CREDIT AGREEMENT

This Credit  Agreement  ("Agreement")  is made and  entered  into on February 1,
1999,  by  and  between  Capital  Title  Group,  Inc.,  a  Delaware  corporation
("Borrower") and Imperial Bank, a California banking corporation, ("Bank").

Subject to the terms and conditions of this Agreement,  any security  agreements
executed by Borrower in favor of Bank,  any notes  executed by Borrower in favor
of  Bank,   or  any  other   agreements   executed  in   conjunction   therewith
(collectively,  the "Loan Documents"), Bank shall make the loans and or advances
(individually a "Loan" and collectively "Loans") referred to below to Borrower.

In consideration of mutual covenants and conditions  hereof,  the parties hereto
agree as follows:

1. AMOUNT AND TERMS OF CREDIT

1.01 TERM LOAN COMMITMENT.

(a) TERM LOAN.  Subject to the terms and  conditions of this  Agreement,  and so
long as Borrower is not in default nor will it be in default  after  taking into
consideration the requested advance,  Bank shall make available to Borrower term
loans  (individually  a "Term Loan" and  collectively,  the "Term Loans") in the
aggregate  amount of  $3,000,000,  the  proceeds of which shall be used only for
acquisitions and equipment purchases. Each Term Loan will be in a minimum amount
of $500,000 and will be subject to Bank's  approval,  at the sole  discretion of
Bank,  of  Borrower's  projections  showing the impact on  Borrower's  financial
condition of such acquisition or equipment purchase.

(b) TERM LOAN NOTE.  Each Term Loan will be evidenced by a promissory note which
will contain the interest rate,  principal and interest payments,  maturity date
and other terms of said Term Loan.

1.02 REVOLVING CREDIT COMMITMENT.

(a)  REVOLVING  LINE OF  CREDIT.  Subject  to the terms and  conditions  of this
Agreement,  provided  that  no  event  of  default  then  has  occurred  and  is
continuing,  Bank shall,  upon  Borrower's  request  make  advances  ("Revolving
Loans") to Borrower,  for general corporate purposes, in an amount not to exceed
$2,000,000  (the  "Revolving  Line of  Credit")  until  February  1,  2001  (the
"Revolving  Line of Credit  Maturity  Date").  Revolving Loans may be repaid and
reborrowed,  subject to the  provisions  of the LIBOR  Addendum  attached to the
promissory  note  evidencing  the  Revolving  Line of Credit,  provided that all
outstanding  principal  and  accrued  interest on the  Revolving  Loans shall be
payable in full on the Revolving Credit Maturity Date.

(b) REVOLVING NOTE. The interest rate, principal and interest payments, maturity
date and  certain  other  terms of the  Revolving  Loan will be  contained  in a
promissory  note  dated the date of this  agreement,  as such may be  amended or
replaced from time to time.

                                       1
<PAGE>
1.03  LOAN  FEES.  In  addition  to any other  amounts  due,  or to become  due,
concurrent with the execution hereof, in connection with the Term Loan, Borrower
shall pay to Bank a loan fee in the amount of Fifteen Thousand Dollars ($15,000)
at boarding and in connection with the Revolving Line of Credit,  Borrower shall
pay to Bank a loan fee of Ten Thousand Dollars ($10,000) at boarding,

1.04.  DOCUMENTATION  FEE, COSTS AND EXPENSES.  In addition to any other amounts
due, or to become due,  concurrently with the execution hereof,  Borrower agrees
to pay to Bank a documentation fee in the amount of $500.00, and all other costs
and expenses  incurred by the Bank in the  preparation  of this  Agreement,  the
other Loan Documents and the perfection of any security interest granted to Bank
by Borrower.

1.05  COLLATERAL.  Borrower  shall  grant or cause to be granted to Bank a first
priority  lien on any and all  personal  property  assets of  Borrower  which is
assigned or  hereafter  is assigned to Bank as security or in which Bank now has
or  hereafter  acquires  a security  interest  or  pursuant  to the terms of any
security agreement,  an intellectual property security agreement or otherwise as
security for all of  Borrower's  obligations  to Bank,  all as may be subject to
Section 5.03 herein.

