CONFIDENTIAL                                                 Agreement No. 99-33


                                ACCESS AGREEMENT
                                 BY AND BETWEEN
                     SECURITY UNION TITLE INSURANCE COMPANY
                               ("Security Union")
                                       AND
                            NEW CENTURY TITLE COMPANY
                                  ("Customer")

                                      DATED
                               SEPTEMBER 30, 1999



STD.AGT.  8/98
<PAGE>
                                Table of Contents

Recitals                                                                      1
Terms of the Agreement                                                        1
A. Introduction                                                               1
B. On-line Data Base Access                                                   6
C. Physical Access to Title Records                                           9
D. Off-site Access to Certain Title Records                                  11
E. Space Use                                                                 12
F. CPN Inquiry System Use                                                    14
G. Image System Use                                                          16
H. Special Software Use                                                      17
I. TITLE-Tax Service                                                         19
J. DELAYED RECON TRACKING SYSTEM                                             20
K. GENERAL TERMS AND CONDITIONS                                              22
MASTER SCHEDULE                                                         ATTACHED
COUNTY SCHEDULE -  PI/GI                                                ATTACHED
COUNTY SCHEDULE - OTHER SERVICES                                        ATTACHED

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                     SECURITY UNION TITLE INSURANCE COMPANY
                                ACCESS AGREEMENT


     THIS AGREEMENT is being executed on the day of , . The parties to this
Agreement are SECURITY UNION TITLE INSURANCE COMPANY, a California corporation
("Security Union") and NEW CENTURY TITLE COMPANY, a California corporation
("Customer").

                                    RECITALS

     This Agreement is being entered into for the purpose of providing Customer
with access to certain records or data owned by Security Union or its providers
and to certain services or software offered by or through Security Union,
pertaining to real property in the County or Counties of the State of California
(each, a "County") set forth on the applicable County Schedule(s) or to
transactions relating to such real property. Any information furnished hereunder
may be contained in physical documents or books (for example, on microfilm or in
lot books) or in one or more separate electronically accessible data bases.

                             TERMS OF THE AGREEMENT

     In consideration of the facts recited above and the mutual promises set out
below, the parties agree as follows:

                                 A. INTRODUCTION

A.1. SCHEDULES

     Attached hereto and made an integral part hereof are a Master Schedule and
     one or more County Schedules. By mutual Agreement, Customer and Security
     Union may amend this Agreement: to add or delete a County Schedule; or to
     amend any County Schedule to modify the scope of access for a particular
     County; or to amend the Master Schedule. Customer acknowledges that the
     fees payable hereunder are subject to change as provided herein and upon
     any addition to, deletion from, or other modification of a County Schedule.

A.2. CERTAIN JOINTLY OWNED INFORMATION

     In certain Counties, selected Title Record information is jointly owned by
     Security Union and one or more other co-owners. Customer access to any such
     jointly-owned information may be provided by a County Schedule to this
     Agreement or by a separate Agreement among Customer, Security Union and the
     joint owner(s). If jointly-owned information is made available to Customer
     under this Agreement, the co-owner(s) is (are) identified on the applicable
     County Schedule for such County. Co-Owners are protected, included and
     obligated collectively with Security Union, by all appropriate provisions
     of this Agreement wherever jointly-owned information is identified on the
     applicable County Schedule. The term "Security Union" in such circumstances
     shall include the co-owner(s).


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A.3. CERTAIN DEFINITIONS

     (a)  DATA BASES. For each County set forth on a County Schedule, the "Data
          Bases" consist of certain designated records of Security Union
          accessible via an on-line system. The PI/GI Data Base includes the
          property index ("PI") and the General Index (the "GI" and sometimes
          known as the Individual/Corporation Index). Security Union's
          Corporation, Limited Partnership and Notary Inquiry System ("CPN
          System") is a state-wide Data Base which contains certain information
          provided to Security Union by the Office of the Secretary of State of
          the State of California. Security Union's Image System contains
          electronic copies of certain Maps, Official Records and Starters
          ("Image System"). The Title-Tax Service Data Base consists of tax,
          bond and assessment information. Security Union may develop, or
          acquire the right to offer access to, other Data Bases. If access to
          any such other Data Base is made available by Security Union to
          Customer, any special terms of such access shall be as set forth in an
          amendment hereto or on an amended County Schedule, as applicable.

     (b)  GROSS TITLE PREMIUMS. The term "Gross Title Premiums" means all
          premiums and other fees charged by Customer for Title Orders
          (including cancellation fees), as well as any other reports or
          products in which Title Records are used and from which Customer
          generates income. To the extent applicable, such amounts shall be
          determined and reported by Customer to Security Union on a County by
          County basis.

     (c)  LOT BOOKS. For each County set forth on a County Schedule, "Lot Books"
          consist of copies of indices in tangible form of recorded documents
          relating to parcels of real property in such County (for example,
          Numbered Tracts, Alphabetical Tracts, Ranchos and Sectional Lands).
          Lot Books may be available as specified in such Schedule.

     (d)  MAPS. For each County set forth on a County Schedule, "Maps" consist
          of copies of diagrams and other graphic representations of boundaries
          relating to parcels of real property in such County. Maps may be
          available as specified in such Schedule.

     (e)  OFFICIAL RECORDS. For each County set forth on a County Schedule,
          "Official Records" (excluding Maps) consist of copies of items
          recorded in the County Recorders' Office. Official Records may be
          available as specified in such Schedule.

     (f)  PROVIDER. The term "Security Union" means each of the persons which
          owns (or co-own) or distributes, furnishes, licenses or otherwise
          makes available to Security Union information, software or other
          similar material which is made available to, or which is used
          (directly or indirectly) by Customer under this Agreement.

     (g)  STARTERS. For each County set forth on a County Schedule, "Starters"
          consist of copies of previously issued policies of title insurance,
          preliminary reports, guarantees and binders. Customer acknowledges:
          (1) that the availability of particular Starters under this Agreement
          shall be determined by Security Union and will not include any
          Starters of any other company which Security Union may have in its
          possession by reason of an Agreement with that company if the
          Agreement with that company contains a provision restricting the use
          of their Starters to Security Union; (2) that access to Starters

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          issued by Ticor Title Insurance Company of California or its
          predecessors (the "Ticor Starters") is subject to separate pricing as
          set forth on the applicable County Schedule; and (3) that Customer
          shall furnish Security Union a full and complete copy of each Starter
          issued by Customer on parcels of real property in a County as a
          condition of having access to Starters from Security Union in such
          County. Copies of Customer furnished Starters shall be delivered,
          without warranty as to correctness, to the manager of the Security
          Union facility which services such County on or before the fifth (5th)
          work day following the month in which the Starter was issued. Such
          copies shall become the property of Security Union, free of any
          restrictions, and Security Union shall have the right to use,
          reproduce, distribute and sell such copies without accounting to
          Customer. Customer agrees that neither Security Union nor any person
          providing copies of Starters to Security Union shall have any
          responsibility to Customer, or any person claiming through Customer,
          for any error or omission in any Starter.

     (h)  TITLE ORDER. The term "Title Order" means an order, by a customer of
          Customer, of a Title Search and an examination thereof which may
          result in the issuance of an evidence of title (for example, a title
          policy, binder, guarantee, or endorsements) or delivery of other
          reports or products in which Title Records are used (for example, a
          preliminary report). Security Union's on-line system contains
          information on the Title Orders Customer has "opened" on such system.

     (i)  TITLE PLANT. The term "Title Plant" means a currently maintained index
          of land records and copies of Official Records and other materials
          related thereto, excluding Starters, for a County.

