First Amendment to Employment Agreement Between
               Thomas M. Fogt and AmVestors Financial Corporation
                             Dated January 1, 1997


     THIS FIRST AMENDMENT, to be effective May 28, 1997, is attached to and made
part of that certain  Employment  Agreement between Thomas M. Fogt and AmVestors
Financial Corporation ( the "Company") dated January 1, 1997.
     IN CONSIDERATION of the mutual promises  provided herein,  Mr. Fogt and the
Company hereby agree as follows:
Section 1.1 is hereby deleted and replaced with the following new Section 1.1:

1.1 Full-time

     The  Company  has  agreed  to  employ  you,  and you have  agreed to accept
employment with the Company in connection with the preparation  stage of project
"Hornet" as set forth below. For purposes of this Agreement,  the term "Company"
shall include AmVestors and all of its subsidiaries and affiliates.

     During the term of your  employment  you will not be required to commute to
the home office of the  Company  everyday,  except as  required to perform  your
duties in connection with project "Hornet" or such other duties as assigned from
time to time by the  Chief  Executive  Officer  or the  Board of  Directors.  In
addition, and notwithstanding  Section 4.2a or 4.2b(1) or any other provision of
this Agreement to the contrary, during the term of your employment, you shall be
free to seek other employment or pursue other business interests as long as such
interests  are  not  detrimental  to  the  business  of the  Company  and do not
interfere with your duties hereunder.

Section 1.2 is hereby deleted and replaced with the following new Section 1.2:

1.2 Duties

     Your title,  which may be changed from time to time by the Chief  Executive
Officer, or the Board of Directors,  in its discretion,  shall be Executive Vice
President - Corporate Development.

     You shall be  responsible  for the duties  assigned by the Chief  Executive
Officer or the Board of Directors  of the Company from time to time,  including,
but not limited to, the preparation stages of project "Hornet".

Section 2.1 is hereby deleted and replaced with the following new Section 2.1:
85<PAGE>

2.1 Term of Employment

     Subject to the terms and conditions  hereof,  this Agreement shall continue
in force until the earlier of the  consummation of project "Hornet" or March 31,
1998. For purposes of this  Agreement,  consummation  of project  "Hornet" shall
mean the date upon the  occurrence  of a Change of Control  (as  defined in that
certain  Incentive  Stock  Option  Agreement  dated March 27,  1997  between the
Company and Mr. Fogt).

Section 2.2b is hereby deleted and replaced with the following new Section 2.2b:

b. Voluntary Severance

     Your employment  under this Agreement may be terminated by you, upon thirty
(30) days prior written  notice to the Company.  All  compensation  and benefits
provided at the Company's expense,  as described in Section 3 of this Agreement,
shall  terminate  on the  date of your  termination  under  this  Section  2.2b.
Notwithstanding  the  foregoing,  you shall be entitled to receive all severance
benefits  provided  in  Section  3.5.  Nothing  in this  Section  2.2b  shall be
construed to limit any rights provided in any stock option agreement  granted to
you prior to your termination.

Section 2.2c is hereby deleted in its entirety.

Section 3 is hereby amended to include the following new Section 3.5:

Section 3.5 Severance Benefits

     Upon the earlier of the  occurrence  of a voluntary  severance  pursuant to
Section  2.2b,  Change of Control,  as defined in that certain  Incentive  Stock
Option  Agreement dated March 27, 1997 between the Company and you, or March 31,
1998,  you shall be entitled to receive a  severance  benefit  equal to one full
years salary  ("Severance  Benefit").  The Severance Benefit shall be payable in
equal  bi-monthly  installments  for  the  twelve  (12)  months  following  your
severance as set forth in this Section 3.5.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be executed
this 28 day of May, 1997.


AmVestors Financial Corporation                      Agreed and Accepted


By:/s/Ralph W. Laster, Jr.                              /s/ Thomas M. Fogt
Title: Chairman & CEO                                       Thomas M. Fogt
86