Exhibit
      10.1

     

     

    INVESTMENT
      ADVISORY AGREEMENT

     

    THIS
      INVESTMENT
      ADVISORY AGREEMENT ("Agreement")
      made this 1st day of March, 2007, by and between Renaissance
      Capital Growth & Income Fund III, Inc., a
      Texas
      corporation (the "Fund"), and RENN
      Capital Group, Inc., a
      Texas
      corporation (the "Adviser"):

    


    WHEREAS,
      the
      Fund operates as a business development company (a “BDC”) under the Investment
Company
      Act of 1940, as amended (the“Act"),
      and
      engages in the business of making investments consistent with its operation
      as a
      BDC;

    


    WHEREAS,
      the
      Adviser is engaged in the business of rendering investment advisory, management
      and administrative services with respect to investments of the type made by
      the
      Fund; and

    


    WHEREAS,
      the
      Fund deems it advisable to retain the Adviser to render certain investment
      advisory, management and administrative services to the Fund, and the Adviser
      desires to provide such services to the
      Fund, on
      the terms and conditions hereinafter set forth;

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual agreements contained herein, the
      Fund and the Adviser hereby agree as follows:

    


    1. Engagement.
      Commencing
      on the date hereof, the Fund engages and retains the Adviser to provide, or
      to
      make arrangements with suitable third parties to provide, the investment
      advisory, management and administrative services described below, subject to
      the
      supervision of the Board of Directors of the Fund (collectively, the “Board” and
      each member, a “Director”), for the period and on the terms and conditions set
      forth in this Agreement. The Adviser hereby accepts such engagement and agrees,
      during the terms of this Agreement, at its own expense (except as otherwise
      provided herein), to provide, or to make satisfactory arrangements for the
      provision of, such services and to assume the obligations herein set forth
      for
      the compensation provided herein.

     

    2. Term.
      Subject
      to the provisions of Section 13 hereof, the initial term of this Agreement
      will
      be for the period commencing on the date of this Agreement and expiring two
      years from said date. Thereafter, this Agreement shall automatically be extended
      for successive one-year terms until terminated by either party hereto in
      accordance with the provisions of Section 13.

     

    3. Provision
      of Investment Advisory Services.
      The
      Adviser shall, within a reasonable period of time after any request by the
      Fund,
      provide the Fund with such investment research and advice as the Fund may
      request with respect to any existing or proposed investment that is consistent
      with the investment objective and policies of the Fund as set forth in the
      Fund's most recent prospectus as filed with the Securities and Exchange
      Commission or in such other, more recent document as may properly set forth
      such
      information. The Adviser agrees to comply with all provisions of the Act and
      all
      rules and regulations promulgated thereunder in providing the services to the
      Fund described herein. The Adviser's investment services shall include
      identifying, evaluating, structuring, acquiring, monitoring, holding, managing
      and arranging for the disposition of investments for the Fund.

     

    4. Provision
      of Management and Administrative Services.
      The
      Adviser shall provide, or arrange for suitable third parties to provide, any
      and
      all management and administrative services reasonably necessary for the
      operation
      of the
      Fund and the conduct of its business. Such management and administrative
      services shall include,
      but not
      be limited to, the following:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    a. Providing
      the Fund with such office space, equipment, facilities and certain supplies,
      and
      the services of such clerical and other personnel of the Adviser, as may be
      necessary or required for the reasonable conduct of the business of the
      Fund:

     

    b. Keeping
      and maintaining the books and records of the Fund and handling communications
      and correspondence with shareholders of the Fund:

     

    c. Preparing
      such accounting, management and other reports and documents as may be necessary
      or appropriate for the reasonable conduct of the business of the
      Fund;

     

    d. Making
      such arrangements and handling such communications with accountants, attorneys,
      banks, transfer agents, custodians, underwriters, insurance companies,
      depositories and other persons as may from time to time be requested by the
      Fund
      or may be reasonably necessary to perform any of the other services to be
      rendered by the Adviser under this Agreement;

     

    e. Providing
      such other managerial and administrative services as may be reasonably requested
      by the Fund to identify, evaluate, structure, monitor, acquire and dispose
      of
      Fund investments;

     

    f. Providing
      such other advice and recommendations with respect to the business and affairs
      of the Fund as the Adviser shall deem to be desirable or appropriate;
      and

     

    g. Providing,
      as may be appropriate or necessary, from time to time, a director designee
      or
      advisory director
      to the Fund’s portfolio companies and making arrangements for the provision, at
      such costs as are reasonable
      and
      appropriate and for the benefit of the Fund, of such other management assistance
      to portfolio companies as may be appropriate or necessary pursuant to the
      applicable requirements of the Act.

