EXHIBIT 10(C)(28)


                        ADMINISTRATIVE SERVICES AGREEMENT

THIS  ADMINISTRATIVE  SERVICES  AGREEMENT  ("Agreement")  is  entered  into  and
effective on the 15th day of February,  2003, by and between  American  National
Insurance Company,  hereinafter referred to as "American National," an insurance
company  organized  under the laws of the state of Texas,  and Legacy  Marketing
Group,  hereinafter  referred  to  as  "LMG,"  a  California  corporation,  with
reference to the following facts:

WHEREAS,  American  National  and LMG  have  entered  into a  certain  Marketing
Agreement,  hereinafter  referred to as the "Marketing  Agreement,"  pursuant to
which certain insurance business is to be marketed by LMG;

WHEREAS, that American National desires to have LMG provide services to American
National  with  respect to this  business  and LMG is  willing  to provide  such
services, subject to the terms and conditions of this Agreement.

NOW,  THEREFORE,  in consideration of the foregoing recitals and mutual promises
hereinafter  contained  and other good and valuable  consideration,  the LMG and
American National hereto do agree as follows:

1. SERVICES

From and  after  the date of this  Agreement,  LMG  agrees  to  perform  certain
American National accounting and contract service functions. Such accounting and
contract service functions shall consist of the activities described in APPENDIX
C but only for the policies  recited in APPENDIX A, and policies added by formal
amendment.  Consideration for such accounting and service functions is set forth
in APPENDIX B. The term "Policies," as used throughout this Agreement,  shall be
deemed to encompass all policies,  certificates  and contracts  issued by LMG on
behalf of  American  National.  Furthermore,  the term  "Policyholder,"  as used
throughout  this  Agreement,  shall be deemed to encompass all contract  owners,
including policyholders and certificateholders.

2. QUALITY AND LIMITATION OF SERVICES

2.1 All services to be provided by LMG under this  Agreement  shall be performed
in a professional  manner  consistent with industry  standards and in accordance
with all applicable laws and regulations.  With respect to Services described in
Section 1 above,  LMG's performance of those activities shall be consistent with
its normal and customary business practices.

2.2 LMG may rely on instructions of any person indicated on American  National's
"Schedule of Authorized  Personnel," attached hereto as APPENDIX D. Each of such
persons is  authorized to give  instructions  under this Section with respect to
any matter arising in connection with this Agreement.


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3. TERM, TERMINATION, ASSIGNMENT AND MODIFICATION OR AMENDMENT

3.1 Subject to termination as hereinafter provided,  this Agreement shall remain
in force and effect for a period of five (5) years,  the term of this Agreement.
This Agreement shall be renewed by mutual  agreement for successive terms of one
(1) year unless terminated by either party as provided herein.

3.2 The termination of this Agreement is governed by the following provisions:

     (a)  American  National or LMG may terminate  this Agreement or any renewal
          thereof,  without cause,  upon twelve (12) months prior written notice
          to the other signed by authorized  personnel,  as provided in APPENDIX
          E.

     (b)  This  Agreement  may  be  terminated  by  mutual  agreement  of LMG or
          American  National at any time.  Such  termination  shall be signed by
          authorized personnel of both parties, as shown in APPENDIX D.

     (c)  If either  American  National  or LMG  shall  materially  breach  this
          Agreement or be materially in default in the performance of any of its
          duties and  obligations  hereunder (the defaulting  party),  the other
          party  shall give  written  notice  thereof,  as signed by  authorized
          personnel, as provided in APPENDIX D, to the defaulting party. If such
          default  or breach is not cured  within  ninety  (90) days  after such
          written notice is given, then the party giving such written notice may
          terminate  this  Agreement  with  thirty  (30)  days  notice  of  such
          termination to the defaulting party.

     (d)  At least  ninety  (90) days prior to the end of any term  hereof,  LMG
          shall give American National written notice if LMG desires to increase
          its fees or charges to  American  National  or to change the manner of
          payment or to change  any of the other  terms and  conditions  of this
          Agreement.  American  National must respond to such request in writing
          within sixty (60) days of receipt. If LMG and American National do not
          agree to such changed fees and charges,  the manner of payment  and/or
          the other  proposed  changes,  before the end of the term during which
          such notice is given by LMG, or if LMG does not  withdraw the proposed
          changes,   this  Agreement  may  terminate  following  the  provisions
          indicated in Section 3.1(a).

     (e)  Notwithstanding anything herein to the contrary,  American National or
          LMG may terminate this Agreement or any renewal  thereof,  with cause,
          immediately by written notice, as signed by authorized  personnel,  as
          provided in APPENDIX D, to the other.  Cause is defined as fraudulent,
          criminal,  unethical  activity or blatant  disregard for the terms and
          conditions of this Agreement.


     (f)  If LMG elects to terminate this  Agreement for other than  non-payment
          of fees and  charges  and if  American  National  shall so  request in
          writing,  LMG shall continue to provide the services  described herein
          to  American  National  for  a  period  of up to  twelve  (12)  months
          following such termination,  such service to be provided in accordance
          with the terms of this  Agreement  and at customary  fees in effect at
          that time,  as set forth in APPENDIX B. Such  customary  fees shall be
          reviewed (and re-negotiated, if required) annually by LMG and American
          National.


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     (g)  Termination  of this  Agreement  by  default  or  breach  by  American
          National  shall  not  constitute  a  waiver  of any  rights  of LMG in
          reference to services performed prior to such termination; termination
          of this  Agreement by default or breach by LMG shall not  constitute a
          waiver by American  National  of any other  rights it might have under
          this Agreement.