     (j)  TITLE RECORDS. For each County set forth on a County Schedule,
          Security Union or its Security Unions own or have the right to use
          land title records and materials (including on-line accessible Data
          Bases, Tax and Assessment records, Lot Books, Maps, Official Records
          and Starters, each as defined herein) which are sometimes referenced
          in this Agreement collectively as the "Title Records" for a County.
          The Title Records shall also include any additions and shall be
          subject to any deletions made through Security Union's customary daily
          input and purging procedures. Lot Books, Maps, Official Records,
          Starters and other materials included in the Title Records are
          maintained in one or more formats or media determined by Security
          Union (for example, on microfilm or paper or in electronic form as
          digital files) and Security Union reserves the right to modify any
          such format or medium from time to time. Both parties recognize that
          Security Union or its Security Unions may in the future acquire
          records and materials through purchase, lease, assignment or other
          method of transfer and that Security Union may restrict, or may be
          restricted from allowing, Customer from using such records and
          materials. Any records and materials so acquired and restricted are
          not included in this Agreement.

     (k)  TITLE-TAX SERVICE. For each County set forth on a County Schedule,
          "Computerized Tax Service" consists of tax service to Customer by way
          of access to and retrieval of information from Security Union's
          subsidiary, Title-Tax, Inc., ("Title-Tax"). Title-Tax Service consists
          of a data base of computerized tax, bond and assessment information
          for each County and hereinafter referred to as the "Tax Plant(s)" and
          includes features for automatic date down of open orders (bad checks
          and canceled payments included), and making partial tax searches (for
          current taxes only).

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     (l)  DELAYED RECON TRACKING SERVICE. For each County set forth on a County
          Schedule, "Delayed Recon Tracking Service" consists of services for
          the purpose of tracking deeds of trust and reconveyances ("Tracking
          System"). The Tracking System is designed to meet the requirements of
          California Civil Code "2941(b) (3), which sets forth a procedure in
          which a title insurer that has processed a pay-off of a deed of trust,
          can execute and record a Release of Obligation if the trustee does not
          record a reconveyance within a specified period of time.

     (m)  TITLE SEARCH. The term "Title Search" means the functions of
          identifying, locating and copying the proper accounts and documents
          (including information from on-line accessible Data Bases, Lot Books,
          Maps, Official Records, and Starters) which are necessary for
          examining, reporting on and otherwise issuing an evidence of title on
          specific parcels of real property.

     (n)  PC OR PCS. The term "PC" or "PCs" means a single or group of
          terminals, workstations or personal computers of all types including
          printers or any method of accessing information from the Security
          Union on-line Data Bases by way of telephone data line modem(s).

     (o)  INQUIRY(IES). An "Inquiry(ies)" means any instance of accessing
          Security Union Data Bases including but not limited to, Inquiry by
          Date/Document reference, General Index (AKA Individual/Corporation)
          Inquiries and Property Information Inquiries. Each instance of such
          inquiries to screen and each instance of such inquiries to printer are
          counted separately.

A.4. ACCESS

        For each County selected on a County Schedule, Security Union grants
        Customer nonexclusive access during normal working hours (as set by
        Security Union) to those portions of the Title Records and will perform
        the services identified in such County Schedule. Such access and
        services are subject to all the other provisions of this Agreement. For
        example: (a) if a County Schedule provides for Customer access to
        on-line Data Bases for which Security Union furnishes software for
        remote access such as the Image System, then the provisions of section B
        (On-line Data Base Access), section G (Image System Use), section H
        (Special Software Use) and section K (General Terms and Conditions) are
        all applicable to such use; or (b) if Customer does not use Portable
        Media furnished by Security Union, then the provisions of section D
        (Off-site Access to Certain Title Records) are not applicable to
        Customer.

A.5. TERM

        The effective date of this Agreement is set forth on the Master
        Schedule. Unless sooner terminated in accordance with the provisions
        hereof, this Agreement shall continue in effect so long as any County
        Schedule hereunder is in effect. The term of each County Schedule under
        this Agreement will commence and expire on the dates set forth therein.
        Unless otherwise provided to the contrary in the Master Schedule or a
        County Schedule, each County Schedule shall be automatically extended
        for successive additional terms of duration equal to the Initial Term
        set forth in the then current Master Schedule unless either party gives
        written notice to the other party of its election not to so extend at
        least six (6) months (but not more than twelve (12) months) prior to the
        end of the initial term or of any additional term for such County
        Schedule.

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                           B. ON-LINE DATA BASE ACCESS

The provisions of this section B apply, in addition to any other applicable
section, if a County Schedule provides that Customer may access any Data Base
for such County either from PCs owned by Security Union or Customer at a
Security Union facility or from Customer PCs in some other location. Other
sections of this Agreement which may be applicable to on-line Data Base access
include: section F (CPN System Use), section G (Image System Use), section H
(Special Software Use), section I (Title-Tax Service), and section J (Recon
Tracking Service) in addition to the other relevant provisions of this
Agreement.

B.1. DATA BASE ACCESS FEES

     The monthly fee, monthly minimum fee and additional fees to Customer for
     on-line access to each Data Base for a County shall be as set forth on the
     applicable County Schedule. The monthly minimum fee shall be due and
     payable regardless of whether or not Customer finds it necessary to access
     such Data Base. Customer shall pay the applicable fee for additional ports
     for each County in which Customer requires more than two ports into
     Security Union's on-line system. Customer agrees that in addition to the
     definition of Inquiry or Inquiries at Section A.3(o), Security Union shall
     not be responsible to Customer for the number of inquiries made. The reason
     for inquiries is strictly Customer's responsibility. Customer has observed
     and understands the Security Union system of inquiry counting and accepts
     that system, including the amount of data provided to customer by Security
     Union for purposes of billing, as reasonable.

B.2. CUSTOMER EQUIPMENT, TELEPHONE LINE AND SUPPLIES

     (a)  CERTAIN REQUIREMENTS. Security Union will notify Customer of Security
          Union's requirements for Customer hardware and third party software
          needed for Customer to connect to Security Union's on-line system.
          Customer is responsible for the selection, payment and acquisition,
          installation and maintenance of such hardware and software, and
          related supplies. Security Union may suspend Customer access to an
          on-line system if Customer supplied hardware or third party software
          fails to meet Security Union requirements.

     (b)  CERTAIN EQUIPMENT. Security Union will arrange for the installation
          and maintenance of the telephone data transmission service and the
          related Customer premises data interconnection device, DSU/CSU or data
          modem ("modem"). All expenses related thereto (including monthly
          rental of the modem) are payable by Customer to Security Union.

     (c)  SYSTEM ENHANCEMENTS. Customer shall convert to or provide equipment
          required and as specified by Security Union, at Customer's own
          expense, to access Security Union Data Base system enhancements.

B.3. SECURITY CONCERNS

     (a)  PASSWORDS. In connection with on-line Data Base access, Security Union
          may establish identification codes and password security. In such
          cases, Customer is responsible for choosing one or more secure
          passwords and for keeping all passwords secret. In the event of a
          security breech or unauthorized access to an on-line Data Base through
          use of a Customer identification code and password, Customer agrees to
          contact Security Union immediately upon discovering such a breach.
          Customer is responsible for the results of and any costs incurred as a

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          result any such unauthorized access until notice of such a security
          breach is given to Security Union.

     (b)  UNSECURE PASSWORDS. Security Union reserves the right to check the
          security of Customer passwords. If a Customer password is found to be
          unsecure, Security Union reserves the right to immediately suspend
          access to the applicable Data Base without notice.

