Exhibit
10.1

      


      AMENDMENT
NO. 2 TO

      INVESTMENT
ADVISORY MANAGEMENT AGREEMENT

      BETWEEN

      BLACKHAWK
CAPITAL GROUP BDC, INC.

      AND

      BARAK
ASSET MANAGEMENT, LLC

      


      Amendment
No. 2 dated November 12, 2009 ("Amendment") to Investment Advisory Management
Agreement dated October 31, 2006, by and between BLACKHAWK CAPITAL GROUP BDC,
INC., a Delaware corporation (the "Corporation"), and BARAK ASSET MANAGEMENT,
LLC, a Delaware limited liability corporation (the "Investment Manager" or
"Adviser").

       

      WHEREAS,
the Corporation is a business development company ("BDC") regulated under the
Investment Company Act of 1940, as amended (the "Investment Company
Act");

       

      WHEREAS,
the Adviser is an investment adviser registered under the Investment Advisers
Act of 1940, as amended (the "Advisers Act");

       

      WHEREAS,
on October 31, 2006 the Corporation and Adviser entered into the Investment
Advisory Management Agreement ("Original Advisory Agreement");

       

      WHEREAS,
on October 31, 2007 the Corporation and Adviser extended the Original Advisory
Agreement for one year to October 31, 2008;

       

      WHEREAS,
on October 31, 2008, the Corporation and Adviser extended the Original Advisory
Agreement to October 31, 2009; and

       

      WHEREAS,
the Corporation and Adviser wish to amend the Original Advisory Agreement to (i)
extend the term of the Original Advisory Agreement one year until October 31,
2010, and (ii) revise Exhibit 1 ("Investment Advisory Fee Schedule") to the
Original Advisory Agreement to provide a revised fee schedule.

       

      NOW,
THEREFORE, in the consideration of the premises and for other good and valuable
consideration, the parties hereby agree as follows:

       

      1.           Extension of Term of
Original Advisory Agreement.  Section 10 of the Original
Advisory Agreement is amended by adding the following sentence at the end of the
first paragraph of Section 10:  "The term of this Agreement is
extended until October 31, 2010."

       

      2.           Amendment to Exhibit 1 —
Investment Advisory Fee Schedule.  Exhibit 1 — Investment
Advisory Fee Schedule shall be amended by deleting the current Exhibit 1 and
replacing it with the Exhibit 1 attached hereto.

       

      Except as amended by this Agreement,
all of the provisions of the Original Advisory Agreement shall remain in full
force and effect.


      
        
           


        

        
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      IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed on the date above
written.

       

      
        
          	
                  BLACKHAWK
      CAPITAL GROUP BDC, INC.

                
	 
      	 
      
	
                  By:

                	
                  /s/ Craig A. Zabala

                
	 
      	
                  Name:
      Dr. Craig A. Zabala

                
	 
      	
                  Title:  
      President and Chief Executive Officer

                
	 
      	 
      
	
                  BARAK
      ASSET MANAGEMENT, LLC

                
	 
      	 
      
	
                  By:

                	
                  /s/ Sharon D. Highland

                
	 
      	
                  Name:
      Sharon D. Highland

                
	 
      	
                  Title:  
      President

                


        

      


      
        
           


        

        
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      Amended
Fee Schedule November 2009

      


      EXHIBIT
1

       

      INVESTMENT
ADVISORY FEE SCHEDULE

       

      INVESTMENT ADVISORY
FEES:

       

        Investment
Manager shall receive fees calculated based upon the average cash value of
assets at the end of each quarter including the value of any withdrawals from
the assets made during that quarter:

       

      (1)           Equities
including common stocks, convertible preferred and convertible
bonds:

      


      0.625% on
assets equal to $250,000 to $500,000

      0.5625%
on assets equal to $500,001 to $2,500,000

      0.50% on
assets equal to $2,500,001 to $5,500,000

      0.45% on
assets equal to $5,500,001 to $8,500,000

      0.375% on
assets equal to $8,500,001 to $11,500,000

      0.25% on
assets equal to or greater than $11,500,001

      


      (2)           Fixed
Income or Bonds including taxable or tax-exempt (municipal bonds):

      


      0.50% on
assets equal to $500,000 to $2,000,000

      0.40% on
assets equal to $2,000,001 to $5,000,000

      0.30% on
assets equal to $5,000,001 to $15,000,000

      0.20% on
assets greater than or equal to $15,000,001

      


      (3)           Advisory
Fees or Non-Public Companies

      


      0.875% on
assets equal to $250,000 to $2,500,000

      0.75% on
assets equal to $2,500,001 to 5,000,000

      0.625% on
assets equal to $5,000,001 to $15,000,000

      0.5625%
on assets equal to $15,000,001 to $30,500,000

      0.50% on
assets equal to $30,500,001 to $75,000,000

      0.375% on
assets equal to or greater than $75,000,001

      


      Aggregate
Fees for assets under management equal to $150 million (as described in 1-3
above) will be no more than 0.50% annualized or 0.125% quarterly.

       

      Any fees
and expenses charged by any fund pursuant to their prospectuses are in addition
to Investment Manager's investment advisory fee and shall be treated as an
expense against the value of assets in the calculation of the Investment
Manager’s fee.  Brokerage commissions and bond mark-ups, as charged by
the broker-dealer, are included in the price of the transactions and are in
addition to investment advisory fees.

       

      If any of
the above listed securities do not trade on any exchange, NASD, OTC Bulletin
Board or Pink Sheets, the following shall apply as to how to value such
securities:  Investments will be valued at cost based and the Advisory
Fee Schedule for Non-Public Companies above will apply.

       


      
        
           


        

        
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      PAYMENT OF
FEES:

       

      Investment
Advisory Fees shall be billed and payable quarterly (or a prorated period, when
applicable).

       

      Fee
amounts shall be debited from the Corporation's account on the date on which the
Investment Manager dispatches a Quarterly Statement setting forth the basis for
these charges.

       

      Upon
termination and liquidation the Investment Manager shall calculate the fee based
upon the cash value of assets realized and the fee earned will be prorated based
on the time elapsed since the prior quarterly fee payment through that
liquidation of the accounts is complete or the accounts or assets are
transferred to the Corporation's control or to another manager.

       

      This fee
schedule was amended November 2009 and supersedes any previous fee
schedules.


      
        
           


        

        
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