Exhibit
10.1

    


    AMENDMENT
NO. 3 TO

    INVESTMENT
ADVISORY MANAGEMENT AGREEMENT

    BETWEEN

    BLACKHAWK
CAPITAL GROUP BDC, INC.

    AND

    BARAK
ASSET MANAGEMENT, LLC

    


    Amendment
No. 3 dated November 23, 2010 ("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, as amended (the "Investment Company
Act");

     

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

     

    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;

     

    WHEREAS,
on October 31, 2008, the Corporation and Adviser extended the Original Advisory
Agreement to October 31, 2009;

     

    WHEREAS,
on October 31, 2009, the Corporation and Adviser extended the Original Advisory
Agreement to October 31, 2010; and

     

    WHEREAS,
the Corporation and Adviser wish to amend the Original Advisory Agreement to
extend the term of the Original Advisory Agreement one year until October 31,
2011, and.

     

    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, 2011."

     

    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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