<PAGE>

                                                                    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
                  terms and conditions as those contained in this Agreement,
                  additional shares of Series A Preferred Stock to the
                  Purchasers or other accredited investors, provided that: (a)
                  in no event shall the aggregate number of Shares issued at the
                  Initial Closing and all subsequent Closings exceed 800,000;
                  and (b) all such subsequent Closings are consummated within
                  the 45-day period immediately following the Initial Closing.

         2.       Limited Amendment. Unless otherwise specifically defined
herein, each term used herein that is defined in the Stock Purchase Agreement
will have the meaning assigned to such term in the Stock Purchase Agreement. All
terms and conditions of the Stock Purchase Agreement which are not expressly
modified by this Amendment remain in full force and effect.

         3.       Miscellaneous.

                  (a)      Entire Agreement; Amendment. This Amendment and the
Stock Purchase Agreement constitute the entire agreement and understanding of
the parties with respect to the subject matter hereof, and supersede any and all
prior and contemporaneous agreements and understandings between the parties with
respect thereto. Any waiver, amendment, modification or supplement of or to any
term or condition of this Amendment shall be effective only if in writing and
signed by the parties hereto.

                  (b)      Governing Law. The internal laws of the State of
Georgia (regardless of conflict of laws principles) shall govern all issues
concerning the construction, validity and interpretation of this Amendment.


                                      -3-

<PAGE>

                  (c)      Counterparts. This Amendment may be executed in any
number of counterparts, some of which may have signature pages differing as to
form, each of which shall be enforceable against the parties actually executing
such counterparts and all of which together shall constitute one instrument.

         IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.

                                   ASSURANCEAMERICA CORPORATION


                                   By:      /s/ Renee Pinczes
                                            ------------------------------------
                                            Renee Pinczes, Senior Vice President
                                            and Chief Financial Officer

                                   HERITAGE ASSURANCE PARTNERS, L.P.


                                   By:      Heritage Fund Advisors, LLC, its
                                            general partner

                                            By:  /s/ J. Wesley Grace
                                                 -------------------------------
                                                     J. Wesley Grace,
                                                     Secretary/Treasurer


                                      -4-