     (h)  In the event that this  Agreement is  terminated  for any reason,  LMG
          agrees that, in order to assist in providing  uninterrupted service to
          American  National,  LMG shall  offer  all  necessary  information  to
          American  National's   employees  or  agents  that  will  assist  said
          employees or agents in  effectuating  the conversion of the records of
          American National from the LMG system to whatever service or system is
          selected by American  National,  subject to  reimbursement  to LMG for
          such  assistance at the customary  fees in effect at that time, as set
          forth in APPENDIX B. Such necessary information shall include, but not
          be limited to, providing physical and/or electronic access to:

          Actuarial Product Specifications
          Product/Plan Table File Definitions & Data
          Product/Plan   Financial   History  File   Definitions  &  Data
          Product/Plan  Premium & COI Rate File Definitions & Data
          Product Agent Compensation  Schedules
          Product/Plan  Correspondence
          Policy/Contract Master Record File Field  Definitions
          Policy/Contract  Master Record File Data
          Policy/Contract  Application Files & Related  Correspondence
          Lapsed Policy  History/Archive  File  Definitions & Data
          Agent/Client Complaint Files & Data.

          As used herein,  the term  "Product"  includes all related  riders and
          benefits.

     (i)  LMG and American  National  shall  provide  fifteen (15) days' written
          notice  of  termination  or  cancellation  of  the  agreement  to  the
          appropriate Departments of Insurance.  American National shall fulfill
          any lawful  obligations  with  respect  to  policies  affected  by the
          written agreement,  regardless of any dispute between LMG and American
          National.

     (j)  *


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     (k)  *


     (l)  *


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<PAGE>


     (m)  *

     (n)  *

3.2 Neither  party may assign or delegate  all or any part of its rights  and/or
duties  under this  Agreement  without  the  written  consent of the other party
signed by authorized personnel as shown in APPENDIX D.

3.3 This Agreement may be modified or amended at any time by mutual agreement of
LMG and American  National,  provided the  modifications  or  amendments  are in
writing and signed by authorized personnel, as provided in APPENDIX D.

4. INSPECTIONS OF RECORDS AND RECORDS MAINTENANCE

4.1 This Agreement  shall be retained as part of the official record of both LMG
and American  National for the duration of the agreement and for seven (7) years
after the termination of this Agreement.

4.2 LMG will maintain  complete  books and records of all  transactions  between
LMG, American National,  and the contract owners. LMG will preserve detailed and
adequate books and records of all administered  transactions among LMG, American
National and contract owners, sufficient to permit the insurer to fulfill all of
its contractual obligations to contract owners. These books and records shall be
maintained in accordance with prudent standards  generally  accepted in business
insurance record keeping. The documentation will contain all pertinent documents
in  sufficient   detail  to  maintain  complete  dates,   events,   and  persons
participating  in  those  insurance  events.  The  books  and  records  shall be
maintained  throughout  the agreement and for a minimum period of ten (10) years
after the completion of the entire the  transaction  to which they  respectively
relate.

4.3 *. American  National  shall  have  continuing  right to access and copy all
accounts and records maintained by LMG related to American National's  business.
Any appropriately authorized governmental agency shall have access to all books,
bank  accounts,  and  records of LMG and  American  National  for the purpose of
examination,   inspection,   and  audit.   All  information   contained  in  the
aforementioned  books and  records,  including  the  identity  and  addresses of
policyholders  shall be kept  confidential,  except that such information may be
used  in  proceedings  instituted  against  LMG,  or  otherwise  required  to be
disclosed by proper federal, state or regulatory agencies or by court order.


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4.4 American National shall have on-line access to the American National policy
information maintained on LMG's policy administration system and on-line access
to its accounting system. LMG will provide policyholder information on request
by American National within a time period mutually agreeable and appropriate
with the request.

4.5 In the event that LMG and American National cancel this Agreement, LMG may,
by written agreement with American National, transfer all records to a successor
administrator or to American National rather than retain them for the
aforementioned period. If LMG transfers the records to a successor administrator
or to American National, LMG is no longer responsible for retaining such
records. Any successor third party administrator shall acknowledge in writing to
LMG that it is responsible for retaining the records for which LMG had
previously been responsible.

5. RIGHTS AND RESPONSIBILITIES OF AMERICAN NATIONAL

5.1 American National shall be responsible for the following:

     (a)  It is the sole  responsibility  of  American  National  to provide for
          competent administration of its programs.

     (b)  Subject to  American  National's  approval  in  writing,  in  advance,
          American National shall be responsible for researching, obtaining, and
          the  registration  of any service marks issued by the U.S.  Patent and
          Trademark  Office  for the  products  developed  by LMG  and  American
          National, and any costs associated therewith.

     (c)  American  National  shall be  responsible  for product  filing and any
          costs associated therewith. The parties may, by mutual agreement, hire
          a product filing  consultant for whose fees American  National will be
          responsible.

     (d)  American  National  shall be  responsible  for the  establishment  and
          maintenance of any group trusts  associated  with such product filings
          and any costs associated therewith.

     (e)  American  National shall be responsible  for determining the benefits,
          premium rates,  underwriting  criteria,  and claims payment procedures
          applicable to such coverage and for securing reinsurance, if any.

     (f)  American  National  shall  have the  sole  responsibility  for  filing
          advertising  materials  in  those  states  that so  require  prior  to
          approving  their use by LMG.  All costs  associated  with such filings
          will be the responsibility of American National.

     (g)  American  National shall, at least  semiannually,  conduct a review of
          operations  of LMG. At least one such review will be an on-site  audit
          of the  operations of LMG.  American  National shall forward an agenda
          for such  audit at least  five (5) days in  advance  of the  scheduled
          audit.

     (h)  American  National shall  immediately,  within five (5) business days,
          provide LMG with written  notice of any change of authority of persons
          authorized and enumerated in APPENDIX D.


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     (i)  American  National  shall,  within  five (5)  days,  provide  LMG with
          written  notice of any change of authority of persons  authorized  and
          enumerated  in  APPENDIX  D  to  provide  LMG  with   instructions  or
          directions  relating  to services  to be  performed  by LMG under this
          Agreement.

6. RIGHTS AND RESPONSIBILITIES OF LMG

6.1 LMG  shall,  in all  cases and at all  times,  observe  and obey the  rules,
regulations, instructions and directives of American National which are provided
herein or such notice that  American  National  has  provided to LMG in writing,
from time to time and at any time, promulgate for its operations,  and shall not
bind  American  National  in  contravention  of  any  such  rules,  regulations,
instructions, or directives.

