Exhibit No. 10.15

       

      John
W. Loofbourrow Associates, Inc. Member FINRA, MSRB, SIPC

      


      CONFIDENTIAL

      


      June 30,
2008

      


      Dr. Craig
A. Zabala

      Chairman
of the Board, President & Chief Executive Officer

      Blackhawk
Capital Group BDC, Inc.

      14 Wall
Street, Suite 1100B

      New York,
NY 10005

      


      Dear Dr.
Zabala,

      


      This
letter confirms that the Agreement previously executed between Blackhawk Capital
Group BDC, Inc. (“Blackhawk”) and John W. Loofbourrow Associates, Inc.
(“Loofbourrow”) dated April 9, 2008 expired on June 18, 2008
(“Agreement”).  This letter further confirms that Blackhawk agrees to
‘grandfather’ the placement fees stipulated in the Agreement due to any
investors introduced to the Blackhawk Regulation E Offering prior to the
expiration of the Agreement (the “Investors”).

      


      In return
for Loofbourrow’s services in the placement of the Securities to Investors, the
Company has agreed to pay Loofbourrow the Financing Fee of any Securities placed
by Loofbourrow as placement agent in connection with the Company's Regulation E
Offering (the "Offering") of $5 million in common stock ("Securities") to
qualified institutional buyers (“QIB”).

      


      In
connection with this Engagement, Loofbourrow solicited interest in the Offering
from a number of Investors, including Ludvik Capital Inc., a Delaware based
equity fund, Bridge Harbor Capital Management LLC, a New York-Based hedge fund
with Arthur T. Murphy, Jr. as President, Chief Executive Officer and Portfolio
Manager. Ludvik Capital and Bridge Harbor qualify as QIB Investors and both have
decided to participate in the Offering by investing $250,000.

      


      Subsequent
to that investment decision by Bridge Harbor, Mr. Murphy decided to invest
$250,000 from his personal IRA at E-Trade. Mr. Murphy is a New York Resident and
acts as a Fiduciary of both his hedge fund and his personal IRA. However, he
does not meet the requirements of a QIB investor; he meets the Regulation D
requirements under the private placement rules.

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      Since Mr.
Murphy would be investing as a Regulation D investor instead of a QIB under such
circumstances as described herein, this letter confirms that Loofbourrow may
collect placement fees for Mr. Murphy’s personal investment.

      


      Loofbourrow
will notify Blackhawk if any other Investor solicited by Loofbourrow decides to
participate in the Offering prior to Closing, and Blackhawk agrees that
Loofbourrow will be entitled to the Financing Fees of any Securities placed by
Loofbourrow with those Investors.

      


      Please
acknowledge your agreement with this letter by affixing your signature
below.

      


      Very
truly yours,

      


      /s/ John
W. Loofbourrow

      


      ________________________________________________

      John W.
Loofbourrow

      President

      Accepted
and agreed to as of June 30, 2008

      


      BLACKHAWK
CAPITAL GROUP BDC, INC.

      


      /s/
Craig. A. Zabala

      ________________________________________________

      Dr. Craig
A. Zabala

      Chairman
of the Board & President

      


      44 Wall
Street • 20th Floor • New York, NY 10005 • Phone 212 558-6400 • Fax 646-695-3110
• www.loofinc.com