KIRR, MARBACH PARTNERS FUNDS, INC.

                          INVESTMENT ADVISORY AGREEMENT



         THIS AGREEMENT is entered into as of the 26th day of July, 2002,

between Kirr, Marbach Partners Funds, Inc., a Maryland corporation (the

"Corporation") and Kirr, Marbach & Company, LLC, an Indiana limited liability

company (the "Adviser").



                               W I T N E S S E T H



         WHEREAS, the Corporation is an open-end investment company registered

under the Investment Company Act of 1940, as amended (the "1940 Act"). The

Corporation is authorized to create separate series, each with its own separate

investment portfolio (the "Funds"), and the beneficial interest in each such

series will be represented by a separate series of shares (the "Shares").



         WHEREAS, the Adviser is a registered investment adviser, engaged in the

business of rendering investment advisory services.



         WHEREAS, in managing the Corporation's assets, as well as in the

conduct of certain of its affairs, the Corporation seeks the benefit of the

Adviser's services and its assistance in performing certain managerial

functions. The Adviser desires to furnish such services and to perform the

functions assigned to it under this Agreement for the consideration provided for

herein.



         NOW THEREFORE, the parties mutually agree as follows:



         1.       APPOINTMENT OF THE ADVISER . The Corporation hereby appoints

the Adviser as investment adviser for each of the Funds of the Corporation on

whose behalf the Corporation executes an Exhibit to this Agreement, and the

Adviser, by execution of each such Exhibit, accepts the appointments. Subject to

the direction of the Board of Directors (the "Directors") of the Corporation,

the Adviser shall manage the investment and reinvestment of the assets of each

Fund in accordance with the Fund's investment objective and policies and

limitations, for the period and upon the terms herein set forth. The investment

of funds shall also be subject to all applicable restrictions of the Articles of

Incorporation and By-Laws of the Corporation as may from time to time be in

force.



         2.       EXPENSES PAID BY THE ADVISER. In addition to the expenses

which the Adviser may incur in the performance of its responsibilities under

this Agreement, and the expenses which it may expressly undertake to incur and

pay, the Adviser shall incur and pay all reasonable compensation, fees and

related expenses of the Corporation's officers and its Directors, except for

such Directors who are not interested persons (as that term is defined in

Section 2(a)(l9) of the 1940 Act) of the Adviser, and all expenses related to

the rental and maintenance of the principal offices of the Corporation.



         3.       INVESTMENT ADVISORY FUNCTIONS. In its capacity as investment

adviser, the Adviser shall have the following responsibilities:



{PAGE}



                  (a)      To furnish continuous advice and recommendations to

the Funds, as to the acquisition, holding or disposition of any or all of the

securities or other assets which the Funds may own or contemplate acquiring from

time to time;



                  (b)      To cause its officers to attend meetings and furnish

oral or written reports as the Corporation may reasonably require, in order to

keep the Directors and appropriate officers of the Corporation fully informed as

to the condition of the investments of the Funds, the investment recommendations

of the Adviser, and the investment considerations which have given rise to those

recommendations; and



                  (c)      To supervise the purchase and sale of securities or

other assets as directed by the appropriate officers of the Corporation.



The services of the Adviser are not to be deemed exclusive and the Adviser shall

be free to render similar services to others as long as its services for others

does not in any way hinder, preclude or prevent the Adviser from performing its

duties and obligations under this Agreement. In the absence of willful

misfeasance, bad faith, gross negligence or reckless disregard of obligations or

duties hereunder on the part of the Adviser, the Adviser shall not be subject to

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