tax treatment for the
two types of options differs as discussed below.

Incentive Stock Options. The optionee recognizes no taxable income at the
time of the option grant, and no taxable income is generally recognized at the
time the option is exercised. However, the exercise of an ISO (if the holding
period rules set forth below are satisfied) will give rise to income includable
by the optionee in his alternative minimum taxable income for purposes of the
alternative minimum tax in an amount equal to the excess of the fair market
value of the shares acquired on the date of the exercise of the option over the
exercise price. The optionee will also recognize taxable income in the year in
which the exercised shares are sold or otherwise made the subject of a taxable
disposition. For federal tax purposes, dispositions are divided into two
categories: (i) qualifying and (ii) disqualifying. A qualifying disposition
occurs if the sale or other disposition is made after the optionee has held the
shares for more than two years after the option grant date and more than one
year after the exercise date. If either of these two holding periods is not
satisfied, then a disqualifying disposition will result. In addition, the
optionee must be an employee of The Blackhawk Fund or a qualified subsidiary at
all times between the date of grant and the date three months (one year in the
case of disability) before exercise of the option (special rules apply in the
case of the death of the optionee).

Upon a qualifying disposition, the optionee will recognize long-term
capital gain or loss in an amount equal to the difference between (i) the amount
realized upon the sale or other disposition of the purchased shares over (ii)
the exercise price paid for the shares. If there is a disqualifying disposition
of the shares, then the excess of (i) the lesser of the fair market value of
those shares on the exercise date or the sale date and (ii) the exercise price
paid for the shares will be taxable as ordinary income to the optionee. Any
additional gain or loss recognized upon the disposition will be recognized as a
capital gain or loss by the optionee.

If the optionee makes a disqualifying disposition of the purchased shares,
then we will be entitled to an income tax deduction, for the taxable year in
which such disposition occurs, equal to the excess of (i) the fair market value
of such shares on the option exercise date or the sale date, if less, over (ii)
the exercise price paid for the shares. In no other instance will we be allowed
a deduction with respect to the optionee's disposition of the purchased shares.

Nonqualified Stock Options. No taxable income is recognized by an optionee
upon the grant of a NQSO. The optionee will in general recognize ordinary income
in the year in which the option is exercised, equal to the

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excess of the fair market value of the purchased shares on the exercise date
over the exercise price paid for the shares, and the optionee will be required
to satisfy the tax withholding requirements applicable to such income.

If the shares acquired upon exercise of the NQSO are unvested and subject
to repurchase, at the exercise price paid per share, by us in the event of the
optionee's termination of service prior to vesting in those shares, then the
optionee will not recognize any taxable income at the time of exercise but will
have to report as ordinary income, as and when our repurchase right lapses, an
amount equal to the excess of (i) the fair market value of the shares on the
date the repurchase right lapses over (ii) the exercise price paid for the
shares. The optionee may, however, elect under Section 83(b) of the Code to
include as ordinary income in the year of exercise of the option an amount equal
to the excess of (i) the fair market value of the purchased shares on the
exercise date over (ii) the exercise price paid for such shares. If the Section
83(b) election is made, the optionee will not recognize any additional income as
and when the repurchase right lapse and all subsequent appreciation in the
shares generally would be eligible for capital gains treatment.

We will be entitled to an income tax deduction equal to the amount of
ordinary income recognized by the optionee with respect to the exercised NQSO.
The deduction will in general be allowed for our taxable year in which such
ordinary income is recognized by the optionee.

Direct Stock Issuance. With respect to the receipt of a stock award not
subject to restriction, the participant would have ordinary income, at the time
of receipt, in an amount equal to the difference between the fair market value
of the stock received at such time and the amount, if any, paid by the holder
for the stock award.

