REGISTRATION RIGHTS AGREEMENT

      This Registration Rights Agreement is made and entered into as of June 30,
2004 (the "Effective Date"), by and between AssuranceAmerica Corporation, a
Nevada corporation (the "Company"), and certain holders of the Series A
Convertible Preferred Stock (the "Series A Preferred Stock") of the Company as
set forth on Schedule I hereto.

      WHEREAS, certain shareholders of the Company have acquired shares of
Series A Preferred Stock; and

      WHEREAS, the Company has agreed to grant to such shareholders the rights
and benefits provided herein.

      NOW THEREFORE, for and in consideration of the covenants contained herein
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto do hereby agree as follows:

      1. Certain Definitions. As used in this Agreement, the following terms
shall have the following respective meanings:

            (a) "Commission" shall mean the Securities and Exchange Commission
      or any other federal agency at the time administering the Securities Act.

            (b) "Common Stock" shall mean the Company's $0.01 par value common
      stock or such other voting equity securities of the Company or any
      successor thereto as the holders of Common Stock shall receive or be
      entitled to receive as a result of any recapitalization, merger or
      combination, or other like transaction affecting the Company or its
      securities.

            (c) "Exchange Act" shall mean the Securities Exchange Act of 1934,
      as amended, or any similar federal statute, and the rules and regulations
      of the Commission issued under such Act, as they each may, from time to
      time, be in effect.

            (d) "Holder" shall mean each shareholder listed on Schedule I hereto
      so long as such shareholder holds at least 25% of the Shares originally
      purchased by such shareholder and any transferee of such shareholder so
      long as such transferee holds at least 1% of the outstanding capital stock
      of the Company and provided such transferee agrees in writing with the
      Company to hold such stock subject to all the restrictions of this
      Agreement. Additional Holders (other than any such transferee) may be
      added as parties hereto only with the written consent of the Company by
      execution of a counterpart signature page hereto.

            (e) "Registrable Securities" shall mean (i) the shares of Common
      Stock issued or issuable upon conversion of the Shares as provided in the
      Company's Articles of Incorporation, as hereafter amended, and, and (ii)
      any securities issued as a dividend or other distribution with respect to,
      or in exchange or in replacement of, the securities referred to in
      subsection (k).

            (f) "Registration Expenses" shall mean all expenses (except for
      "Selling Expenses" as defined below) incurred by the Company in complying
      with Sections 2 or 3 of this Agreement, including, without limitation, all
      registration and filing fees, printing

<PAGE>

      expenses, road show expenses, fees and disbursements of counsel for the
      Company and, the fees and disbursements of one counsel for the selling
      Holders.

            (g) The terms "register", "registered" and "registration" shall
      refer to a registration effected by preparing and filing a Registration
      Statement under the Securities Act, and the declaration or ordering of the
      effectiveness of such Registration Statement.

            (h) "Registration Statement" shall mean a registration statement on
      Form S-1 or Form S-3 (or successor form) filed by the Company with the
      Commission for a public offering and sale of securities of the Company.

            (i) "Securities Act" shall mean the Securities Act of 1933, as
      amended, or any similar federal statute, and the rules and regulations of
      the Commission issued under such Act, as they each may, from time to time,
      be in effect.

            (j) "Selling Expenses" shall mean all underwriting discounts and
      selling commissions applicable to the sale of Registrable Securities
      pursuant to Sections 2 or 3.

            (k) "Shares" shall mean the shares of Series A Convertible Stock of
      the Company outstanding on the date hereof.

      2. Required Registrations.

            (a) If at any time prior to three years following the Effective
      Date, the Company shall be requested in writing by the Holder(s) of at
      least 50% of the outstanding shares of Registrable Securities to effect
      the registration under the Securities Act of outstanding shares of
      Registrable Securities having an anticipated selling price (i.e.,
      aggregate gross proceeds) of no less than $5,000,000, the Company shall
      promptly give written notice of such proposed registration to all record
      Holders of Registrable Securities. Such Holders shall have the right, by
      giving written notice to the Company within 30 days from receipt of the
      Company's notice, to elect to include in such registration such of their
      Registrable Securities as such Holders may request in such notice of
      election. Thereupon, the Company shall, as expeditiously as practicable,
      use its best efforts to effect the registration, on a form of general use
      under the Securities Act, of all shares of Registrable Securities which
      the Company has been requested to register. The Company shall not be
      obligated to cause to become effective more than one registration
      statement pursuant to which Registrable Securities are sold under this
      Section 2(a).

