Exhibit 10.2

               AMENDMENT SEVEN TO INSURANCE PROCESSING AGREEMENT


This document is Amendment Seven 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, Amendment Five to Insurance Processing
Agreement dated March 25, 1999, and Amendment Six to Insurance Processing
Agreement dated May 10, 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 August 15, 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:   Chief Financial Officer  Title:   Executive V. P. of Independent
             -----------------------           Marketing
                                               -------------------------------

    Witness: /s/ Galina Coleman       Witness: /s/Debra Knowles
             -----------------------           -------------------------------

    Date:    June 24, 1999            Date:    June 30, 1999
             -----------------------           -------------------------------

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