SURETY HOLDINGS CORP
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>c26627_ex10-2.txt
<TEXT>

Exhibit 10.2
                                 AMENDMENT NO. 1
                                       TO
                            ASSET PURCHASE AGREEMENT

                                      AMONG

                              SURETY HOLDINGS CORP.

                                       AND

                                MILLENNIUM SPORTS
                              & ENTERTAINMENT, INC.

                                       AND

                         MILLENNIUM INTERNATIONAL SPORTS
                              & ENTERTAINMENT, LLC


       Pursuant  to  Section  16 of the Asset  Purchase  Agreement  by and among
Surety Holdings Corp., Millennium Sports & Entertainment,  Inc. ( the "Purchaser
Subsidiary")  and Millennium  International  Sports &  Entertainment,  LLC, (the
"Company").the following instrument amends and modifies Section 2.1 as follows:

       1.     The Purchase  Price  provided for in Section 2.1 is  predicated on
total  revenues  generated  solely from the sale(s) of sports and  entertainment
memorabilia from the Company inventory as set forth on Disclosure Schedule 5.3.

       The  parties  agree  that  additional  revenues  on a net basis  shall be
credited  towards the revenue  requirements  set forth in Section 2.1. By way of
example, in the event the Purchaser  Subsidiary arranges for a guest appearance;
by an athlete,  then the  difference  between  the amount paid by the  Purchaser
Subsidiary  for the  athlete's  appearance  and the amount paid to the Purchaser
Subsidiary for the appearance shall be credited to the revenue targets.

       In all other  respects the Asset Purchase  Agreement  between the parties
remains as drafted and has not been changed or modified.


                               SURETY HOLDINGS CORP., Purchaser

                               By:      /S/ HOWARD R. KNAPP
                               Name:        HOWARD R. KNAPP
                               Title:       Chief Financial Officer, Director

<PAGE>


                               MILLENNIUM INTERNATIONAL SPORTS &
                               ENTERTAINMENT, LLC, Seller

                               By:      /S/ NAT MANZELLA
                               Name:        NAT MANZELLA
                               Title:       Member


                               MILLENNIUM SPORTS & ENTERTAINMENT, INC.
                               Purchaser Subsidiary

                               By:      /S/ HOWARD R. KNAPP
                               Name:        HOWARD R. KNAPP
                               Title:       Chief Financial Officer, Director


                                        2

</TEXT>
</DOCUMENT>
