Exhibit
        10.1

      


      AMENDMENT
        NO. 1 TO

      INVESTMENT
        ADVISORY MANAGEMENT AGREEMENT

      BETWEEN

      BLACKHAWK
        CAPITAL GROUP BDC, INC.

      AND

      BARAK
        ASSET MANAGEMENT, LLC

      


      Amendment
        No. 1 dated November 26, 2008 ("Amendment") to Investment Advisory Management
        Agreement dated October 31, 2006, by and between BLACKHAWK CAPITAL GROUP
        BDC,
        INC., a Delaware corporation (the "Corporation"), and BARAK ASSET MANAGEMENT,
        LLC., a Delaware limited liability corporation (the "Investment Manager"
        or
        "Adviser").

       

      WHEREAS,
        the Corporation is a business development company ("BDC") regulated under
        the
        Investment Company Act of 1940 (the "Investment Company Act");

       

      WHEREAS,
        the Adviser is an investment adviser registered under the Investment Advisers
        Act of 1940 (the "Advisers Act"); and

       

      WHEREAS,
        on October 31, 2006 the Corporation and Adviser entered into the Investment
        Advisory Management Agreement ("Original Advisory Agreement");

       

      WHEREAS,
        on October 31, 2007 the Corporation and Adviser extended the Original Advisory
        Agreement for one year to October 31, 2008; and

       

      WHEREAS,
        the Corporation and Adviser wish to amend the Original Advisory Agreement
        to (i)
        extend the term of the Original Advisory Agreement one year until October
        31,
        2009, and (ii) revise Exhibit 1 ("Investment Advisory Fee Schedule") to the
        Original Advisory Agreement to provide a revised fee schedule.

       

      NOW,
        THEREFORE, in the consideration of the premises and for other good and valuable
        consideration, the parties hereby agree as follows:

       

      1. Extension
        of Term of Original Advisory Agreement.
        Section
        10 of the Original Advisory Agreement is amended by adding the following
        sentence at the end of the first paragraph of Section 10: "The term of this
        Agreement is extended until October 31, 2009."

       

      2. Amendment
        to Exhibit 1 -- Investment Advisory Fee Schedule.
        Exhibit
        1 -- Investment Advisory Fee Schedule shall be amended by deleting the current
        Exhibit 1 and replacing it with the Exhibit 1 attached hereto. 

       

      Except
        as
        amended by this Agreement, all of the provisions of the Original Advisory
        Agreement shall remain in full force and effect. 

       

      
        
           

        

        
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      IN
        WITNESS WHEREOF,
        the
        parties hereto have caused this Agreement to be duly executed on the date
        above
        written.

      

        
          	 	
                  BLACKHAWK
                    CAPITAL GROUP BDC, INC.

                
	 	 	 	 	 
	 	 	 	 	 
	 	
                  By:

                	
                  /s/
                    Craig A. Zabala

                	 
	 	 	
                  Name:

                	
                  Dr.
                    Craig A. Zabala

                
	 	 	
                  Title:

                	
                  President
                    and Chief Executive Officer

                
	 	 	 	 	 
	 	 	 	 	 
	 	
                  BARAK
                    ASSET MANAGEMENT, LLC

                
	 	 	 	 	 
	 	 	 	 	 
	 	
                  By:

                	
                  /s/
                    Sharon D. Highland

                	 
	 	 	
                  Name:

                	
                  Sharon
                    D. Highland

                
	 	 	
                  Title:

                	
                  President

                


        

      


      
        
           

        

        
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      Amended
        Fee Schedule November 2008

      


      EXHIBIT
        1

       

      INVESTMENT
        ADVISORY FEE SCHEDULE

       

      INVESTMENT
        ADVISORY FEES:

       

      Investment
        Manager shall receive fees calculated based upon the average cash value of
        assets at the end of each quarter including the value of any withdrawals
        from
        the assets made during that quarter:

       

      (1) Equities
        including common stocks, convertible preferred and convertible
        bonds:

      


      0.625%
        on
        assets equal to $250,000 to $500,000

      0.5625%
        on assets equal to $500,001 to $2,500,000

      0.50%
        on
        assets equal to $2,500,001 to $5,500,000

      0.45%
        on
        assets equal to $5,500,001 to $8,500,000

      0.375%
        on
        assets equal to $8,500,001 to $11,500,000

      0.25%
        on
        assets equal to or greater than $11,500,001

      


      (2) Fixed
        Income or Bonds including taxable or tax-exempt (municipal bonds):

      


      0.50%
        on
        assets equal to $500,000 to $2,000,000

      0.40%
        on
        assets equal to $2,000,001 to $5,000,000

      0.30%
        on
        assets equal to $5,000,001 to $15,000,000

      0.20%
        on
        assets greater than or equal to $15,000,001

      


      (3) Advisory
        Fees or Non-Public Companies

      


      0.875%
        on
        assets equal to $250,000 to $2,500,000

      0.75%
        on
        assets equal to $2,500,001 to 5,000,000

      0.625%
        on
        assets equal to $5,000,001 to $15,000,000

      0.5625%
        on assets equal to $15,000,001 to $30,500,000

      0.50%
        on
        assets equal to $30,500,001 to $75,000,000

      0.375%
        on
        assets equal to or greater than $75,000,001

      


      Aggregate
        Fees for assets under management equal to $150 million (as described in 1-3
        above) will be no more than 0.50% annualized or 0.125% quarterly. 

       

      Any
        fees
        and expenses charged by any fund pursuant to their prospectuses are in addition
        to Investment Manager's investment advisory fee and shall treated as an expense
        against the value of assets in the calculation of the Investment Manager’s fee.
        Brokerage commissions and bond mark-ups, as charged by the broker-dealer,
        are
        included in the price of the transactions and are in addition to investment
        advisory fees. 

       

      If
        any of
        the above listed securities do not trade on any exchange, NASD, OTC Bulletin
        Board or Pink Sheets, the following shall apply as to how to value such
        securities: Investments will be valued at cost based and the Advisory Fee
        Schedule for Non-Public Companies above will apply. 

       

      
        
           

        

        
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      PAYMENT
        OF FEES:

       

      Investment
        Advisory Fees shall be billed and payable quarterly (or a prorated period,
        when
        applicable).

       

      Fee
        amounts shall be debited from the Corporation's account on the date on which
        the
        Investment Manager dispatches a Quarterly Statement setting forth the basis
        for
        these charges.

       

      Upon
        termination and liquidation the Investment Manager shall calculate the fee
        based
        upon the cash value of assets realized and the fee earned will be prorated
        based
        on the time elapsed since the prior quarterly fee payment through that
        liquidation of the accounts is complete or the accounts or assets are
        transferred to the Corporation's control or to another manager.

       

      This
        fee
        schedule was amended November 2008 and supersedes any previous fee schedules.
        

       

      
        
           

        

        
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