     

    5. Supervision.
      The
      performance by the Adviser of its duties and obligations hereunder shall be
      subject to the control and supervision of the Board, including those Directors
      who are not “interested persons” of the Fund within the meaning of Section
      2(a)(19) of the Act (the “Disinterested Directors”). The Adviser's determination
      of what services are necessary or required for the operation or to reasonably
      conduct the business of the Fund shall be subject to review by the Board and
      such Disinterested Directors. The Adviser shall provide such periodic reports
      to
      the Fund of the performance of its obligations hereunder as may be requested
      by
      the Board. The Adviser and its affiliates shall, for all purposes herein
      described, be deemed to be an independent contractor and shall, unless otherwise
      expressly provided or authorized, have no authority to act for or represent
      the
      Fund in any way or otherwise be deemed an agent of the Fund.

     

    6. Allocation
      of Costs and Expenses.

     

    a. Costs
      and Expenses of the Adviser.
      Except
      as set forth below, the Adviser shall bear the costs and expenses incurred
      or
      paid by the Adviser in providing the services to the Fund under Section 3 hereof
      that are not directly allocable and identifiable to the Fund or its business
      or
      its investments or proposed investments. Included in such costs to be borne
      by
      the Adviser are the cost of office space, equipment and certain supplies
      utilized by the Fund's personnel and all wages, salaries and benefits of the
      Adviser's staff and personnel (except for (i) consultants retained by the
      Adviser or the Fund with respect to proposed or actual investments and (ii)
      persons responsible for the Fund’s compliance with applicable laws and
      regulations). Notwithstanding the foregoing, the Adviser shall not be
      responsible for the cost of services provided by any custodian, transfer agent,
      accountant or counsel required by the Fund.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    b. Expenses
      of the Fund.
      Except
      as provided in Section 6(a) above, the Fund shall bear (and shall reimburse
      the
      Adviser for) all costs and expenses directly allocable and identifiable to
      the
      Fund or its business or its investments,
      including, but not limited to, all out-of-pocket expenses with respect to
      proposed or actual investments
      or
      dispositions thereof, expenses of registering securities under federal and
      state
      securities laws, costs of printing proxies and other expenses related to
      meetings of shareholders, calculating the Fund’s net asset value (including the
      cost and expenses of any independent valuation firm), litigation expenses,
      costs
      of third party evaluations or appraisals of the Fund (or its assets) or its
      proposed or actual investments, the Fund’s fidelity bond, directors and
      officers/errors and omissions liability insurance, and any other insurance
      premiums, fees for Disinterested Directors, fees of legal counsel and other
      legal fees, fees of independent public accountants, Director fees, expenses
      of
      printing or distributing reports to shareholders and regulatory bodies, federal,
      state and local taxes, and any other costs and expenses directly allocable
      and
      identifiable to the Fund or its business or investments.

    


    7. Compensation
      of the Adviser.
      The Fund
      agrees to pay, and the Adviser agrees to accept, as compensation for the
      services provided by the Adviser hereunder, a Base Management Fee (“Base
      Management Fee”) and an Incentive Fee (“Incentive Fee”) as set forth below. The
      Base Management Fee shall be calculated on a quarterly basis. The Base
      Management Fee for each fourth quarter shall be calculated net of any Incentive
      Fee payable as of the end of the calendar year ended with that quarter. The
      Fund
      shall make any payments due hereunder to the Adviser or to the Adviser’s
      designee as the Adviser may otherwise direct.

     

    a. Base
      Management Fee.
      The
      Base Management Fee shall be calculated at an annual rate of 1.75 percent
      (0.4375 on a quarterly basis) of the Fund’s Net Assets. The Base Management Fee
      will be payable in arrears, based on the Net Assets of the Fund at the end
      of
      each calendar quarter. Such payment shall be payable to the Adviser no later
      than the day after which filings with the Securities and Exchange Commission
      are
      required to be made by the Fund for such calendar quarter. If this agreement
      is
      terminated prior to the end of a quarter of a calendar quarter, then the Base
      Management Fee shall be appropriately pro rated. For this purpose, “Net Assets”
shall mean the gross assets of the Fund, less any outstanding liabilities,
      as
      determined consistent with generally accepted accounting principals then in
      affect. 