2. REPRESENTATIONS OF BORROWER

Borrower represents and warrants that:

2.01 EXISTENCE AND RIGHTS. Borrower is a corporation duly organized and existing
and in good standing  under the laws of the state of Delaware,  without limit as
to the duration of its existence. Borrower is authorized and in good standing to
do  business in the state of its  incorporation;  Borrower  has the  appropriate
powers and adequate authority,  rights and franchises to own its property and to
carry  on its  business  as now  conducted,  and is duly  qualified  and in good
standing  in each state in which the  character  of the  properties  owned by it
therein or the conduct of its business makes such qualification  necessary;  and
Borrower  has the  power  and  adequate  authority  to make and  carry  out this
Agreement.  Borrower  has no  investment  in any other  business  entity  unless
specified in writing to Bank.

2.02  AGREEMENT  AUTHORIZED.  The  execution,  delivery and  performance of this
Agreement  and the Loan  Documents  are duly  authorized  and do not require the
consent or approval of any governmental body or other regulatory authority;  are
not in contravention of or in conflict with any law or regulation or any term or
provision of Borrower's  articles of  incorporation,  or similar document as the
case may be, and this  Agreement is the valid,  binding and legally  enforceable
obligation of Borrower in accordance with its terms; subject only to bankruptcy,
insolvency or similar laws affecting creditors rights generally.

2.03 NO CONFLICT. The execution,  delivery and performance of this Agreement and
the  Loan  Documents  are  not  in  contravention  of or in  conflict  with  any
agreement,  indenture or undertaking to which Borrower is a party or by which it
or any of its  property  may be bound or  affected,  and do not  cause any lien,
charge or other  encumbrance  to be created or imposed upon any such property by
reason thereof.

2.04 LITIGATION. Except as disclosed in writing to bank by Borrower, there is no
litigation  or other  proceeding  pending or  threatened  against  or  affecting


                                       2
<PAGE>
Borrower which if determined  adversely to Borrower or its interest would have a
material adverse effect on the financial condition of Borrower,  and Borrower is
not in default with respect to any order, writ, injunction,  decree or demand of
any court or other governmental or regulatory authority.

2.05  FINANCIAL  CONDITION.  The  consolidated  balance  sheet of Borrower as of
September 30, 1998, and the related profit and loss statement for the nine month
period ended as of that date, a copy of which has  heretofore  been delivered to
Bank by  Borrower,  and all other  statements  and data  submitted in writing by
Borrower  to Bank in  connection  with  this  request  for  credit  are true and
correct,  and said  balance  sheet truly  presents  the  financial  condition of
Borrower  as of the date  thereof,  and has been  prepared  in  accordance  with
generally accepted  accounting  principles on a basis  consistently  maintained.
Since such date there have been no  material  adverse  changes in the  financial
condition or business of Borrower. Borrower has no knowledge of any liabilities,
contingent or otherwise,  at such date not reflected in said balance sheet,  and
Borrower has not entered into any special  commitments or substantial  contracts
which are not  reflected in said balance  sheet,  other than in the ordinary and
normal course of its business,  which may have a materially  adverse effect upon
its financial condition, operations or business as now conducted.

2.06 TITLE TO ASSETS.  Borrower  has good title to its assets,  and the same are
not subject to any liens or  encumbrances  other than those permitted by Section
5.03 hereof.

2.07 TAX STATUS.  Borrower has no liability for any delinquent  state,  local or
federal  taxes,  and, if Borrower has  contracted  with any  government  agency,
Borrower has no liability for renegotiation of profits.

2.08  TRADEMARKS,  PATENTS.  Borrower,  as of the  date  hereof,  possesses  all
necessary  trademarks,  trade names,  copyrights,  patents,  patent rights,  and
licenses to conduct its  business as now  operated,  without any known  conflict
with the valid trademarks,  trade names, copyrights,  patents and license rights
of others.

2.09 REGULATION U. None of the proceeds of any Loan shall be used to purchase or
carry margin stock (as defined within  Regulation U of the Board of Governors of
the Federal Reserve system).

2.10  ERISA.  All  defined  benefit  pension  plans as defined in the  Employees
Retirement Income Security Act of 1974, as amended ("ERISA"),  of Borrower meet,
as of the date hereof,  the minimum  funding  standards of Section 302 of ERISA,
and no  Reportable  Event or  Prohibited  Transaction  as  defined  in ERISA has
occurred with respect to any such plan.