With respect to the receipt of a stock award that is subject to
restrictions, or certain repurchase rights of The Blackhawk Fund, unless the
recipient of such stock award makes an "83(b) election" (as discussed below),
there generally will be no tax consequences as a result of such a stock award
until the shares are no longer subject to a substantial risk of forfeiture or
are transferable (free of such risk). We intend that, generally, when the
restrictions are lifted, the holder will recognize ordinary income, and we will
be entitled to a deduction, equal to the difference between the fair market
value of the shares at such time and the amount, if any, paid by the holder for
the stock. Subsequently realized changes in the value of the stock generally
will be treated as long-term or short-term capital gain or loss, depending on
the length of time the shares are held prior to disposition of such shares. In
general terms, if a holder makes an "83(b) election" (under Section 83(b) of the
Code) upon the award of a stock award subject to restrictions (or certain
repurchase rights of The Blackhawk Fund), the holder will recognize ordinary
income on the date of the award of the stock award, and we will be entitled to a
deduction, equal to (i) the fair market value of such stock as though the stock
were (A) not subject to a substantial risk of forfeiture or (B) transferable,
minus (ii) the amount, if any, paid for the stock award. If an "83(b) election"
is made, there will generally be no tax consequences to the holder upon the
lifting of restrictions, and all subsequent appreciation in the stock award
generally would be eligible for capital gains treatment.

ACCOUNTING TREATMENT

Option grants or stock issuances with exercise or issue prices less than
the fair market value of the shares on the grant or issue date will result in a
compensation expense to our earnings equal to the difference between the
exercise or issue price and the fair market value of the shares on the grant or
issue date. Such expense will be amortized against our earnings over the period
that the option shares or issued shares are to vest.

Option grants or stock issuances with exercise or issue prices equal to the
fair market value of the shares at the time of issuance or grant generally will
not result in any charge to our earnings, but International Development Corp,
Inc., in accordance with Generally Accepted Accounting Principals, must
disclose, in pro-forma statements to our financial statements, the impact those
option grants would have upon our reported earnings (losses) were the value of
those options treated as compensation expense. Whether or not granted at a
discount, the number of outstanding options may be a factor in determining our
earnings per share on a fully diluted basis.

Should one or more optionee be granted stock appreciation rights that have
no conditions upon exercisability other than a service or employment
requirement, then such rights will result in a compensation expense to our
earnings. Accordingly, at the end of each fiscal quarter, the amount (if any) by
which the fair market value of the shares of common stock subject to such
outstanding stock appreciation rights has increased from the

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prior quarter-end would be accrued as compensation expense, to the extent such
fair market value is in excess of the aggregate exercise price in effect for
those rights.

VOTE REQUIRED

Once a quorum is present and voting, a simple majority of the voting shares
is required to approve the Stock Plans.

Our board of directors recommends that stockholders vote FOR the approval
of the Stock Plans.

Information regarding the beneficial ownership of our common and preferred
stock by management and the board of directors is noted below.

Information regarding the beneficial ownership of our common and preferred
stock by management and the board of directors is noted below

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information regarding the beneficial ownership
of all shares of our common stock and preferred stock as of the record date, by:

- Each person who beneficially owns more than five percent of the
outstanding shares of our common stock;

- Each person who beneficially owns outstanding shares of our
preferred stock;

- Each of our directors;

- Each named executive officer; and

- All directors and officers as a group.

COMMON STOCK
BENEFICIALLY PREFERRED STOCK BENEFICIALLY
OWNED (2) OWNED (2)
--------------------- --------------------------------
NAME AND ADDRESS OF BENEFICIAL OWNER (1) NUMBER PERCENT NUMBER PERCENT
--------------------------------------------------- ----------- -------- --------------- ---------------

Steve Bonenberger . . . . . . . . . . . . . . . . . -0- -0- -0- -0-
Brent Fouch . . . . . . . . . . . . . . . . . . . . -0- -0- -0- -0-
----------- --------------- ---------------
All directors and officers as a group (two persons) -0- -0- -0- -0-
=========== ======== =============== ===============
Palomar Enterprises (6) . . . . . . . . . . . . . . 100,000,000 10.34 9,000,000 (3) 90 (3)
10,000,000 (4) 100 (4)
10,000,000 (5) 100 (4)
R. Patrick Liska. . . . . . . . . . . . . . . . . . -0- -0- 1,000,000 (3) 5 (3)