     (c)  NO BYPASSING SECURITY. Customer agrees to not attempt to bypass any
          security mechanisms in place on any Security Union on-line system, or
          to use any Security Union on-line system or service to attempt to
          bypass any security mechanisms in place on any other system. This
          includes, but is not limited to, running any password cracking
          software, or attempting to access a system which Customer knows or
          reasonably should know it is not authorized to access in the manner or
          to the extent attempted.

B.4. INTERRUPTION OF ON-LINE ACCESS

     (a)  TEMPORARY INTERRUPTIONS. The parties recognize that the input and
          retrieval of the information contained in any Security Union computer
          system is subject to the hazards of temporary interruptions by reason
          of equipment or communications failures arising out of numerous
          possible causes and that Security Union is not a guarantor of the
          constant and continual availability of the Security Union computer
          system or Customer's access to it. Security Union does, however, agree
          that it shall maintain a reasonable capability to provide timely,
          workmanlike repair and maintenance service whenever its computer
          system becomes temporarily inoperable.

     (b)  SECURITY COPY. Security Union further covenants and agrees that it
          shall at all times maintain a security copy of the Data Bases. The
          security copy shall be stored away from the location of Security
          Union's other land records and updated daily.

     (c)  INOPERABLE PCS. If PCs located in a Security Union facility and used
          by or under the management control of either Security Union personnel
          or Customer personnel become inoperable, the parties shall reasonably
          cooperate with each other, on a resources available basis, to share in
          the use of the other's PCs located in such facility without cost for
          the period of time reasonably necessary to bring the inoperable PC
          into normal operation. The party having a PC which has become
          inoperable must take all reasonable steps to place the PC back into an
          operational status as soon as practicable.

     (d)  COMPUTER SYSTEM LIABILITY DISCLAIMER. Notwithstanding any provision of
          this Agreement to the contrary, Customer agrees that Security Union
          shall incur no liability to Customer in the event of any damage or
          destruction to any Security Union computer system or the
          communications network through which Customer accesses such computer
          system. Security Union shall not be required to reconstitute or
          reconstruct the then existing computer system if such computer system
          is damaged or destroyed from any cause whatsoever.

B.5. SYSTEMS CHANGES

     (a)  SYSTEMS CHANGES. It is anticipated that Security Union may, during the
          term of this Agreement, but without obligation to do so, make certain
          systems enhancements in the methods of input, storage or retrieval or
          make other changes or develop new systems or Data Bases. It is agreed
          by Customer that Security Union will have the right to make
          enhancements, changes or additions so long as the use by Customer of a

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          Data Base(s) as set forth on the applicable County Schedule(s) is
          comparable to the use provided to other users of such Data Base(s).
          Security Union reserves the right to discontinue offering a system or
          Data Base which has been functionally replaced as a result of any such
          enhancements or changes upon not less than six (6) months notice to
          Customers.

     (b)  SEPARATELY PRICED OPTIONS. If the benefits or services provided by any
          systems enhancements, changes or additions mentioned above are offered
          as separately priced options or services, then any such options or
          services will not be available to Customer as part of any fees as
          initially set forth on a County Schedule.

                       C. PHYSICAL ACCESS TO TITLE RECORDS

The provisions of this section C apply, in addition to any other applicable
section, if a County Schedule provides that Customer has physical access to
Title Records and other materials for such County located in a Security Union
facility (whether or not Security Union makes designated space available for use
by Customer). On-line access to electronic images of Title Records and other
materials is not included in this section.

C.1. STARTERS

     To the extent set forth on the applicable County Schedule(s), Security
     Union shall make available to Customer those Starters which are physically
     located at Security Union's facility or within Security Union's Image
     System for the affected County, subject to the provisions of paragraph
     A.3.(g).

C.2. LOT BOOKS

     To the extent set forth on the applicable County Schedule(s), Security
     Union agrees to make available to Customer Lot Books located at Security
     Union's facility for such County(s).

C.3. MAPS

     To the extent set forth on the applicable County Schedule(s), Security
     Union agrees to make available to Customer Maps located at Security Union's
     facility for such County(s).

C.4. OFFICIAL RECORDS

     To the extent set forth on the applicable County Schedule(s), Security
     Union agrees to make available to Customer Official Records located at
     Security Union's facility for such County(s).

C.5. PHYSICAL ACCESS FEES

     The monthly fee and monthly minimum fee to Customer for physical access to
     Title Records at a Security Union facility shall be as set forth on the
     applicable County Schedule. The monthly minimum fee shall be due and
     payable regardless of whether or not Customer finds it necessary to use any
     Title Records.

C.6. USE OF EQUIPMENT; REFILING AND PRINTING

     To the extent made available by Security Union at a facility, Customer may
     use Security Union printers and other duplication equipment on a shared
     basis with other Security Union customers using such facility. Security
     Union shall provide personnel and equipment necessary for the refiling of
     all film cassettes or reels pulled for use by Customer and for printing,
     upon request, one initial copy for Customer of any physical Title Record
     which Security Union now or in the future deems necessary to restrict from
     general access. Security Union shall bill and Customer shall pay its

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     monthly pro rata share of Security Union's cost of providing such equipment
     and services.

C.7. OWNERSHIP AND USE OF THE SECURITY UNION FACILITY

     (a)  SECURITY UNION CONTROL. Customer agrees that the use of the Security
          Union facilities and its contents shall at all times be in the custody
          and under the supervision of an employee of Security Union.

     (b)  NO REMOVAL OF RECORDS. No part of any Title Record in tangible form
          (for example, Lot Books or microfilm) shall be removed from the
          premises of Security Union.

     (c)  COPIES OF DOCUMENTS. Subject to the other provisions of this
          Agreement, Customer shall have the right to make photo copies of
          individual documents and other Title Record information maintained in
          a Security Union facility.

     (d)  CONDUCT OF EMPLOYEES. The use of a Security Union facility by Customer
          and the conduct and physical appearance of employees of Customer while
          on the premises of Security Union shall all be subject to the same
          directives and instructions by Security Union now or in the future
          directed to employees of Security Union. Security Union shall have the
          right to refuse entrance and access to any employee of Customer not
          complying with directives and instructions of Security Union.

C.8. FUTURE CHANGES TO ACCESS SYSTEMS

     (a)  FUTURE CHANGES. Security Union may in the future develop or acquire
          new systems or enhance existing systems that may provide and require
          Customer's use of new methods for the retrieval of Title Record
          information now stored on microfilm or other media by way of the
          addition of new hardware or software designed to interface with
          computer storage other than as presently provided for in this
          Agreement.

     (b)  SEPARATELY PRICED OPTIONS. If the benefits or services provided by any
          new systems or enhancements mentioned above are offered as separately
          priced options or services, then any such options or services will not
          be available to Customer as part of any fees as initially set forth on
          a County Schedule.

                   D. OFF-SITE ACCESS TO CERTAIN TITLE RECORDS

The provisions of this section D apply, in addition to any other applicable
section, if a County Schedule provides that Security Union will furnish a copy
of specified Title Records on media such as microfilm ("Portable Media") to
Customer for use at Customer's premises, in lieu of at a Security Union
facility.

D.1. OFF-SITE PORTABLE MEDIA USE FEES

     The initial fee and monthly fee to Customer for off-site use of specified
     Portable Media shall be as set forth on the applicable County Schedule.
     Security Union will deliver such Portable Media to Customer within 60 days
     of complete execution of the applicable County Schedule or amendment
     thereto which provides for its delivery.

D.2. COPIES OF DOCUMENTS

     Customer will not copy or make duplicate sets in any media of Portable
     Media made available by Security Union. However, subject to the other
     provisions of this Agreement, Customer shall have the right to make photo

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     copies of individual documents and other Title Record information
     maintained on the Portable Media solely for the purpose of use in
     Customer's work files.