2.11 YEAR 2000 COMPLIANCE.  Borrower and its subsidiaries,  as applicable,  have
reviewed the areas within their operations and business which could be adversely
affected  by, and have  developed  or are  developing  a program to address on a
timely basis, the Year 2000 Problem and have made related appropriate inquiry of
material suppliers and vendors,  and based on such review and program,  the Year
2000  Problem  will not  have a  material  adverse  effect  upon  its  financial
condition,  operations or business as now  conducted.  "Year 2000 Problem" means
the possibility that any computer applications or equipment used by Borrower may
be unable to recognize and properly perform date sensitive  functions  involving
certain dates prior to and any dates on or after December 31, 1999.

                                       3
<PAGE>
3. CONDITIONS PRECEDENT TO LOAN.

         Prior  to Bank  being  obligated  to make  any  Loan  pursuant  to this
Agreement, Bank must receive all of the following, each of which must be in form
and substance satisfactory to Bank:

3.01 PROMISSORY NOTE(S). Original, executed promissory note(s).

3.02 SECURITY  AGREEMENT.  Original,  executed security  agreements covering the
personal property collateral securing the Loans.

3.03 FINANCING STATEMENT. Financing statements executed by Borrower.

3.04 INSURANCE. Borrower shall have delivered to Bank evidence of insurance
coverage required  pursuant to that Agreement to Provide  Insurance  executed by
Borrower,  in form, substance,  amounts,  covering risks and issued by companies
satisfactory to Bank, and where required by Bank, with loss payable endorsements
in favor of Bank.

3.05  ORGANIZATIONAL  DOCUMENTS.  Copies of the  articles of  incorporation,  or
similar document as the case may be, of the Borrower.

3.06  AUTHORIZATIONS.  Certified  copies of all action  taken by the Borrower to
authorize the execution, delivery and performance of the Loan Documents.

3.07 GOOD STANDING. Good standing certificates from the appropriate secretary of
state of the state in which the Borrower is organized and in each state in which
it is required to be qualified to do business.

3.08  ADDITIONAL  DOCUMENTS.  Such other  documents as Bank may reasonable  deem
necessary.


4. AFFIRMATIVE COVENANTS OF BORROWER

Borrower  agrees that so long as it is indebted to Bank,  under  borrowings,  or
other  indebtedness,  or so long as Bank has any  obligation to extend credit to
Borrower it will, unless Bank shall otherwise consent in writing:

4.01 RIGHTS AND  FACILITIES.  Maintain and preserve all rights,  franchises  and
other  authority  adequate  for  the  conduct  of  its  business;  maintain  its
properties,  equipment  and  facilities  in good order and  repair;  conduct its
business  in  an  orderly  manner  without  voluntary  interruption  and,  if  a
corporation or partnership, maintain and preserve its existence.

4.02 USE OF PROCEEDS.  Use the proceeds of the Loans only for purposes specified
in Section 1 of this Agreement.

                                       4
<PAGE>
4.03  INSURANCE.   Maintain  public  liability,  property  damage  and  workers'
compensation  insurance and insurance on all its insurable property against fire
and other  hazards with  responsible  insurance  carriers to the extent  usually
maintained  by  similar  businesses  and/or  in the  exercise  of good  business
judgment,  and as required by that  Agreement to Provide  Insurance  executed by
Borrower, with the Bank to be shown as Lenders Loss Payee on such policies.

4.04 TAXES AND OTHER  LIABILITIES.  Pay and  discharge,  before the same  become
delinquent and before  penalties  accrue  thereon,  all taxes,  assessments  and
governmental  charges upon or against it or any of its  properties,  and all its
other liabilities at any time existing, except to the extent and so long as:

(a) The same are being contested in good faith and by appropriate proceedings in
such manner as not to cause any  materially  adverse  effect upon its  financial
condition or the loss of any right of redemption from any sale thereunder; and

(b) It shall  have set aside on its books  reserves  (segregated  to the  extent
required by generally accepted accounting  practice) deemed by it to be adequate
with respect thereto.

4.05 RECORDS AND REPORTS. Maintain a standard and modern system of accounting in
accordance with generally accepted accounting principles on a basis consistently
maintained;  permit Bank's representatives to have access to, and to examine its
properties, books and records at all reasonable times and upon reasonable notice
during normal business hours; and furnish Bank:

(a) QUARTERLY FINANCIAL STATEMENT. As soon as available, and in any event within
forty-five  (45) days  after  the  close of each  quarter,  a  consolidated  and
consolidating  balance sheet,  profit and loss statement and  reconciliation  of
Borrower's  capital balance accounts as of the close of such period and covering
operations  for the portion of Borrower's  fiscal year ending on the last day of
such period,  all in  reasonable  detail and  reasonably  acceptable to Bank, in
accordance with generally accepted accounting principles on a basis consistently
maintained by Borrower and certified by an appropriate officer of Borrower.