6.2 LMG shall handle all  correspondence  of a routine  nature and other general
functions  necessary for satisfactory  administration of the insurance and shall
maintain files relative  thereto.  Specific services are outlined in APPENDIX C.
Subject to American  National's  right to approve the  resolution  thereof,  LMG
shall handle all insurance department  complaints and inquiries and policy owner
and beneficiary  complaints,  whether written or oral, and all attorney  letters
containing   complaints  and  any  other  complaints  related  to  the  policies
administered  hereunder.  LMG will notify  American  National of complaints from
regulatory agencies within twenty-four (24) hours of receipt thereof. Details of
such complaints will be forwarded to American  National within five (5) business
days.  However,  American  National  will  respond  to  summons  and  complaints
commencing legal actions on its own behalf.

6.3 LMG will provide written notice,  approved in writing by American  National,
to policyholders advising them of the identity of American National and LMG, and
the relationship between LMG, the policyholder, and American National.

6.4 When a policy  is  issued  to a  trustee  or  trustees,  a copy of the trust
agreement and any amendment thereto,  shall be furnished to American National by
LMG and  shall  be  retained  as part of the  official  records  of both LMG and
American  National  for the  duration  of the  policy  and  for  six  (6)  years
thereafter.

6.5 LMG will only use  advertising  pertaining to the business  underwritten  by
American  National that American  National has approved in writing in advance of
its use. If so required,  American  National  shall obtain the prior approval of
the appropriate  Department of Insurance before approving advertising for use by
LMG, as provided for in Section 5.1(f) of this Agreement.

6.6 LMG will  act only in the  capacity  in  which it is so  licensed.  LMG will
comply with all of the relevant  provisions  contained in applicable Third Party
Administrator  statutes.  If any provision of this Agreement is in conflict with
the laws of the State which  governs  this  Agreement,  such  provision  will be
deemed to be  amended to conform  with such  laws.  Further,  if the laws of the
State which govern this Agreement require the inclusion of certain provisions of
relevant statutes,  this Agreement shall be deemed to be amended to conform with
such laws.

6.7 *

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course of business at LMG's standard rates illustrated in APPENDIX B. Such costs
will be mutually  agreed upon in writing,  as signed by authorized  personnel in
APPENDIX D, prior to the commencement of such modifications.

6.8 LMG will possess and maintain an adequate  fidelity and/or surety bond as so
required  in the  states in which it is  compelled  to do so. LMG will file such
bond, if so required, with the appropriate agency. The bond shall be executed by
a corporate insurer  authorized to transact business in the states which mandate
the maintenance of such bond.

6.9 LMG will possess and maintain at all times errors and omissions  coverage or
other  appropriate  liability  insurance,  written by an insurer  authorized  to
transact business in the states which mandate the maintenance of such insurance.
Such  coverage  will  comply with the  requirements  of the states in which such
insurance coverage is required and such coverage shall be in a minimum amount of
*  per  occurrence  *  aggregate  in a  form  acceptable  to  American  National
underwritten by a company rated by A.M. Best as A- or better.

7. GENERAL PROVISIONS

7.1 LMG and American National agree this Agreement is an honorable  undertaking,
and agree to cooperate each with the other in carrying out its provisions.

7.2 If any clause,  paragraph,  term,  or provision of this  Agreement  shall be
found to be void or unenforceable by any court of competent  jurisdiction,  such
finding  shall  have no  effect  upon any  other  clause,  paragraph,  term,  or
provision of this Agreement, and same shall be in full force and effect.

7.3 For any notice under this Agreement, notice shall be sufficient upon receipt
if sent via US Mail,  postage prepaid,  registered or certified,  return receipt
requested,  or via nationally  known  courier.  Such notice shall be directed as
follows:

To LMG:                    Legacy Marketing Group
                           Lynda Regan, Chief Executive Officer
                           Preston Pitts, President
                           2090 Marina Avenue
                           Petaluma, California 94954

With copy to:              Stokes Lazarus Carmichael LLP
                           80 Peachtree Park Drive, N.E.
                           Atlanta, Georgia 30309

To American National:      American National Insurance Company
                           Richard Ferdinandtsen, President, Chief
                           Operating Officer
                           Kelly Wainscott, Vice President,
                           Independent Marketing
                           David Behrens, Executive Vice President,
                           Independent Marketing
                           One Moody Plaza
                           Galveston, Texas 77550-7999

With copy to:              Frederick E. Black, Greer, Herz and Adams LLP
                           One Moody Plaza, 18th Floor
                           Galveston, Texas 77550-7999


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7.4 LMG and American National expressly  represent and warrant that each has the
authority  to enter  into this  Agreement  and that it is not or will not be, by
virtue of entering  into this  Agreement  or  otherwise,  in breach of any other
agreement  with any other  insurance  company,  association,  firm,  person,  or
corporation.

7.5 The persons  signing this  Agreement on behalf of American  National and LMG
warrant,  covenant,  and  represent  that they are  authorized  to execute  this
document on behalf of such corporations pursuant to their bylaws or a resolution
of their boards of directors.

7.6 LMG is an independent contractor.  Nothing contained in this Agreement shall
be  construed  to create the  relationship  of  employer  and  employee  between
American National and LMG, nor shall LMG's employees be considered  employees of
American National for any purpose.

7.7 This  Agreement  is the result of mutual  negotiations  between  the LMG and
American National shall not be deemed to have been prepared by either party, but
by both equally. The headings of the several paragraphs contained herein are for
convenience  only and do not define,  limit,  or construe  the  contents of such
paragraph.

7.8 This  Agreement,  including  APPENDICES A, B, C, D, and E and the provisions
thereof, and the separate Marketing  Agreement,  constitute the entire agreement
entire agreement between the parties.  No modifications  hereof shall be binding
upon the parties  unless such  Amendment is in writing and signed by  authorized
personnel,  as shown in  APPENDIX  D.  This  Agreement  shall  be  governed  and
construed in accordance with the laws of the State of Texas.

7.9 Any policies, certificates,  booklets, termination notices, or other written
communications  delivered  by American  National to LMG for  delivery to insured
parties or covered  individuals  shall be  delivered by LMG within ten (10) days
after  receipt of  instructions  from American  National to deliver them.  Costs
associated  with the  distribution  of items not  normally  distributed  will be
reviewed on a case by case basis to determine the responsible  party and will be
mutually agreed upon by American National and LMG.