            Notwithstanding the foregoing, if the Company shall furnish to the
      Holders of Registrable Securities requesting registration pursuant to this
      Section 2(a) a certificate signed by the President of the Company stating
      that the Board has made the good faith judgment that it would be
      materially detrimental to the Company and its stockholders for such
      registration statement to become effective or to remain effective as long
      as such registration statement would otherwise be required to remain
      effective because such action (x) would materially interfere with a
      significant acquisition, corporate reorganization or other similar
      transaction involving the Company, (y) would require premature disclosure
      of material information that the Company has a bona fide business purpose
      for preserving as confidential or (z) would render the Company unable to
      comply with requirements under the Securities Act or Exchange Act, the
      Company shall have the right to defer taking action with respect to such
      filing for a period of not more than ninety


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<PAGE>

      (90) days after receipt of the request of the Holders; provided, however,
      that the Company may not utilize this right more than once in any
      twelve-month period and provided further that the Company shall not
      register any securities for the account of itself or any other stockholder
      during such ninety (90) day period other than a registration relating
      solely to employee benefit plans, or a registration relating solely to a
      Commission Rule 145 transaction or any Rule adopted by the Commission in
      substitution therefor or in amendment thereto, or a registration on any
      registration form which does not include substantially the same
      information as would be required to be included in a Registration
      Statement covering the sale of Registrable Securities.

            (b) The Company may include in a registration requested under this
      Section 2: (i) any authorized but unissued shares of Common Stock for sale
      by the Company, and (ii) any shares of its Common Stock held by employees,
      consultants, directors or other advisers of the Company and with respect
      to which registration rights have been granted by the Company ("Management
      Stock"); provided, however, that such shares shall not be included to the
      extent that the underwriter of the shares so proposed to be registered (if
      the offering is underwritten) or, if the offering is not underwritten, the
      Holders of a majority of the shares of Registrable Securities included
      therein determine in good faith that the inclusion of such shares will
      interfere with the successful marketing of the shares of Registrable
      Securities to be included therein. If the offering to which a Registration
      Statement under this Section 2 relates is an underwritten offering, and
      if, after all shares of Common Stock proposed to be offered by the Company
      and all such shares of Management Stock have been excluded from such
      registration, a greater number of shares of Registrable Securities is
      offered for participation in such underwriting than in the opinion of the
      managing underwriter can be accommodated without adversely affecting the
      underwriting, the amount of Registrable Securities proposed to be offered
      in the underwriting shall be reduced, pro-rata (based upon the amount of
      Registrable Securities owned) among all Holders participating in such
      registration, to a number deemed satisfactory by the managing underwriter.

      3. Incidental Registrations.

            (a) If at any time or from time to time (but prior to the expiration
      of three years from the Effective Date) the Company shall determine to
      register any of its Common Stock, for its own account or for the account
      of any of its shareholders (other than the Holders), other than a
      registration relating solely to employee benefit plans, or a registration
      relating solely to a Commission Rule 145 transaction or any Rule adopted
      by the Commission in substitution therefor or in amendment thereto, or a
      registration on any registration form which does not include substantially
      the same information as would be required to be included in a Registration
      Statement covering the sale of Registrable Securities, the Company will:

                  (i)   promptly give to each Holder written notice thereof
                        (which shall include a list of the jurisdictions in
                        which the Company intends to attempt to qualify such
                        securities under the applicable Blue Sky or other state
                        securities laws); and

                  (ii)  include in such registration (and any related
                        qualification under Blue Sky laws or other compliance),
                        and in any underwriting involved therein, all of the
                        Registrable Securities and Management Stock specified in
                        a written request or requests


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<PAGE>

                        received by the Company within twenty (20) days after
                        the giving of such written notice by the Company, by any
                        Holder or Holders, subject to the limitations set forth
                        in Section 3(b).