(1) Unless otherwise indicated, the address for each of these stockholders is
c/o The Blackhawk Fund, 1802 N. Carson Street, Suite 212, Carson City,
Nevada, 89701, telephone number (775) 887-0670. Also, unless otherwise
indicated, each person named in the table above has the sole voting and
investment power with respect to the shares of our common and preferred
stock which he beneficially owns.
(2) Beneficial ownership is determined in accordance with the rules of the SEC.
As of September 30 2005, the total number of outstanding shares of the
common stock is 967,209,709, the total number of outstanding shares of the
series A preferred stock is 10,000,000, the total number of outstanding
shares of the series B preferred stock is 10,000,000 and the total number
of outstanding shares of the series C preferred stock is 10,000,000.
(3) series A preferred stock.
(4) series B preferred stock.
(5) series C preferred stock.
(6) Palomar Enterprises, Inc., a Nevada publicly-traded corporation, is
controlled by Messrs. Steve Bonenberger and Brent Fouch, our officers and
directors. Palomar Enterprises, Inc. holds 9,000,000 shares of our series A
preferred stock, 10,000,000 shares of our series B preferred stock and
10,000,000 shares of our series C preferred stock, equivalent to the voting
power of 1,110,000,000 shares of our common stock.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive
officers and persons who own more than 10 percent of a registered class of our
equity securities, file with the SEC initial reports of ownership and reports of
changes in ownership of our equity securities. Officers, directors and greater
than 10 percent stockholders are required by SEC regulation to furnish us with
copies of all Section 16(a) forms they file. All such persons have filed all
required reports.

DOCUMENTS INCORPORATED BY REFERENCE

Our Annual Report on Form 10-KSB for the year ended December 31, 2004 and
our Quarterly Reports on Forms 10-QSB for the periods ended March 31, 2005 and
June 30, 2005 are incorporated herein by reference.

COPIES OF ANNUAL AND QUARTERLY REPORTS

We will furnish a copy of our Annual Report on Form 10-KSB, as amended, for
the year ended December 31, 2004 and our Quarterly Reports on Forms 10-QSB for
the periods ended March 31, 2005 and June 30, 2005 and any exhibit referred to
therein without charge to each person to whom this information statement is
delivered upon written or oral request by first class mail or other equally
prompt means within one business day of receipt of such request. Any request
should be directed to our corporate secretary at 1802 N. Carson Street, Suite
212-3018, Carson City, Nevada 89701, Telephone (775) 887-0670.

By Order of the board of directors,

/s/ Steve Bonenberger

Steve Bonenberger, President, Chief Executive
Officer and Director

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ATTACHMENT A

RESOLUTIONS TO BE ADOPTED BY THE
STOCKHOLDERS OF
THE BLACKHAWK FUND
(the "Company")

RESOLVED, that the grant of discretionary authority to the board
of directors to implement a reverse split of the Company's issued and
outstanding common stock on the basis of one post-consolidation share
for up to each 800 pre-consolidation shares within 60 days of the
Company's information statement on Schedule 14C dated October 17, 2005
is hereby approved in all respects; and

RESOLVED FURTHER, that the Company's Stock Plans, included as
Attachment C to the Company's information statement on Schedule 14C
-------------
dated October 17, 2005 are hereby approved in all respects; and

RESOLVED FURTHER, that the officers of the Company be, and each
of them hereby is, authorized, empowered and directed, for and on
behalf of the Company, to take any and all actions, to perform all
such acts and things, to execute, file, deliver or record in the name
and on behalf of the Company, all such instruments, agreements, or
other documents, and to make all such payments as they, in their
judgment, or in the judgment of any one or more of them, may deem
necessary, advisable or appropriate in order to carry out the
transactions contemplated by the foregoing resolutions.