(b) ANNUAL FINANCIAL  STATEMENT.  As soon as available,  and in any event within
One Hundred  Twenty  (120) days after and as of the close of each fiscal year of
Borrower,  a consolidated and consolidating  report of audit of Company,  all in
reasonable  detail,  audited  by  an  independent  certified  public  accountant
selected by Borrower and  reasonably  acceptable  to Bank,  in  accordance  with
generally accepted accounting  principles on a basis consistently  maintained by
Borrower and certified by an appropriate officer of Borrower;

(c)  STOCKHOLDER,  SECURITY  AND  EXCHANGE  COMMISSION  STATEMENTS  AND  REPORTS
Promptly  after the same are  available,  copies of all such  proxy  statements,
financial statements and reports as Borrower or any subsidiary shall send to its
members or stockholders as appropriate,  if any, and copies of all reports which
Borrower or any subsidiary may file with the Securities and Exchange Commission.

(d) OTHER  INFORMATION.  Such  other  information  relating  to the  affairs  of
Borrower as the Bank reasonably may request from time to time.

                                       5
<PAGE>
4.06 CURRENT RATIO.  Maintain on a quarterly basis a consolidated  minimum ratio
of total current assets (excluding all amounts due from  stockholders,  officers
and affiliates) divided by total current liabilities  (including all amounts due
to  stockholders,  officers and affiliates  but excluding  obligation to Bank on
account  of  Northwestern  Title  Company of Alameda  County) of  1.10:1.00  for
quarters ending March 31, 1999 and June 30, 1999;  1.20:1.00 for quarters ending
September 30, 1999 and December 31, 1999; and 1.25:1.00 thereafter.

4.07  WORKING  CAPITAL.  Maintain  on a  quarterly  basis  consolidated  working
capital,   meaning  total  current  assets   (excluding  all  amounts  due  from
stockholders,   officers  and  affiliates)   minus  total  current   liabilities
(including  all  amounts  due  to  stockholders,  officers  and  affiliates  but
excluding obligation to Bank on account of Northwestern Title Company of Alameda
County) of not less than Five Hundred Thousand  Dollars  ($500,000) for quarters
ending March 31, 1999 and June 30, 1999,  and One Million  Dollars  ($1,000,000)
for quarters  ending  September 30, 1999 and December 31, 1999,  and One Million
Five Hundred Thousand Dollars ($1,500,000) thereafter.

4.08 TANGIBLE NET WORTH.  Maintain on a quarterly basis a consolidated  Tangible
Net  Worth  (defined  as  stockholder's  equity  less any  value  for  goodwill,
trademarks,  patents,  copyrights,  leaseholds,  organization  expense and other
similar  intangible items, and any amounts due from  stockholders,  officers and
affiliates) of not less than Eight Million Dollars ($8,000,000).

4.09 DEBT TO TANGIBLE NET WORTH.  Maintain on a quarterly  basis a  consolidated
ratio of total  liabilities  to Tangible  Net Worth  (defined  as  stockholder's
equity less any value for goodwill, trademarks, patents, copyrights, leaseholds,
organization  expense and other similar  intangible  items,  and any amounts due
from stockholders, officers and affiliates) of not greater than 2.00:1.0.

4.10 OUT OF DEBT: The unpaid balance of the Revolving Loans shall be $0.0 for at
least 30 consecutive days prior to each anniversary date of this Agreement.

4.11 ERISA.  Cause all defined  benefit  pension plans,  as defined in ERISA, of
Borrower to, at all times,  meet the minimum funding standards of Section 302 of
ERISA, and ensure that no Reportable Event or Prohibited Transaction, as defined
in ERISA, will occur with respect to any such plan.

4.12 LAWS.  At all times comply with,  or cause to be complied  with,  all laws,
statues, rules, regulations, orders and directions of any governmental authority
having jurisdiction over Borrower or Borrower's business.

4.13 GAAP.  Compliance with all financial covenants shall be calculated based on
generally  accepted  accounting  principles  applied  on a  consistent  basis as
maintained by Borrower.

