Exhibit
No. 10.6
 
 CONFIDENTIAL
 
 January
16, 2009
 
 Dr. Craig
A Zabala
 Chairman
of the Board, President & Chief Executive Officer
 Blackhawk
Capital Group BDC, Inc.
 14 Wall
Street, Suite 1100B
 New York,
NY 10005
 
 Dear Dr.
Zabala,
 
 This
letter (the "Agreement") will confirm the engagement of John W. Loofbourrow
Associates, Inc. ("Loofbourrow") and EquitySmith, Inc. ("ESI"), by Blackhawk
Capital Group BDC, Inc., a Delaware corporation and a business development
company registered under the Investment Company Act of 1940, as amended (the
"Company"), as placement agents in connection with the Company's Rule 506
offering under Regulation D under the Securities Act of 1933, as amended (the
"Securities Act"), of up to $10 million in common stock ("Securities") to
qualified institutional buyers ("QIBs") and "accredited investors" (as those
terms are defined under the Securities Act) (the "Investors").  The
Offering will be pursuant to a Confidential Private Placement Memorandum and a
subscription agreement and purchase questionnaire ("Subscription
Agreement").  The maximum amount to be raised in the Offering is
$10,000,000.  The minimum amount is $3,000,000.  The Company
reserves the right to lower the minimum or increase the maximum at its sole
discretion.  The purchase price shall be $5.00 per share.
   1.
              Scope
      of Loofbourrow's and ESI's Services.  Each of Loofbourrow
      and ESI will distribute Offering Materials (as hereinafter defined) to
      potential investors, report the status of the Offering to the Company, and
      assist in consummating the Offering, including, but not limited
      to:
  a.
              familiarizing
      itself to the extent it deems appropriate and feasible with the business
      operations, properties, financial condition, and prospects of the
      Company,
  b.
              assisting
      the Company in preparing Offering Materials for distribution by
      Loofbourrow and ESI to potential investors selected by Loofbourrow and ESI
      and the Company,
  c.
              screening
      and contacting prospective
investors,
  d.
              assisting
      in negotiations with prospective investors,
and
 
 
 e.
                advising
      and assisting the Company in structuring and pricing the
      Offering.
  It is
understood by both parties that Loofbourrow and ESI intend to solicit interest
from a limited number of potential Investors (QIBs and accredited
investors).  Loofbourrow and ESI will, in their sole discretion,
determine the reasonableness of their efforts and are under no obligation to
perform at any level other than what each deems reasonable.  The
Company shall retain control of the Offering and shall have the right to
determine (a) whether to accept and close the sale of the Securities to a
specific Investor, (b) whether to close or terminate the Offering, and (c) the
content of the Offering Materials.
  2.
              Fees.In return
      for Loofbourrow's and ESI's services in the placement of Securities, the
      Company will pay Loofbourrow and/or ESI a cash fee equal to 10% of the
      gross proceeds (the "Financing Fee") of any Securities placed by
      Loofbourrow or ESI.  Any Financing Fees payable to Loofbourrow
      and ESI will be due at the closing date of the Offering and shall be
      payable to Loofbourrow and ESI by the Company.  Loofbourrow and
      ESI shall not be entitled to receive the reimbursement of any expenses
      from the Company.  It is anticipated that ESI will purchase for
      its own account 600,000 shares for $3,000,000.  ESI has the
      option to syndicate all or part of its $3,000,000 investment to
      third-party QIBs.  The Financing Fee associated with the sale of
      shares up to $3,000,000 to ESI shall be payable to
      Loofbourrow.  Financing Fees for all remaining Shares sold in
      the Offering will be split 70% to Loofbourrow and 30% to ESI for sales of
      shares of $3,000,001 to $4,000,000, and 100% to ESI for the sales of the
      remaining shares up to the maximum offering of
  $10,000,000.
  3.
              Term.  Unless
      extended or earlier terminated by mutual agreement in writing of the
      parties, the term of this Agreement shall commence January 15, 2009 and
      terminate on the earliest to occur of:  (i) ten (10) calendar
      days after written notice given to the Company by Loofbourrow or ESI of a
      potential Investor purchasing at least 600,000 Shares that will close on
      the purchase of Shares within five (5) calendar days of the date of such
      written notice; (ii) twenty-eight (28) calendar days from January 15,
      2009; or (iii) the date of closing and funding by any Investor of a
      Subscription Agreement for a minimum of 600,000 Shares (the
      "Term").  The parties may extend the Term by mutual
      agreement.  Upon any termination or expiration of this
      Agreement, neither the Company, a potential Loofbourrow or potential ESI
      Investor, shall have any obligation or liability to any other party under
      this Agreement.  For a period of twenty-eight (28) calendar days
      from January 15, 2009 ("Period"), Loofbourrow and ESI shall have the
      exclusive right on behalf of the Company to solicit prospective Investors
      who are QIBs and/or accredited investors regarding the possible sale to
      such Investors of shares.  During the Period, Loofbourrow and
      ESI shall not have the right to conduct any other discussions on behalf of
      the Company regarding any matter other than the sale of the Shares to the
      prospective Investors.  For purposes of clarification, the
      Company during the Period shall deal exclusively with Loofbourrow and ESI
      concerning the sale of the shares and discontinue any discussions with
      respect to any previously received third party proposals with respect to
      the sale of such shares.  If this exclusivity provision is
      breached, in addition to any other compensation for damages, Loofbourrow
      and ESI and/or its shareholders, jointly and severally, shall promptly
      upon demand pay to the Company an amount equal to all expenses incurred by
      the Company in connection with the Offering, including the expenses of the
      Company's agents, advisors, bankers, attorneys, accountants and the other
      representatives.
  
