ASCENT ASSURANCE, INC.
                             110 West Seventh Street
                                    Suite 300
                              Fort Worth, TX 76102

                                                                   June 14, 2000


Mr. Patrick H. O'Neill
4001 Briarhaven Court
Fort Worth, TX  76109

Dear Patrick:

     On behalf of Ascent Assurance,  Inc., the undersigned  hereby gives notice,
pursuant to Section 3 of your  Employment  Agreement,  dated as of September 15,
1998,  with the  Corporation  that the  Employment  Agreement is extended  until
September 15, 2001.

                                Very truly yours,

                                Ascent Assurance, Inc.


                                By:  /s/ Paul E. Suckow
                                     Paul E. Suckow