-14-

ATTACHMENT B

SECTIONS 92A.300-92A.500 OF THE NEVADA REVISED STATUTES

NRS 92A.300 DEFINITIONS. As used in NRS 92A.300 to 92A.500, inclusive,
----------- -------
unless the context otherwise requires, the words and terms defined in NRS
---
92A.305 to 92A.335, inclusive, have the meanings ascribed to them in those
------- -------
sections.
(Added to NRS by 1995, 2086)

NRS 92A.305 "BENEFICIAL STOCKHOLDER" DEFINED. "Beneficial stockholder"
means a person who is a beneficial owner of shares held in a voting trust or by
a nominee as the stockholder of record.
(Added to NRS by 1995, 2087)

NRS 92A.310 "CORPORATE ACTION" DEFINED. "Corporate action" means the action
of a domestic corporation.
(Added to NRS by 1995, 2087)

NRS 92A.315 "DISSENTER" DEFINED. "Dissenter" means a stockholder who is
entitled to dissent from a domestic corporation's action under NRS 92A.380 and
-----------
who exercises that right when and in the manner required by NRS 92A.400 to
-----------
92A.480, inclusive.
-------
(Added to NRS by 1995, 2087; A 1999, 1631)
----

NRS 92A.320 "FAIR VALUE" DEFINED. "Fair value," with respect to a
dissenter's shares, means the value of the shares immediately before the
effectuation of the corporate action to which he objects, excluding any
appreciation or depreciation in anticipation of the corporate action unless
exclusion would be inequitable.
(Added to NRS by 1995, 2087)

NRS 92A.325 "STOCKHOLDER" DEFINED. "Stockholder" means a stockholder of
record or a beneficial stockholder of a domestic corporation.
(Added to NRS by 1995, 2087)

NRS 92A.330 "STOCKHOLDER OF RECORD" DEFINED. "Stockholder of record" means
the person in whose name shares are registered in the records of a domestic
corporation or the beneficial owner of shares to the extent of the rights
granted by a nominee's certificate on file with the domestic corporation.
(Added to NRS by 1995, 2087)

NRS 92A.335 "SUBJECT CORPORATION" DEFINED. "Subject corporation" means the
domestic corporation which is the issuer of the shares held by a dissenter
before the corporate action creating the dissenter's rights becomes effective or
the surviving or acquiring entity of that issuer after the corporate action
becomes effective.
(Added to NRS by 1995, 2087)

NRS 92A.340 COMPUTATION OF INTEREST. Interest payable pursuant to NRS
---
92A.300 to 92A.500, inclusive, must be computed from the effective date of the
------- -------
action until the date of payment, at the average rate currently paid by the
entity on its principal bank loans or, if it has no bank loans, at a rate that
is fair and equitable under all of the circumstances.
(Added to NRS by 1995, 2087)

NRS 92A.350 RIGHTS OF DISSENTING PARTNER OF DOMESTIC LIMITED PARTNERSHIP.
A partnership agreement of a domestic limited partnership or, unless otherwise
provided in the partnership agreement, an agreement of merger or exchange, may
provide that contractual rights with respect to the partnership interest of a
dissenting general or limited partner of a domestic limited partnership are
available for any class or group of partnership interests in connection with any
merger or exchange in which the domestic limited partnership is a constituent
entity.
(Added to NRS by 1995, 2088)

-15-

NRS 92A.360 RIGHTS OF DISSENTING MEMBER OF DOMESTIC LIMITED-LIABILITY
COMPANY. The articles of organization or operating agreement of a domestic
limited-liability company or, unless otherwise provided in the articles of
organization or operating agreement, an agreement of merger or exchange, may
provide that contractual rights with respect to the interest of a dissenting
member are available in connection with any merger or exchange in which the
domestic limited-liability company is a constituent entity.
(Added to NRS by 1995, 2088)

