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.

IN WITNESS WHEREOF , the parties hereto have caused this Agreement to be duly executed on the d