EXHIBIT
10.6a

    


    AMENDMENT
NO. 1

    


    TO

    


    SUBSCRIPTION
AGREEMENT

    


    AMENDMENT
NO. 1 (this “Amendment”), dated December 1, 2009, to Subscription Agreement,
dated as of June 21, 2009 (the “Agreement”), by and between Progreen Properties,
Inc., a Delaware corporation (the “Company”), and EIG Venture Capital, Ltd. (the
“Purchaser”).

     

    WITNESSETH:

     

    WHEREAS,
in the Agreement, the Company and the Purchaser agreed with respect to the sale
by the Company to the Purchaser of an aggregate of  97,751,710 shares
(the “Shares”) of the Company’s Common Stock, par value $0.0001 per share (the
“Common Stock”), at a fixed price of $0.01023 per share, in three
tranches:

     

    
      	
               
      

            	
              ·

            	
              (1)
      the Phase I tranche of 5,767,350 shares of Common Stock for a total
      purchase price of $59,000, to be purchased by the Purchaser on or before
      July 16, 2009;

            


    

     

    
      	
               
      

            	
              ·

            	
              (2)  the
      Phase II tranche of 43,108,504 shares of Common Stock for a total purchase
      price of $441,000, to be purchased by the Purchaser on or before December
      31, 2009; and

            


    

     

    
      	
               
      

            	
              ·

            	
              (3)
      the Phase III tranche would consist of 48,875,855 shares of Common Stock
      for a total purchase price of $500,000 to be purchased by the Purchaser on
      or before July 16, 2010; and

            


    

     

    WHEREAS,
the Purchaser has previously delivered, the full amount of the purchase price
for the Phase I purchase of  5,767,350  Shares, and has
purchased 4,985,337 Phase II Shares for $51,000; and

     

    WHEREAS,
the Company and the Purchaser wish to provide in this Amendment for the terms of
the penalty that would applicable in the event the Purchaser does not purchase
the required number of Shares within the time frame applicable either to the
Phase II or Phase III Share purchases.

     

    NOW,
THEREFORE, IN CONSIDERATION OF THE PREMISES, the parties hereto agree as
follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Penalty Interest
Rate. In the event the Purchaser does not complete payment of the full
Phase II or Phase III purchase price (each referred to as Phase II or Phase III
“Installment Purchase Price”) for the Shares required to be purchased from the
Company within the time period provided in the Agreement for the particular
Phase, as an additional purchase price (“Additional Purchase Price”) for the
Shares to be purchased in that particular Phase, the Purchaser shall pay
interest at the rate of 13.5% per annum (“Penalty Interest”) on the unpaid
balance of any such unpaid Installment Purchase Price.  The Company
shall not issue the Shares represented by any unpaid portion of the applicable
Installment Purchase Price that is in default under the Agreement until the
Purchaser has paid such unpaid balance together with, as an Additional Purchase
Price, the Penalty Interest applicable to such unpaid Installment Purchase Price
accumulated to the date of issuance of such Shares.

     

    Entire Agreement; Governing
Law.  This Amendment to the Agreement (i) may only be modified
by a written instrument executed by the Purchaser and the Company, (ii) together
with the Agreement, sets forth the entire agreement of the Purchaser and the
Company with respect to the subject matter hereof and supersedes all prior
agreements and understandings between or among the parties with respect to the
subject matter hereof, (iii) shall be governed by the laws of the State of
Delaware applicable to contracts made and to be wholly performed therein, and
(iv) shall inure to the benefit of, and be binding upon, the Company and the
Purchaser and their respective legal representatives, successors and permitted
assigns.

     

    Pronouns;
Counterparts.  Unless the context otherwise requires, all
personal pronouns used in this Subscription Agreement, whether in the masculine,
feminine or neuter gender, shall include all other genders.  This
Amendment may be executed in counterparts and by facsimile, and each of such
counterparts shall constitute an original, all of which together shall
constitute one and the same document.

    


    IN
WITNESS WHEREOF, the undersigned have hereunto set their hands and seals as of
the respective dates and year set forth below.

    


    


    
      
        
          
            
              
                
                  	 	      
                          EIG
      Venture Capital, Ltd.

                        
	 	
                          _________________________________________

                        
	 	
                          Purchaser

                        
	 	 
      
	 	 
      
	 	
                          By:
      /s/
      Ulf Telander

                        
	 	
                          Title:
      Secretary

                        
	 	 
      
	 	
                          Address:

                        
	 	 
      
	 	
                          _________________________________________

                        
	 	 
      
	 	
                          _________________________________________

                        
	 	 
      
	 	
                          _________________________________________

                        
	 	 
      
	 	 
      
	 	      
                          Date:
      December 1, 2009

                        
	 	 
      
	 	 
      
	 	
                          ACCEPTED:

                        
	 	 
      
	 	
                          PROGREEN
      PROPERTIES, INC.

                        
	 	 
      
	 	
                          By:
      /s/ Jan
      Telander

                        
	 	
                          Chief
      Executive Officer

                        
	 	      
                          Date:
      December 1,
2009