NRS 92A.370 RIGHTS OF DISSENTING MEMBER OF DOMESTIC NONPROFIT CORPORATION.
1. Except as otherwise provided in subsection 2, and unless otherwise
provided in the articles or bylaws, any member of any constituent domestic
nonprofit corporation who voted against the merger may, without prior notice,
but within 30 days after the effective date of the merger, resign from
membership and is thereby excused from all contractual obligations to the
constituent or surviving corporations which did not occur before his resignation
and is thereby entitled to those rights, if any, which would have existed if
there had been no merger and the membership had been terminated or the member
had been expelled.
2. Unless otherwise provided in its articles of incorporation or bylaws,
no member of a domestic nonprofit corporation, including, but not limited to, a
cooperative corporation, which supplies services described in chapter 704 of NRS
------------------
to its members only, and no person who is a member of a domestic nonprofit
corporation as a condition of or by reason of the ownership of an interest in
real property, may resign and dissent pursuant to subsection 1.
(Added to NRS by 1995, 2088)

NRS 92A.380 RIGHT OF STOCKHOLDER TO DISSENT FROM CERTAIN CORPORATE ACTIONS
AND TO OBTAIN PAYMENT FOR SHARES.
1. Except as otherwise provided in NRS 92A.370 and 92A.390, any
------------ -------
stockholder is entitled to dissent from, and obtain payment of the fair value of
his shares in the event of any of the following corporate actions:
(a) Consummation of a conversion or plan of merger to which the domestic
corporation is a constituent entity:
(1) If approval by the stockholders is required for the conversion or
merger by NRS 92A.120 to 92A.160, inclusive, or the articles of incorporation,
----------- -------
regardless of whether the stockholder is entitled to vote on the conversion or
plan of merger; or
(2) If the domestic corporation is a subsidiary and is merged with
its parent pursuant to NRS 92A.180.
------------
(b) Consummation of a plan of exchange to which the domestic corporation
is a constituent entity as the corporation whose subject owner's interests will
be acquired, if his shares are to be acquired in the plan of exchange.
(c) Any corporate action taken pursuant to a vote of the stockholders to
the extent that the articles of incorporation, bylaws or a resolution of the
board of directors provides that voting or nonvoting stockholders are entitled
to dissent and obtain payment for their shares.
2. A stockholder who is entitled to dissent and obtain payment pursuant
to NRS 92A.300 to 92A.500, inclusive, may not challenge the corporate action
------------ -------
creating his entitlement unless the action is unlawful or fraudulent with
respect to him or the domestic corporation.
(Added to NRS by 1995, 2087; A 2001, 1414, 3199; 2003, 3189)
---- ---- ----

NRS 92A.390 LIMITATIONS ON RIGHT OF DISSENT: STOCKHOLDERS OF CERTAIN
CLASSES OR SERIES; ACTION OF STOCKHOLDERS NOT REQUIRED FOR PLAN OF MERGER.
1. There is no right of dissent with respect to a plan of merger or
exchange in favor of stockholders of any class or series which, at the record
date fixed to determine the stockholders entitled to receive notice of and to
vote at the meeting at which the plan of merger or exchange is to be acted on,
were either listed on a national securities exchange, included in the national
market system by the National Association of Securities Dealers, Inc., or held
by at least 2,000 stockholders of record, unless:
(a) The articles of incorporation of the corporation issuing the shares
provide otherwise; or
(b) The holders of the class or series are required under the plan of
merger or exchange to accept for the shares anything except:
(1) Cash, owner's interests or owner's interests and cash in lieu of
fractional owner's interests of:
(I) The surviving or acquiring entity; or
(II) Any other entity which, at the effective date of the plan of
merger or exchange, were either listed on a national securities exchange,
included in the national market system by the National Association of Securities
Dealers, Inc., or held of record by a least 2,000 holders of owner's interests
of record; or

-16-

(2) A combination of cash and owner's interests of the kind described
in sub-subparagraphs (I) and (II) of subparagraph (1) of paragraph (b).
2. There is no right of dissent for any holders of stock of the surviving
domestic corporation if the plan of merger does not require action of the
stockholders of the surviving domestic corporation under NRS 92A.130.
------------
(Added to NRS by 1995, 2088)

