EXHIBIT
10.10

    


    AMENDMENT
TO STANDBY EQUITY PURCHASE AGREEMENT

    


    


    AMENDMENT, DATED AS OF OCTOBER 18,
2010, TO STANDBY EQUITY PURCHASE AGREEMENT, dated as of August 24, 2010 (“SEP
Agreement”), made by and between Progreen Properties, Inc., a Delaware
corporation, with its principal offices located at 380 North Old Woodward Ave.,
Suite 226, Birmingham, MI 48009 (“Progreen”), and LeadDog Capital, LP, having an
office at 120 Wall Street, 24th Floor,
New York, NY 10005 (the “Investor”).  Capitalized terms used herein
and not otherwise defined herein shall have the meaning assigned to such term in
the SEP Agreement.

     

    


    WHEREAS, Progreen and the Investor are
parties to that certain SEP Agreement, dated August 24, 2010;

    


    WHEREAS, the SEP Agreement provides
that Progreen shall, at its sole cost and expense, use its reasonable best
effort to have the Registration Statement to register with the Securities and
Exchange Commission the equity line of credit to be provide pursuant to the SEP
Agreement filed within sixty (60) calendar days following the Execution Date of
the SEP Agreement (the “Registration Statement Filing Date”); and

    


    WHEREAS, Progreen and the Investor have
agreed to extend to Registration Statement Filing Date under Section 11b.(v) of
the SEP Agreement to on or before March 1, 2011, subject to further extension by
agreement of the parties; and

    


    WHEREAS, in accordance with the terms
and conditions of the SEP Agreement, Progreen and the Investor hereby approve
the amendment of the SEP Agreement as set forth herein.

    


    NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants contained herein, the parties agree as
follows:

    


    1.       
By their
respective execution of this Agreement, Progreen and the Investor agree that the
Registration Statement Filing Date under the SEP Agreement shall be on or before
March 1, 2011, subject to further extension by agreement of the
parties.

    


    2.        By
their respective execution of this Agreement, Progreen and the Investor agree
that Section 11b.(v) of the SEP Agreement shall be amended to read in its
entirety as follows:

    


    
      	
               
      

            	
              (v)

            	
              The
      Company shall, at its sole cost and expense, use its reasonable best
      effort to have the Registration Statement filed on or before March 1,
      2011, subject to further extension by agreement of the
      parties.

            


    

    


    


    3.      Except as expressly provided herein,
the SEP Agreement shall continue in full force and effect.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    


    
      	 
      	
              PROGREEN
      PROPERTIES, INC.

            
	 
      	 
      
	 
      	
            
	 
      	
              By:
      /s/
      Jan
      Telander              
       

            
	 
      	
              Name:
      Jan Telander

            
	 
      	
              Title:
      President & CEO

            
	 
      	 
      
	 
      	 
      
	 
      	
              LEADDOG
      CAPITAL, LP

            
	 
      	 
      
	 
      	
               

            
	 
      	
              By:
      /s/
      Joseph B. LaRocco      

            
	 
      	
              Name:
      Joseph B. La Rocco

            
	 
      	
              Title:
      Managing Member