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Exhibit 10.1
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT (this
"Amendment") is
made effective as of the 3rd day of May, 2005, by and between
AssuranceAmerica
Corporation, a Nevada corporation (the "Company"), and Heritage
Assurance
Partners, L.P., a limited partnership formed under the laws of
the State of
Georgia ("Heritage").
WHEREAS, the Company and Heritage have entered into that certain
Stock
Purchase Agreement effective as of April 11, 2005 (the "Stock
Purchase
Agreement"); and
WHEREAS, the parties desire to amend the Stock Purchase
Agreement to
increase the aggregate number of shares of the Company's Series
A Convertible
Preferred Stock ("Series A Preferred Stock") that may be sold
and purchased
thereunder; and
WHEREAS, pursuant to the terms of the Stock Purchase Agreement,
the
Stock Purchase Agreement may be amended by the Company and the
holder of a
majority of the Series A Preferred Stock sold thereunder;
NOW THEREFORE, for the mutual promises hereinafter set forth and
other
good and valuable consideration, the receipt and sufficiency of
which are hereby
acknowledged, the parties hereto agree as follows:
1. Amendment to Stock Purchase Agreement. The Stock Purchase
Agreement is hereby amended by deleting Section 1.3 thereof in
its entirety and
by replacing it with the following:
1.3 Sale of Additional Shares of Preferred Stock.
After the Initial Closing, the Company may sell, on the same
ter
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