EXHIBIT 10.1
                                                                   ------------

Exhibit 7B to SC 13D



                            STOCK PURCHASE AGREEMENT


         This Stock  Purchase  Agreement  ("Agreement")  is entered  into by and
between Zions First National Bank, a national banking association  ("Zions") and
Atlas  Management  Partners,  LLC,  a Utah  Limited  Liability  Company  and its
affiliated  persons  (as that term is defined in the  Investment  Company Act of
1940), hereinafter collectively known as Atlas").

         WHEREAS,  Zions is the owner of approximately  804,689 common shares of
MACC Private Equity, Inc. ("MACC Shares"); and

         WHEREAS,  Atlas is  desirous of  purchasing  from Zions all of the MACC
Shares at a dollar price of approximately $3,200,000; and

         WHEREAS,  Zions  is  willing  to sell  its MACC  Shares  to  Atlas  for
approximately $3,200,000;

         NOW, THEREFORE, the parties agree as follows:

1.            At a date and time mutually agreed upon by the parties,  but in no
              event later than September 30, 2003,  Zions shall deliver to Atlas
              all of the MACC Shares it owns  (currently  approximately  804,689
              shares),  and  Atlas  will  pay to  Zions,  in cash or  securities
              acceptable to Zions, the sum of $3,200,000.

2.            If the  transaction  is not  completed on or before  September 30,
              2003,  Zions has no further  obligation to sell its MACC Shares to
              Atlas and is free to sell its MACC Shares to another buyer.

3.            Zions  represents  and  warrants  to Atlas that it is the true and
              lawful   owner  of  the  MACC   Shares  and  has  not  pledged  or
              hypothecated the MACC Shares for any purpose, and has the right to
              sell the MACC Shares to Atlas.

4.            Atlas  acknowledges it has not relied on Zions for any information
              or  recommendation  about MACC  Private  Equity,  Inc.  and it has
              performed its own analysis of MACC Private  Equity,  Inc.,  and it
              has  performed  or will  perform  such due  diligence  as it deems
              necessary.  Atlas'  obligation to purchase the stock is subject to
              completion  of final due  diligence,  and Atlas  may  cancel  this
              Agreement  prior  to  closing  if  its  due  diligence   discovers
              information  unknown at the time of  execution  of this  Agreement
              which  would  have a  negative  impact  on the  value  of the MACC
              Shares.
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5.            This Agreement shall be governed by the internal laws of the State
              of Utah.

6.            Each party hereto  agrees to indemnify the other party against all
              claims,  proceedings,  losses,  liabilities,  costs  and  expenses
              (including reasonable attorneys' fees) which each party may suffer
              or incur  arising out of or in  connection  with any breach by the
              other party of any term of this Agreement.

7.            No right or  obligation  under this  Agreement  may be assigned or
              delegated  by either  party  without  the  written  consent of the
              other, and this Agreement  constitutes the entire understanding of
              the  parties,  and may only be  modified  or  amended in a writing
              executed by the parties.

8.             Any dispute,  controversy or claim arising out of or based on the
               terms of this Agreement shall be settled  exclusively and finally
               by binding  arbitration in the State of Utah. Upon written demand
               for  arbitration  by either  party,  the parties shall confer and
               attempt  in good  faith to  agree  upon  one  arbitrator.  If the
               parties  have not agreed upon an  arbitrator  within  thirty (30)
               days  after  receipt of such  written  demand,  each party  shall
               appoint one arbitrator and those two arbitrators shall agree upon
               a third  arbitrator.  Any arbitrator or arbitrators  appointed as
               provided herein shall be selected from panels  maintained by, and
               the binding arbitration shall be conducted in accordance with the
               commercial   arbitration  rules  of,  the  American   Arbitration
               Association (or any successor organization), and such arbitration
               shall be binding upon the parties.  Judgment upon an  arbitration
               award may be entered in any court having jurisdiction.

         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed this 30day of July, 2003.


                            Zions First National Bank

                            By:  /s/ David Hemingway
                            -------------------------------------
                            Its: Executive Vice-President


                            Atlas Management Partners, LLC


                            By:  /s/ Kent Madsen
                            -------------------------------------
                            Its:  Managing Member



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