Exhibit 10.4

               AMENDMENT EIGHT TO INSURANCE PROCESSING AGREEMENT

This document is Amendment Eight 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, Amendment Six to Insurance Processing Agreement
dated May 10, 1999, Amendment Seven to Insurance Processing Agreement dated June
24, 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:

3.   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, 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."

4.   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 Vice President
                                                       of Independent Marketing
               -----------------------                 ------------------------

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

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

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