4.14 YEAR 2000 COMPLIANT.  Borrower shall perform all acts reasonably  necessary
to  ensure  that  (a)  Borrower  and any  business  in  which  Borrower  holds a
substantial  interest,  and (b)  all  customers,  suppliers  and  vendors  whose
compliance  is likely to be material to  Borrower's  business,  become Year 2000
Compliant  in a timely  manner.  Such acts shall  include,  without  limitation,
performing a comprehensive  review and assessment of all Borrower's  systems and
adopting a detailed plan, with itemized budget, for the remediation,  monitoring
and testing of such systems.  As used in this  paragraph,  "Year 2000 Compliant"


                                       6
<PAGE>
shall mean,  in regard to any entity,  that all  software,  hardware,  firmware,
equipment,  goods or systems utilized by or material to the business  operations
or financial  condition of such entity,  will  properly  perform date  sensitive
functions before,  during and after the year 2000.  Borrower shall,  immediately
upon  request,  provide  to  Agent  such  certifications  or other  evidence  of
Borrower's  compliance with the terms of this paragraph as Bank may from time to
time require.

4.15 OPERATING ACCOUNTS.  Maintain all primary accounts and banking relationship
of Borrower's  California  operations  with the Bank.  Maintain,  or cause to be
maintained,  on deposit with Bank,  non-interest bearing demand deposit balances
sufficient to compensate Bank for all services provided by Bank.  Balances shall
be calculated after reduction for the reserve requirement of the Federal Reserve
Board and uncollected  funds. Any deficiencies  shall be charged directly to the
Borrower on a monthly basis.

4.16 NOTICES. Promptly notify Bank in writing of (i) the occurrence of any Event
of Default  hereunder  or any event which upon notice and lapse of time would be
an Event of Default;  (ii) all litigation affecting Borrower where the amount is
$100,000 or more; any substantial  dispute which may exist between  Borrower and
any  governmental  regulatory body or law enforcement  authority;  any change in
Borrower's  name or principal  place of business;  or any other matter which has
resulted or might result in a material  adverse  change in Borrower's  financial
condition or operations.

5. NEGATIVE COVENANTS OF BORROWER

Borrower  agrees that so long as it is indebted to Bank,  or so long as Bank has
any obligation to extend credit to Borrower, it will not, without Bank's written
consent:

5.01 TYPE OF  BUSINESS;  MANAGEMENT;  CHANGE IN  CONTROL.  Make any  substantial
change in the  character  of its  business;  make any  change  in its  executive
management, including the replacement of either Chairman and/or President.

5.02  OUTSIDE  INDEBTEDNESS.  Create,  incur,  assume  or  permit  to exist  any
indebtedness  for  borrowed  moneys  other  than  Loans  from  the  Bank  except
obligations now existing as shown in the financial statement dated September 30,
1998,  excluding those  obligations  being  refinanced by Bank, the financing of
Borrower's  new  corporate  headquarters,  or sell or  transfer,  either with or
without  recourse,  any  accounts  or notes  receivable  or any moneys due or to
become due.

5.03  LIENS AND  ENCUMBRANCES.  Create,  incur,  permit to exist,  or assume any
mortgage,  pledge,  encumbrance,  lien or  charge of any kind upon any asset now
owned or hereafter acquired by it, other than liens for taxes not delinquent and
liens in Bank's  favor and other than  liens  agreed to in writing by Bank other
than the financing of Borrower's new corporate headquarters.

5.04 LOANS,  INVESTMENTS,  SECONDARY LIABILITIES.  Make any loans or advances to
any person or other entity  other than in the ordinary and normal  course of its
business as now conducted or make any investment in the securities of any person
or other  entity  other than the  United  States  Government;  or  guarantee  or
otherwise  become  liable  upon the  obligation  of any person or other  entity,
except by endorsement of negotiable instruments for deposit or collection in the
ordinary  and  normal  course  of its  business  other  than  the  financing  of
Borrower's new corporate headquarters.

                                       7
<PAGE>
5.05  ACQUISITION  OR SALE OF  BUSINESS;  MERGER OR  CONSOLIDATION.  Purchase or
otherwise  acquire the assets or business  of any person or other  entity  other
than  purchases not funded by Bank debt provided that Borrower is not in default
hereunder  prior  to  and/or  subsequent  to  such  acquisition;  or  liquidate,
dissolve,  merge or consolidate,  or commence any proceedings  therefor; or sell
any assets  except in the  ordinary  and normal  course of its  business  as now
conducted;  or sell,  lease,  assign,  or transfer any  substantial  part of its
business or fixed  assets,  or any  property or other assets  necessary  for the
continuance of its business as now conducted,  including without  limitation the
selling of any  property or other asset  accompanied  by the leasing back of the
same.