D.3. STORAGE AND RELOCATION OF PORTABLE MEDIA

     Customer will keep the Portable Media made available by Security Union at
     the premises identified on the applicable County Schedule. Outside of
     Customer's normal business hours, such Portable Media will be stored in a
     locked cabinet. No part of such Portable Media shall be removed from the
     premises of Customer without the consent of Security Union; such consent
     will not be unreasonably withheld in the event of the relocation of
     Customer's premises.

D.4. AVAILABILITY ON IMAGE SYSTEM.

     In the event Security Union causes the applicable Portable Media to be
     available on its Image System, then Security Union may, at its discretion,
     require Customer to discontinue off-site use of the Portable Media and
     begin use of the same media via the Image System.

D.5. INSURANCE AND REIMBURSEMENT OF VALUE

     In addition to other insurance required in this Agreement, Customer shall
     maintain and pay the premium for insurance covering any occurrence of
     damage or loss of the portable media. The amount of the insurance shall be
     the amount set forth on the County Schedule providing for the use of the
     portable media. Customer agrees that the amount set forth in the County
     Schedule shall be the minimum amount due and payable to Security Union in
     event of the loss or theft of the portable media.

D.6. RETURN OF PORTABLE MEDIA

     If Customer discontinues active use of Portable Media made available by
     Security Union in a County, or if any County Schedule under which such
     Portable Media is made available is terminated or expires, the applicable
     Portable Media will be returned promptly to Security Union. However, if
     Customer elects to use the on-line Image System (when, as and if such a
     system is offered by Security Union for a County), then Customer shall
     return the affected Portable Media after the lapse of a 60-day transition
     period.

                                  E. SPACE USE

The provisions of this section E apply, in addition to any other applicable
section, in the event that a County Schedule provides that Customer has use of
designated space in a Security Union facility for such County.

E.1. DESK SPACE, EQUIPMENT AND SUPPLIES

     (a)  DESK AND EQUIPMENT SPACE; AUTHORIZED USE. Security Union agrees to
          make available, at Security Union's facility, certain office space for
          desks and equipment as may be reasonably necessary to be used by
          employees of Customer for the purpose of permitting physical access to
          the Title Records maintained at such facility in tangible form to the
          extent set forth on the applicable County Schedule. Customer shall use
          such office space solely to perform Title Searches of specific parcels
          of real property which are the subject of Title Orders to Customer or
          normal customer service provided by Customer. Customer functions not
          related to performing a Title Search, including without limitation the
          actual examination of the title and the process of "writing up" a
          title examination, are not to be performed at a Security Union
          facility.

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     (b)  EQUIPMENT AND SUPPLIES. All equipment and third party services (for
          example, microfilm viewer-printers, copiers and telephone service)
          used by Customer's employees at a Security Union facility are to be
          installed and paid for by Customer, and all supplies and materials
          used by Customer's employees at such facility are to be paid for by
          Customer. However, Customer may use Security Union's equipment and
          services, to the extent available and as provided in section C.6. All
          personal property stored by Customer in a Security Union facility will
          be at the sole risk of the Customer. Security Union shall not be
          liable for any misuse or unauthorized use of Customer's equipment or
          property, including telephone equipment and lines. Customer
          acknowledges that Security Union may charge access fees relating to
          third party vendor access to Security Union facilities such as
          telephone equipment rooms.

     (c)  EMERGENCY ACCESS. In emergency situations, Security Union will, at the
          expense of Customer, cooperate with Customer in endeavoring to provide
          for the opening of a Security Union facility and the supervision by an
          employee of Security Union, for Customer's physical access to Title
          Records in order to satisfy Customer's reasonable access requirements.
          Customer shall comply with the policies of the manager of the
          applicable Security Union facility regarding reasonable notice and
          other emergency access requirements.

E.2. SPACE USE FEE

     (a)  FEES. The monthly fee and monthly minimum fee to Customer for use of
          the office space occupied by Customer's personnel, equipment and
          furniture at Security Union's facility shall be as set forth on the
          applicable County Schedule. The monthly minimum fee shall be due and
          payable regardless of whether or not Customer finds it necessary to
          use space at a Security Union facility. Adjustments shall be made to
          the space use fee effective on the first day of a month designated by
          Security Union on the applicable County Schedule; after the initial
          adjustment date, such adjustment date may be changed upon advance
          written notice by Security Union; however, such adjustments will not
          be made more frequently than every twelve months during the initial
          term and any additional term of the applicable County Schedule. The
          adjustment in the fee shall be an increase or a decrease as necessary
          to adjust the space use fee to an amount equal to the actual average
          square foot building expense of the prior twelve month period,
          together with the rent rate to be paid by Security Union during the
          succeeding twelve month period. Building expenses shall include, but
          not be limited to: premises rent, utilities, music/paging system,
          janitorial and refuse service, building, parking lot, rest room,
          heating and air conditioning maintenance, together with a ten percent
          (10%) administrative fee.

     (b)  MINIMUM SPACE. The amount of space set forth on the applicable County
          Schedule is Customer's minimum space requirement for such County. In
          Security Union's discretion and on a space available basis, Customer
          may increase its minimum space requirement, and Customer shall pay for
          increased minimum space at the same square footage rate as for its
          prior minimum space. The minimum space required may be decreased only
          if Security Union has a substitute use or other need for such
          decreased amount of space. Any decrease in the minimum space
          requirement must be agreed to in writing by both parties.

                                      -10-
<PAGE>
                            F. CPN INQUIRY SYSTEM USE

The provisions of this section F apply, in addition to any other applicable
section, if a County Schedule provides that Customer may access that portion of
the Title Records known as the CPN System either from Security Union or Customer
PCs at a Security Union facility or from a Customer PC in some other location.
Since the CPN System is a Data Base and a Product is furnished to Customer in
connection with Customer's on-line access, section B (On-line Data Base Access)
and section H (Special Software Use) are also applicable in addition to the
other relevant provisions of the Agreement.

F.1. CPN SYSTEM

Security Union shall, through use of the CPN System, provide Customer at the
location(s) specified on the applicable County Schedule with data as to the
status of corporations, limited partnerships and notaries, as such information
is provided to Security Union by the Office of the Secretary of State of the
State of California.

F.2. CPN SERVICE FEES

The service fee for inquiries into the CPN System shall be as set forth on the
applicable County Schedule. Security Union reserves the right to increase such
fees upon thirty (30) days written notice.

F.3. STANDARD OF PERFORMANCE

Security Union is purchasing the basic information for the CPN System from the
Office of the Secretary of State of State of California. In addition to all
warranty exclusions, disclaimers, limitations of liabilities and indemnities
applicable to Title Records generally, Security Union disclaims any
responsibility or liability for the accuracy of any of the information contained
therein or for any information delivered to Customer. THE INFORMATION IS
PRODUCED AND SOLD FOR GENERAL INFORMATION PURPOSES ONLY, SAID INFORMATION IS NOT
TO BE CONSTRUED AS HAVING THE LEGAL EFFECT OF A CERTIFIED COPY BY THE SECRETARY
OF STATE OF ANY OF THE INFORMATION OR AN OFFICIAL CERTIFICATION OF FILING BY THE
SECRETARY OF STATE. When information is displayed on a video display, the
following statement shall appear continuously on the first screen line at the
beginning of each record in pica size type or larger and in capitals:

     THIS DATA IS FOR INFORMATION PURPOSES ONLY, CERTIFICATION CAN ONLY BE
     OBTAINED THROUGH THE SACRAMENTO OFFICE OF THE CALIFORNIA SECRETARY OF
     STATE.

