Exhibit 10.2


Exhibit 10.2 



FIRST AMENDMENT TO
REGISTRATION RIGHTS AGREEMENT 



        This
First Amendment to Registration Rights Agreement (this “First Amendment to
Registration Rights Agreement”) is made as of this 31st day of December, 2003,
between ASCENT ASSURANCE, INC. (the “Company”) and SPECIAL SITUATIONS
HOLDINGS, INC. – WESTBRIDGE (“SPV”). 




WITNESSETH 



        WHEREAS,
the Company and SPV are parties to a Registration Rights Agreement dated as of March 24,
1999 (the “Registration Rights Agreement”), providing, subject to the
terms and conditions thereof, for the registration under the Securities Act of Registrable
Securities owned by Holders; and 



        WHEREAS,
the parties have entered into the Exchange Agreement dated as of December 31, 2003
providing, among other things, for the amendment to the Registration Rights Agreement
contemplated hereby; 



        NOW,
THEREFORE, in consideration of the mutual agreements herein contained and other good and
valuable consideration, the adequacy of which is hereby acknowledged, and subject to the
terms and conditions hereof, the parties hereto hereby agree as follows: 



        Section
1. Definitions. Except as otherwise defined in this First Amendment to Registration
Rights Agreement, terms defined in the Registration Rights Agreement are used herein as
defined therein. 



        Section
2. Amendments. The Registration Rights Agreement shall, effective as of the date
hereof, be amended as follows: 



             2.1.       
          Registration Rights Agreement References. References in the Registration
          Rights Agreement (including references to the Registration Rights Agreement as
          amended hereby) to “this Agreement” (and indirect references such as
          “hereunder”, “hereby”, “herein” and
          “hereof”) shall be deemed to be references to the Registration Rights
          Agreement as amended hereby. 



             2.2.       
          Definitions. (a) Section 1(b) of the Registration Rights
          Agreement shall be amended by adding the following new definition in
          alphabetical order: 



	  	        “Series
B Preferred Stock” means the Series B Convertible Participating Preferred Stock,
par value $.01 per share, of the Company. 







          		    (b)       
               The definition of “Registrable Securities” contained in
               Section 1(b) of the Registration Rights Agreement shall be amended
               by: 



               



          		    (i)       
               Adding to the end of clause (iii) thereof, before the word “and”, the
               following phrase: “or any shares of Common Stock issued upon conversion of
               shares of Series B Preferred Stock”; and 



               



          		    (ii)       
               Adding to the last sentence thereof, after the words “Preferred Stock”
               in the two places that such words appear in such sentence, the following words:
               “or the Series B Preferred Stock”. 



               



        Section
3. Miscellaneous. Except as herein provided, the Registration Rights Agreement
shall remain unchanged and in full force and effect. This First Amendment to Registration
Rights Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same document. This First
Amendment to Registration Rights Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of Delaware, without regard to the principles of
conflicts of laws thereof, as if it were a contract between the Company and SPV made and
to be performed entirely within that State. 



        IN
WITNESS WHEREOF, the parties hereto have caused this First Amendment to Registration
Rights Agreement to be duly executed and delivered as of the day and year first above
written. 




	 	ASCENT ASSURANCE, INC.
	 
	 
	 	By:    Patrick J. Mitchell                  
	 	          Patrick J. Mitchell

          Chief Executive Officer 








	 	SPECIAL SITUATIONS HOLDINGS, INC. – WESTBRIDGE
	 
	 
	 	By:    Alan Freudenstein                  
	 	          Alan Freudenstein

          President