NRS 92A.400 LIMITATIONS ON RIGHT OF DISSENT: ASSERTION AS TO PORTIONS ONLY
TO SHARES REGISTERED TO STOCKHOLDER; ASSERTION BY BENEFICIAL STOCKHOLDER.
1. A stockholder of record may assert dissenter's rights as to fewer than
all of the shares registered in his name only if he dissents with respect to all
shares beneficially owned by any one person and notifies the subject corporation
in writing of the name and address of each person on whose behalf he asserts
dissenter's rights. The rights of a partial dissenter under this subsection are
determined as if the shares as to which he dissents and his other shares were
registered in the names of different stockholders.
2. A beneficial stockholder may assert dissenter's rights as to shares
held on his behalf only if:
(a) He submits to the subject corporation the written consent of the
stockholder of record to the dissent not later than the time the beneficial
stockholder asserts dissenter's rights; and
(b) He does so with respect to all shares of which he is the beneficial
stockholder or over which he has power to direct the vote.
(Added to NRS by 1995, 2089)

NRS 92A.410 NOTIFICATION OF STOCKHOLDERS REGARDING RIGHT OF DISSENT.
1. If a proposed corporate action creating dissenters' rights is
submitted to a vote at a stockholders' meeting, the notice of the meeting must
state that stockholders are or may be entitled to assert dissenters' rights
under NRS 92A.300 to 92A.500, inclusive, and be accompanied by a copy of those
------------ -------
sections.
2. If the corporate action creating dissenters' rights is taken by
written consent of the stockholders or without a vote of the stockholders, the
domestic corporation shall notify in writing all stockholders entitled to assert
dissenters' rights that the action was taken and send them the dissenter's
notice described in NRS 92A.430.
------------
(Added to NRS by 1995, 2089; A 1997, 730)

NRS 92A.420 PREREQUISITES TO DEMAND FOR PAYMENT FOR SHARES.
1. If a proposed corporate action creating dissenters' rights is
submitted to a vote at a stockholders' meeting, a stockholder who wishes to
assert dissenter's rights:
(a) Must deliver to the subject corporation, before the vote is taken,
written notice of his intent to demand payment for his shares if the proposed
action is effectuated; and
(b) Must not vote his shares in favor of the proposed action.
2. A stockholder who does not satisfy the requirements of subsection 1
and NRS 92A.400 is not entitled to payment for his shares under this chapter.
------------
(Added to NRS by 1995, 2089; 1999, 1631)
----

NRS 92A.430 DISSENTER'S NOTICE: DELIVERY TO STOCKHOLDERS ENTITLED TO ASSERT
RIGHTS; CONTENTS.
1. If a proposed corporate action creating dissenters' rights is
authorized at a stockholders' meeting, the subject corporation shall deliver a
written dissenter's notice to all stockholders who satisfied the requirements to
assert those rights.
2. The dissenter's notice must be sent no later than 10 days after the
effectuation of the corporate action, and must:
(a) State where the demand for payment must be sent and where and when
certificates, if any, for shares must be deposited;
(b) Inform the holders of shares not represented by certificates to what
extent the transfer of the shares will be restricted after the demand for
payment is received;
(c) Supply a form for demanding payment that includes the date of the
first announcement to the news media or to the stockholders of the terms of the
proposed action and requires that the person asserting dissenter's rights
certify whether or not he acquired beneficial ownership of the shares before
that date;
(d) Set a date by which the subject corporation must receive the demand
for payment, which may not be less than 30 nor more than 60 days after the date
the notice is delivered; and
(e) Be accompanied by a copy of NRS 92A.300 to 92A.500, inclusive.
------------ -------
(Added to NRS by 1995, 2089)

