Exhibit
10.2

    


    CONSULTATION
AGREEMENT

    


    This Consultation Agreement
("Agreement") is made by and between Growthink, Incorporated ("Growthink"), a
Delaware corporation, with its principal address at 6033 West Century Blvd. Ste.
150, Los Angeles, CA 90045, and Blackhawk Capital Group BDC, Inc. with its
principal address at 14 Wall Street, Suite ll00B, New York, NY 1005 together
with its principals who execute this agreement (jointly and severally referred
to as "Blackhawk," "Company “or "Fund").

    


    RECITALS

    


    
      	
            	
              A.

            	
              Growthink
      is a market research firm for growth businesses. Growthink assists its
      clients in understanding their target markets, customers, and competition,
      and in positioning their businesses by conducting market research and
      feasibility studies and formulating business
  strategies.

            


    

    
      
        	 	 	 
	
              	
                B.

              	
                Company
      needs assistance in one or more areas within Growthink's domain of
      services.

              


      

    

    


    
      	
            	
              C.

            	
              Company
      has interviewed Growthink and has evaluated Growthink's services and
      capabilities to the Company's satisfaction. Company desires to engage
      Growthink to provide the services set forth in this
    Agreement

            


    

     

    AGREEMENT

    


    In consideration of the fore going
premises, the parties agree as follows:

    


    
      	
               
      

            	
              I.

            	
              Growthink's
      Services. Growthink will provide to Blackhawk research, analysis
      and data related to the business development company(BDC) and hedge funds
      investment arena. This research will include coverage and analysis of
      BDC's and hedge funds of similar form and strategy to Blackhawk, as well
      as data on Blackhawk's targeted investment arenas. Additionally, Growthink
      will work to syndicate its research and analysis reports into coverage
      channels frequented by institutional and individual investors. No research
      or work shall be performed and released by Growthink pursuant to this
      Agreement (a) without the permission of the Company, and (b) during the
      period in which Blackhawk is conducting its private placement offering of
      shares of its common stock pursuant to Rule 506 under the Securities Act
      of 1933, as amended ("Securities
Act").

            


    

    


    
      	
            	
              II.

            	
              Compensation.
      The Company shall pay Growthink $25,000 upon execution of this Agreement,
      and every (60) days thereafter in advance for services until termination
      as described below. Each party to this Agreement may terminate it upon
      seven (7) calendar days advance written notice to the other
      party.

            


    

    


    
      	
            	
              III.

            	
              General Terms and
      Conditions. The general terms and conditions set forth on Appendix
      A are made a part of and incorporated by reference into this
      Agreement.

            


    

    


    [The
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    GROWTHINK

    


    EXECUTION
PAGE

    


    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement, or have caused
this Agreement to be duly executed on their respective behalf by their
respective officers thereunto duly authorized as of as of the dates
below.

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	 	
                                      Growthink:

                                    	 	 
      	 
	 	 
      	 	 
      	 
	 	 
      	 	
                                      Signature:

                                    	
                                      /s/James Turo

                                    	 
	 	 
      	 	
                                      Name:
      James Turo

                                    	 
	 	 
      	 	
                                      Title:
      CEO

                                    	 
	 	 
      	 	
                                      Date:
      08/21/2009

                                    	 
	 	 
      	 	 
      	 
	 	
                                      Blackhawk Capital Group BDC.
      Inc:

                                    	 	 
      	 
	 	 
      	 	 
      	 
	 	 
      	 	
                                      Signature:

                                    	
                                      /s/ Craig A. Zabala

                                    	 
	 	 
      	 	
                                      Name:
      Dr. Craig A. Zabala

                                    	 
	 	 
      	 	
                                      Title:
      President and CEO

                                    	 
	 	 
      	 	
                                      Date:
      08/21/2009

                                    	 


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    Billing
Contact:

    


    Name: Dr.
Craig A. Zabala

    Phone:
212.566.8300

    caz@concorde-us.com

    Email
Address: caz@concorde-us.com

    Fax:  212.566.8320


    
      
         


      

      
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    GROWTHINK

    


    Prefer
Invoices via e-Mail, Mail, or Fax? (Circle One)


    
      
         


      

      
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    GROWTHINK

    


    APPENDIX  A
-GENERAL TERMS AI\ID CONDITIONS

    


    
      	
               
      

            	
              1.

            	
              Term;
      Termination. The term of this Agreement (the "Term") shall
      initially be (60) sixty days and, thereafter, for a total of eight (8)
      months of services, commencing on the date hereof, and shall renew
      automatically thereafter in (60) day increments until terminated in
      writing by either party upon seven (7) calendar days advance written
      notice. Termination of this Agreement shall not affect Sections 4 -7 of
      this Appendix A, each of which shall survive any termination or expiration
      of this Agreement.

            


    

    


    
      	
               
      

            	
              2.

            	
              Change Orders.
      Any modifications to Growthink services as described in Section I will
      require execution of a written change order by both parties to this
      Agreement(a "Change Order"), which shall substantially conform to the
      format of the document attached hereto as Appendix B. Each Change Order
      shall be deemed to be an amendment to and will become part of this
      Agreement.

            


    

    


    
      	
               
      

            	
              3.

            	
              Good Faith
      Cooperation. The Company shall cooperate with Growthink in good
      faith. The Company shall promptly return telephone calls, emails, and
      requests for information, including providing all relevant information in
      the possession of the Company. The Company shall be available for
      teleconferences or in-person conferences with representatives of Growthink
      upon reasonable notice from Growthink. Additionally, the Company shall
      promptly pay invoices when presented and due. Breach of this paragraph by
      Company excuses future Growthink performance but not Company performance,
      including payment of all invoices due, until breach has been
      cured.

            


    

    


    
      	
               
      

            	
              4.

            	
              Non-solicitation.
      Unless otherwise mutually agreed to by the parties in writing, Company
      agrees not to hire, retain or seek to retain any current and/or former
      employee, consultant, agent or other personnel of Growthink during the
      term of this Agreement and for a period of twelve (12)consecutive months
      thereafter.

            


    

    


    
      	
               
      

            	
              5.

            	
              Absence of
      Representations and Warranties. Growthink shall exercise good faith
      and use reasonable business diligence in fulfilling its obligations under
      this Agreement. Growthink makes no representations or warranties regarding
      (i) the information and data which Growthink incorporates into its work
      product since Growthink is dependent on public information and other third
      party in formation in rendering its services; (ii) business strategy;(iii)
      financing of the Company; (iv) success of the Company; or (v) any other
      aspect of the business plan and services rendered under this Agreement.
      The Company is responsible for its own success or failures. EXCEPT AS
      SPECIFICALLY PROVIDED FOR IN SECTION 7(m) BELOW, THERE ARE NO WARRANTIES
      WITH RESPECT TO THE SERVICES OR THE USE OR OPERATION OF THE WORK PRODUCT
      OR DELIVERABLES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, ANY
      IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
      TITLE OR NONINFRINGEMENT.

            


    

    


    
      	
               
      

            	
              6.

            	
              Limitation of
      Liability. NEITHER PARTY SHALL HAVE ANY LIABILITY TO THE OTHER WITH
      RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR GROWTHINK OTHERWISE FOR
      SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF
      THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO
      EVENT SHALL GROWTHINK'S LIABILITY FOR ANY REASON AND UPON ANY CAUSE OF
      ACTION WHATSOEVER EXCEED THE AMOUNTS PAID TO GROWTHINK BY COMPANY UNDER
      THIS AGREEMENT.

            


    


    
      
         


      

      
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              7.

            	
              Miscellaneous.

            


    

    


    
      	
               
      

            	
              a.

            	
              Amendment. This
      Agreement may be amended only by an instrument in writing signed by all
      parties which expressly refers to this Agreement and specifically states
      that it is intended to amend it. Further, this Agreement may not be
      modified by an oral agreement even though supported by new
      consideration.

            


    

    


    
      	
               
      

            	
              b.

            	
              Relationship Between
      the Parties. Agreement does not constitute and shall not be
      construed as constituting a partnership or joint venture among or between
      Growthink, Company or the individual signatories hereto. Except for
      authorized parties signing on behalf of Company: i) no party hereto shall
      have the right to obligate or bind any other party hereto in any manner
      whatsoever; and ii) no party hereto shall be deemed an agent of any other
      party hereto.

            


    

    


    
      	
               
      

            	
              c.

            	
              Work for Hire.
      Except for deliverables that constitute methodologies, techniques or
      concepts that are generic and reusable from client to client and project
      to project, and upon payment of all applicable
      fees   Agreement, Company shall own any copyright rights in
      works of authorship or documents created by Growthink for Company under
      this Agreement. Company and Growthink further agree that all such works of
      authorship and documents are "works for hire", specially ordered and
      commissioned by Company, as supplementary works to materials, documents,
      business models and/or intellectual property owned by
    Company.

            


    

    


    
      	
               
      

            	
              d.

            	
              Residual
      Knowledge. Nothing herein shall be construed to prevent or in any
      way limit Growthink from using general knowledge, skill and expertise
      acquired in the performance of this Agreement in any current or subsequent
      endeavors. Company shall have no interest in such
    endeavors.

            


    

    


    
      	
               
      

            	
              e.

            	
              Waiver of Conflict of Interest.
      Growthink advises many other companies and individuals. Growthink is privy
      to a large number of creative ideas, many of which are protected and/or
      proprietary intellectual property. We are also bound by numerous
      on-disclosure and confidentiality obligations in areas that may be
      similar, or competitive to the Company's business or technology. We take
      reasonable measures to hold all client confidential information in
      confidence. It is possible that during the time we are advising you, some
      of our past, current or future clients will a) have similar types/lines of
      business as yours, b) be in direct and/or indirect competition with you,
      and/or c) have business dealings with you. Growthink services for Company
      are conditioned upon Company acknowledging and waiving all potential
      claims of conflict of interest.

            


    


    
      
         


      

      
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              f.

            	
              Indemnification.
      In further reconsideration of the agreements relating to the
      engagement(the "engagement")contained in our Consultation Agreement dated
      the date hereof, in the event that Growthink or any of its affiliates, the
      respective directors, officers, partners, members, agents or employees of
      Growthink or any of its affiliates, or any other person controlling
      Growthink or any of its affiliates (collectively, "Indemnified Persons")
      becomes involved in any capacity in any action, claim, suit, investigation
      or proceeding, actual or threatened, brought by or against any person, in
      connection with or as a result of the engagement or any matter referred to
      in the engagement, the Company will reimburse such Indemnified Person for
      its reasonable and customary legal and other expenses(including without
      limitation the costs and expenses incurred in connection with
      investigating, preparing for and responding to third party subpoenas or
      enforcing the engagement) incurred in connection therewith as such
      expenses are incurred. The Company will also indemnify and hold harmless
      any Indemnified Person from and against, and the Company agrees that no
      Indemnified Person shall have any liability to the Company or its owners,
      parents, affiliates, security holders or creditors for, any losses,
      claims, damages or liabilities (including actions or proceedings in
      respect thereof) (collectively, "Losses") (A) related to or arising out of
      (i) the Company's actions or failures to act(including statements or
      omissions made or information provided by the Company or its agents) or
      (ii) actions or failures to act by an Indemnified Person with the
      Company's consent or in reliance on the Company's actions or failures to
      act or (B) otherwise related to or arising out of the engagement or
      Growthink's performance thereof, except that this clause(B) shall not
      apply to any Losses that are finally determined by a court or arbitral
      tribunal to have resulted solely from the bad faith or gross negligence of
      such Indemnified Person. If such indemnification is for any reason not
      available or insufficient to hold an Indemnified Person harmless, the
      Company agrees to contribute to the Losses involved in such proportion as
      is appropriate to reflect the relative benefits received(or anticipated to
      be received)by the Company, on the one hand, and by Growthink, on the
      other hand, with respect to the engagement or, if such allocation is
      determined by a court or arbitral tribunal to be unavailable, in such
      proportion as is appropriate to reflect other equitable considerations
      such as the relative fault of the Company on the one hand and of Growthink
      on the other hand; provided ,however, that, to the extent permitted by
      applicable law, the Indemnified Persons shall not be responsible for
      amounts which in the aggregate are in excess of the amount of all fees
      actually received by Growthink from the Company in connection with the
      engagement. Relative benefits to the Company, on the one hand, and
      Growthink, on the other hand, with respect to the engagement shall be
      deemed to be in the same proportion as (i) the total value paid or
      proposed to be paid or received or proposed to be received by the Company
      or its security holders ,as the case may be, pursuant to the
      transaction(s),whether or not consummated, contemplated by the engagement,
      bears to (i) all fees actually received by Growthink in connection with
      the engagement.

            


    

    


    
      	
               
      

            	
              g.

            	
              Entire Agreement and
      Governing Law. This Agreement comprises the entire agreement
      between the parties. This agreement can be executed in counterparts
      delivered by fax and all such faxed counterparts, collectively, shall be
      deemed, for all purposes, to constitute one original executed agreement.
      This Agreement shall be governed by, interpreted under, construed and
      enforced in accordance with the laws of the State of New York, excluding
      conflict of law principles that might cause application of laws of any
      other jurisdiction.

            


    

     

    
      	
               
      

            	
              h.