7.10 Payment to LMG of any premiums or charges for  insurance by or on behalf of
the insured  party shall be deemed to have been  received by American  National,
and the  payment of return  premiums  or claim  payments  forwarded  by American
National  to LMG shall not be deemed to have been paid to the  insured  party or
claimant until such payments are received by the insured party or claimant.

7.11  Currently,  LMG does  not  perform  underwriting  for  American  National;
however,  if granted  such  authority,  LMG will  comply  with all  underwriting
standards   established  by  American  National  and  adhere  to  all  pertinent
provisions contained in applicable Third Party Administrator statutes.  American
National shall be responsible for the underwriting or other standards pertaining
to the business underwritten by American National.

7.12 Each party  shall be  excused  from  performance  for any period and to the
extent that the party is prevented from performing any services,  in whole or in
part as a result delays caused by an act of God, war, civil  disturbance,  court
order,  labor dispute,  or other cause beyond that parties  reasonable  control,
including,  failures or  fluctuations  in electrical  power,  heat,  light,  air
conditioning, or


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telecommunications  equipment and such non-performance shall not be a default or
a ground for termination of this Agreement.

7.13 In the event a malfunction of the LMG systems causes an error or mistake in
any  record,  report,  data,  information  or  output  under  the  terms of this
Agreement,  LMG shall at its expense correct and reprocess such records.  In the
event American  National  discovers any such errors or mistake it shall,  within
three (3) days after  discovery,  notify LMG in writing of such error or mistake
in any  record,  report,  data,  information  or  output  received  by  American
National.

7.14 In the event LMG is unable to perform  its  obligations  under the terms of
this Agreement because of causes beyond LMG's control, including but not limited
to strikes,  equipment or transmission  failure or damage, LMG will use its best
efforts to assist American National to obtain alternate sources of service.  LMG
will not be liable for any damages resulting from such causes. American National
will be the off-premises  site for storage of backup computer systems and files.
There  will be no  charge  to LMG for this  storage  function.  At any time that
American  National  would need to perform  backup  processing  for LMG, LMG will
reimburse American National for its actual processing costs.

7.15 In no event and under no circumstances,  however,  shall either party under
this  Agreement  be liable  to the  other  party  under  any  provision  of this
Agreement for lost profits or for exemplary,  speculative,  special, punitive or
consequential damages.

7.16 Any claim or dispute arising out of or relating to this  Agreement,  or any
breach  thereof,  shall be finally  determined  and settled  pursuant to binding
arbitration  in  Houston,  Texas,  by one  arbitrator,  to be agreed upon by the
parties.  The  arbitrator  shall be an attorney  licensed to practice law in the
state of Texas.  Should the  parties  fail to agree on an  arbitrator  then each
party  shall  appoint  one  arbitrator  who shall  then agree to appoint a third
arbitrator.  In such an event, the first two arbitrators will not be required to
participate  and the final  arbitrator  may  conduct the  arbitration  as a sole
arbitrator.   Should  one  party  fail  to  appoint  an   arbitrator  as  herein
contemplated then the choice of the other party shall be the sole arbitrator. If
the two  arbitrators  appointed  by or on behalf of the parties as  contemplated
herein fail to appoint a third arbitrator within ten (10) days after the date of
the  appointment of the last  arbitrator,  then any person sitting as a District
Judge in Houston,  Texas,  upon  application  of either party,  shall appoint an
arbitrator  to fill such  position with the same force and effect as though such
arbitrator  had been  appointed or herein  contemplated  with the same force and
effect as though such arbitrator had been appointed or herein contemplated.

The  arbitration  proceeding  shall  apply the laws of the state of Texas and be
conducted in accordance  with the Commercial  Arbitration  Rules of the American
Arbitration  Association.  The cost of  arbitration  (exclusive of attending the
arbitration,  and of the fees and expenses of legal counsel to such party, to be
borne by each party) shall be shared equally by American National and LMG unless
such arbitrator  deems it just to allow one party to recover such costs from the
other.  The  arbitration  award shall be final and  conclusive and shall receive
recognition  and  judgement  upon such award may be entered and  enforced in any
court of competent jurisdiction.

7.17 LMG hereby indemnifies and holds harmless American National,  its officers,
directors,  employees  and  representatives  from any and all  claims,  damages,
expenses,  liabilities,  losses,  causes of action,  costs and  obligations,  of
whatever kind or nature, whether joint and several or otherwise (including,  but
not limited to,  attorneys'  fees and expenses and amounts paid in settlement of
any claims or liabilities) to any third party,  arising out of LMG's  fraudulent
or negligent act(s) or omission(s); LMG's failure to comply


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with the  terms of this  Agreement;  LMG's  failure  to  comply  with any law or
regulation  with  respect to its duties  hereunder  except that LMG shall not be
required to indemnify or hold harmless American National for any act or omission
of LMG which was directed orally or in writing by American National, or required
by American National under the Agreement.

American  National  hereby  indemnifies  and holds  harmless  LMG, its officers,
directors,  employees  and  representatives  from any and all  claims,  damages,
expenses,  liabilities,  losses,  causes of action,  costs and  obligations,  of
whatever kind or nature, whether joint and several or otherwise (including,  but
not limited to,  attorneys'  fees and expenses and amounts paid in settlement of
any  claims  or  liabilities)  to any  third  party,  arising  out  of  American
National's  fraudulent or negligent act(s) or omission(s);  American  National's
failure to comply with the terms of this Agreement;  American National's failure
to comply with any law or regulation with respect to its duties  hereunder;  and
any  actions or  omissions  of LMG which were  directed  orally or in writing by
American National, or required by American National under the Agreement.

Without in any way limiting the above reciprocal  indemnifications,  the parties
hereto expressly agree that neither party shall be prohibited under this section
from  seeking  such  indemnification  on  the  basis  that  such  party  seeking
indemnification is itself negligent.  Provided,  however, that no party shall be
liable for that portion of the claims, damages, liabilities, losses or causes of
action  resulting from the negligence of the other party,  or resulting from the
negligence  of any third party,  whether or not such third party is named in the
lawsuit.

