Attached files

file filename
8-K - CURRENT REPORT DATED 11-26-10 - ESE CORPg4582.txt
EX-10.5 - PROMISSORY NOTE - ESE CORPex10-5.txt
EX-10.2 - LINE OF CREDIT LOAN AGREEMENT - ESE CORPex10-2.txt
EX-10.8 - AMENDMENT TO PROMISSORY NOTE - ESE CORPex10-8.txt
EX-10.1 - EMPLOYMENT & SERVICES AGREEMENT - ESE CORPex10-1.txt
EX-10.4 - PROMISSORY NOTE - ESE CORPex10-4.txt
EX-10.3 - PROMISSORY NOTE - ESE CORPex10-3.txt
EX-10.7 - AMENDMENT TO PROMISSORY NOTE - ESE CORPex10-7.txt
EX-99.1 - MINERAL & MINING LEASE AGREEMENT - ESE CORPex99-1.txt
EX-10.11 - CANCELLATION OF ACCRUED COMPENSATION - ESE CORPex10-11.txt
EX-10.13 - SHAREHOLDER AGREEMENT - ESE CORPex10-13.txt
EX-10.12 - CANCELLATION OF ACCRUED COMPENSATION - ESE CORPex10-12.txt
EX-10.14 - SHAREHOLDER AGREEMENT - ESE CORPex10-14.txt
EX-10.10 - CANCELLATION OF ACCRUED COMPENSATION - ESE CORPex10-10.txt
EX-10.9 - CANCELLATION OF ACCRUED COMPENSATION - ESE CORPex10-9.txt

                                                                    Exhibit 10.6

                                 ASPA GOLD CORP.
                 (FORMERLY KNOWN AS RENAISSANCE BIOENERGY INC.)
                          AMENDMENT TO PROMISSORY NOTE

POINT NORTH  INVESTMENTS,  LLC ("Note  holder") is the holder of the  Promissory
Note dated May 25, 2010 in the  principal  amount of  US$88,635  (the "Note") of
ASPA  Gold  Corp.  (formerly  known as  Renaissance  BioEnergy  Inc.),  a Nevada
corporation  ("Company").  The  Company is  entering  into a Line of Credit Loan
Agreement  (the "Loan  Agreement")  with  North  American  Gold & Minerals  Fund
("NAGMF"),  pursuant  to which  NAGMF  will make  available  to the  Company  an
unsecured  line of credit.  As a condition to entering into the Loan  Agreement,
NAGMF  requires  that Note  holder  and  Company  amend the terms of the Note to
revise  the terms of Note  holder's  option to convert  the Note into  shares of
common stock of the Company.  Accordingly,  for good and valuable  consideration
and intending to be legally bound hereby,  Note holder and Company  hereby amend
the Note as follows:

     1.   The interest rate set forth in Section 2 of the Note is reduced to 3%,
          effective from May 25, 2010. Interest through the date hereof shall be
          capitalized and added to the principal amount of the Note.

     2.   The second and third  sentences of  paragraph 4 of the Note,  entitled
          "Method of Payments" are hereby deleted in their  entirety,  effective
          immediately, and are replaced with the following:

          "Lender,  at its own option,  shall be permitted to convert all or any
          portion of the Note to common  shares of the  Borrower's  common stock
          prior to the Maturity Date. The number of shares to be issued shall be
          determined  by dividing the amount  submitted  for  conversion  by the
          price  per share at which  common  stock is sold for  purely  monetary
          consideration by the Company in a capital raise of at least $5,000,000
          that  closes  prior to the  Maturity  Date.  In order to receive  this
          conversion  price,  the Note holder must issue a notice of  conversion
          within  ten (10)  trading  days of the public  announcement  or in the
          event  of no  public  announcement,  by  direct  notification  of  the
          issuance of the shares.  The shares  issued to the Note holder will be
          on the identical  terms and conditions as the newly issued shares.  If
          there are no newly issued shares prior to the Maturity  Date, the Note
          shall be paid in full on or before  the  Maturity  Date.  In the event
          that the  Note is not  repaid  within  ten  (10)  trading  days of the
          Maturity  Date, the Note holder shall have the right  institute  legal
          action for collection with the prevailing party entitled to reasonable
          legal fees incurred."

This Amendment shall be governed by and construed in accordance with the laws of
the State of Nevada (other than conflict-of-laws principles). Shareholder hereby
consents to the  jurisdiction  of the State and Federal  courts sitting in Clark
County,  Nevada, for all cases and controversies arising from this Agreement and
acknowledges that said courts are not "inconvenient forums."

IN WITNESS WHEREOF, the parties hereto have each executed and delivered this Amendment as of the day and year set forth below. ASPA GOLD CORP., formerly known as Renaissance BioEnergy Inc., a Nevada Corporation /s/ By: RONALD YADIN LOWENTHAL Date: November 30, 2010 POINT NORTH INVESTMENTS, LLC /s/ By ________________________ Date: November 30, 201