-17-

NRS 92A.440 DEMAND FOR PAYMENT AND DEPOSIT OF CERTIFICATES; RETENTION OF
RIGHTS OF STOCKHOLDER.
1. A stockholder to whom a dissenter's notice is sent must:
(a) Demand payment;
(b) Certify whether he or the beneficial owner on whose behalf he is
dissenting, as the case may be, acquired beneficial ownership of the shares
before the date required to be set forth in the dissenter's notice for this
certification; and
(c) Deposit his certificates, if any, in accordance with the terms of the
notice.
2. The stockholder who demands payment and deposits his certificates, if
any, before the proposed corporate action is taken retains all other rights of a
stockholder until those rights are cancelled or modified by the taking of the
proposed corporate action.
3. The stockholder who does not demand payment or deposit his
certificates where required, each by the date set forth in the dissenter's
notice, is not entitled to payment for his shares under this chapter.
(Added to NRS by 1995, 2090; A 1997, 730; 2003, 3189)
----

NRS 92A.450 UNCERTIFICATED SHARES: AUTHORITY TO RESTRICT TRANSFER AFTER
DEMAND FOR PAYMENT; RETENTION OF RIGHTS OF STOCKHOLDER.
1. The subject corporation may restrict the transfer of shares not
represented by a certificate from the date the demand for their payment is
received.
2. The person for whom dissenter's rights are asserted as to shares not
represented by a certificate retains all other rights of a stockholder until
those rights are cancelled or modified by the taking of the proposed corporate
action.
(Added to NRS by 1995, 2090)

NRS 92A.460 PAYMENT FOR SHARES: GENERAL REQUIREMENTS.
1. Except as otherwise provided in NRS 92A.470, within 30 days after
-----------
receipt of a demand for payment, the subject corporation shall pay each
dissenter who complied with NRS 92A.440 the amount the subject corporation
------------
estimates to be the fair value of his shares, plus accrued interest. The
obligation of the subject corporation under this subsection may be enforced by
the district court:
(a) Of the county where the corporation's registered office is located; or
(b) At the election of any dissenter residing or having its registered
office in this state, of the county where the dissenter resides or has its
registered office. The court shall dispose of the complaint promptly.
2. The payment must be accompanied by:
(a) The subject corporation's balance sheet as of the end of a fiscal year
ending not more than 16 months before the date of payment, a statement of income
for that year, a statement of changes in the stockholders' equity for that year
and the latest available interim financial statements, if any;
(b) A statement of the subject corporation's estimate of the fair value of
the shares;
(c) An explanation of how the interest was calculated;
(d) A statement of the dissenter's rights to demand payment under NRS
---
92A.480; and
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(e) A copy of NRS 92A.300 to 92A.500, inclusive.
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(Added to NRS by 1995, 2090)

NRS 92A.470 PAYMENT FOR SHARES: SHARES ACQUIRED ON OR AFTER DATE OF
DISSENTER'S NOTICE.
1. A subject corporation may elect to withhold payment from a dissenter
unless he was the beneficial owner of the shares before the date set forth in
the dissenter's notice as the date of the first announcement to the news media
or to the stockholders of the terms of the proposed action.
2. To the extent the subject corporation elects to withhold payment,
after taking the proposed action, it shall estimate the fair value of the
shares, plus accrued interest, and shall offer to pay this amount to each
dissenter who agrees to accept it in full satisfaction of his demand. The
subject corporation shall send with its offer a statement of its estimate of the
fair value of the shares, an explanation of how the interest was calculated, and
a statement of the dissenters' right to demand payment pursuant to NRS 92A.480.
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(Added to NRS by 1995, 2091)

NRS 92A.480 DISSENTER'S ESTIMATE OF FAIR VALUE: NOTIFICATION OF SUBJECT
CORPORATION; DEMAND FOR PAYMENT OF ESTIMATE.
1. A dissenter may notify the subject corporation in writing of his own
estimate of the fair value of his shares and the amount of interest due, and
demand payment of his estimate, less any payment pursuant to NRS 92A.460, or
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reject the offer pursuant to NRS 92A.470 and demand payment of the fair value of
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his shares and interest due, if he believes that the amount paid pursuant to NRS
---
92A.460 or offered pursuant to NRS 92A.470 is less than the fair value of his
------- -----------
shares or that the interest due is incorrectly calculated.
2. A dissenter waives his right to demand payment pursuant to this
section unless he notifies the subject corporation of his demand in writing
within 30 days after the subject corporation made or offered payment for his
shares.
(Added to NRS by 1995, 2091)