In lawsuits  brought  against both parties by a third party,  the parties  agree
that each shall work  together in a good faith effort to defend  against  and/or
settle such lawsuits  brought by a third party. In lawsuits  brought against one
but not both  parties,  to the extent  practicable,  all efforts will be made to
defend or settle the claim  with such third  party  without  bringing  the other
party into the initial lawsuit. In any case, each party shall assert and protect
all  mutual  privileges  of  one  another,  including  but  not  limited  to the
attorney-client  privilege,  the joint defense privilege,  and the attorney work
product privilege.  Notwithstanding the foregoing,  nothing herein shall prevent
LMG or American National from seeking  indemnification from the other party in a
separate  arbitration or other  proceeding  without the constraints of the joint
defense privilege or joint attorney work product privilege.

The parties hereto  expressly agree that, prior to the institution of any action
or the filing of any claim against one another  under this section,  the parties
will  confer  directly  in good  faith to resolve  any  disputes.  For  American
National,  such  discussions  shall  involve  * or *,  or  their  successors  or
designees.  For LMG, such discussions shall involve Lynda Regan, Chief Executive
Officer, or Preston Pitts, President, or their successors or designees.

8. PROPRIETARY, CONFIDENTIALITY AND PRIVACY OF INFORMATION.

8.1  Proprietary  and  Confidentiality.  Each party  acknowledges  that  certain
information  received  from the other  may be  proprietary  and/or  confidential
(referred  to  herein  as  "Confidential   Information")  in  nature.  All  such
Confidential  Information  shall be used by each party  solely for  purposes  of
soliciting insurance pursuant to this Agreement. Except as required by law or to
inform the  appropriate  party or its officers,  directors,  employees,  agents,
affiliates or contractors (collectively referred to herein as "Affiliates"), for
the purpose of  compliance  with or  negotiation  of or  performance  under this
Agreement,  neither party shall disclose the contents of this Agreement to third
parties (other


                                  Page 11 of 25

<PAGE>

than  Affiliates)  without  the  other's  written  approval,  which shall not be
unreasonably withheld or delayed.

8.2 Privacy. To protect Confidential  Information each party shall: (i) keep all
Confidential  Information  in strict  confidence;  (ii)  prevent  disclosure  of
Confidential  Information  to  third  parties  (except  for  Affiliates  with  a
need-to-know);  (iii) promptly notify the other of any loss or unauthorized  use
or disclosure of or access to Confidential Information; and (iv) promptly notify
the other  upon  receipt  of a request  or demand  pursuant  to law to  disclose
Confidential  Information,  so that the appropriate  party may seek a protective
order  or  similar  remedy.  For  the  purpose  of  this  Agreement,   the  term
"Confidential  Information"  shall not  include  information  that is: (a) in or
becomes  part of the  public  domain  other  than  pursuant  to a breach of this
Agreement;  (b) independently  developed;  (c) rightfully  obtained from a third
party without an obligation of confidentiality;  (d) known prior to date of this
Agreement without obligation of confidentiality; or (e) required to be disclosed
by legal or regulatory authority.

8.3 Non-Public Personal Information.  All capitalized terms used in this Section
8 and not otherwise  defined shall have the meanings  throughout  this Agreement
set forth in the Federal "Privacy of Consumer Financial Information"  Regulation
(12 CFR Part 40),  as  amended  from time to time  (the  "Privacy  Regulation"),
issued pursuant to Section 504 of the  Gramm-Leach-Bliley Act (15 U.S.C. 6801 et
seq.). The parties  acknowledge that the Privacy Regulation governs  disclosures
of Nonpublic  Personal  Information  about  Consumers  and  Customers,  and that
Nonpublic  Personal  Information is included in the definition of  "Confidential
Information"  in this  Agreement.  Each party  hereby  agrees  that as the party
receiving or maintaining  Nonpublic Personal Information (the "Receiving Party")
it shall:

     (a)  comply  with the  terms  and  provisions  of the  Privacy  Regulation,
          including,  without limitation,  the provisions regarding the sharing,
          collection,  access and use of  Nonpublic  Personal  Information,  the
          provisions  regarding  notice  and  opt-out   requirements,   and  the
          provisions  regarding the limitations on the sharing of account number
          information for marketing purposes;

     (b)  not disclose or use any Nonpublic Personal Information that it obtains
          from the other party (the "Disclosing  Party") except to carry out the
          purposes  for which  the  Disclosing  Party  provided  such  Nonpublic
          Personal  Information;

     (c)  not make any changes to its security  measures that would increase the
          risk of unauthorized  access,  use or disclosure of Nonpublic Personal
          Information;

     (d)  not  disclose  any  Nonpublic  Personal  Information  provided  by the
          Disclosing  Party to any  other  entity,  without  the  prior  written
          consent of the Disclosing Party;

     (e)  at any  time,  upon the  Disclosing  Party's  request,  return  to the
          Disclosing  Party all of the  Disclosing  Party's  Nonpublic  Personal
          Information.  Neither party shall be under any  obligation to take any
          action,   which,  within  such  party's  reasonable  judgment,   would
          constitute  a violation  of the  Privacy  Regulation  or its  internal
          privacy policies;

     (f)  safeguard Nonpublic Personal  Information by maintaining  security and
          procedural standards that comply with state and federal regulations to
          protect against  unauthorized


                                  Page 12 of 25

<PAGE>

          access, use or disclosure (or threatened access, use or disclosure) of
          the Disclosing Party's Nonpublic Personal Information.

8.4. Service Provider Agreements. Each party agrees that when Nonpublic Personal
Information is provided to a  nonaffiliated  third party ("a Service  Provider")
who  performs  services  for or  functions  on  behalf of the  party,  including
marketing  of the party's own  products or  services,  or marketing of financial
products or services  pursuant to Joint  Agreements  between the party and other
Financial  Institutions,  such party  shall  disclose  to its  Consumers  and/or
Customers that (a) it will be providing such Nonpublic  Personal  Information to
the Service  Provider and (b) it has entered a  contractual  agreement  with the
Service   Provider   that   requires  the  Service   Provider  to  maintain  the
confidentiality of such Nonpublic Personal  Information  pursuant to the Privacy
Regulation.  LMG agrees to send, on an annual basis, American National form 9186
(or form 4977 as required by state law) to the owner(s) of all American National
insurance and annuity policies administered by LMG.

