0001144204-08-007875 Sample Contracts

CONFIDENTIAL
Letter Agreement • February 12th, 2008 • Blackhawk Capital Group BDC Inc

This letter agreement (the "Agreement") will confirm the engagement of Richard J. Kelly, an individual ("Selling Agent"), by 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"), as selling agent in connection with the Company’s offering of a maximum of $5 million in common stock of the Company ("Securities") to accredited investors (the "Offering") pursuant to Regulation E under the Securities Act of 1933, as amended ("Securities Act"). Your services under this Agreement are non-exclusive.

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