Pre-Paid Legal Services Inc said ithas signed a letter of intent under which it would receive
financing from I.C.H. Corp.
    The company said under the proposed transaction I.C.H.
would loan it up to 100 mln dlrs, and the loan balance would be
convertible at any time by either party into Pre-Paid common
stock at 11 dlrs per share.  In addition, it said it would
grant I.C.H. a five-year option to purchase new shares at the
same price.  It said the option would enable I.C.H. to acquire
up to 500 pct plus one share of Pre-Paid common.
    Pre-Paid said until expiration of the option, and as long
as Pre-Paid maintained a mutually agreeable combined loss and
expense ratio, I.C.H. would, on Pre-Paid's request, exercise as
much of the option as may be necessary to meet Pre-Paid's
funding needs.
    The company said I.C.H. has requested the right to buy
90,909 Pre-Paid shares from Pre-Paid chairman Harland C.
Stoneciphjer for 11 dlrs each.  Stonecipher now owns or has the
right to acquire 1,965,269 Pre-Paid shares and will agree to
restrictions on the sale of his remaining shares, it said. The
company saiod Stonecipher will remain chairman.
    Pre-Paid said the transactions are subject to approval by
boards of both comnpanies and regulatory agencies.
 Reuter
