AMENDMENT FIVE TO MARKETING AGREEMENT


This document is Amendment Five to the Marketing Agreement made and entered into
effective 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:

3.   Section 3.1 of the  Agreement  is hereby  deleted in its  entirety  and the
     following new Section 3.1 shall be substituted therefor:

     "3.1 Subject to termination as hereinafter  provided,  this Agreement shall
     remain in force and effect  until the close of business on March 31,  1999,
     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."

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


LEGACY MARKETING GROUP                   AMERICAN NATIONAL INSURANCE
                                         COMPANY


By: /s/ R. Preston Pitts                 By: /s/ James E. Pozzi
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Title: PRESIDENT                         Title: EXECUTIVE VICE PRESIDENT
       ---------------------------              ---------------------------

Witness: /s/ Stephanie Molteni           Witness: /s/ Sherry Zimmerman
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Date: 12/18/98                           Date: 12/22/98
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