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Exhibit No. 10.8


Blackhawk Capital Group BDC, Inc.


Subscription Agreement

and purchaser questionnaire


THIS SUBSCRIPTION AGREEMENT, made as of this 5 th day of February 2009, by and between Blackhawk Capital Group BDC, Inc., a Delaware corporation (the "Company"), with its address at 14 Wall Street, 11 th Floor, New York, New York  10005, and EquitySmith, Inc. ,   760 Market Street, Suite 856, San Francisco, CA 94102 (the "Purchaser").


NOW, THEREFORE, in consideration of the mutual promises contained herein, and each intending to be legally bound hereby, the parties hereto agree as follows:




Section 6.1  Purchase and Sale of Common Stock .  The Company agrees to issue, sell and deliver to the Purchaser and the Purchaser agrees to purchase and accept from the Company, four hundred thousand (400,000) shares of Common Stock, par value $0.00001 per share, of the Company (the "Shares") at $5.00 per Share, for an aggregate price of Two million dollars ($2,000,000.00) (the "Purchase Price").




Section 7.1  Company Representations and Warranties .  The Company represents and warrants to the Purchaser as follows:



Incorporation .  The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.



Capitalization .  The authorized capital stock of the Company is 1,000,000,000 shares of Common Stock ("Common Stock"), par value $0.00001 per Share.  There are no authorized or outstanding shares of preferred stock.  As of February 5, 2009, there are 32,467,484 shares of Common Stock issued and outstanding.



Shares .  The Shares, when issued, sold, and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and nonassessable.  All corporate action required to be taken by or on behalf of the Company to authorize the Company to enter into and carry out this Agreement, and for the authorization, issuance and delivery of the Shares has been duly and properly taken.







Private Placement Memorandum .  Except as set forth below and in the Company's Confidential Private Placement Memorandum dated January 15, 2009 ("Private Placement Memorandum"), neither the Company nor any of its agents or representatives has made any agreements or taken any actions which may cause anyone to be entitled to a commission or a finder's fee as a result of the execution, delivery or performance of this Agreement or consummation of the transactions contemplated hereby.



Securities Act of 1933 .  Based in material part upon the representations herein of the Purchaser, the Company has complied and will comply with all applicable federal and state securities laws in connection with the offer, issuance and sale of the Shares hereunder.  Neither the Company nor anyone acting on its behalf, directly or indirectly, has or will sell, offer to sell or solicit offers to buy any of the Shares or similar securities to, or solicit offers with respect thereto from, or enter into any negotiations relating thereto with, any person, or has taken or will take any action so as to bring the issuance and sale of any of the Shares under the registration provisions of the Securities Act and applicable state securities laws, and neither the Company nor any of its affiliates, nor any person acting on its or their behalf, has engaged in an form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of any of the Shares.



Proceeds .  The Company shall use the net proceeds of the Purchase Price to be received from Purchaser as specified in "Use of Proceeds" in the Private Placement Memorandum.



No Litigation .  To the knowledge of the Company, there is no litigation or proceeding or investigation pending or threatened against the Company in any federal, state or local court, or before any administrative agency or arbitrator, or before any other tribunal duly authorized to resolve disputes, which seeks to enjoin or prohibit, or otherwise questions the validity of, the sale of Shares under this Agreement.  The Company completed a rescission offer with the purchasers of its Common Stock in the Company's Regulation E offering under the Securities Act that was conducted in 2004 and 2005 because certain State filings were not made when that offering was conducted.  The rescission offer is described in the Private Placement Memorandum.



Placement Agents .  Except for John W. Loofbourrow Associates, Inc. ("JWL") and EquitySmith, Inc. ("ESI"),  pursuant to the terms of a placement agent agreement dated January 16, 2009 between the Company, JWL, and  ESI ("Placement Agent Agreement"), the Company has not employed any broker or finder or incurred any liability for any brokerage, placement, commissions, finders' fees, advisory fees or other similar fees in connection with the sale of Shares.



Section 7.2   Purchaser Warranties .  The Purchaser represents and warrants to the Company as follows:



Organization and Standing of the Purchaser .  Purchaser is a corporation, limited liability company or partnership duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.



Authorization and Power .  Purchaser has the requisite power and authority to enter into an perform this Agreement and to purchase Shares being sold to it hereunder.  The execution, delivery and performance of this Agreement by Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate or partnership action, and no further consent or authorization of Purchaser or its Board of Directors, stockholders, or partners, as the case may be, is required.  When executed and delivered by the Purchaser, this Agreement shall constitute the valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited

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