FIRST AMENDMENT TO TERMINUS, INC./THE BLACKHAWK FUND SECURED PROMISSORY NOTE

THIS FIRST AMENDMENT TO SECURED PROMISSORY NOTE (“ First Amendment ”) is made and entered into as of July 10, 2009, by and among Terminus, Inc., a Nevada corporation “ Terminus” ), The Blackhawk Fund, a Nevada corporation (“ Blackhawk” , together with Terminus, “Borrower” ) and Professional Offshore Opportunity Fund Ltd. (“ Holder ”).

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WHEREAS , on April 24, 2008, Borrower issued a secured promissory note (the “Note”), pursuant to which it promised to pay to the order of Holder, the principal amount of FIVE HUNDRED FIFTY THOUSAND DOLLARS ($550,000), together with interest incurred thereon, as therein provided.  The Note is incorporated into this First Amendment by this reference and all defined terms in the Note shall have the same meaning in this First Amendment;

WHEREAS , the Note provided that all principal and interest accrued and unpaid thereunder was due and payable on April 24, 2009 (the “Maturity Date” );

WHEREAS , the Borrower failed to make payment in the Maturity Date and the Borrower and Holder have determined that it is advisable and in their best interests to amend the Note to extend the Maturity Date and include such other additional terms, as provided herein;

NOW, THEREFORE , in consideration of the foregoing and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound hereby, the Borrower and the Holder hereby agree as follows:

1.             Incorporation of Recitals .   The Recitals set forth above are herein incorporated into this First Amendment.

A.           The definition of “Maturity Date” contained in the first paragraph of the Note is hereby amended by deleting “April 24, 2009” and inserting “July 10, 2010” in lieu thereof.

B.           The heading directly below ARTICLE I “INTEREST, PAYMENT, SENIORITY” is hereby amended by inserting the language “AND CONVERSION” directly after the word “SENIORITY.”

C.           A new Section 1.5 is hereby inserted to read in its entirety as follows:

“1.5        Conversion

1.5.1      Conversion of Principal and Interest . Subject to the terms and conditions hereof, the Holder, at its sole option, may deliver to the Holder a notice in the form attached hereto as Exhibit A (a “Conversion Notice” ), at any time and from time to time after the date hereof (the date of the delivery of a Conversion Notice, a “Conversion Date” ), to convert all or any portion of the outstanding principal amount of this Note plus accrued and unpaid interest thereon, for a number of shares (the “Shares” ) of Blackhawk common stock, par value $0.001 per share ( “Common Stock” ) equal to the quotient obtained by dividing the dollar amount of such outstanding principal amount of this Note plus the accrued and unpaid interest thereon being convened by the Conversion Price (as defined in Section 4.7).  Conversions hereunder shall have the effect of lowering the outstanding principal amount of this Note plus all accrued and unpaid interest thereunder in an amount equal to the applicable conversion, which shall be evidenced by entries set forth in the Conversion Notice.

1.5.2       Certain Conversion Limitations .

(a)           The Holder may not convert an outstanding principal amount of this Note or accrued and unpaid interest thereon to the extent such conversion would result in the Holder, together with any affiliate thereof, beneficially owning (as determined in accordance with Section 13(d) of the Exchange Act (as defined in Section 4.7) and the rules promulgated thereunder) in excess of 4.999% of the then issued and outstanding shares of Common Stock.  Since the Holder will not be obligated to report to Blackhawk the number of shares of Common Stock it may hold at the time of a conversion hereunder, unless the conversion at issue would result in the issuance of Shares in excess of 4.999% of the then outstanding shares of Common Stock without regard to any other shares which may be beneficially owned by the Holder or an affiliate thereof, the Holder shall have the authority and obligation to determine whether and the extent to which the restriction contained in this Section will limit any particular conversion hereunder.  The provisions of this Section may be waived by the Holder upon not less than 61 days’ prior notice to Blackhawk.

(b)           The Holder may not convert an outstanding principal amount of this Note or accrued and unpaid interest thereon to the extent such conversion would result in the Holder, togethe