AMENDMENT SIX TO INSURANCE PROCESSING AGREEMENT



This document is Amendment Six to the Insurance  Processing  Agreement  made and
entered into  effective  June 1, 1993, and amended by Amendment One to Insurance
Processing  Agreement dated June 4, 1998;  Amendment Two to Insurance Processing
Agreement  dated  September 25, 1998;  Amendment  Three to Insurance  Processing
Agreement  dated  October  19,  1998;  Amendment  Four to  Insurance  Processing
Agreement  dated December 15, 1998,  and Amendment Five to Insurance  Processing
Agreement  dated March 25,  1999,  (the  "Agreement"),  by and between  American
National Insurance Company ("American National") a Texas corporation, and Legacy
Insurance Processing 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 July 1, 1999, the
     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/ David A. Skup                    By: /s/ David A. Behrens
   ---------------------------              ---------------------------
Title:  CFO                              Title: Executive V.P. of 
      ------------------------                  Independent Marketing
                                               ------------------------
Witness:  Stephanie Molteni              Witness:  Debra Knowles
        ----------------------                   ----------------------
Date:     May 10, 1999                   Date:     May 10, 1999
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