Such statement may not be altered, abbreviated or modified in any way. Customer
shall indemnify, defend and save harmless Security Union and the State of
California, their officers, directors, affiliates, agents and employees from any
and all claims and losses accruing or resulting to any and all persons, firms or
corporations as a direct result of errors or omissions introduced into the CPN
System or data by anyone or/and resulting from the dissemination by anyone of
any or all of the information contained in the CPN System.

                                      -11-
<PAGE>
                               G. IMAGE SYSTEM USE

The provisions of this section G apply, in addition to any other applicable
section, if a County Schedule provides that Customer may access that portion of
the Title Records known as the Image System for such County either from Security
Union or Customer PCs at a Security Union facility or from a Customer PC in some
other location. Since the Image System is a Data Base and a Product is furnished
to Customer in connection with Customer's on-line access, section B (On-line
Data Base Access) and section H (Special Software Use) are also applicable in
addition to the other relevant provisions of the Agreement.

G.1. IMAGE SYSTEM

     Security Union shall, through use of the Image System, provide Customer at
     the location(s) specified on the applicable County Schedule with electronic
     copies of document images via on-line access to such system.

G.2. IMAGE SERVICE FEES

     The service fees for inquiries into the Image System shall be as set forth
     on the applicable County Schedule. The amount of such fees will depend on
     one or more factors, including: the form of service utilized by Customer
     (for example, Automated Image Service or On-Demand Image Service), the
     basis of the document request (for example, Per Item Basis or Per Order
     Basis), the type of document(s) requested (for example, Official Records,
     Maps, Starters, etc.), the quantity of the document(s) requested, etc., as
     set forth on the applicable County Schedule. If copies of documents are
     maintained in folders on the Image System, storage fees will be incurred.
     The total fees for on-line access to the Image System for each month will
     be no less than the amount specified as the minimum monthly fee for Image
     System use on the applicable County Schedule. This minimum monthly fee will
     be due and payable regardless of whether or not Customer retrieves any
     document images.

G.3. STANDARD OF PERFORMANCE

     In addition to all warranty exclusions, disclaimers, limitations of
     liabilities and indemnities applicable to Title Records generally: In the
     event that Customer discovers an error, defect or omission in any document
     image, Security Union's sole obligation, and Customer's exclusive remedy
     with respect thereto, is to replace such image with a duplicate image of
     the applicable document if a better image is available from the source
     thereof (for example, for a recorded document, in the official records of
     the applicable County Recorder).

                             H. SPECIAL SOFTWARE USE

The provisions of this section H apply, in addition to any other applicable
section, if Security Union delivers one or more computer software programs or
products (each a "Product" and including any enhancements thereto) to Customer
for use either on Security Union or Customer PCs at a Security Union facility or
on Customer PCs in some other location. A Product may be delivered to Customer
as a "stand alone" item or in connection with another service set forth on a
County Schedule.

H.1. USE OF THE PRODUCT

     Security Union grants Customer a non-exclusive, non transferable license to
     use each Product covered by and subject to this section H during the term
     of the applicable County Schedule on any PC which meets the Security
     Union's specifications. At the expiration or termination of the applicable
     County Schedule, Customer will purge all copies of the Product from its PCs

                                      -12-
<PAGE>
     and any storage media, and upon request of Security Union certify that it
     has done so.

H.2. LICENSE FEES

     If use of a Product is subject to a separate license fee, the monthly fee,
     monthly minimum fee and any additional fees for such shall be as set forth
     on the applicable County Schedule. The amount of such fees will depend on
     one or more factors, including: the authorized number of copies, PCs or
     users; the number of inquiries; separately priced options, if any,
     selected; etc. Products for which the fees are based on the number of
     licensed copies, PCs or users, shall not be used in excess of the
     applicable quantity or other limitation set forth on the applicable County
     Schedule without Customer notifying Security Union, executing the
     applicable updated County Schedule and the payment of additional fees from
     the date such excess use commences.

H.3. RESTRICTED USE

     Customer shall use the Product solely for the purpose of accessing a
     Security Union Data Base to the extent provided on the applicable County
     Schedule or for such other purpose set forth in the user materials
     accompanying the Product.

H.4. BACKUP COPIES

     In addition to the authorized number of licensed copies, Customer may make
     one copy of the Product software for backup purposes. Written documentation
     may not be copied or distributed to others.

H.5. CERTAIN RESTRICTIONS

     Customer shall not disclose or transfer the Product, or any copy thereof,
     except in connection with a permitted transfer of the Agreement. Customer
     shall not reverse engineer, decompile, disassemble, copy or create a
     derivative work of the Product contrary to this Agreement or applicable
     law.

H.6. TELEPHONE SUPPORT AND MAINTENANCE

     Security Union will provide (i) reasonable amounts of consultation via
     telephone to assist Customer in the use of the Product and (ii) all
     enhancements to the Product developed by Security Union and generally made
     available to other Security Union customers of the Product, except
     separately priced options. Unauthorized changes or attempted changes by
     Customer to the Product or the failure of Customer to properly install the
     Product or updates thereto, shall, at the sole and exclusive option of
     Security Union, terminate the support and maintenance provisions of this
     Agreement with respect to such Product. In the event Security Union
     provides services at Customer's request to correct a suspected error, and
     such error is either non-existent or the result of an unauthorized change
     to the Product, Customer agrees to compensate Security Union for its
     services, but in no case shall said compensation exceed Security Union's
     prevailing commercial prices plus reasonable expenses.

H.7. LIMITED WARRANTY/LIMITATION OF LIABILITY

     The Product is licensed to Customer "AS IS." The provisions of section K
     (General Terms and Conditions) relating to warranty exclusions,
     disclaimers, limitations of liabilities and indemnities are applicable to
     the use of the Product. Customer assumes full responsibility for the
     results obtained using a Product.

                                      -13-
<PAGE>
H.8. U.S. GOVERNMENT RESTRICTED RIGHT

     The Product and related materials are provided with RESTRICTED RIGHTS. Use,
     duplication, or disclosure by the Government is subject to restrictions as
     set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and
     Computer Software clause at DFARS 252.227-7013 or subparagraphs (c)(1) and
     (2) of the Commercial Computer Software Restricted Rights clause at 48 CFR
     52.227-19, as applicable. Contractor/manufacturer is Security Union Title
     Insurance Company at the address set forth below its signature.

                              I. TITLE-TAX SERVICE

The provisions of this section I apply, in addition to any other applicable
section, if a County Schedule provides that Security Union will furnish
Title-Tax Service to Customer either from Security Union or Customer PCs at a
Security Union facility or from a Customer PC in some other location. Since
Title-Tax Service is a Data Base, section B (On-line Data Base Access) is
applicable in addition to the other relevant provisions of the Agreement.

I.1. TAX SERVICE

     Security Union shall through its subsidiary, Title-Tax Inc., provide the
     services described in this section and at section A.3(K) of this Agreement.

I.2. ADDITIONAL SERVICES

     Security Union agrees that the following additional services will be
     provided to Customer pertaining to real property located in the County(s).

     (i)  The current status of real property taxes and depositing payments of
          taxes and assessments furnished by the Customer with the designated
          taxing authority in said County(s), and

     (ii) Abstracting of court records of the courts located in the County(s),
          including the United States Bankruptcy Court, the Superior Court and
          the Municipal Court (including the Small Claims Division); and filing
          Satisfactions, Releases and other court documents as furnished by
          Customer, in the above mentioned Courts, all hereinafter referred to
          as "Court Services".

I.3. MINIMUM MONTHLY FEE.

