Exhibit No. 10.17

       

      CONFIDENTIAL

      


      February
7, 2008

       

      Dr. Craig
A. Zabala

      Chairman
of the Board, President & Chief Executive Officer

      Blackhawk
Capital Group BDC, Inc.

      14 Wall
Street

      New York,
NY 10005

      


      Dear Dr.
Zabala,

      


      This
letter agreement (the "Agreement") will confirm the engagement of Richard J.
Kelly, an individual ("Selling Agent"), by Blackhawk Capital Group BDC, Inc., a
Delaware corporation and a business development company registered under the
Investment Company Act of 1940, as amended (the "Company"), as selling agent in
connection with the Company’s offering of a maximum of $5 million in common
stock of the Company ("Securities") to accredited investors (the "Offering")
pursuant to Regulation E under the Securities Act of 1933, as amended
("Securities Act").  Your services under this Agreement are
non-exclusive.

      


      
        	
              	
                1.

              	
                Scope
      of Selling Agent’s Services.  Selling Agent will assist
      the Company in placing the Securities with investors by introducing
      investors to the Company to purchase Securities.  The Company
      shall have absolute discretion to accept or reject a subscription from a
      prospective investor.

              


      

       

      
        	
              	
                2.

              	
                Fees
      and Non-Exclusivity.  In return
      for Selling Agent’s services in the placement of Securities, the Company
      will pay Selling Agent a cash fee equal to 10.00% (“Placement Fee”) of the
      gross proceeds of any Securities placed by the Selling Agent and accepted
      by the Company.  Any Placement Fees payable to Selling Agent
      will be due at the closing date of the Offering and shall be payable to
      the Selling Agent by the Company.

              


      

       

      [The
Company shall also pay the Placement Fee on any Securities purchased by Selling
Agent.]

      


      
        	
              	
                3.

              	
                Expenses.  The Company
      will not be responsible for any expenses of the Selling Agent related to
      the Offering.

              


      

       

      
        	
              	
                4.

              	
                Term.  This
      Agreement shall have no term and may be terminated at any time by the
      Company.

              


      

       

      
        	
              	
                5.

              	
                Representations
      and Warranties of the Selling Agent.  The Selling Agent
      represents and warrants to the Company as follows:  (a) he is a
      licensed registered representative registered with the SEC, FINRA, and all
      States in which he is required to register; and (b) there are no
      judgments, orders, decrees, or like actions, or any proceedings pending,
      before the SEC, NASD, any State, or any court or arbitration panel that
      prohibit or effect the Selling Agent from carrying out his obligations
      under this Agreement.

              


      

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
              	
                6.

              	
                Confidentiality.  In
      connection with this engagement, it is contemplated that the Selling Agent
      will receive from the Company certain information (including certain
      business planning, product, marketing, financial, and other information
      and materials) the Company considers confidential.  The Selling
      Agent shall use this confidential information solely for the purpose of
      providing services to the Company and will not disclose to any party any
      such confidential information, except with the prior written approval of
      the Company.

              


      

       

      
        	
              	
                7.

              	
                Miscellaneous.  The
      Offering will be completed in accordance with Regulation E under the
      Securities Act, which is the offering exemption available to business
      development companies registered under the Investment Company Act of 1940,
      as amended ("Investment Company Act"), and all applicable state or other
      jurisdictional securities laws (i.e. “blue sky” laws).  All
      investors in the Offering will be persons who qualify as accredited
      investors under all applicable federal and state securities
      laws.

              


      

       

      The
parties agree that their relationship under this Agreement is an advisory
relationship only, and nothing herein shall cause the Selling Agent to be
partners, agents or fiduciaries of, or joint venture partners with, the Company
or with each other.

      


      This
Agreement may not be amended or modified except in writing and shall be governed
by, and construed in accordance with the laws of the State of New
York.  Each party to this Agreement submits to the jurisdiction of the
federal and state courts in New York, New York to decide any dispute regarding
this Agreement.

       

      
        	
              	
                8.

