AMENDMENT THREE TO INSURANCE PROCESSING AGREEMENT


This document is Amendment Three to the Insurance  Processing Agreement made and
entered  into,  as of June 1, 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 therefor:

     "6.1 Subject to termination has hereinafter provided,  this Agreement shall
     remain in force and effect  until the close of business on January 1, 1999,
     the initial term of this Agreement. This Agreement may be renewed by mutual
     agreement for additional 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/ J. Pozzi
         -------------------------------        --------------------------------

      Title: President                       Title: Executive Vice President
            ----------------------------           -----------------------------

      Witness: /s/ Anne Sedleniek            Witness: N. Abraham
              --------------------------             ---------------------------

      Date: September 25, 1998               Date: October 28, 1998
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