            (b) If the registration of which the Company gives notice is for a
      registered public offering involving an underwritten public offering, the
      Company shall so advise the Holders as a part of the written notice given
      pursuant to Section 3(a)(i). All Holders proposing to include their
      securities in such underwritten public offering shall (together with the
      Company and the other Holders distributing their securities through such
      underwritten public offering) enter into an underwriting agreement in form
      reasonably acceptable to such Holders with the underwriter or underwriters
      selected for such underwritten public offering by the Company.
      Notwithstanding any other provision of this Section 3, if the underwriter
      determines in good faith that marketing factors require a limitation of
      the number of shares to be underwritten, all shares to be sold by the
      Company shall be included in such offering before any Registrable
      Securities are so included, and further, the underwriter otherwise may
      limit the number of Registrable Securities to be included in the
      registration and underwritten public offering. The Company shall so advise
      all Holders of such limitation (except those Holders who have not elected
      to distribute any of their Registrable Securities through such
      underwritten public offering), and the number of shares of Registrable
      Securities and shares of Management Stock that may be included in the
      registration and underwritten public offering shall be allocated first
      among such Holders in proportion, as nearly as practicable, to the
      respective amounts of Registrable Securities owned by such Holders at the
      time of filing the Registration Statement, and second to the holders of
      Management Stock. No Registrable Securities or shares of Management Stock
      excluded from the underwritten public offering by reason of the
      underwriter's marketing limitation shall be included in such registration.
      If the terms of any such underwritten public offering differ materially
      from the terms (including range of offering price) previously communicated
      to any Holder, such Holder may elect to withdraw therefrom by written
      notice to the Company and the underwriter, which notice, to be effective,
      must be received by the Company at least two (2) business days before the
      anticipated effective date of the Registration Statement. The Registrable
      Securities and/or other securities so withdrawn from such underwritten
      public offering shall also be withdrawn from such registration; provided,
      however, that if by the withdrawal of such Registrable Securities a
      greater number of Registrable Securities held by other selling Holders may
      be included in such registration (up to the maximum of any limitation
      imposed by the underwriters) then the Company shall include in such
      registration in place of such withdrawn Registrable Securities such
      additional Registrable Securities held by other selling Holders whose
      Registrable Securities were excluded pursuant to limitation by the
      underwriter pursuant to this Section 3(b) in the same proportion as such
      Registrable Securities were excluded pursuant to such underwriter
      limitation (with no more Registrable Securities being so included than
      were withdrawn). In the event that the contemplated sale does not involve
      an underwritten public offering and a determination that the inclusion of
      the Registrable Securities adversely affects the marketing of the shares
      shall be made by the Board of Directors of the Company in its good faith
      discretion, then no Registrable Securities are required hereby to be
      included in the contemplated sale.

            (c) The Company may at any time withdraw or abandon any Registration
      Statement which triggers the provisions of this Section 3 without any
      liability to the Holders.


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<PAGE>

            4. Expenses of Registration. All Registration Expenses incurred in
connection with any registration, qualification and compliance hereunder shall
be paid by the Company. All Selling Expenses incurred in connection with any
such registration shall be paid by the selling Holders on a pro rata basis. If,
notwithstanding this Agreement, applicable authorities in any state wherein
Registrable Securities are to be sold require an allocation of Registration
Expenses, each Holder agrees to pay its apportioned share thereof.

            5. Registration Procedures. In the case of each registration,
qualification or compliance effected by the Company pursuant to this Agreement,
the Company will keep each Holder advised in writing as to the initiation of
each registration, qualification and compliance and as to the completion
thereof. At its expense the Company will:

            (a) prepare and file with the Commission a Registration Statement
      with respect to such Registrable Securities, and use its best efforts in
      good faith to cause such Registration Statement to become and remain
      effective as provided herein;

            (b) prepare and file with the Commission such amendments and
      supplements to such Registration Statement and the prospectus included in
      such Registration Statement as may be necessary or advisable to comply
      with the provisions of the Securities Act with respect to the disposition
      of all securities covered by such Registration Statement or as may be
      necessary to keep such Registration Statement effective and current, but
      for no longer than six (6) months subsequent to the effective date of such
      registration;

            (c) furnish to each selling Holder such number of copies of such
      Registration Statement, each amendment and supplement thereto (in each
      case including all exhibits thereto), the prospectus included in such
      Registration Statement (including each preliminary prospectus), and such
      other documents as any such selling Holder may reasonably request in order
      to facilitate the disposition of the Registrable Securities held by such
      selling Holder;