              	
                Selling
      Away Agreement with SMH Capital, Inc.  This Agreement is
      conditioned upon, and shall only be enforceable, if Selling Agent delivers
      to the Company the selling away agreement from SMH Capital, Inc. in the
      form of Exhibit
      A attached hereto.

              


      

       

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

       

      Very
truly yours,

       

       

      /s/
Richard J. Kelly

      __________________

      Richard
J. Kelly

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Accepted
and agreed to as of February 7, 2008:

      


      BLACKHAWK
CAPITAL GROUP BDC, INC.

       

      /s/ Craig
A. Zabala

      
        

      


      Name: 
Dr. Craig A. Zabala

      Title: 
Chairman of the Board, President &
Chief Executive Officer

      


      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      EXHIBIT
A

       

      SELLING AWAY AGREEMENT WITH
SMH CAPITAL, INC.

      


      SMH
Capital, Inc.

      527
Madison Avenue, 15th
Floor

      New
York, New York  10022

       

      

         

        
          	 	      
                  January
      31, 2008

                


        

         

      

      Dr. Craig
A. Zabala

      Chairman,
President and Chief Executive Officer

      Blackhawk
Capital Group BDC, Inc.

      14 Wall
Street, 11th
Floor

      New York,
NY  10005

      


      Re:           Selling Away
Letter

      


      Dear Dr.
Zabala:

      


      We hereby
confirm that SMH Capital Inc. (formerly Sanders Morris Harris Inc.) (hereinafter
"SMH") is registered as a broker-dealer under Section 15 of the Securities and
Exchange Act of 1934 and is a member in good standing of the Financial Industry
Regulatory Authority ("FINRA").  We further confirm that we have been
duly notified by Richard J. Kelly, a registered representative of SMH, of the
current $5,000,000 financing by Blackhawk Capital Group BDC, Inc. ("Blackhawk")
under Regulation E of the Securities Act of 1933, as amended, pursuant to the
Blackhawk Amended Offering Circular dated January 7, 2008 ("Current Offering")
filed with the Securities and Exchange Commission (“SEC”).  A Form 1-E
(including an Offering Circular) for the Current Offering was originally filed
on December 3, 2007 with the SEC.

       

      We have
been advised by Mr. Kelly that SMH is not named in the Offering Circular with
respect to the Current Offering in any capacity, including without limitation as
an underwriter or placement agent.

       

      Reference
is made to the agreement dated October 31, 2006 between SMH and Blackhawk, as
amended by the first amendment dated January 27, 2007, and the second amendment
dated July 13, 2007 (collectively the "SMH Agreement").  Pursuant to
the SMH Agreement, SMH served as placement agent for Blackhawk's prior offering
("Prior Offering") of its common stock under Regulation E.  The SMH
Agreement by its terms terminated October 31, 2007.  SMH acknowledges
and agrees that the SMH Agreement is terminated, that SMH no longer serves as
placement agent or in any other role for Blackhawk, and that Blackhawk does not
owe SMH any money, including, without limitation, any fees, commissions and
expenses.

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      Richard
J. Kelly previously served as an SMH employee who was in charge of the Prior
Offering for SMH.  Mr. Kelly is no longer employed by SMH, but as of
January 31, 2008, retained his registered representative license with
SMH.

       

      We
confirm that SMH declines to be involved in the Current Offering by Blackhawk
and acknowledge that Richard J. Kelly may proceed with assisting you with the
Current Offering independent of SMH.  SMH acknowledges that Richard J.
Kelly has fully informed us of the compensation arrangement between him and
Blackhawk for his role with respect to the Current Offering.  We have
no objection to your paying any compensation earned by Mr. Kelly directly to Mr.
Kelly for his work on the Current Offering and agree that SMH is not entitled to
any portion of such compensation.

       

      
        
          	 
      	
                  Very
      truly yours,

                
	 
      	 
      	 
      
	 
      	
                  SMH
      CAPITAL, INC.

                
	 
      	 
      	 
      
	 
      	
                  /s/
      John T. Unger

                	 
      
	 
      	   
      	 
      
	 
      	
                  Name:
      John T. Unger

                
	 
      	
                  Title:  Senior
      Vice President and General
Counsel