1 EXHIBIT 10.1.a

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                                 EXHIBIT 10.1.a


                First Amendment to Investment Advisory Agreement
              between the Corporation and InvestAmerica Investment
                      Advisors, Inc., dated August 1, 1996






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                 FIRST AMENDMENT TO MACC PRIVATE EQUITIES INC.
                          INVESTMENT ADVISORY AGREEMENT

         THIS FIRST AMENDMENT TO MACC PRIVATE EQUITIES INC. INVESTMENT ADVISORY
AGREEMENT (the "First Amendment"), dated as of August 1, 1996, amends the terms
of the MACC Private Equities Inc. Investment Advisory Agreement (the
"Agreement") dated as of October 1, 1994, among MACC Private Equities Inc. (the
"Corporation") and InvestAmerica Investment Advisors, Inc. ("InvestAmerica").
All terms and conditions of the Agreement shall remain in full force and effect
except as expressly amended herein. All capitalized terms used but not defined
herein shall have their respective meanings set forth in the Agreement.

         WHEREAS, the original term of the Agreement was for two years from the
date thereof, through September 30, 1996, subject to annual continuance
thereafter in accordance with Section 15 of the Investment Company Act of 1940,
as amended, by a majority of the Board of Directors of the Corporation who are
not interested persons of InvestAmerica, or by a vote of the holders of a
majority of the Corporation's outstanding voting securities;

         WHEREAS, at a meeting duly held on June 12, 1996, a majority of the
Board of Directors of the Corporation who are not interested persons of
InvestAmerica, having requested from InvestAmerica and received and evaluated
such information as deemed reasonably necessary to evaluate the terms of the
Agreement, determined that the continuance of the Agreement for an additional
one-year term was in the best interests of the Corporation;

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereto agree as follows:

         Pursuant to Section 7 of the Agreement, the term of the Agreement shall
be continued in effect for a one year period from October 1, 1996 through
September 30, 1997.

         IN WITNESS WHEREOF, the undersigned have executed this FIRST AMENDMENT
TO MACC PRIVATE EQUITIES INC. INVESTMENT ADVISORY AGREEMENT dated as of August
1, 1996.

                                       MACC PRIVATE EQUITIES INC.

                                       By /s/ Xxxx X. Xxxx, Xx.
                                         ---------------------------------
                                       Xxxx X. Xxxx, Xx., Chairman


                                       INVESTAMERICA INVESTMENT
                                       ADVISORS, INC.

                                       By /s/ Xxxxx X. Xxxxxxxx
                                         ---------------------------------
                                       Xxxxx X. Xxxxxxxx, President