5.06  CAPITAL  EXPENDITURES.  Make or incur  obligations  for  fixed or  capital
assets, which includes purchase money indebtedness or capital lease obligations,
other than the purchase of Borrower's new corporate  headquarters,  in excess of
$3,500,000  from the date hereof until  December 31, 1999,  or $3,500,000 in any
twelve month period thereafter.

5.07  DIVIDENDS.  Declare or pay any dividend or make any other  distribution on
any of its capital stock now outstanding or hereafter issued or purchase, redeem
or retire any of such stock other than in dividends or distributions  payable in
Borrower's capital stock,  except for the repurchase of Borrower's capital stock
from officers, directors,  employees or consultants of Borrower upon termination
of their employment with or rendering of service to Borrower.

6. EVENTS OF DEFAULT

The occurrence of any of the following  events of default  ("Events of Default")
shall, at Bank's option,  terminate Bank's  commitment to lend and make all sums
of principal and interest then remaining  unpaid on all Borrower's  indebtedness
to Bank immediately due and payable, all without demand,  presentment or notice,
all of which are hereby expressly waived:

6.01 FAILURE TO PAY.  Failure to pay any installment of principal or of interest
on any indebtedness of Borrower to Bank within, five (5) days of its due date.

6.02  BREACH OF  COVENANT.  Failure of  Borrower  to  perform  any other term or
condition of this Agreement or any Loan Document binding upon Borrower.

6.03 BREACH OF WARRANTY.  Any of Borrower's  representations  or warranties made
herein or any  statement or  certificate  at any time given in writing  pursuant
hereto or in connection herewith shall be false or misleading in any respect.

6.04 INSOLVENCY;  RECEIVER OR TRUSTEE. Borrower shall become insolvent; or admit
its  inability to pay its debts as they mature;  or make an  assignment  for the
benefit of creditors;  or apply for or consent to the  appointment of a receiver
or trustee for it or for a substantial part of its property or business.

                                       8
<PAGE>
6.05 JUDGMENTS,  ATTACHMENTS.  Any money judgment in excess of $100,000, writ or
warrant of  attachment,  or similar  process  shall be entered or filed  against
Borrower or any of its assets and shall remain  unvacated,  unbonded or unstayed
for a period of ten (10) days or in any event  later than five (5) days prior to
the date of any proposed sale thereunder.

6.06  BANKRUPTCY.   Bankruptcy,   insolvency,   reorganization   or  liquidation
proceedings or other  proceedings for relief under any bankruptcy law or any law
for the relief of debtors  shall be  instituted  by or against  Borrower and, if
instituted   against  it,  shall  not  be  dismissed  within  thirty  (30)  days
thereafter.

6.07 CESSATION OF BUSINESS. Borrower shall voluntarily suspend its business.

6.08 ADVERSE  CHANGE.  Any change  which,  in the opinion of Bank, is materially
adverse to the financial condition of Borrower or any Guarantor; or should Bank,
for any reason,  believe that the prospect of Borrower's  payment or performance
hereunder or under any other agreement or instrument with Bank be impaired.

6.09 OTHER  DEFAULTS.  Borrower,  or any Guarantor of Borrower's  obligations to
Bank,  shall  commit or do or fail to commit or do any act or thing  which would
constitute  an event of default  under any of the terms of any other  agreement,
document  or  instrument  executed  or  to be  executed  by  it  concerning  the
obligation to pay money.

6.10 ADVANCES.  Notwithstanding  anything to the contrary contained herein, Bank
shall  have  no  duty to  make  advances  while  any  event  of  default  exists
notwithstanding any cure period provided for herein.

7. MISCELLANEOUS PROVISIONS

7.01 FAILURE OR INDULGENCE  NOT WAIVER.  No failure or delay on the part of Bank
or any holder of notes issued hereunder,  in the exercise of any power, right or
privilege  hereunder shall operate as a waiver thereof,  nor shall any single or
partial exercise of any such power, right or privilege preclude other or further
exercise  thereof  or of any other  right,  power or  privilege.  All rights and
remedies existing under this Agreement or any note (s) issued in connection with
a Loan that Bank may make  hereunder,  are  cumulative to, and not exclusive of,
any rights or remedies otherwise available.

