0000950137-01-505339 Sample Contracts

EXHIBIT 10.2.a.
Investment Advisory Agreement • December 28th, 2001 • Macc Private Equities Inc

THIS FIRST AMENDMENT TO MORAMERICA CAPITAL CORPORATION INVESTMENT ADVISORY AGREEMENT (this "First Amendment"), dated as of February 27, 2001, amends the terms of the MorAmerica Capital Corporation Investment Advisory Agreement (the "Agreement") dated as of March 1, 1999, between MorAmerica Capital Corporation ("MACC") 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 as set forth in the Agreement.

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EXHIBIT 10.1.b.
Investment Advisory Agreement • December 28th, 2001 • Macc Private Equities Inc

THIS SECOND AMENDMENT TO MACC PRIVATE EQUITIES INC. INVESTMENT ADVISORY AGREEMENT (this "Second Amendment"), dated as of February 27, 2001, amends the terms of the MACC Private Equities Inc. Investment Advisory Agreement (the "Agreement") dated as of March 1, 1998, between MACC Private Equities Inc. (the "Corporation") and InvestAmerica Investment Advisors, Inc. ("InvestAmerica"), as amended by the First Amendment to MACC Private Equities Inc. Investment Advisory Agreement, dated as of February 22, 2000. 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 as set forth in the Agreement.

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