     Customer agrees that during the period of this Agreement, Customer shall
     pay Title-Tax each month a minimum monthly fee. That fee shall be the per
     order fee(s) set forth on the County Schedule for each and every title
     order Customer opens for the County(s) regardless of whether or not
     Customer finds it necessary to use Title-Tax Services for any order(s).

I.4 REIMBURSEMENT OF EXPENSES

     Customer agrees to reimburse Title-Tax, monthly, for any out-of-pocket
     expenses incurred by Title-Tax. "Out-of-pocket expenses" means any amount
     paid or service performed, and not specifically provided for in the
     Agreement by Title-Tax on behalf of Customer. Such out-of-pocket expenses
     shall be billed monthly by Title-Tax to Customer. Such billing is to be
     paid by Customer within ten (10) days of the receipt thereof.

I.5. INDEMNIFICATION

     Title-Tax shall indemnify and hold Customer harmless for losses resulting
     from the errors or omissions in the Tax Plant or from the errors or
     omissions of Title-Tax's employees in obtaining or reporting information

                                      -14-
<PAGE>
     requested by Customer up to a maximum of Twenty-five Thousand Dollars
     ($25,000.00) per order; provided, however, Title-Tax shall not be liable
     for errors or omissions (1) of any state, county, or local municipality
     employee; or (2) contained in the records, files, books or documents
     (including magnetic tape files) of said state, county or municipality; or
     (3) by reason of any revision, correction or change made in such records,
     files, books or documents after their incorporation into the Tax Plant.

                        J. DELAYED RECON TRACKING SERVICE

The provisions of this section J apply, in addition to any of the applicable
sections, if a County Schedule provides that Security Union will furnish Delayed
Recon Tracking Service to Customer from either Security Union or Customer PCs at
a Security Union facility or from a Customer PC in some other location. Since
the Delayed Recon Tracking System includes access to a Data Base and a Product
is furnished to Customer in connection with Customer's on-line access, section B
(On-line Data Base Access) and section H (Special Software Use) are also
applicable in addition to the other relevant provisions of the Agreement.

J.1 DELAYED RECON TRACKING SERVICE

     Security Union shall provide Customer with the following services through
     use of the Tracking System and Security Union employees by performing the
     following:

     *    Initiate tracking requests not less than twice a week upon receipt of
          tracking information as provided by Customer.

     *    Enter all data necessary to initiate the tracking of a deed of trust.

     *    Review daily "adds report" to ensure all tracking requests given to
          Security Union have been entered into the Tracking System.

     *    Provide Customer with a copy of any "matched report" generated by the
          system which lists reconveyances that have been recorded for deeds of
          trust that have been entered into the Tracking System. If no recorded
          reconveyance is found in Security Union's Title Plant System 80 days
          after the entry of the tracking request, Security Union will:

     *    Sign and notarize the "Affidavit of Service by Mail".

     *    Sign and mail "Notice of Intent to Record Release of Obligation Under
          Deed of Trust" to the appropriate parties per CC "2941(b)(3).

     If no recorded reconveyance is found in Security Union's Title Plant
     System, 91 days after the entry of the tracking request, Security Union
     will deliver to Customer, the signed Affidavit of Service by Mail, a copy
     of the Notice of Intent to Record Release of Obligation Under Deed of Trust
     and the Release of Obligation under Deed of Trust to be signed and recorded
     by the Customer.

J.2 CUSTOMER'S OBLIGATION.

     In order to assure prompt and quality service, Customer shall provide to
     Security Union, a completed Delayed Recon Tracking Data Form ( to be
     designed and provided by Security Union), to enable Security Union's
     Delayed Recon Tracking System Operator to complete the input of the
     tracking information.

                                      -15-
<PAGE>
J.3 LIABILITY

     (a)  LIMITATION OF DAMAGE. Security Union shall be responsible for any
          Security Union input error in entering the data as provided by
          Customer into the Tracking System, but only to the extent of the fees
          charged for the tracking input found to be in error. Upon being
          advised of an error by Customer, Security Union will either re-process
          the tracking request at no charge or allow Customer credit for the
          fees charged for the input that was in error, as directed by Customer.

     (b)  DISCLAIMER OF LIABILITIES. In addition to the provisions of section
          K.14 (b) of this Agreement, Security Union and Customer agree that no
          other person, firm or corporation not a party to this Agreement has or
          shall acquire any rights under this Agreement. Security Union and
          Customer also agree that Security Union assumes no liability, and
          shall not be held liable to any property owner or party to any deed of
          trust entered in the Tracking System, except as stated at Paragraph
          J.3(a) above.

     (c)  ACCURACY OF CUSTOMER INFORMATION. It is understood and agreed between
          the parties that Security Union will rely, on the accuracy of the
          information provided by Customer. It is further understood and agreed
          between the parties that Security Union will make no investigation
          into and shall have no responsibility for the propriety, or lack
          thereof, of releasing any deed of trust entered into the Tracking
          System.

J.4 USE OF TRACKING SYSTEM.

     Services furnished to Customer under this Agreement are to be used by
     Customer solely for the purpose of tracking reconveyances on specific
     parcels of real property involved in Customer's title orders.

J.5 CANCELLATION OF DELAYED RECON TRACKING SERVICES.

     Security Union may cancel the services provided by this section without any
     prior written notice for any of the following reasons:

     (a)  CUSTOMER DISCONTINUES BUSINESS IN COUNTY. For any County in which
          Customer discontinues business for any reason whatsoever. Since it
          will be difficult for Security Union to determine the extent of its
          damages should this Agreement or the services provided by this section
          be canceled prior to its original term, Customer agrees to pay to
          Security Union a sum equal to the total fees for the three months
          immediately preceding the cancellation, as liquidated damages and not
          as a penalty.

     (b)  TITLE PLANT AGREEMENT CANCELLATION. For any County in which Customer's
          Agreement with Security Union for use of its title plant(s) terminates
          for any reason.

J.6. TERMINATION ON DEFAULT BY CUSTOMER

     In the event of a default by Customer for any reason, Security Union will
     be under no further obligation to continue to mail notices of Intent to
     Record Release of Obligation under Deed of Trust, or to deliver Release of
     Obligation under Deed of Trust documents to Customer until such time as
     said default is cured.

J.7. SYSTEMS CHANGES

     Security Union may in the future develop or acquire systems enhancements
     that may provide for additional services. These systems enhancements may
     provide Customer with a more efficient system. If and when those systems
     enhancements are available, Security Union and Customer will enter into
     good faith negotiations to arrive at additional charges for Customer's use
     of the Tracking System.

                                      -16-
<PAGE>
                         K. GENERAL TERMS AND CONDITIONS

All Customer access to, or use of, Security Union Title Records, systems,
products, services or facilities under this Agreement is subject to the
provisions of this section K, in addition to any other applicable section.

K.1. LIMITATIONS ON ACCESS

     (a)  CUSTOMER USE ONLY. Access to the Title Records, including access to
          the Data Bases, Lot Books, Maps, Official Records, Starters and other
          materials, products, software and services, shall be limited to the
          employees of Customer who perform Title Searches of specific parcels
          of real property pursuant to Title Orders of, and related customer
          service for, customers of Customer. Such limitation will apply whether
          such use or access is at a Security Union facility or at some other
          location used by Customer.

     (b)  NO TOURS OR DEMONSTRATIONS. Customer will not (1) conduct any 'tour'
          of, or give access to, any facility where the Title Records are
          located, or (2) demonstrate the use of the Security Union on-line
          system or other systems, or make the documentation for such systems
          available, except to train and indoctrinate persons who are authorized
          employees and contractors of Customer acting within the scope of this
          Agreement.