            	
              Jurisdiction. Venue.
      and Remedies. The Parties consent to the jurisdiction of the
      federal and state courts of the State of New York. The Parties consent to
      venue in New York, New York. The Parties consent to the service of process
      in the same manner as the giving of notices pursuant to this Agreement.
      All legal or equitable proceedings, arbitrations, or hearings initiated by
      the Parties shall be in New York City and no court to tribunal, board,
      panel, or arbitrator shall have jurisdiction over any matter in any other
      location. Either party may exercise all remedies at law or in equity. All
      provisions of this Agreement may be specifically enforced, whether or not
      there is an adequate remedy at law or whether money damages may be
      ascertainable.

            


    


    
      
         


      

      
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              i.

            	
              Attorneys Fees and
      Costs. If any action is brought for the enforcement of the
      provisions of this Agreement ,the successful or prevailing party will be
      entitled to recover its attorneys' fees and costs, as well as all other
      costs that it incurred in connection with the action, in addition o any
      other relief to which the prevailing party may be
  entitled.

            


    

    


    
      	
               
      

            	
              j.

            	
              Company Payment
      Obligations. The Company is responsible for all obligations under
      this Agreement. Billing invoices for fees and expenses will be sent
      monthly or more frequently, and payment is due on receipt. In the absence
      of any written objection to an invoice within 20 days after mailing
      (emailing of invoices is acceptable) the Company will be deemed to have
      accepted and acknowledged the invoice as valid and correct. After 30 days
      following the sending of an invoice, unpaid amounts will accrue interest
      from the date of the invoice until Growthink receives payment at a rate of
      1.75% per month or the highest legally allowed rate, whichever is
      lower.

            


    

    


    
      	
               
      

            	
              k.

            	
              Force Majeure.
      Except for Company's payment obligations under this Agreement, neither
      party shall be liable for delay in performance hereunder due to causes
      beyond its reasonable control, including but not limited to acts of God,
      fires, strikes, acts of war, or intervention by governmental authority.
      Any failure occasioned by the foregoing shall be remedied as soon as
      reasonably possible.

            


    

     

    
      	
               
      

            	
              l.

            	
              Independent Legal
      Counsel. Company acknowledges that it has read and understands this
      Agreement and that it has been afforded sufficient time and reasonable
      opportunity to consult with independent legal counsel on the subject
      matter hereof prior to the execution of this Agreement or that Company
      elects to waive its option to seek such independent legal consultation and
      that this Agreement is executed voluntarily and without duress or any
      undue influence on the part of Growthink or any other person, firm or
      entity.

            


    

    


    
      	
               
      

            	
              m.

            	
              Execution. Each party to this
      Agreement represents and warrants to the other party that the execution of
      this Agreement and the performance of such party's obligations hereunder
      have been duly authorized and that this Agreement is a valid and legal
      agreement binding on such party and enforceable in accordance with its
      terms.

            


    

    


    
      	
               
      

            	
              n.

            	
              Release of Research and Reports.
      No researcher report may be released by Growthink without the consent of
      Blackhawk and review by its legal
counsel.

            


    


    
      
         


      

      
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    APPENDIX B -CHANGE
ORDER

    


    Change
Order No.________ to Agreement

    Growthink
or Client shall complete Question 1. Growthink shall complete the remainder of
the Change Order, except for the approval/rejection portion, which shall be
completed by Client in its sole discretion. Each section may be as long or short
as the circumstances require.

    


    Additional
pages may be attached as necessary.

    


    
      	
               
      

            	
              1.

            	
              Describe
      changes, modifications, or additions to the
  Services:

            


    

    


    These
modifications were requested by:
_______Growthink      ______Client

    


    
      	
               
      

            	
              2.

            	
              Modifications,
      clarifications or supplements by Growthink or Client to description of
      desired changes or additions requested in Section I above, if
      any.

            


    

    


    
      	
               
      

            	
              3.

            	
              Necessity,
      availability and assignment of requisite Growthink personnel and/or
      resources to make requested modification or
  additions.

            


    

    


    
      	
               
      

            	
              4.

            	
              Impact
      on Costs, delivery schedule, and other
  requirements.

            


    

    
      	
               
      

            	
              (a)

            	
              Changes
      in Costs:

            


    

    


    
      	
               
      

            	
              (b)

            	
              Changes
      in delivery schedule:

            


    

    


    
      	
               
      

            	
              (c)

            	
              Changes
      to any other requirements:

            


    

    


    Change
Order Is:

    


    ___Approved
and
Accepted                           ___Rejected


    
      
         


      

      
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                      Growthink
      Signature

                    	 
      	
                      Date:

                    


            

          

        

      

    

    


    
      
        
          
            
              
                	 
      	 
      	 
      
	
                        Client
      Signature Date

                      	 
      	
                        Date:

                      


              

            

          

        

      

    


    
      
         


      

      
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