**Exhibit
      10.3**





**AMENDMENT
      AGREEMENT DATED JULY 13, 2007**


**BETWEEN
      BLACKHAWK AND SMH CAPITAL INC.**




**SMH
        CAPITAL INC.**





July
      13,
      2007





Dr.
      Craig
      A. Zabala


Chairman
      of the Board, President


and
      Chief
      Executive Officer


Blackhawk
      Capital Group BDC, Inc.


14
      Wall
      Street


New
      York,
      New York 10005





Dear
      Sirs:





Reference
      is made to the agreement dated October 31, 2006 ("Agreement") between Sanders
      Morris Harris Inc., a Texas corporation ("SMH") and Blackhawk Capital Group
      BDC,
      Inc., a Delaware corporation (the "Company") and a business development company
      registered under the Investment Company Act of 1940, as amended (the "Investment
      Company Act"), pursuant to which SMH has acted as financial adviser and
      placement agent to the Company for the Company's sale of a maximum amount of
      5,000,000 shares of its common stock ("Securities") to accredited investors
      in
      the Company's Regulation E Offering ("Offering") under the Securities Act of
      1933, as amended ("Securities Act"). The Agreement was supplemented by a letter
      agreement dated January 27, 2007 ("First Amendment") between SMH and the Company
      relating to the participation of Janney Montgomery Scott in the Offering.




The
      purpose of this letter agreement ("Second Amendment") is to amend Sections
      2 and
      3 of the Agreement relating to fees and expenses, and to clarify other
      provisions of the Agreement. The parties agree that Section 2 of the Agreement
      will be deleted in its entirety and replaced with the following:




2.
            Fees
                and Non-Exclusivity.
                The Company shall not be responsible for the payment of any fees
                (whether
                advisory fees or placement agent fees) to SMH for any Securities
                placed by
                SMH between the date of this Agreement and July 16, 2007. SMH expressly
                waives any fees for placing Securities during this period. For Securities
                placed by SMH during the period from July 17, 2007 until the earlier
                of
                the termination of the Offering or the termination of this Agreement,
                the
                Company will pay SMH a cash fee equal to 9.00% of the gross proceeds
                of
                any Securities placed by SMH (consisting of a 2.00% advisory fee
                and a
                7.00% placement agent fee). Any fee contemplated in the above sentence
                will be referred to as the "Financing Fees." Any Financing Fees payable
                to
                SMH will be due at the last and final closing of the Offering and
                shall be
                payable to SMH by the Company. No placement agent fee of 7.00% shall
                be
                payable by the Company to SMH for (i) investors introduced to SMH
                by the
                Company; (ii) Securities purchased in the Offering by the Company's
                officers, directors, controlling stockholders or affiliates; and
                (iii)
                Securities purchased in the offering by any investor identified by
                the
                Company irrespective of whether such investor is introduced to SMH
                or not.
                However, the 2.00% advisory fee shall be payable by the Company to
                SMH for
                Securities purchased by investors listed in category (i) in the prior
                sentence. The parties acknowledge and agree that SMH will not be
                entitled
                to any fees (whether placement agent fees or advisory fees) on debt
                conversions by the Company's affiliate, The Concorde Group, Inc.
                SMH's
                services pursuant to this Agreement and the Offering shall be
                non-exclusive.









The
      parties agree that Section 3 of the Agreement will be deleted in its entirety
      and replaced with the following:




3.
            Expenses.
                The Company shall not be responsible for paying any expenses of SMH
                relating to this Agreement or the Offering, except for expenses in
                the
                amount of $2,300 incurred by SMH prior to July 16, 2007 which will
                be paid
                at the end of the Offering upon delivery of valid receipts.




The
      following paragraph at the top of page 5 of the Agreement shall be deleted
      in
      its entirety:




The
      Company shall have the right to identify investors with which it has
      affiliations who would be suitable accredited investors for the Offering
      ("Company-Introduced Investors"), and introduce these investors to SMH for
      the
      Offering. In the event that SMH and the Company decide that these investors
      are
      suitable for the Offering and purchase Securities in the Offering, fees shall
      be
      due to SMH respecting Securities purchased by Company-Introduced Investors
      pursuant to Section 2 above.




The
      parties further agree that as to Exhibit A of the Agreement, (i) the reference
      to minimum Offering amount and shares shall be reduced from $3,500,000 and
      3,500,000 respectively, to $500,000 and 500,000, respectively; and (iv) the
      reference to the Company filing a registration statement shall be deleted in
      its
      entirety.




Except
      as
      amended and supplemented by the First Amendment and this Second Amendment,
      the
      terms of Agreement shall remain in effect.





If
      this
      Second Amendment reflects our mutual understanding, please execute two copies
      in
      the space indicated below and return one to us.





Very
                truly yours,**SMH
                  CAPITAL INC.**/s/
                RICHARD J. KELLYRichard
                J. KellyManaging
                Director-Financial Services





Accepted
      and agreed to as of July 13, 2007.





**BLACKHAWK
      CAPITAL GROUP BDC, INC.**





/s/
                Craig A. ZabalaDr.
                Craig A. ZabalaChairman
                of the Board, PresidentAnd
                Chief Executive
                Officer