K.2. OWNERSHIP AND USE

     (a)  TITLE RECORDS. The Title Records shall at all times remain the
          property of Security Union or its Security Unions.

     (b)  PRODUCTS, SYSTEMS AND DOCUMENTATION. All programs, data bases, manuals
          and documentation relating to any Product, Data Base or system
          (including without limitation, compression, storage, and retrieval
          techniques and formats and any enhancements made thereto) are and
          shall remain the property of Security Union or its Security Unions.
          Each Product and Data Base compilation is protected by United States
          copyright laws and international treaty provisions. Customer agrees to
          treat manuals and documentation provided as part of any Product or
          system as proprietary information of Security Union or its Security
          Unions and make them available solely to Customer's employees or
          authorized representatives on a need-to-know basis. Customer further
          agrees to not make copies of such manuals and documentation. Customer
          agrees to return all applicable Security Union property upon
          termination of this Agreement or of a County Schedule.

     (c)  NO UNAUTHORIZED USE. Customer agrees to make no reproductions of the
          Title Records or use or permit use of the information obtained
          therefrom except as provided in this Agreement.

     (d)  TITLE USE ONLY. Title Records made available to Customer under this
          Agreement are to be used by Customer solely for the purpose of
          conducting Title Searches of specific parcels of real property and
          examinations thereof in connection with bona fide Title Orders of
          Customer. Without limiting the generality of the foregoing, Customer
          agrees that access to the Title Records shall not be utilized by
          Customer or any of its employees for the purpose of furnishing any
          Title Record information to any other title insurance company, title
          company, or any person, firm or corporation except Customer and
          Customer's customers in the ordinary course of its business. However,
          Customer shall have the right to utilize the Title Records to furnish
          the usual customer service as to inquiry by customers of Customer as

                                      -17-
<PAGE>
          regards specific parcels of land or specific documents covered in such
          Title Records; provided that Customer shall not deliver a copy of any
          Starter not furnished to Security Union by Customer to any other
          person.

     (e)  NO AGREEMENTS FOR USE BY CUSTOMER. Customer shall not be allowed to
          provide for extraordinary title service Agreements to its customers.
          Use of the Data Bases and the Title Records is to be limited to
          specific bona fide orders for title insurance policies, binders,
          guarantees, endorsements and reports covering specific parcels of real
          property. However, Customer shall have the right to utilize the Data
          Bases and the Title Records to furnish the usual customer service as
          to inquiry by customers of Customer as regards specific parcels of
          land or specific information in the Data Bases and the Title Records.

     (f)  OTHER USES BY SECURITY UNION. Security Union shall have the right,
          during the term of this Agreement, to enter into other contracts with
          any title insurer, title company or any other person, firm or
          corporation, covering all or any part of the Title Records or Security
          Union's facilities. Those contracts may include, but shall not be
          limited to, information access Agreements, Title Plant leases, Title
          Plant service Agreements, underwriting contracts or any combination of
          the above.

     (g)  NONEXCLUSIVE USE. It is recognized by the parties that Security Union
          and its affiliates shall continue to use the Title Records in the
          usual and ordinary course of business of reporting upon and insuring
          land titles, while at the same time furnishing services to Customer as
          well as others.

     (h)  ADVERTISEMENT OF USE OR OWNERSHIP. During the term of the Agreement,
          Customer shall not publicize to the public that Customer owns any
          Title Records or Security Union Title Plant or has any interest
          therein except such rights as are specifically granted to Customer by
          this Agreement. Likewise, during the term of this Agreement, Security
          Union shall not, in any advertisement or publicity, state that
          Customer is dependent upon Security Union for use of the Title Records
          or any Security Union facility. Security Union may, however, publicize
          to whatever extent it may desire, its ownership of the Title Records
          and its facilities and services.

K.3. CERTAIN REMEDIES

     In the event that Customer (a) makes any unauthorized copy or duplicate set
     of any Portable Media or Product, or (b) fails to return any Portable Media
     or Product promptly when due; then Customer acknowledges and agrees: (1)
     that remedies at law shall not be adequate; (2) that Security Union will
     suffer irreparable harm; and (3) that Security Union shall be entitled, not
     only to its damages, but also to injunctive relief without the necessity of
     posting bond.

K.4. DUE CARE USE

     Customer agrees to exercise due care in the use of Security Union
     facilities, services, systems and information, so as to prevent loss or
     damage. Customer also agrees that it shall be liable to Security Union
     (and, if applicable, its Security Unions) for any loss or damage to any
     property of Security Union or its Security Unions arising out of a failure
     to exercise due care or arising out of an intentional, dishonest or
     fraudulent act of an employee of Customer.

                                      -18-
<PAGE>
K.5. TRAINING AND SPECIAL SERVICES

     (a)  TRAINING. Security Union will provide reasonable initial training in
          the use of Security Union on-line systems or Products at no additional
          charge per its then current training policies. Customer is responsible
          for training its new employees; however, additional training requested
          by Customer will be scheduled and provided on a resources available
          basis at Security Union's then current fee.

     (b)  SPECIAL SERVICES. In the event that Customer requests Security Union
          to supply special services, reports or items, Customer will pay the
          then current fees for Security Union labor, out-of-pocket expenses
          paid or incurred and an administrative fee. Security Union will
          provide an estimate of such fees upon request.

K.6. PAYMENT DUE DATE; AUDIT

     (a)  WRITTEN REPORT. Fees based upon gross title premiums must be paid to
          Security Union no later than the tenth (10th) work day of each month.
          At the same time Customer must furnish a written report to Security
          Union, showing the information necessary to enable Security Union to
          determine the amount of Gross Title Premiums for the prior month. This
          information shall be confidential to and used by Security Union's
          auditors, accounting personnel and management and shall not be used
          for other purposes by Security Union. The report form shall be
          designed and furnished by Security Union and signed by an officer of
          Customer.

     (b)  DUE DATE. All monies due from Customer are due and payable to Security
          Union shall be due and payable within 15 days after the invoice date
          with the exception of fees based on Gross Title Premiums (including
          any applicable minimum monthly fee) which are due and payable together
          with the report for such month as set forth at K.6(a) above.

     (c)  PAYMENT. Reports and payment shall be sent to:

                   Security Union Title Insurance Company
                   1007 East Cooley Drive
                   Colton, California  92324
                   Attention: Accounts Receivable

          Reports and payment shall continue to be sent to this address until
          notified in writing as set forth in this Agreement. The fees, set
          forth in this Agreement or in any County Schedule, for any partial
          month of Customer's use of the Title Records at the beginning or end
          of any term of the applicable County Schedule shall be prorated
          according to the total number of days of use as that number of days
          relates to the total number of days in the affected month. A default
          exists under this Agreement whenever Customer fails to pay, when due
          and payable, any sum payable to Security Union for a period of fifteen
          (15) days after the sum has become due and payable. To cure that
          default, the sum then due, plus a late payment fee equal to ten
          percent (10%) of the sum then due (or the maximum rate or amount
          allowed by applicable law if less), must be paid to Security Union.

     (d)  AUDIT. Security Union shall have the right to audit the accounts of
          Customer, at the expense of Security Union, in order to verify the
          correctness of the sums of money being paid to Security Union by
          Customer. These audits shall be conducted so as not to unreasonably
          interfere with the normal business routine of Customer. Upon request

                                      -19-
<PAGE>
          of Security Union, Customer shall supply the following to Security
          Union at the end of each fiscal year:

          *    A complete, signed copy of all Customer's audited reports to the
               Insurance Commissioner of the State of California;

          *    Audited financial statements for each County in which fees due
               hereunder are based upon Customer's Gross Title Premiums in such
               County.

