Unassociated Document


    Exhibit
10.19

    


    AMENDMENT DATED DECEMBER 15,
2009 TO PRIVATE PLACEMENT AGREEMENT DATED 

    AUGUST 3, 2009 BETWEEN
REGISTRANT AND BENTLEY SECURITIES CORPORATION

     

    CONFIDENTIAL

    


    December
15, 2009

    


    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

    


    Reference is made to the placement
agent agreement (“Agreement”) dated August 3, 2009 between Bentley Securities
Corporation (“Placement Agent”) and 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”).  The
purpose of this letter agreement is to amend the Agreement.

    


    The Agreement is amended as
follows:

    


    
      	
               
      

            	
              5.

            	
              The
      term “Offering” shall also include the Company’s offering of up to
      1,000,000 shares  ($5.00 per share) pursuant to Regulation E
      (the “Regulation E Offering”) under the Investment Company Act of 1940, as
      amended, and the Securities Act of 1933, as amended.   The
      Regulation E Offering has no minimum and a maximum of
      $5,000,000.

            


    

    


    
      	
               
      

            	
              6.

            	
              The
      term “Offering Materials” shall include the Company’s Form 1-Es and
      Offering Circulars filed with the Securities and Exchange Commission, and
      distributed to prospective investors, for the Regulation E
      Offering.

            


    

    


    
      	
               
      

            	
              7.

            	
              Section
      2 shall be amended to provide that the Placement Agent shall receive a
      cash fee of ten percent (10%) of any shares of Common Stock purchased by
      investors in the Regulation E Offering and placed by the Placement
      Agent.

            


    

    


    
      	
               
      

            	
              8.

            	
              Reference
      is made to Section 3 of the Agreement with respect to the
      Term.  The Term of the Agreement with respect to the Regulation
      E Offering shall terminate on the earliest to occur of (x) the termination
      of the Regulation E Offering and (y) the date that the Placement Agent and
      the Company mutually agree in writing to terminate the Placement Agent’s
      participation in the Regulation E
Offering.

            


    

     

    Except as
amended by this letter agreement, all terms of the Agreement shall remain in
full force and effect.

    


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

    


    Very
truly yours,

    


    BENTELY
SECURITIES CORPORATION

    


    /s/ H.
Bradley Southern

    
      

    

    
      Name: H.
Bradley Southern

    

    Title:
Managing Director

     

    Accepted
and agreed to as of December 15, 2009:


    


    BLACKHAWK
CAPITAL GROUP BDC, INC.

    


    /s/ Dr.
Craig A. Zabala

    
      

    

    
      Dr. Craig
A. Zabala

    

    Chairman
of the Board, President & Chief Executive Officer