 
 For a
period up to one year from the termination of this Agreement and if Loofbourrow
and ESI enters into a selling group of any subsequent securities offerings of
the Company, then Loofbourrow and ESI shall receive additional financing fees
("Additional Fees") if the Company sells securities to those Investors
previously introduced by Loofbourrow and ESI ("Protected
Investors").  Prior to the termination date, Loofbourrow and ESI will
furnish the Company with a written list of the Protected
Investors.  The Additional Fees will be equal to any underwriting or
placement fees that are listed in any future offering circular or
prospectus.
  4.
              Company
      Information.  The Company
      will furnish Loofbourrow and ESI such information concerning the Company
      as Loofbourrow and ESI reasonable determine to be appropriate with respect
      to the Offering ("Information").  The Company shall afford
      Loofbourrow and ESI and their counsel and representatives full and
      complete access to its books and records and will use commercially
      reasonable efforts to afford Loofbourrow and ESI with full and complete
      cooperation of management to gather the Information on a reasonable
      basis.  The Company recognizes and confirms that Loofbourrow and
      ESI (a) will use and rely on the Information in performing the services
      contemplated by this Agreement, without independently verifying the
      accuracy and completeness of the same, (b) does not assume responsibility
      for the accuracy or completeness of the Information, and (c) will not make
      an appraisal of any assets or liability of the
  Company.
  The
Company hereby represents to Loofbourrow and ESI that all solicitation materials
prepared by the Company and used in connection with the Offering, including,
without limitation, the Confidential Private Placement Memorandum (the "Offering
Materials") will not, as of the date of any offer or sale in connection with the
Offering, contain any untrue statement of a material fact or omit a material
fact necessary to make the statements contained therein, not misleading, in
light of the circumstances under which they were made.  If at any time
an event occurs as a result of which the Offering Materials, as then amended or
supplemented, would include an untrue statement of a material fact or omit to
state any material fact necessary to make the statements therein, in light of
the circumstances under which they were made when such Offering Materials are
delivered to a prospective purchaser pursuant hereto, not misleading, the
Company will promptly notify Loofbourrow and ESI to suspend solicitation of
prospective purchasers in connection with the Offering; and if the Company
decides to amend or supplement the Offering Materials, it will promptly advise
Loofbourrow and ESI by telephone (with confirmation in writing) and will
promptly prepare an amendment or supplement that will correct such statement or
omission.
  Loofbourrow
and ESI will not violate, or cause the Company to violate, any applicable
federal and state securities laws in connection with the Offering.
 