8.5.  Other  Privacy  Regulations.  Each party agrees that  compliance  with the
Privacy  Regulation  does not  relieve  either  party of any of its  duties  and
obligations to comply with other applicable privacy laws,  statutes,  ordinances
or regulations of the appropriate authorities.

8.6 Remedies.  The Receiving Party agrees that (a) any unauthorized  access, use
or disclosure  (or  threatened  unauthorized  access,  use or disclosure) of the
Disclosing  Party's  Nonpublic   Personal   Information  or  other  Confidential
Information,  (b) other violation of the Privacy Regulation, or (c) violation of
other applicable privacy  regulations,  may cause immediate and irreparable harm
to the  Disclosing  Party for which money damages may not constitute an adequate
remedy. In that event, each party agrees that injunctive relief may be warranted
in addition to any other  remedies the  Disclosing  Party may have. In addition,
the Receiving Party agrees promptly to advise the Disclosing Party in writing of
any  unauthorized   misappropriation,   disclosure  or  use  by  any  person  of
Confidential  Information  (including,  without  limitation,  Nonpublic Personal
Information)  which may come to its  attention  and to take all steps at its own
expense reasonably requested by the Disclosing Party to limit, stop or otherwise
remedy such misappropriation, disclosure or use.

9. SURVIVAL:  Sections 7.15, 7.16 and 7.17 shall survive the termination of this
Agreement.

Any similar agreement signed prior to the execution dates below is null and void
and abrogated hereby.





               {Remainder of this page intentionally left blank.}


                                  Page 13 of 25

<PAGE>


IN WITNESS HEREOF, the parties hereto have executed this Agreement.



LEGACY MARKETING GROUP


By: /s/ R. Preston Pitts

Title: President

Witness: /s/ Lynn Laub

Date: November 15, 2002



AMERICAN NATIONAL INSURANCE COMPANY


By: /s Kelly M. Wainscott

Title: Vice President

Witness: /s/ Jynx Yucra

Date: November 15, 2002



                                 Page 14 of 25


<PAGE>

                                   APPENDIX A



GEOGRAPHIC TERRITORY:
The District of Columbia and all states other than New York and Alabama.


Products


*

1.       *
2.       *
3.       *
4.       *
5.       *
6.       *
7.       *



*


1.       *
2.       *
3.       *
4.       *
5.       *
6.       *
7.       *
8.       *
9.       *



*



1.       *
2.       *


                                 Page 15 of 25

<PAGE>


Riders


1.       *
         1.       *
         2.       *
         3.       *
         4.       *
         5.       *
         6.       *
         7.       *
         8.       *


2.       *
         1.       *
         2.       *
         3.       *


                                  Page 16 of 25

<PAGE>


                                   APPENDIX B

Processing Fees

1. Single Premium and/or Flexible Deferred Annuities


         a.    Acquisition Fees:  A one time * fee per application received. The
                                  fee is not reversed for Not Takens ("NTO's").

         b.    Maintenance:       Fee per  policy  inforce  per  year to be paid
                                  weekly as follows:  * annual fee for  existing
                                  annuity products referenced in APPENDIX A,

         c.    Terminations:      One  time  fee  of * to be  paid  at  time  of
                                  surrender,  lapse,  election  of a  settlement
                                  option,  maturity,  or  death  claim  of  each
                                  policy.


2. Single Premium Whole Life


         a.    Acquisition  Fees: One  time fee of * per  application  received.
                                  Paid when the policy is put on the system. The
                                  fee is not reversed for NTO's.

         b.    Maintenance:       * annual fee per policy inforce per year to be
                                  paid weekly.

         c.    Terminations:      One  time  fee  of * to be  paid  at  time  of
                                  surrender,  lapse,  election  of a  settlement
                                  option,  maturity,  or  death  claim  of  each
                                  policy.

         d.    Underwriting Support:  * per single life.


3. Periodic Pay Whole Life Products ---- Single & Joint Issues


         a.    Acquisition  Fees: One time fee of * per single life  application
                                  received,  or *  per  joint  life  application
                                  received.  Paid when the  policy is put on the
                                  system. Not reversed for NTO's.

         b.    Maintenance:       * annual  fee per  policy  per year to be paid
                                  weekly on Legacy  Master  Whole Life. * annual
                                  fee per policy per year to be paid  weekly for
                                  all other policies.

         c.    Terminations:      One  time  fee  of * to be  paid  at  time  of
                                  surrender,  lapse,  election  of a  settlement
                                  option,  maturity,  or  death  claim  of  each
                                  policy.

         d.    Underwriting Support:  * per single life; * per joint life.


                                  Page 17 of 25

<PAGE>

4. Universal Life - Single and Joint issues:

          a.   Acquisition  Fees: One time fee of * per single life  application
                                  received, or * per joint application received.
                                  Paid when the policy is put on the system. Not
                                  reversed for NTO's.

          b.   Maintenance:       * annual  fee per  policy  per year to be paid
                                  weekly.

          c.   Terminations:      One  time  fee  of * to be  paid  at  time  of
                                  surrender,  lapse,  election  of a  settlement
                                  option,  maturity,  or  death  claim  of  each
                                  policy.

          d.   Underwriting Support:  * per single life; * per joint life.


