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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