 
  5.
                Confidentiality.In
      connection with this engagement, it is contemplated that Loofbourrow and
      ESI will receive from the Company certain information (including certain
      business planning, investment, product, marketing, technical, financial,
      and other information and materials) the Company considers
      confidential.  Loofbourrow and ESI shall use this confidential
      information solely for the purpose of providing services to the Company
      and will not disclose to any party (other than Loofbourrow's and ESI's
      officers, directors, employees, affiliates, and counsel who have a need to
      know such information, herein “Representatives”) any such confidential
      information, except with the prior written approval of the Company;
      provided, however, that the foregoing restrictions shall not apply to any
      information that: (a) is included in the Offering Materials and disclosed
      pursuant to the distribution of the Offering Materials as permitted by the
      Company, (b) the Company consents to having disclosed in connection with
      the Offering, (c) is publicly available when provided or thereafter
      becomes publicly available other than through disclosure by Loofbourrow or
      ESI or their Representatives, or (d) is required to be disclosed by
      Loofbourrow and/or ESI by judicial or administrative process in connection
      with any action, suit, proceeding, or investigation; and provided,
      further, however, that Loofbourrow and ESI shall give the Company notice
      of any such requirement immediately upon the becoming aware of same and
      shall not disclose such information except only to the extent required
      after the maximum time permitted.  Information shall be deemed
      “publicly available” if it becomes a matter of public knowledge or is
      contained in materials available to the public or is obtained by
      Loofbourrow and ESI from any source other than the Company or its
      representatives, provided that such source was not to Loofbourrow's or
      ESI's actual knowledge subject to a confidentiality agreement with the
      Company.  Loofbourrow and ESI will take reasonable steps to
      assure that the Offering Materials are not distributed to any persons not
      permitted to receive them pursuant to the terms
      hereof.  Loofbourrow and ESI will not provide any confidential
      information to prospective Investors or any other third party without the
      express written consent of the Company unless the prospective Investor has
      executed a confidentiality agreement acceptable to the
      Company.
 6.
              Representations
      and Warranties of Loofbourrow and ESI.  Each of
      Loofbourrow and ESI represents and warrants to the Company as
      follows:  (a) it is a licensed broker-dealer registered with the
      SEC and  FINRA; (b) there are no judgments, orders, decrees, or
      like actions, or any proceedings pending, before the SEC, FINRA, any
      State, or any court or arbitration panel that prohibit or effect it from
      carrying out its obligations under this Agreement; and (c) this Agreement
      has been duly authorized and approved by it, does not contravene its
      organizational documents or any agreement or order to which it is a party,
      and is a legal and valid obligation binding on
  it.
  7.
              Indemnification.  The Company
      acknowledges that Loofbourrow and ESI will be acting on behalf of the
      Company and will require indemnification by the Company.  The
      Company further acknowledges that Loofbourrow's and ESI's indemnification
      provisions attached hereto as Exhibit A are
      incorporated by reference herein or are made a part hereof for all
      purposes as though set forth entirely
herein.
 