     

    b. Incentive
      Fee.
      The
      Incentive Fee will be calculated and payable in arrears as of the end of each
      calendar year (or upon termination of this Agreement as set forth below), and
      will equal 20 percent of the Fund’s realized capital gains for the calendar
      year, if any, computed net of all realized capital losses and unrealized capital
      depreciation at the end of the calendar year. The effect of the use of this
      method to calculate the Incentive Fee is that each year, the cumulative
      performance of the Fund since its inception will provide the basis for the
      calculation of the Incentive Fee. In the event that this Agreement shall
      terminate as of a date that is not a calendar year end, the termination date
      shall be treated as though it were a calendar year end for purposes of
      calculating and paying the Incentive Fee. 

     

    8. Covenants
      of the Adviser.
      The
      Adviser covenants that it is registered as an investment adviser under the
      Investment Advisers Act of 1940, as amended. The Adviser agrees that its
      activities will at all times be in compliance in all material respects with
      all
      applicable federal and state laws governing its operations and
      investments.

     

    9. Covenants
      of the Fund.
      The Fund
      covenants that it has elected to be regulated as a BDC pursuant to Section
      54(a)
      of the Act. The Fund agrees that, for the duration of this Agreement, it will
      not have outstanding any option, warrant or right issued pursuant to Section
      61(a)(3)(B) of the Act and will not have in place any profit-sharing plan as
      described in Section 57(n) of the Act.

     

    10. Liability
      of the Adviser.
      The
      Adviser, its officers, directors, employees, agents and affiliates
      (collectively, "Affiliates") shall not be liable to the Fund, or any shareholder
      of the Fund, for any error of judgment or mistake of law or any loss or damage
      with respect to any investment of the Fund or arising from any act or omission
      of the Adviser or any of its Affiliates in the performance of its obligations
      hereunder, unless such loss or damage is the result of bad faith, negligence,
      misconduct or any breach of fiduciary duty, disregard of any duties or
      obligations owed to the Fund by the Adviser or such Affiliates by reason of
      this
      Agreement or any relation created hereby.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    11. Indemnification
      of the Adviser.
      The
      Fund
      shall indemnify and hold harmless, to the extent permitted by law, the Adviser
      and any of its Affiliates, who was or is a party or is threatened to be made
      a
      party to any threatened, pending or completed action, suit or proceeding whether
      civil, criminal, administrative or investigative (including any action by or
      in
      the right of the Fund), by reason of any acts or omissions or alleged acts
      or
      omissions arising out of the activities of such person, if such activities
      were
      performed in good faith either on behalf of the Fund or in furtherance of the
      interest of the Fund, and in a manner reasonably believed by such person to
      be
      within the scope of the authority conferred by this Agreement or by law against
      losses, damages or expenses for which such person has not otherwise been
      reimbursed (including, but not limited to, accountants' and attorneys' fees,
      judgments, fines and amounts paid in settlement) actually and reasonably
      incurred by such person in connection with such action, suit or proceeding,
      so
      long as such person was not guilty of willful misfeasance, bad faith, gross
      negligence, or reckless disregard in the performance of his obligations and
      duties under such contract, and, with respect to any criminal action or
      proceedings, had no reasonable cause to believe his conduct was unlawful. The
      satisfaction of any indemnification and any holding harmless hereunder shall
      be
      from and limited to Fund assets. Notwithstanding the foregoing, absent a court
      determination that the person seeking indemnification was not liable by reason
      of "disabling conduct"
      within
      the meaning of Section 17(h) of the Act, the decision by the Fund to indemnify
      such person shall be based upon the reasonable determination, after review
      of
      the facts, of the non-party Directors of the Fund, or of independent legal
      counsel in a written opinion that such person was not liable by reason of such
      disabling conduct.