            (d) enter into such customary agreements and take all such other
      action in connection therewith as any selling Holder may reasonably
      request in order to expedite or facilitate the disposition of such
      Registrable Securities;

            (e) use its best efforts in good faith to register and qualify the
      Registrable Securities covered by such Registration Statement under such
      securities or Blue Sky laws of such jurisdictions as any selling Holder on
      behalf of itself or any other selling Holder shall reasonably request and
      do any and all such other acts and things as may be reasonably necessary
      or advisable to enable such selling Holder to consummate the disposition
      in such jurisdictions of the Registrable Securities held by such selling
      Holder; provided, however, that the Company shall not be required in
      connection therewith to qualify to do business or file a general consent
      to service of process in any such jurisdiction unless the Company is
      already subject to service in such jurisdiction and except as may be
      required by the Securities Act nor shall the Company be required to take
      any position or change in accounting methods in order to effect such
      registration if the Board of Directors determines in good faith that the
      same would be materially detrimental to the Company;

            (f) furnish, at the request of any Holder of Registrable Securities,
      on the date that such shares of Registrable Securities are delivered to
      the underwriters for sale pur-


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<PAGE>

      suant to such registration or, if such Registrable Securities are not
      being sold through underwriters, on the date that the registration
      statement with respect to such shares of Registrable Securities becomes
      effective, (1) an opinion, dated such date, of the counsel representing
      the Company for the purposes of such registration, addressed to the
      underwriters, if any, and if such Registrable Securities are not being
      sold through underwriters, then to the Holders making such request, in
      customary form and covering matters of the type customarily covered in
      such legal opinions; and (2) a comfort letter dated such date, from the
      independent certified public accountants of the Company, addressed to the
      underwriters, if any, and if such Registrable Securities are not being
      sold through underwriters, then to the Holder making such request and, if
      such accountants refuse to deliver such letter to such Holder, then to the
      Company, in a customary form and covering matters of the type customarily
      covered by such comfort letters and as the underwriters or such Holder
      shall reasonably request;

            (g) otherwise use its best efforts to comply with all applicable
      rules and regulations of the Commission, and make available to its
      security holders, as soon as reasonably practicable, but not later than
      eighteen (18) months after the effective date of the Registration
      Statement, an earnings statement covering the period of at least twelve
      (12) months beginning with the first full month after the effective date
      of such registration statement, which earnings statement shall satisfy the
      provisions of Section 11(a) of the Securities Act;

            (h) cooperate reasonably with any managing underwriter to effect the
      sale of Registrable Securities, including but not limited to attendance of
      the Company's executive officers at any planned "road show" presentations
      to the extent that such attendance does not unduly impact the performance
      of such officer's duties;

            (i) notify the Holders and the underwriter(s), if any, at any time
      when the offering documents include an untrue statement of a material fact
      or omit to state a material fact required to be stated therein or
      necessary to make the statements therein not misleading in light of the
      circumstances then existing, and at the request of the Holders or any
      underwriter, prepare and furnish to such person(s) such reasonable number
      of copies of any amendment or supplement to the offering documents as may
      be necessary so that, as thereafter delivered to the purchasers of such
      Shares, such offering documents shall not include any untrue statement of
      a material fact or omit to state a material fact required to be stated
      therein or necessary to make the statements therein not misleading in
      light of the circumstances then existing, and to deliver to purchasers of
      any other securities of the Company included in the offering copies of
      such offering documents as so amended or supplemented;

            (j) keep the Holders informed of the Company's best estimate of the
      earliest date on which the offering documents will become effective, and
      promptly notify the Holders of (A) the effectiveness of such offering
      documents, (B) a request by the Commission for an amendment or supplement
      to such offering documents, (C) the issuance by the Commission of an order
      suspending the effectiveness of the offering documents, or of the threat
      of any proceeding for that purpose, and (D) the suspension of the
      qualification of any securities to be included in the offering documents
      for sale in any jurisdiction or the initiation or threat of any proceeding
      for that purpose;


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<PAGE>

            (k) cause all Registrable Securities registered hereunder to be
      listed on each securities exchange on which similar securities issued by
      the Company are then listed, if any; and

            (l) provide a transfer agent and registrar for all Registrable
      Securities registered pursuant hereunder and a CUSIP number for all such
      Registrable Securities, in each case not later than the effective date of
      such registration.