7.02  COUNTERPARTS;  ENTIRE  AGREEMENT.  This  Agreement  may be executed by the
parties hereto in several  counterparts,  each of which shall be deemed to be an
original  and all of  which  shall  constitute  together  but  one and the  same
agreement.  This Agreement,  and the other Loan Documents  constitute the entire
understanding among the parties hereto with respect to the subject matter hereof
and amends and  restates  in full any prior  agreements,  written or oral,  with
respect thereto.

7.03  ATTORNEY'S  FEES.  Borrower will pay promptly to Bank without demand after
notice,  with  interest  thereon  from  the  date  of  expenditure  at the  rate
applicable to the Loan,  reasonable  attorneys'  fees and all costs and expenses
paid or  incurred  by Bank in  collecting  or  compromising  the Loan  after the
occurrence  of an Event of  Default,  whether  or not suit is filed.  If suit is
brought to enforce any provision of this Agreement,  the prevailing  party shall
be  entitled  to  recover  its  reasonable  attorneys'  fees and court  costs in
addition to any other remedy or recovery awarded by the court.

                                       9
<PAGE>
7.04  ADDITIONAL  REMEDIES.  The  rights,  powers  and  remedies  given  to Bank
hereunder  shall be cumulative and not  alternative  and shall be in addition to
all rights,  powers and  remedies  given to Bank by law against  Borrower or any
other  person,  including but not limited to Bank's rights of setoff or banker's
lien.

7.05 INUREMENT. The benefits of this Agreement shall inure to the successors and
assigns of Bank and the permitted successors and assigns of Borrower.

7.06  APPLICABLE  LAW. This Agreement and all other  agreements and  instruments
required by Bank in  connection  therewith  shall be  governed by and  construed
according to the laws of the state of California,  to the  jurisdiction of whose
courts the parties hereby agree to submit.

7.07 OFFSET.  In addition to and not in  limitation of all rights of offset that
Bank or other holder of the Loan may have under  applicable  law,  Bank or other
holder of any note issued hereunder  shall,  upon the occurrence of any Event of
Default or any event which with the passage of time or notice  would  constitute
such an Event of Default, have the right to appropriate and apply to the payment
of the Loan any and all  balances,  credits,  deposits,  accounts  or  monies of
Borrower then or thereafter with Bank or other holder,  other than deposits held
in a  fiduciary  capacity by  Borrower,  within ten (10) days after the Event of
Default,  and  notice  of the  occurrence  of any  Event of  Default  by Bank to
Borrower.

7.08  SEVERABILITY.  Should  any  one or more  provisions  of the  Agreement  be
determined to be illegal or  unenforceable,  all other  provisions  nevertheless
shall be effective.

7.09 TIME OF THE ESSENCE.  Time is hereby  declared to be of the essence of this
Agreement and of every part hereof.

7.10  ACCOUNTING.  All  accounting  terms shall have the meanings  applied under
generally accepted accounting principles unless otherwise specified.

7.11 REFERENCE PROVISION.

(a)  Other  than (i)  nonjudicial  foreclosure  and all  matters  in  connection
therewith regarding security interests in real or personal property; or (ii) the
appointment of a receiver,  or the exercise of other  provisional  remedies (any
and all of which may be initiated pursuant to applicable law), each controversy,
dispute or claim  between the parties  arising out of or relating to this Credit
Agreement,  any security  agreement executed by Borrower in favor of Bank or any
note executed by Borrower in favor of Bank or any other  agreement or instrument
issued  in  favor  of Bank  by  Borrower  (collectively  in  this  Section,  the
"Agreement")  which  controversy,  dispute  or claim is not  settled  in writing
within  thirty (30) days after the "CLAIM DATE"  (defined as the date on which a
party subject to this Agreement gives written notice to all other parties that a
controversy, dispute or claim exists), will be settled by a reference proceeding
in California in  accordance  with the  provisions of Section 638 ET SEQ. of the
California Code of Civil Procedure,  or their successor  section ("CCP"),  which
shall  constitute the exclusive  remedy for the  settlement of any  controversy,
dispute or claim concerning this Agreement,  including whether such controversy,
dispute or claim is subject to the reference  proceeding and except as set forth
above, the parties waive their rights to initiate any legal proceedings  against
each other in any court or  jurisdiction  other than the  Superior  Court in the


