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                                                                Exhibit (10)(13)


                                 AMENDMENT NO. 1

                                       TO

                        CENTRAL RESERVE LIFE CORPORATION
                         COMMON SHARES PURCHASE WARRANT


                  THIS AMENDMENT is made as of the 30th day of March, 1998 by
and between Peter W. Nauert ("Warrantholder") and Central Reserve Life
Corporation, an Ohio corporation (the "Corporation").

                  WHEREAS, the Company has issued to the Warrantholder that
certain Central Reserve Life Corporation Common Shares Purchase Warrant, dated
as of December 16, 1997 (the "Warrant"); and

                  WHEREAS, the parties hereto desire to amend the Warrant to
extend the date by which the Company must file a registration statement to
effect registration of the resale of the Warrant Shares (as such term is defined
in the Warrant).

                  NOW THEREFORE, in consideration of the mutual promises and
conditions of this Amendment, and other good and valuable consideration, the
parties hereto agree as follows:

                  1. The first sentence of paragraph 7 of the Warrant is hereby
amended and restated in its entirety to read as follows:

                           7. REGISTRATION STATEMENT. The Company shall, at its
                  expense, file a registration statement with the United States
                  Securities and Exchange Commission to effect the registration
                  of the resale of the Warrant Shares under the Securities Act
                  within 30 days after the earlier to occur of (i) the closing
                  of the transactions contemplated by that certain Amended and
                  Restated Stock Purchase Agreement (the "Stock Purchase
                  Agreement"), dated as of March 30, 1998, by and among
                  Strategic Acquisition Partners, LLC, Insurance Partners, L.P.,
                  Insurance Partners Bermuda (Offshore), L.P. and the Company or
                  (ii) the termination of the Stock Purchase Agreement; PROVIDED
                  that the Warrantholder shall not sell any Warrant Shares
                  pursuant to such registration statement unless and until it
                  provides to the Company such information as the Company may
                  reasonably request for use in connection with the
                  identification of the Warrantholder as a selling stockholder
                  in such registration statement or prospectus.

                  2. Except as specifically amended herein, the Warrant shall
  remain in full force and effect.


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                  3. This Amendment shall be governed by and construed in
  accordance with the internal substantive laws of the State of Ohio applicable
  to contracts made and to be performed wholly within said State.

                  4. This Agreement may be executed simultaneously in two or
  more counterparts, each of which shall be deemed an original, but all of which
  together shall constitute one and the same instrument.

                  IN WITNESS WHEREOF, each of the parties hereto has caused this
  Amendment to be executed as of the date first above written.


                                  /s/ Peter W. Nauert
                                 -------------------------------------
                                 Peter W. Nauert


                                 Central Reserve Life Corporation


                                 By: /s/ Fred Lick, Jr.
                                    -----------------------------------

                                 Its: /s/ Chairman and C.E.O.
                                      ---------------------------------