            Before filing any offering documents (including any documents
      incorporated by reference therein), the Company shall furnish to one
      counsel designated by the Holders and to the underwriter(s), if any,
      copies of all such offering documents, which offering documents shall be
      subject to the review of such counsel and the underwriter(s), if any, and,
      where feasible, the Company shall make such changes in the offering
      documents as are reasonably requested by such counsel or underwriter(s).

            It shall be a condition precedent to the obligation of the Company
      to take any action pursuant to this Section 5 in respect of the securities
      which are to be registered at the request of any Holder that such Holder
      shall furnish to the Company such information regarding the securities
      held by such Holder and the intended method of disposition thereof as the
      Company shall reasonably request and as shall be required in connection
      with the action taken by the Company.

            Notwithstanding the foregoing provisions of this Section 5, (1)
      selling Holders will not (until further notice) effect sales thereof after
      receipt of electronic, facsimile or written notice from the Company to
      suspend sales to permit the Company to correct or update such Registration
      Statement or prospectus; provided, the obligations of the Company with
      respect to maintaining any Registration Statement current and effective
      shall be extended by a period of days equal to the period such suspension
      is in effect; and (2) at the end of any period during which the Company is
      obligated to keep any Registration Statement current and effective as
      provided by this Section 5, the selling Holders shall discontinue sales of
      shares pursuant to such Registration Statement upon notice from the
      Company of its intention to remove from registration the Registrable
      Securities covered by such Registration Statement which remain unsold, and
      such selling Holders shall notify the Company of the number of shares
      registered which remain unsold promptly after receipt of such notice from
      the Company.

      6. Indemnification.

            (a) The Company will indemnify and hold harmless each Holder, each
      of the officers, directors, members and partners of such Holder and each
      person controlling such Holder, if Registrable Securities held by such
      Holder are included in the securities with respect to which registration,
      qualification or compliance has been effected pursuant to this Agreement,
      and each underwriter of such Registrable Securities, if any, and each
      person who controls such underwriter, against all claims, losses, damages
      and liabilities (or actions in respect thereof) arising out of or based on
      (i) any untrue statement (or alleged untrue statement) of a material fact
      contained in any prospectus, offering circular or other similar document
      (including any related Registration Statement, notification or the like)
      incident to any such registration, qualification or compliance, or based
      on any omission (or alleged omission) to state therein a material fact
      required to be stated therein or necessary to make the statements therein
      not misleading in the light of the circumstances under which they were
      made, or (ii) any violation by the Company of any


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<PAGE>

      federal, state or common law rule or regulation applicable to the Company
      and relating to action or inaction required of the Company in connection
      with any such registration, qualification or compliance, and will
      reimburse such Holder, each of the officers, directors and partners of
      such Holder, and each person controlling such Holder, such underwriter and
      each person who controls such underwriter, for any legal and any other
      expenses reasonably incurred in connection with investigating or defending
      any such claim, loss, damage, liability or action, provided that the
      Company will not be liable to a Holder or underwriter in any such case to
      the extent that such claim, loss, damage, liability or expense arises out
      of or is based on (i) any untrue statement or omission made in reliance
      upon and in conformance with written information furnished to the Company
      by or on behalf of such Holder or underwriter and which was furnished
      specifically for the purpose of being used therein or (ii) a failure by
      any Holder to deliver a final prospectus to its transferee if any material
      change has been made to the preliminary prospectus.

            (b) Each Holder will severally and not jointly, if Registrable
      Securities held by such Holder are included in the securities as to which
      such registration, qualification or compliance is being effected,
      indemnify and hold harmless the Company, each of its directors and
      officers, each underwriter, if any, of the Company's securities covered by
      such registration, qualification or compliance, each person who controls
      the Company or such underwriter within the meaning of the Securities Act,
      and each other Holder, each of the officers, directors and partners of
      each such other Holder and each person controlling such other Holder,
      against all claims, losses, damages and liabilities (or actions in respect
      thereof) arising out of or based on any untrue statement (or alleged
      untrue statement) of a material fact contained in any such Registration
      Statement, prospectus, offering circular or other similar document, or any
      omission (or alleged omission) to state therein a material fact required
      to be stated therein or necessary to make the statements therein not
      misleading in the light of the circumstances under which they were made,
      and will reimburse the Company, such other Holders, such directors,
      officers, partners, persons, underwriters or control persons for any legal
      or any other expenses reasonably incurred in connection with investigating
      or defending any such claim, loss, damage, liability or action, in each
      case to the extent, but only to the extent, that such untrue statement (or
      alleged untrue statement) or omission (or alleged omission) is made in
      such Registration Statement, prospectus, offering circular or other
      document in reliance upon and in conformity with written information
      furnished to the Company by or on behalf of such Holder and which was
      furnished specifically for the purpose of being used therein; provided,
      however, that the liability of such Holder under this Section 6 shall be
      limited to an amount equal to the net proceeds to such Holder of
      Registrable Securities sold as contemplated herein.