5. Producer Appointment with American National: * per appointment.


6. Out-Of-Pocket Expenses


               a.   In addition to the fees set forth above, LMG will forward to
                    American  National on a monthly basis an invoice for the out
                    of  pocket  expenses  incurred  the  month  prior.  American
                    National  will  reimburse  LMG  within  twenty  (20) days of
                    receipt   of  such   invoice.   If  LMG  does  not   receive
                    reimbursement  within  twenty (20) days,  American  National
                    will pay LMG interest on the  outstanding  balance due. Such
                    interest  shall  be at the  annualized  rate of * above  the
                    current thirty-year Treasury Bond yield. Notwithstanding the
                    foregoing, in no event shall the interest rate be lower than
                    that of LMG's current monthly  investment  earnings rate, as
                    evidenced  by  written  documentation.  Furthermore,  in the
                    event that American  National seeks  elucidation for any out
                    of pocket  expense,  American  National will submit to LMG a
                    written request specifying clarification within fifteen (15)
                    days. If American National has provided such notification to
                    LMG,  American  National  is  no  longer  obligated  to  pay
                    interest on the  specified  disputed  amounts.  In the event
                    that the disputed  amount on the  original  invoice is later
                    determined to have been accurate, American National will pay
                    LMG any  applicable  interest  retroactively.  Out-of-pocket
                    expenses are those  expenditures for the items such as those
                    listed below and any other items agreed to in writing by LMG
                    and American National:


                    1)   Cost of any lines installed for  communication  between
                         the    parties    to   this    Agreement.    Costs   of
                         telecommunication  lines  and  equipment  installed  to
                         provide  primary and back-up support for on-line access
                         to LMG's system.

                    2)   Cost  involved  with  off-site   storage  for  American
                         National records, documents,  correspondence, and other
                         items,  or cost of  shipping  those  items to  American
                         National.

                    3)   Cost of inspections and exams required for underwriting
                         and underwriting fees, if performed by outside firm. If
                         information is shared with other  companies,  the costs
                         will  be  shared  equally  by the  companies.  Cost  of
                         inspections  where  agreed to by American  National and
                         LMG for the agent appointment process.

                    4)   Costs associated with agent appointment,  including but
                         not limited to,  agent  background  investigations  and
                         agent credit reporting.


                                  Page 18 of 25

<PAGE>

                    5)   Expenses  incurred to issue and  maintain  policies and
                         certificates, including draft books, and check stock.

          b.   American National will be responsible for cash management of this
               disbursement  account and LMG agrees to provide American National
               records and information to properly perform this function.

7.   LIMRA CAP Survey Responses  American  National will pay LMG a flat fee of *
     per reply that LMG prepares in response to LIMRA CAP survey answers.

8.   Payment of Processing Fees.  American  National will pay LMG the processing
     fees  from 1, 2, 3, 4, and 5,  above  weekly by wire  transfer  on the same
     business day or the next business day of receipt of  documentation of units
     received.  Out of Pocket  Expenses  will be paid as set forth in  Section 6
     above.

9.   Systems Time and Material Rates* Under certain conditions set forth in this
     Agreement,  American  National will  reimburse LMG for the costs of systems
     modifications or systems support at the following rates:

     Chief Information Officer                         * per hour
     Information Technology Director                   * per hour
     Senior Programmer Analyst                         * per hour
     Programmer Analyst                                * per hour
     Senior Business Analyst                           * per hour
     Project Manager                                   * per hour
     Business Analyst                                  * per hour

     * such rates shall be increased *% annually,  commencing on the anniversary
     of the execution date of this Agreement.



                                  Page 19 of 25

<PAGE>

                                   APPENDIX C

SERVICES TO BE PROVIDED

These  services are to be performed  subject to  guidelines  and  directions  of
American National within  applicable law and regulation and reasonable  industry
standards and including all expenses and fees related thereto.

1. Direct Services:

     a.   Clerical processing of Producer appointments with state departments of
          insurance

     b.   Clerical underwriting support including the following:  Collecting and
          interpreting  pertinent  underwriting  requirements to assist American
          National in the  underwriting  and issue  process.  LMG will assess an
          applicant's  anticipated  mortality to determine if the  applicant may
          qualify for a life insurance policy.  LMG will commence  gathering the
          data required for a file,  including  interpretation of information in
          the application to determine when an Attending Physician's  Statement,
          Exam,  Inspection,  or other  information  will be required to make an
          accurate underwriting  decision. LMG will determine which requirements
          will be necessary due to the information developed on the application.
          In addition, LMG will determine,  in its opinion, which applicants are
          not likely to be insurable.  Notwithstanding  the foregoing,  American
          National  retains the  ultimate  underwriting  authority to approve or
          disapprove policies of life insurance issued by American National.

     c.   Processing and reviewing of applications and premium transfers

     d.   Contract issue

     e.   Policyholder service

     f.   Maintenance of policyholder records

     g.   Data processing services

     h.   Producer compensation

     i.   Premium accounting

     j.   Billing of life insurance premiums

     k.   Annual tax  reporting  to  policyholders  and  vendors  except for tax
          reporting  required on death claims or election of settlement  options

     l.   Collection of Debit Balances

     m.   Administration of reinsurance on LMG policies; excluding the remission
          of premium to the appropriate reinsurance companies.

2. Other Services:

     a.   Accounting Services

          1)   Maintenance of general ledger system

          2)   Reconciliation of all bank statements and cash accounts

          3)   Furnishing to American  National of all applicable data necessary
               for preparation of American National NAIC Convention Blank.

          4)   Furnishing to American  National of all applicable data necessary
               for preparation of the American National corporate tax return.

          5)   Furnishing to American  National of all applicable data necessary
               for   preparation   of  the  American   National  GAAP  financial
               statements.


                                  Page 20 of 25

<PAGE>

          6)   Furnishing to American  National of all applicable data necessary
               for the preparation of the American National  unclaimed  property
               reports.

          7)   Furnishing  to  American  National  of  monthly  datasets  of all
               applicable  data  necessary for the  preparation  of the American
               National premium tax returns and payments.

          8)   Weekly backup tapes

b. Actuarial Services

          1)   LMG  will  assist  and  provide  actuarial  support  to  American
               National.  LMG's  responsibilities  will  vary  by  each  product
               jointly developed by LMG and American National and may include:

               o    Provide initial product specification

               o    Provide competitive analysis for the product

               o    Define pricing assumptions

               o    Provide any necessary support for pricing assumptions

               o    Share deterministic pricing results

               o    Perform sensitivity analysis

               o    Provide final product specifications

               o    Define actuarial memorandum

               o    Provide actuarial field support

               o    Monitor actuarial assumptions

               o    Assist in ongoing profit/pricing management of the business

          2)   LMG will draft initial policy forms and  applications  to be used
               for each product jointly developed by LMG and American  National.
               LMG  will  assist   American   National  in  the  completion  and
               preparation  of filing such forms.  LMG's  responsibilities  will
               vary with each  product  jointly  developed  by LMG and  American
               National.