NRS 92A.490 LEGAL PROCEEDING TO DETERMINE FAIR VALUE: DUTIES OF SUBJECT
CORPORATION; POWERS OF COURT; RIGHTS OF DISSENTER.
1. If a demand for payment remains unsettled, the subject corporation
shall commence a proceeding within 60 days after receiving the demand and
petition the court to determine the fair value of the shares and accrued
interest. If the subject corporation does not commence the proceeding within the
60-day period, it shall pay each dissenter whose demand remains unsettled the
amount demanded.
2. A subject corporation shall commence the proceeding in the district
court of the county where its registered office is located. If the subject
corporation is a foreign entity without a resident agent in the state, it shall
commence the proceeding in the county where the registered office of the
domestic corporation merged with or whose shares were acquired by the foreign
entity was located.
3. The subject corporation shall make all dissenters, whether or not
residents of Nevada, whose demands remain unsettled, parties to the proceeding
as in an action against their shares. All parties must be served with a copy of
the petition. Nonresidents may be served by registered or certified mail or by
publication as provided by law.
4. The jurisdiction of the court in which the proceeding is commenced
under subsection 2 is plenary and exclusive. The court may appoint one or more
persons as appraisers to receive evidence and recommend a decision on the
question of fair value. The appraisers have the powers described in the order
appointing them, or any amendment thereto. The dissenters are entitled to the
same discovery rights as parties in other civil proceedings.
5. Each dissenter who is made a party to the proceeding is entitled to a
judgment:
(a) For the amount, if any, by which the court finds the fair value of his
shares, plus interest, exceeds the amount paid by the subject corporation; or
(b) For the fair value, plus accrued interest, of his after-acquired
shares for which the subject corporation elected to withhold payment pursuant to
NRS 92A.470.
------------
(Added to NRS by 1995, 2091)

NRS 92A.500 LEGAL PROCEEDING TO DETERMINE FAIR VALUE: ASSESSMENT OF COSTS
AND FEES.
1. The court in a proceeding to determine fair value shall determine all
of the costs of the proceeding, including the reasonable compensation and
expenses of any appraisers appointed by the court. The court shall assess the
costs against the subject corporation, except that the court may assess costs
against all or some of the dissenters, in amounts the court finds equitable, to
the extent the court finds the dissenters acted arbitrarily, vexatiously or not
in good faith in demanding payment.
2. The court may also assess the fees and expenses of the counsel and
experts for the respective parties, in amounts the court finds equitable:
(a) Against the subject corporation and in favor of all dissenters if the
court finds the subject corporation did not substantially comply with the
requirements of NRS 92A.300 to 92A.500, inclusive; or
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(b) Against either the subject corporation or a dissenter in favor of any
other party, if the court finds that the party against whom the fees and
expenses are assessed acted arbitrarily, vexatiously or not in good faith with
respect to the rights provided by NRS 92A.300 to 92A.500, inclusive.
------------ -------
3. If the court finds that the services of counsel for any dissenter were
of substantial benefit to other dissenters similarly situated, and that the fees
for those services should not be assessed against the subject corporation, the
court may award to those counsel reasonable fees to be paid out of the amounts
awarded to the dissenters who were benefited.
4. In a proceeding commenced pursuant to NRS 92A.460, the court may
-----------
assess the costs against the subject corporation, except that the court may
assess costs against all or some of the dissenters who are parties to the
proceeding, in amounts the court finds equitable, to the extent the court finds
that such parties did not act in good faith in instituting the proceeding.
5. This section does not preclude any party in a proceeding commenced
pursuant to NRS 92A.460 or 92A.490 from applying the provisions of N.R.C.P. 68
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or NRS 17.115.
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(Added to NRS by 1995, 2092)

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ATTACHMENT C

STOCK PLANS