            (c) Each party entitled to indemnification under this Section 6 (the
      "Indemnified Party") shall give notice to the party required to provide
      indemnification (the "Indemnifying Party") promptly after such Indemnified
      Party has actual knowledge of any claim as to which indemnity may be
      sought, and shall permit the Indemnifying Party, at such party's expense,
      to assume the defense of any such claim or any litigation resulting
      therefrom, provided that counsel for the Indemnifying Party, who shall
      conduct the defense of such claim or litigation, shall be approved by the
      Indemnified Party (whose approval shall not unreasonably be withheld), and
      the Indemnified Party may participate in such defense at such party's
      expense (except for the payment of fees, costs and expenses provided for
      below), and provided further that the failure of any Indemnified Party to
      give notice as provided herein shall not relieve the Indemnifying


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<PAGE>

      Party of its obligations under this Agreement, unless such failure to give
      notice shall materially and adversely affect the Indemnifying Party's
      defense of any such claim or any such litigation. No Indemnifying Party,
      in the defense of any such claim or litigation shall, except with the
      consent of each Indemnified Party, consent to entry of any judgment or
      enter into any settlement which does not include as an unconditional term
      thereof the giving by the claimant or plaintiff to such Indemnified Party
      of a release from all liability in respect to such claim or litigation.
      Notwithstanding the election of the Indemnifying Party to assume the
      defense of any such claim or litigation, the Indemnified Party shall have
      the right to employ separate counsel and to participate in the defense of
      such claim or litigation, and the Indemnifying Party shall bear the
      reasonable fees, costs and expenses of such separate counsel if (i) the
      use of the counsel chosen by the Indemnifying Party to represent the
      Indemnified Party would present such counsel with a conflict of interest;
      (ii) the defendants in, or targets of, any such claim or litigation
      include both the Indemnified Party and the Indemnifying Party and the
      Indemnified Party shall have reasonably concluded that there may be legal
      defenses available to it or to other Indemnified Parties which are
      different from or additional to those available to the Indemnifying Party
      (in which case the Indemnifying Party shall not have the right to direct
      the defense of such action on behalf of the Indemnified Party); (iii) in
      the exercise of the Indemnified Party's reasonable judgment, the
      Indemnifying Party shall not have employed satisfactory counsel to
      represent the Indemnified Party within a reasonable time after notice of
      the institution of such claim or litigation; or (iv) the Indemnifying
      Party shall authorize the Indemnified Party to employ separate counsel at
      the expense of the Indemnifying Party. The Indemnified Party shall not
      settle any such claim or litigation without the consent of the
      Indemnifying Party.

            (d) If the indemnification provided for in this Section 6 from the
      indemnifying party is unavailable to an indemnified party hereunder in
      respect of any losses, claims, damages, liabilities or expenses referred
      to therein, then the indemnifying party, in lieu of indemnifying such
      indemnified party, shall contribute to the amount paid or payable by such
      indemnified party as a result of such losses, claims, damages, liabilities
      or expenses in such proportion as is appropriate to reflect the relative
      fault of the indemnifying party and indemnified parties in connection with
      the actions which resulted in such losses, claims, damages, liabilities or
      expenses, as well as any other relevant equitable considerations. The
      relative fault of such indemnifying party and indemnified parties shall be
      determined by reference to, among other things, whether any action in
      question, including any untrue or alleged untrue statement of a material
      fact or omission or alleged omission to state a material fact, has been
      made by, or relates to information supplied by, such indemnifying party or
      indemnified parties, and the parties' relative intent, knowledge, access
      to information and opportunity to correct or prevent such action. The
      amount paid or payable by a party as a result of the losses, claims,
      damages, liabilities and expenses referred to above shall be deemed to
      include any legal or other fees or expenses reasonably incurred by such
      party in connection with any investigation or proceeding. The parties
      hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 6(d) were determined by pro rata allocation or by
      any other method of allocation which does not take account of the
      equitable considerations referred to in the immediately preceding
      paragraph. No person guilty of fraudulent misrepresentation (within the
      meaning of Section 11(f) of the Securities Act) shall be entitled to
      contribution from any person who was not guilty of such fraudulent
      misrepresentation.


