CHANGE IN TERMS AGREEMENT

DESCRIPTION OF EXISTING INDEBTEDNESS.  Promissory Note dated 8/14/2009 in the amount of $4,814,022.34 with an original maturity date of 3/31/2010 and amended on 3/31/2010.

DESCRIPTION OF COLLATERAL.  Business Loan Agreement dated August 30, 2007 as amended by an Omnibus Amendment, Consent and Waiver dated April 29, 2008, Second Amendment to Business Loan Agreement and Security Agreements dated August 14, 2009, Third Amendment to Business Loan Agreement dated March 31, 2010, and Fourth Amendment to Business Loan Agreement dated August 16, 2010; Commercial Security Agreement dated August 30, 2007 as amended by an Omnibus Amendment, Consent and Waiver dated April 29, 2008, and Second Amendment to Business Loan Agreement and Security Agreements dated August 14, 2009; Commercial Pledge and Security Agreement dated August 30, 2007 as amended by an Omnibus Amendment, Consent and Waiver dated April 29, 2008, and Second Amendment to Business Loan Agreement and Security Agreements dated August 14, 2009.

DESCRIPTION OF CHANGE IN TERMS.  The verbiage under the heading “Collateral” in the Promissory Note and “Description of Collateral” in the Change in Terms Agreement is hereby deleted in its entirety and replaced with the verbiage under the heading “Description of Collateral” above.

CONTINUING VALIDITY.  Except as expressly changed by this Agreement, the terms of the original obligation or obligations, including all agreements evidenced or securing the obligation(s), remain unchanged and in full force and effect. Consent by Lender to this Agreement does not waive Lender’s right to strict performance of the obligation(s) as changed, nor obligate Lender to make any future change in terms. Nothing in this Agreement will constitute a satisfaction of the obligation(s). It is the intention of Lender to retain as liable parties all makers and endorsers of the original obligation(s), including accommodation parties, unless a party is expressly released by Lender in writing. Any maker or endorser, including accommodation makers, will not be released by virtue of this Agreement. If any person who signed the original obligation does not sign this Agreement below, then all persons signing below acknowledge that this Agreement is given conditionally, based on the representation to Lender that the non-signing party consents to the changes and provisions of this Agreement or otherwise will not be released by it. This waiver applies not only to any initial extension, modification or release, but also to all such subsequent actions.

PURPOSE OF LOAN.  The purpose of this loan is for: consolidate #1089921655 and #1089921654 into one term note.

 

MACC PRIVATE EQUITIES INC.			Company Name
By:	/s/ Michael W. Dunn		By:	/s/Derek J. Gaertner
	Michael W. Dunn, Chairman of the Board of MACC PRIVATE EQUITIES INC.			Derek J. Gaertner, CFO & CCO of MACC PRIVATE EQUITIES INC.