                                       10
<PAGE>
County where the Real  Property,  if any, is located or San Diego County if none
(the  "COURT").  The referee shall be a retired  Judge of the Court  selected by
mutual agreement of the parties,  and if they cannot so agree within  forty-five
(45) days after the Claim Date,  the referee  shall be promptly  selected by the
Presiding  Judge of the  Court (or his  representative).  The  referee  shall be
appointed  to sit as a temporary  judge,  with all of the powers for a temporary
judge, as authorized by law, and upon selection should take and subscribe to the
oath of office as provided for in Rule 244 of the California  Rules of Court (or
any subsequently  enacted Rule). Each party shall have one peremptory  challenge
pursuant to CCP  ss.170.6.  The referee shall (a) be requested to set the matter
for hearing  within  sixty (60) days after the date of  selection of the referee
and (b) try any and all issues of law or fact and report a statement of decision
upon them, if possible,  within ninety (90) days of the Claim Date. Any decision
rendered by the referee will be final, binding and conclusive and judgment shall
be entered pursuant to CCP ss.644 in any court in the state of California having
jurisdiction.  Any party may apply for a reference  proceeding at any time after
thirty  (30)  days  following  notice to any  other  party of the  nature of the
controversy,  dispute or claim, by filing a petition for a hearing and/or trial.
All  discovery  permitted  by this  Agreement  shall be  completed no later than
fifteen (15) days before the first hearing date established by the referee.  The
referee  may  extend  such  period in the event of a party's  refusal to provide
requested  discovery for any reason whatsoever,  including,  without limitation,
legal objections  raised to such discovery or unavailability of a witness due to
absence or  illness.  No party shall be entitled  to  "priority"  in  conducting
discovery.  Depositions may be taken by either party upon seven (7) days written
notice, and request for production or inspection of documents shall be responded
to within ten (10) days after service.  All disputes relating to discovery which
cannot be resolved  by the  parties  shall be  submitted  to the  referee  whose
decision shall be final and binding upon the parties. Pending appointment of the
referee as provided  herein,  the Superior Court is empowered to issue temporary
and/or provisional remedies, as appropriate.

(b) Except as expressly set forth in this Agreement, the referee shall determine
the manner in which the reference proceeding is conducted including the time and
place of all  hearings,  the order of  presentation  of evidence,  and all other
questions that arise with respect to the course of the reference proceeding. All
proceedings and hearings  conducted before the referee,  except for trial, shall
be conducted without a court reporter except that when any party so requests,  a
court  reporter will be used at any hearing  conducted  before the referee.  The
party making such a request shall have the obligation to arrange for and pay for
the court reporter.  The costs of the court reporter at the trial shall be borne
equally by the parties.

(c) The referee  shall be required to determine  all issues in  accordance  with
existing case law and the statutory laws of the state of  California.  The rules
of evidence  applicable to proceedings at law in the state of California will be
applicable to the reference proceeding.  The referee shall be empowered to enter
equitable as well as legal relief,  to provide all temporary and/or  provisional
remedies  and to enter  equitable  orders that will be binding upon the parties.
The  referee  shall  issue a  single  judgment  at the  close  of the  reference
proceeding  which shall dispose of all of the claims of the parties that are the
subject of the  reference.  The parties  hereto  expressly  reserve the right to
contest or appeal from the final judgment or any appealable  order or appealable
judgment entered by the referee.  The parties hereto expressly reserve the right
to findings of fact,  conclusions of laws, a written statement of decision,  and
the right to move for a new trial or a different  judgment,  which new trial, if
granted, is also to be a reference proceeding under this provision.

(d) In the event that the enabling legislation which provides for appointment of
a referee is repealed (and no successor statute is enacted), any dispute between
the parties that would otherwise be determined by the reference procedure herein
described will be resolved and determined by arbitration.  The arbitration  will
be conducted by a retired judge of the Court,  in accordance with the California
Arbitration  Act,  ss.1280 through  ss.1294.2 of the CCP as amended from time to
time. The limitations with respect to discovery as set forth  hereinabove  shall
apply to any such arbitration proceeding.

7.12 This  Agreement  may be  modified  only by a writing  signed by all parties
hereto.

This Agreement is executed on behalf of the parties by duly authorized  officers
as of the date first above written.

IMPERIAL BANK                         CAPITAL TITLE GROUP, INC.

----------------------------          ----------------------------
("BANK")                              ("BORROWER")


By:                                   By:
   --------------------------------      ------------------------------------

Its:                                  Its:
    -------------------------------        ----------------------------------

                                      By:
                                         ------------------------------------

                                      Its:
                                           ----------------------------------