Exhibit 10(b)


                 AMENDMENT TWO TO INSURANCE PROCESSING AGREEMENT


This document is Amendment Two to the Insurance  Processing  Agreement  made and
entered into,  effective June 1, 1993, and amended by Amendment One to Marketing
Agreement dated September 16, 1993 (the  "Agreement"),  by and between  American
National Insurance Company ("American National") a Texas corporation, and Legacy
Marketing Group ("LMG"), a California corporation.

In  consideration  of mutual  covenants  contained herein , the parties agree as
follows:

1.   Section 6.1 of the  Agreement  is hereby  deleted in its  entirety  and the
     following new Section 6.1 shall be substituted therefore.

     "6.1 Subject to termination as hereinafter  provided,  this Agreement shall
     remain in force and effect  until the close of business on October 1, 1998,
     the initial term of this Agreement. This Agreement may be renewed by mutual
     agreement for successive terms of one (1) year unless  terminated by either
     party by prior  written  notice to the other at least  one  hundred  eighty
     (180) days prior to the end of the initial term or the renewal term."

2.   Except as  specifically  amended  hereby,  all terms and  provisions of the
     Insurance Processing Agreement shall remain in full force and effect.



LEGACY MARKETING GROUP                   AMERICAN NATIONAL INSURANCE
                                         COMPANY

By           /s/ R. Preston Pitts        By:          /s/ James Pozzi

Title:       President                   Title:       Senior Vice President

Witness:     /s/ Karen Obendorf          Witness:     /s/ David Skup

Date:        June 4, 1998                Date:        June 4, 1998