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                                                                   EXHIBIT 10.53
                                     October 14, 1999
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
INSpire Insurance Solutions, Inc.
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Dear ▇▇▇▇:
     This is to confirm our discussions regarding our agreement to waive certain
notice provisions under your employment agreement dated April 28, 1998 with
INSpire Insurance Solutions, Inc. (the "COMPANY"). Section 8(c) of your
employment agreement provides that you may terminate the employment agreement
upon one (l) year written notice. Section 8(d) of the employment agreement
provides that the Company may terminate the employment agreement upon 180 days
notice. In view of the Company's decision to pursue strategic alternatives and
the inherent uncertainty regarding what, if any, alternatives may be pursued, we
have agreed that it would be appropriate to waive the notice requirements under
the employment agreement as described below.
     Accordingly, we agree as follows:
     A.   You agree that no notice of termination of employment may be given by
          you prior to January 1, 2000. After January 1, 2000, you may elect to
          terminate the employment agreement upon 7 days prior written notice to
          the Company. In the event that you elect to terminate the employment
          agreement by giving such notice, you will be entitled to the
          compensation upon termination as specified in Sections 3(c)(ii), 9(a)
          and 9(d) of your employment agreement.
     B.   After January 1, 2000, the Company may elect to terminate your
          employment agreement at any time upon 7 days written notice to you.
     C.   In the event of termination of your employment agreement by you or by
          the Company, you agree to resign as of the date of such termination
          any position you hold as a director or officer of the Company.
     Except as specifically described above, this letter shall not be deemed to
be a waiver or modification of any other provision of your employment agreement.
                                    INSpire Insurance Solutions, Inc.
                                    By: /s/  ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III
                                        -------------------------------------
                                        ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, III, Chairman and CEO
Acknowledged and Agreed:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, III