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<PAGE>

      7. Information by Holder. Each selling Holder shall furnish to the Company
in writing such information regarding such selling Holder and the distribution
proposed by such selling Holder as the Company may reasonably request in writing
and as shall be required in connection with any registration, qualification or
compliance referred to in this Agreement.

      8. Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may at any time permit the
sale of the Company's capital stock to the public without registration, at all
times after 90 days after the effective date of the first registration under the
Securities Act filed by the Company for an offering of its securities to the
general public, the Company agrees to use its best efforts to file with the
Commission in a timely manner all reports and other documents required of the
Company under the Securities Act and the Exchange Act.

      9. Market "Stand-off" Agreement. The Holders shall agree not to sell or
otherwise transfer or dispose of any Common Stock (or other securities) of the
Company (other than securities of the Company acquired in the open market on or
after a public offering) held by the Holders for such period of time as
reasonably requested by the Company and the underwriter of the public offering,
which shall not exceed 180 days from the effective date thereof; provided that
such restrictions shall only apply to a Registration Statement filed with
respect to an underwritten public offering by the Company; and provided,
further, that all officers, directors and 3% Holders of the Company enter into
similar agreements. Such agreement shall be in writing in form satisfactory to
the Company and such underwriter. The Company may impose stop-transfer
instructions with respect to the shares (or securities) subject to the foregoing
restriction.

      10. Rule 144 Sales. Notwithstanding anything contained in Sections 2 or 3
to the contrary, a Holder of Registrable Securities shall not have any
registration rights pursuant to Sections 2 or 3 herein if the Company obtains an
opinion of independent counsel, reasonably satisfactory to counsel for such
Holder, that a Holder's Registrable Securities (together with any Affiliate of
such Holder with whom such Holder must aggregate its sales under Commission Rule
144) may be sold without restriction under Commission Rule 144(k) within a
ninety (90) day period.

      11. Miscellaneous. This Agreement shall be governed by and construed in
accordance with the laws of the State of Georgia and may not be amended or
modified without the prior written consent of the Company and the Holders of at
least fifty percent (50%) of the Registrable Securities. This Agreement reflects
the entire understanding of the parties hereto with respect to the subject
matter hereof. This Agreement may be executed in one or more counterparts, all
of which taken together shall constitute one and same instrument. The Company
may add additional parties hereto from time to time by execution of a
counterpart signature page.

      12. Equitable Relief. It is hereby acknowledged that irreparable harm
would occur in the event that any of the provisions of this Agreement were not
performed fully by the parties hereto in accordance with the terms specified
herein, and that monetary damages are an inadequate remedy for breach of this
Agreement because of the difficulty of ascertaining and quantifying the amount
of damage that will be suffered by the parties relying hereon in the event that
the undertakings and provisions contained in this Agreement were breached or
violated. Accordingly, each party hereto hereby agrees that each other party
hereto shall be entitled to an injunction or injunctions to restrain, enjoin and
prevent breaches of the undertakings and provisions hereof and to enforce
specifically the undertakings and provisions hereof in any court of the United
States or any state having jurisdiction over the matter; it being understood
that such


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<PAGE>

remedies shall be in addition to, and not in lieu of, any other rights and
remedies available at law or in equity.

                            [SIGNATURES ON NEXT PAGE]


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      IN WITNESS WHEREOF, the parties have hereunto affixed their hands and
seals as of the date first above written.

HOLDER:                                COMPANY:

Heritage Assurance Partners, L.P.      AssuranceAmerica Corporation

By: Heritage Fund Advisors, LLC,
    General Partner


                                       By: /s/ Lawrence Stumbaugh
                                           -------------------------------------
Name:  /s/ J. Wesley Grace                 Lawrence Stumbaugh, President and
       -----------------------             Chief Executive Officer
Title: Treasurer
       -----------------------


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