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                                                                 EXHIBIT 10.2.b.



                SECOND AMENDMENT TO INVESTMENT ADVISORY AGREEMENT
                     BETWEEN MORAMERICA CAPITAL CORPORATION
                   AND INVESTAMERICA INVESTMENT ADVISORS, INC.










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               SECOND AMENDMENT TO MORAMERICA CAPITAL CORPORATION
                          INVESTMENT ADVISORY AGREEMENT

         THIS SECOND AMENDMENT TO MORAMERICA CAPITAL CORPORATION INVESTMENT
ADVISORY AGREEMENT (this "Second Amendment"), dated as of February 26, 2002,
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"), as amended by the First Amendment to MorAmerica Capital
Corporation Investment Advisory Agreement, dated as of February 27, 2001 (the
"First Amendment"). 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.

         WHEREAS, the original term of the Agreement was for two years from the
date thereof, through February 28, 2001, subject to annual continuance
thereafter in accordance with Section 15 of the Investment Company Act of 1940,
as amended, by the vote of a majority of the Board of Directors of MACC who are
not interested persons of InvestAmerica, or by the vote of the holders of a
majority of the outstanding voting securities of MACC's parent company, MACC
Private Equities Inc.; and

         WHEREAS, on February 27, 2001, a majority of the Board of Directors of
MACC who are not interested persons of InvestAmerica, determined to extend the
term of the Agreement for an additional one-year term pursuant to the First
Amendment; and

         WHEREAS, at a meeting duly held on February 26, 2002, a majority of the
Board of Directors of MACC 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 MACC.

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, 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 February 28, 2002 through February 28, 2003.


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         IN WITNESS WHEREOF, the undersigned have executed this SECOND AMENDMENT
as of the year and date first above written.

                                    MORAMERICA CAPITAL CORPORATION


                                    By:   /s/ Paul M. Bass
                                        ----------------------------------------
                                          Paul M. Bass, Chairman


                                    INVESTAMERICA INVESTMENT
                                     ADVISORS, INC.

                                    By:   /s/ David R. Schroder
                                        ----------------------------------------
                                          David R. Schroder, President


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