1


                                  EXHIBIT 10.2

               AMENDMENT TWELVE TO INSURANCE PROCESSING AGREEMENT

This document is Amendment Twelve 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, Amendment Eight to Insurance Processing Agreement dated August 5,
1999, Amendment Nine to Insurance Processing Agreement dated October 1, 1999,
Amendment Ten to Insurance Processing Agreement dated January 31, 2000, and
Amendment Eleven to Insurance Processing Agreement dated March 1, 2000 (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 31, 2000,
       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/ Lori Hererra
                   ------------------                          ----------------

       Date:       April 19, 2000                  Date:       April 27, 2000
                   --------------                              --------------