 
  8.
              Miscellaneous.  The
      Offering will be completed in accordance with Rule 506 under Regulation D
      under the Securities Act and all applicable state or other jurisdictional
      securities laws (i.e. "blue sky" laws).  All prospective
      Investors will be persons who qualify as QIBs and/or accredited investors
      under all applicable federal and state securities laws and who execute a
      Subscription Agreement.
  The
Company shall have the right to identify Investors with which it has
affiliations who would be suitable QIBs and/or accredited investors for the
Offering ("Company-Introduced Investors"). In the event that the Company decides
that these Investors are suitable for the Offering and these Investors purchase
Securities in the Offering, no fees shall be due to Loofbourrow and/or ESI
respecting Securities purchased by Company-Introduced Investors pursuant to
Section 2 above.
  The
Company agrees that, following the closing of the Offering, Loofbourrow and ESI
shall have the right to place advertisements in financial and other newspapers
and journals at their own expense describing its services to the Company
hereunder, provided that Loofbourrow and ESI will submit a copy of any such
advertisement to the Company for its approval, which approval shall not be
unreasonably withheld or delayed, and that such action is not in violation of
Rule 506 under Regulation D or other federal and state securities
laws.
  The
parties agree that their relationship under this Agreement is an advisory
relationship only, and nothing herein shall cause Loofbourrow and/or ESI to be
partners, agents or fiduciaries of, or joint venture partners with, the Company
or with each other.
  This
Agreement replaces in its entirety the Term Sheet the parties executed on
January 15, 2009.
  This
Agreement may not be amended or modified except in writing and shall be governed
by, and construed in accordance with the laws of the State of New
York.
  
 
 If this
Agreement reflects our mutual understanding, please execute two copies in the
space indicated below and return one to us.
   Very
truly yours,
 
 JOHN
W. LOOFBOURROW ASSOCIATES, INC.
 
 
 /s/ John
W. Loofbourrow
 _____________________________
 John W.
Loofbourrow
 President
 
 
 EQUITYSMITH,
INC.
 
 
 /s/ Hugo
A. Delgado, Jr.
 _____________________________
 Hugo
A. Delgado, Jr.
 President
 
 
 Accepted
and agreed to as of January 16, 2009:
 
 BLACKHAWK
CAPITAL GROUP BDC, INC.
 
 
 /s/ Craig
A. Zabala
 ____________________________________
 Dr.
Craig A Zabala
 Chairman
of the Board, President & Chief Executive Officer
 
 
  Exhibit
A
  Indemnification
  Blackhawk
Capital Group BDC, Inc., a Delaware corporation (the "Company") agrees to
indemnify and hold harmless Loofbourrow Inc. ("Loofbourrow") and EquitySmith,
Inc. ("ESI"), together with their affiliates, directors, officers, agents, and
employees (Loofbourrow, ESI and each such entity or person, an "Indemnified
Person"), from and against any and all losses, claims, damages, judgments, and
liabilities, expenses, or costs (and all actions in respect thereof and any
legal or other expenses in giving testimony or furnishing documents in response
to a subpoena or otherwise), including the cost of investigating, preparing for,
or defending any such action or claim, whether or not in connection with
litigation in which an Indemnified Person is a party, as and when incurred,
directly or indirectly caused by, relating to, based upon, or arising out of
Loofbourrow's or ESI's performance of its engagement by the Company under the
letter agreement dated as of January 16, 2009, as it may be amended from time to
time (the "Agreement"), or otherwise arising out of or in connection with advice
or services provided or to be provided by Indemnified Persons pursuant to the
Agreement, the transactions contemplated thereby, or any Indemnified Person’s
actions or inactions in connection with any such advice, services, or
transactions, including any indemnified person's sole or contributory
negligence, if such activities were performed (i) in good faith and (ii) in such
manner reasonably believed by such Indemnified Person to be within the scope of
the authority conferred by the Agreement or by law and to be on behalf of the
Company or in furtherance of the performance of Loofbourrow's or ESI's services
under the Agreement; provided, however, such indemnity agreement shall not apply
to any such loss, claim, damage, liability, or cost incurred by any Indemnified
Person to the extent it is found in a final judgment by a court of competent
jurisdiction (not subject to further appeal) to have resulted primarily and
directly from the gross negligence or willful misconduct or bad faith of such
Indemnified Person.  The Company also agrees that no Indemnified
Person shall have any liability (whether direct or indirect, in contract or tort
or otherwise) to the Company for or in connection with the any advice or
services provided by any Indemnified Persons in connection with the Agreement,
the transactions contemplated by the Agreement, or any Indemnified Persons’
actions or inactions in connection with any such advice, services, or
transactions except for any such liability for losses, claims, damages,
liabilities, or costs found in a final judgment by a court of competent
jurisdiction (not subject to further appeal) to have resulted primarily and
directly from such Indemnified Person’s gross negligence or willful misconduct
or bad faith in connection with such advice, actions, inactions, or
services.
 