     

    12. Obligations
      of the Adviser Not Exclusive.
      The
      obligations of the Adviser to the Fund are not exclusive. The Adviser may,
      in
      its discretion, render the same or similar services to any person or persons
      whose business may be in direct or indirect competition with the business of
      the
      Fund and may be in direct competition with the Fund for particular investments.
      Additionally, it is contemplated that from time to time one or more of
      Affiliates of the Adviser may serve as directors, officers or employees of
      the
      Fund or the portfolio companies of the Fund or otherwise have an interest or
      affiliation with the Fund or such portfolio companies or have the same or
      similar relationships with competitors of the Fund and their portfolio
      companies. Neither the Adviser nor any of its Affiliates shall in any manner
      be
      liable to the Fund solely by reason of the aforementioned activities of the
      Adviser or such Affiliates.

     

    13. Duration
      and Termination.
      This
      Agreement shall become effective as of the first date above written. This
      Agreement shall remain in effect for two years, and thereafter shall continue
      automatically for successive annual periods, provided that such continuance
      is
      specifically approved at least annually by (a) the vote of the Fund’s Board of
      Directors, or by the vote of a majority of the outstanding voting securities
      of
      the Fund and (b) the vote of a majority of the Fund’s Directors who are not
      parties to this Agreement or who are Disinterested Directors of any such party,
      in accordance with the requirements of the Act. This Agreement may be terminated
      at any time, without the payment of any penalty, upon 60 days’ written notice,
      by the vote of a majority of the outstanding voting securities of the Fund,
      or
      by the vote of the Fund’s Directors or by the Adviser. This Agreement will
      automatically terminate in the event of its “assignment” (as such term is
      defined for purposes of Section 15(a)(4) of the Act). Notwithstanding the
      termination or expiration of this Agreement as aforesaid, the Adviser shall
      be
      entitled to any amounts owed under Section 7 through the date of termination
      or
      expiration and Sections 8, 9 and 10 shall continue in force and effect and
      apply
      to the Parties and their representatives as and to the extent
      applicable.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    14. Use
      of Name.
      The
      Adviser reserves the right to grant the use of the names "Renaissance" or
"Renaissance
      Capital" or similar names to another investment company, business development
      company or business enterprise. The Adviser also reserves the right to withdraw
      from the Fund the right to use the name or names "Renaissance" or "Renaissance
      Capital" upon termination of this Agreement or at any other time, provided
      that,
      if the right to withdraw the name or names "Renaissance" or "Renaissance
      Capital" is exercised by the Adviser, the Directors will submit the question
      of
      continuing this Agreement to a vote of the shareholders of the
      Fund.

     

    15. Notices.
      All
      notices, requests, consents and other communications under this Agreement shall
      be in writing and shall be deemed to have been delivered on the date personally
      delivered, as evidenced by an executed receipt, or on the date received if
      mailed, postage prepaid, by certified mail, return receipt requested, or upon
      the date of transmission if telegraphed or faxed and confirmed the same day,
      if
      addressed to the respective parties as follows:

     

    
      	
              If
                to the Fund:

              Renaissance
                Capital Growth & Income Fund III, Inc.

              8080
                North Central Expressway, 

              Suite
                210/ LB 59

              Dallas,
                TX 75206

              Fax
                No: 214/ 891-8291

              ATTN:
                President

            	 	
              If
                to the Adviser:

              RENN
                Capital Group, Inc. 

              8080
                North Central Expressway

              Suite
                210/ LB 59

              Dallas,
                TX 75206

              Fax
                No: 214/891-8106

              ATTN:
                President

            


    

    


    16. Definitions.
      The
      terms
      "assignment" and "majority
      of the outstanding voting securities" shall have the meanings given to them
      by
      Sections 2(a)(4) and 2(a)(42), respectively, of the Act.

     

    17. Assignment.
      This
      Agreement may not be assigned by either party hereto and will automatically
      terminate in the event of its assignment.

     

    18. Amendment.
      This
      Agreement may be amended only by an instrument in writing executed by both
      parties thereto; provided, however, that this Agreement may be amended by the
      parties only if such amendment is approved in conformity with the
      Act.

     

    19. Governing
      Law.
      This
      Agreement shall be construed and enforced in accordance with and governed by
      the
      laws of the State of Texas and the applicable provisions of the
      Act.

     

    20. Prior
      Agreements.
      This
      Agreement supersedes any prior Investment Advisory Agreements between the
      parties hereto.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      and year first above written.