3. Collection and Disposition of Funds:

          3.1  All insurance  charges or premiums  collected by LMG on behalf of
               American  National,  and return  premiums  received from American
               National,  shall be held by LMG in a fiduciary  capacity and will
               not be used as general  operating funds of LMG. Such funds shall,
               within  two (2)  business  days,  be  remitted  to the  person or
               persons  entitled to them or shall be  deposited,  within two (2)
               business days, into a Premium Fiduciary  Account  established and
               maintained  by American  National in a federally or state insured
               financial   institution,   separate  and  apart  from  any  funds
               belonging to LMG or third parties.

          3.2  This Premium  Fiduciary  Account will at all times have a balance
               equal to  contributions  plus any interest earned less authorized
               disbursements by American National.  If LMG is authorized to draw
               checks on the  Premium  Fiduciary  Account  this will  clearly be
               indicated on their face.  LMG may retain float with prior written
               agreement of American National.

          3.3  LMG may not pay any claim by withdrawals from the  aforementioned
               Premium Fiduciary Account. Withdrawals from the Premium Fiduciary
               Account shall be made as


                                  Page 21 of 25

<PAGE>

               provided  in this  written  agreement  between  LMG and  American
               National for any of the following:

               a)   Remittance  to  American  National,  if so  entitled to such
                    remittance;

               b)   Deposit in an  account  maintained  in the name of  American
                    National;

               c)   Transfer to and  deposit in a  claims-paying  account,  with
                    claims to be paid as provided by American National.

          3.4  LMG will maintain in a fiduciary capacity, a Disbursement Account
               where  American  National  will  fund  the  balance  and  LMG  is
               authorized to make the following disbursements:

               a)   Remittance  of return  premiums  to the  person  or  persons
                    entitled thereto.

               b)   Any  policy/certificate   holder  disbursements,   including
                    withdrawals, loans, and surrenders.

               c)   Payment of underwriting expenses

               d)   Payment of weekly commissions to LMG

               LMG shall not disburse  funds from the  disbursement  account for
               any other reason  without  written  authorization  from  American
               National.

     3.5  If LMG pays  claims,  it will be from  funds  collected  on  behalf of
          American  National  and  shall  be paid  only  on  drafts  of,  and as
          authorized  by,  American  National.  In the event  that LMG  received
          monies to pay claims on behalf of American  National,  such funds will
          be held in a  fiduciary  capacity.  No  deposits  will be made into or
          disbursements  made from this fiduciary  account except for claims and
          claim adjustment  expenses.  This fiduciary  account will at all times
          have a balance  equal to the amount  deposited  less claims and claims
          adjustment expenses paid.


                                  Page 22 of 25

<PAGE>

4. Settlements / Reports:

     a.   Within six (6) business  days of the end of each calendar  month,  LMG
          shall provide service reports to American National,  including but not
          limited to, the following items:

               1)   General  ledger  report,  also  referred to as the  "Extract
                    File" (see ss.4(b)(2) of APPENDIX C)

               2)   Premium and commission reports

               3)   Benefit reports

               4)   Statutory reserve policy information

               5)   FAS 97 detail policy information

               6)   Reinsurance reports

               7)   Policy exhibit information

     b.   LMG shall provide to American National,  including but not limited to,
          the following items:

               1)  Daily,  Cash  control  reports,  beginning  the  first day of
               business


               1)   Weekly,  Transmission  of general ledger data (also referred
                    to as the "Extract File"), beginning on a mutually agreeable
                    date after the volume of business reaches a level determined
                    by American National to warrant daily updates

               2)   Monthly, the following items:

                    a)   Extract file

                    b)   Commission accrual for the end of the month

                    c)   Complete trial balance for all accounts

                    d)   Check history reports

                    e)   Updated check inventory log

                    f)   Annuitization log

                    g)   American  National  check  disbursement  file  and void
                         reports

     c.   Weekly (Monday, for the previous week's business activity),  LMG shall
          provide  to  American  National,  including  but not  limited  to, the
          following items:

               1)   Copies  of  check  registers,  check  vouchers,   supporting
                    documentation for check and journal entries with support.

     d.   Within twenty (20)  business  days of the end of each calendar  month,
          LMG shall provide to American National,  including but not limited to,
          the following items:

               1)   Copies bank and suspense reconciliations

               2)   All   supplemental   financial   reporting   information  as
                    requested by American National

               3)   Copies of tax withholding to policyholders

               4)   Transmission of issued check information.


                                  Page 23 of 25

<PAGE>

5. Compensation Not to be Contingent

     5.1  This  Administrative  Agreement  shall not provide  for  compensation,
          commissions,  fees,  or  charges  which are  contingent  upon  savings
          effected  in the  adjustment,  settlement,  and payment of losses (the
          loss ratio) covered by American National's  obligations.  In the event
          that LMG  adjusts or settles  claims on behalf of  American  National,
          such compensation shall in no way be contingent on claims experience.

     5.2  This  provision  does not prevent the  compensation  of LMG from being
          based on premiums or charges collected or the number of claims paid or
          processed or  performance-based  compensation  for providing  auditing
          services. LMG will not receive any administrative  compensation except
          as  expressly  set forth in this  Agreement  between LMG and  American
          National.


                                  Page 24 of 25

<PAGE>


                                   APPENDIX D

                        SCHEDULE OF AUTHORIZED PERSONNEL



REPRESENTING AMERICAN NATIONAL

Name                      Title                             Function


*                           *                                  *
*                           *                                  *

*                           *                                  *
*                           *                                  *


*                           *                                  *
*                           *                                  *



REPRESENTING LMG

Name                  Title                            Function

Preston Pitts         President                        Overall

Steven Taylor         Chief Financial Officer          Finance

Lynda Regan           Chief Executive Officer          Overall

Don Dady              Vice President of Marketing      Marketing


Bill Hrabik           Chief Operations Officer         Operations and Compliance


                                  Page 25 of 25