Exhibit 10.2 




Business Development
Agreement 



BUSINESS DEVOPMENT AGREEMENT entered
into this 18th day of January 2007, by and between The Blackhawk Fund, (the “Company”)
and Maximum Impact Group Inc., (“Client”). 



WHEREAS, the Company desires the
Business Development services of Client in the areas of Media Creation, Business Strategy
and Media Marketing for the Company (the “Services”) in connection the Company’s
business. 



NOW, THEREFORE, for valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows: 





1.       Provision of
Services 



Duties of Client, The Client will
provide such services and advice to the Company so as to create a total of 10 Media
Properties over the next 12 months, which will be television/DVD quality. Client shall
provide the methods of marketing such Media Properties via Cable Television, Online Video
Magazines and DVDs. Client shall provide advertising sponsors for each Media Property
produced. Client shall ensure that all revenue generated from each media property is
received and recorded by The Company. 





1.1 



Duties of Company, the Company shall
provide assistance to Client in implementing the marketing and production of the
respective Media Properties and provide accurate, factual information to Client at all
times. The Company shall provide a separate division and bank account, solely dedicated
to the development and growth of the Media Business. The Company shall create the
Offering Document associated with raising capital and bear the expense for such services. 





2.       Issuance of
Stock 



In consideration of services
rendered to date and to be rendered during the Term, the Company shall issue to Client 15
million shares of The Company’s common stock, which shall bear a 144 restrictive
legend. The shares shall be delivered within 3 business days of the first Media Property
producing revenue. The Company also agrees to pay Client $25,000 in cash which is payable
upon commencement of revenue generated from the Media Properties being developed. 






 
	 	
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3        Property 



All Media Properties produced by
Client shall become the property of The Company upon issuance of shares, Pursuant to item
2. The Company shall have all rights to the Media Properties developed for The Company. 





4        Compensation 



Revenue received from the Media
Properties developed shall be deposited into The Company’s Media account and be
disbursed in the following manner: First, a total commission of 20% paid to the sales
agent. Second, a production cost, not to exceed 40% of the gross revenue received. The
remaining profit will be divided 40% to Client, 15% to Bonenberger, 15% to Fouch and the
remaining 30% retained by the Company. Furthermore, The Blackhawk Fund will retain 20% of
the Net funds received from revenue of additional Media Properties produced by Maximum
Impact Television Group. 



4.1 Capital Raised by Client shall
be disbursed as follows: 15% to Client, 15% to Company and 70% to be used towards the
Media Properties developed for The Company.  





5.       Term 



The term of this Agreement shall be
for 5 years. In the event that the Client and Company wish to terminate Agreement sooner,
a written understanding upon mutual agreement will be required. If any one or more
provisions herein shall for any reason be held o be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other
provision hereof. 





6        Net Assignment 



Client’s obligations hereto
with respect to provision of Services shall not be assignable to any other person without
the express written consent of the Company. 





7.       Miscellaneous 



This Agreement (i) constitutes the
entire agreement between the parties hereto with respect to the subject matter hereof and
shall supersede all prior understandings and agreements as to such subject matter; (ii)
may be amended or modified only by a writing executed by the party against whom
enforcement is sought; (iii) shall inure to the benefit of and be binding upon the
respective heirs, administrators, personal representatives, successors and assigns of the
parties hereto; and (iv) shall be governed by and construed in accordance with the laws
of California. 





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



CLIENT:  Maximum Impact Television
Group 




/s/ Michael Henry, CEO 
Name  






COMPANY:  The Blackhawk Fund 




/s/ Brent Fouch, CFO 

Name, Position  






 
	 	
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