 These
Indemnification Provisions shall be in addition to any liability that the
Company may otherwise have to any Indemnified Person and shall extend to the
following: Loofbourrow, ESI, their affiliated entities, directors, officers,
employees, agents, legal counsel and controlling persons of Loofbourrow and ESI
within the meaning of the federal securities laws, and the respective
successors, assigns, heirs, beneficiaries, and legal representatives of each of
the foregoing indemnified persons or entities.  All references to
Loofbourrow, ESI or Indemnified Persons in these Indemnification Provisions
shall be understood to include any and all of the foregoing indemnified persons
or entities.
  
 
 If any
action, proceeding, or investigation is commenced, as to which an Indemnified
Person proposes to demand such indemnification, it will notify the Company with
reasonable promptness; provided, however, that any failure by an Indemnified
Person to notify the Company will not relieve the Company from itsobligations
hereunder except if and only to the extent that the Company’s defense of such
action, proceeding or investigation is actually prejudiced by the Indemnified
Person’s failure so to notify the Company.  Loofbourrow and ESI will
have the right to retain counsel of their own choice to represent them; however,
such firm shall be acceptable to the Company, which acceptance shall not be
unreasonably withheld, and unless the Company assumes Loofbourrow's and/or ESI's
defense as provided below, the Company will pay the reasonable fees and expenses
of such counsel, and such counsel shall to the fullest extent consistent with
its professional responsibilities cooperate with the Company and any counsel
designated by it.  The Company will be entitled to participate at its
own expense in the defense, or if it so elects, to assume and control the
defense of any action, proceeding, or investigation, but if the Company elects
to assume the defense, such defense shall be conducted by counsel reasonably
acceptable to Loofbourrow and ESI.  Any Indemnified Person may retain
additional counsel of its own choice to represent it but shall bear the fees and
expenses of such counsel unless the Company shall have specifically authorized
the retaining of such counsel.  The Company will not be liable for any
settlement of any claim against an Indemnified Person made without its written
consent.
 
 In order
to provide for just and equitable contribution, if a claim for indemnification
pursuant to these Indemnification Provisions is made but it is found in a final
judgment by a court of competent jurisdiction (not subject to further appeal)
that such indemnification may not be enforced in such case, even though the
express provisions hereof provide for indemnification in such case, then the
Company, on the one hand, and any Indemnified Person, on the other hand, shall
contribute to the losses, claims, damages, liabilities, or costs to which the
Indemnified Persons may be subject in accordance with the relative benefits
received by the Company, on the one hand, and Loofbourrow and ESI, on the other
hand, and also the relative fault of the Company, on the one hand, and
Loofbourrow and ESI, on the other hand, in connection with the statements, acts
or omissions that resulted in such losses, claims, damages, liabilities, or
costs, and the relevant equitable considerations shall also be
considered.  No person found liable for a fraudulent misrepresentation
shall be entitled to contribution from any person who is not also found liable
for such misrepresentation.  Notwithstanding the foregoing, neither
Loofbourrow nor ESI shall be obligated to contribute any amount hereunder that
exceeds the amount of fees received by Loofbourrow or ESI pursuant to the
Agreement.
 
 The
liability of the Company under the indemnification provisions set forth in this
Exhibit A shall be
limited to $25,000.
  
 
 Neither
termination nor completion of the engagement of Loofbourrow or ESI or any
Indemnified Person under the Agreement shall affect the provisions of these
Indemnification Provisions, which shall then remain operative and in full force
and effect for one year.
 
 If any
provision contained in this Exhibit A is held by a court
of competent jurisdiction or other authority to be invalid, void, unenforceable,
or against its regulatory policy, the remainder of the provisions contained in
this Exhibit A shall
remain in full force and effect and shall in no way be affected, impaired, or
invalidated.  These Indemnification Provisions may not be amended or
modified in any way, except by subsequent agreement executed in
writing.