Exhibit 10(o)(2)

AMENDMENT TWO TO

MARKETING AGREEMENT

THIS SECOND AMENDMENT TO THE MARKETING AGREEMENT, effective as indicated herein, by and between Investors Insurance Corporation (“IIC”), a Delaware corporation, and Legacy Marketing Group (“Legacy”), a California corporation.

WHEREAS, IIC and Legacy entered into a Marketing Agreement, dated June 5, 2002, (“Agreement”), as amended, wherein Legacy agreed to provide specified services relating to the marketing of certain insurance policies issued by IIC.

WHEREAS, IIC and Legacy desire to amend to the Agreement as follows;

NOW THEREFORE, in consideration of the foregoing recitals and mutual promises hereinafter contained and other good and valuable consideration, Legacy and IIC mutually agree to the following:

1.

Add to APPENDIX A, “Contract (Policy) Forms and Riders,” as follows: