EXHIBIT 10.2


              AMENDMENT TO EMPLOYMENT AND NONCOMPETITION AGREEMENT

     THIS AMENDMENT TO EMPLOYMENT AND NONCOMPETITION  AGREEMENT ("Amendment") is
executed this 30th day of March,  1999, by and between AMERICAN MEDICAL SECURITY
HOLDINGS,  INC., a Wisconsin  corporation,  (the  "Company")  and a wholly-owned
subsidiary of American  Medical  Security Group,  Inc., a Wisconsin  corporation
("AMSG"), and WALLACE J. HILLIARD, an individual ("Employee").

                                    RECITALS

     WHEREAS,  the Company and Employee are party to that certain Employment and
Noncompetition  Agreement dated December 3, 1996 (the  "Employment  Agreement");
and

     WHEREAS,  the Company and Employee  have  entered into that certain  Option
Surrender Agreement of even date herewith; and

     WHEREAS,  pursuant to Section 5.3 of the Employment Agreement,  the parties
desire to amend the  Employment  Agreement to extend the terms of the Employment
Agreement for a period of two years and three months.

     NOW,  THEREFORE,  in consideration of the foregoing premises and the mutual
agreements  and  covenants  contained  herein,  and for other good and  valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows.

1.        AMENDMENT  TO  TERM  OF  EMPLOYMENT.  Section  1.1 of  the  Employment
          Agreement shall be deleted in its entirety, and the following shall be
          inserted in its place:

                    1.1 TERM OF EMPLOYMENT. The Company hereby employs Employee,
               and Employee  hereby accepts  employment by the Company,  for the
               period commencing on the date hereof and ending on March 3, 2005,
               subject  to  earlier  termination  as  hereinafter  set  forth in
               Article III (the "Employment Term").

2.        AMENDMENT TO POSITION AND DUTIES.  The last sentence of Section 1.2 of
          the Employment  Agreement shall be deleted and the following  inserted
          in its place.

          The Company shall provide such secretarial assistance and office space
          to Employee  during the first five (5) years of the employment term as
          may be  reasonably  requested by Employee;  provided  that the Company
          shall be required to provide  secretarial  assistance and office space
          only to the extent  consistent  with its practice during the first two
          (2) years of this Agreement.

3.        AMENDMENT  TO BASE SALARY  PROVISION.  Section  2.1 of the  Employment
          Agreement shall be deleted in its entirety, and the following shall be
          inserted in its place:

                    2.1 BASE  SALARY.  The Company  shall pay Employee an annual
               salary as follows:  (i)  $750,000 per year during the first year;
               (ii) $500,000 per year thereafter for the shorter of two years or
               such time as  Employee  is not  available  to  devote  Employee's
               entire business time,  attention and energies  exclusively to the
               business  of the Company  (as such  determination  is made by the
               Board of  Directors  including by reason of  "disability"  as set
               forth  in  Section  3.1(c)  hereof);   (iii)  $500,000  per  year
               thereafter  for a period of two years and three  months  ($41,667
               per month);  and  $100,000  per year  thereafter  for a period of
               three  years  ("Base  Salary"),  payable in  accordance  with the
               normal payroll practices of the Company.

4.        OTHER TERMS AND CONDITIONS. Except as set forth in this Amendment, all
          other terms and conditions of the Employment Agreement shall remain in
          full force and effect.

     IN WITNESS  WHEREOF,  the parties have caused this Amendment to be executed
on the date first set forth above.


                             AMERICAN MEDICAL SECURITY HOLDINGS, INC.


                             By:        /S/ TIMOTHY J. MOORE
                                 -----------------------------------------------
                                        Sr. Vice President of Corporate Affairs,
                             Its:       Secretary & General Counsel
                                 -----------------------------------------------


                             EMPLOYEE

                                        /S/ WALLACE J. HILLIARD
                             ---------------------------------------------------
                             Wallace J. Hilliard