          No information need be given to Security Union regarding any of the
          business affairs of Customer other than information necessary to
          determine the correctness of the amounts of sums paid to Security
          Union under this Agreement. If the audit discloses that Customer
          under-reported fees to Security Union, Customer shall pay promptly
          such under-reported amount, together with interest at the maximum rate
          allowed by law. In addition, if such under-reported amount is in
          excess of five percent (5%) of the reported amount for the period
          covered by the audit, then Customer shall promptly reimburse Security
          Union for its audit expenses.

     (e)  TAXES. The fees and charges do not include taxes. Customer will pay,
          or reimburse, Security Union for payment of, any applicable sales,
          use, personal property or similar taxes and any government charges
          based on transactions hereunder, exclusive of corporate income or
          franchise taxes based on Security Union's net income.

     (f)  FEE ADJUSTMENTS. Except as provided below, Security Union may increase
          the fees set forth in each County Schedule, annually as of January 1,
          by the percentage amount indicated by the annual change in the
          Consumer Price Index for urban wage earners and clerical workers for
          the Los Angeles/Riverside/Anaheim Area of the State of California as
          compiled by the U.S. Department of Labor, Bureau of Labor Statistics
          ("Index") for the twelve (12) months immediately preceding the
          adjustment date. The provisions of this paragraph K.6.(f) do not apply
          to fees based on Gross Title Premiums or which are subject to
          adjustment under other provisions of this Agreement.

K.7. PROVIDER ARRANGEMENTS

     Certain materials and information provided or made available to Customer
     under this Agreement are obtained by Security Union from third party
     Security Unions. In the event that any such Security Union fails to deliver
     (or delays the delivery of) such material or information (through no fault
     of Security Union) or in the event that any such Security Union materially
     and adversely modifies the conditions or cost to Security Union of
     obtaining such material or information, then Security Union, at its option,
     may: (a) use reasonable efforts to seek alternative sources of supply on
     commercially reasonable terms; or (b) suspend or terminate its obligations
     to Customer under this Agreement whether with respect to the portion of
     such Agreement which relates thereto or with respect to the entire
     Agreement upon thirty (30) days written notice; or (c) notwithstanding any
     other provision of this Agreement to the contrary, increase the applicable
     fees or charges upon thirty (30) days written notice; or (d) any
     combination of the foregoing. Security Union will incur no liability to
     Customer with respect to any action or omission under this section K.7. In
     the event that Customer receives a notice pursuant to this section K.7.
     substituting a service or increasing the

                                      -20-
<PAGE>
     price thereof, then Customer may terminate such service if it notifies
     Security Union within thirty (30) days after receipt of notice from
     Security Union regarding such service.

K.8. EQUIPMENT FURNISHED BY SECURITY UNION

     If Customer purchases or leases any equipment from Security Union, then the
     terms and conditions related thereto are as set forth in an addendum hereto
     or in a separate Agreement. Unless Customer timely exercises the purchase
     option, if any, with respect to leased or rented equipment, Customer shall
     return all equipment leased or rented from Security Union upon termination
     or expiration of this Agreement as provided on the applicable addendum or
     Agreement.

K.9. SERVICES NOT FURNISHED

     Security Union shall not be obligated to furnish any information or service
     not specifically set forth in this Agreement or a County Schedule,
     including without limitation: (a) any tax, bond or assessment information;
     (b) any title engineer or other help for the purpose of verifying or
     creating a legal description of land involved in Customer's Title Orders;
     or (c) any parking facilities for Customer's employees.

K.10. CUSTOMER REPRESENTATION

     Customer hereby represents and warrants to Security Union that neither its
     execution of this Agreement nor its performance under this Agreement will
     be a violation of any other Agreement, judgment or order to which it is a
     party or under which it or its property is subject.

K.11. CUSTOMER INVESTIGATION AND SATISFACTION

     Customer has made its own independent investigation of the Title Records,
     the operation of the on-line system, Data Bases (including the scope
     thereof and the method of input, storage and retrieval of the information
     contained therein), the nature and scope of information available in
     tangible form, as well as the quality and completeness of all such
     information, the type of documents indexed, the criteria in effect for
     including or excluding specific types of documents in daily input
     procedures, the criteria in effect for deleting by purging procedures,
     specific types of documents and the method of counting inquiries to the
     computer. Customer is satisfied that input, storage and retrieval methods,
     the quality of the Title Records, the criteria for input and purging and
     the method of counting inquiries to the computer are satisfactory for the
     purposes intended in this Agreement.

K.12. PERIODIC CUSTOMER REPORTS

     Upon Security Union's request, Customer will provide written verification
     of information concerning Customer, including points of contact and
     equipment configurations. Such reports will also include Customer's
     certification that it is in compliance with the terms and provisions of
     this Agreement.

K.13. NONLIABILITY FOR INJURY OR PROPERTY DAMAGE

     (a)  NONLIABILITY. Security Union shall not be liable for injuries to any
          employees, guests or invitees of Customer nor for damage to property
          of Customer caused by the conditions of any Security Union facility.

     (b)  INJURY OR PROPERTY DAMAGE. Customer agrees to neither hold nor attempt
          to hold Security Union, its agents or employees liable for any injury
          or damage, either proximate or remote, occurring through or caused by

                                      -21-
<PAGE>
          any repairs, alterations, injury or accidents in or to the premises,
          or adjacent to the premises or in other parts of the premises in which
          Title Records are stored, accessed or located, whether by reason of
          the negligence or fault of Security Union, another Customer or any
          other person. Security Union shall not be liable for any injury or
          damage occasioned by gas, smoke, rain, snow, wind, ice, hail, water,
          lightning, earthquakes, war, civil disorder, strike, defective
          electrical wiring or the breaking or stoppage of the plumbing or
          sewage upon or in the building or adjacent premises, whether the
          breakdown or stoppage results from freezing or otherwise and no matter
          how often injury or damage occurs

K.14. WARRANTY EXCLUSIONS AND DISCLAIMERS

     (a)  WARRANTY EXCLUSION AND LIMITATION OF DAMAGE. NEITHER SECURITY UNION
          NOR ITS PROVIDERS MAKE ANY WARRANTY OR REPRESENTATION, EXPRESS OR
          IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR
          FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE ACCURACY OR
          COMPLETENESS OF THE TITLE RECORDS MADE AVAILABLE TO CUSTOMER, WHETHER
          IN TANGIBLE FORM OR VIA AN ON-LINE SYSTEM OR CONCERNING ANY PRODUCT.
          Customer agrees that in no event shall Security Union (and, if
          applicable, its Security Unions) be liable for any lost profits or for
          any special, consequential or exemplary damages, even if Security
          Union has been advised of the possibility of such damages.

     (b)  DISCLAIMER OF LIABILITIES. Security Union and Customer agree that no
          other person, firm or corporation not a party to this Agreement
          acquires any rights under this Agreement except as specifically
          provided herein. Security Union and Customer also agree that Security
          Union (and, if applicable, its Security Unions) assumes no liability
          and shall not be held liable to Customer, or to Customer's customers
          or insureds, or to any other person to whom Customer may furnish any
          title policy, binder, guarantee, endorsement or other title assurance,
          or any report or title information, by reason of any error or omission
          or assertion of error or omission in any information (including any
          Title Records obtained from a Security Union facility or via an
          on-line system and furnished to Customer by Security Union) or
          resulting from the use of any Product.

K.15. INDEMNIFICATION

     (a)  ALLEGED ERRORS OR OMISSIONS. If Customer, or any customer of Customer
          or any other person claims or asserts that Security Union or its
          Security Unions have any liability by reason of an error or omission
          in any information (including Title Records obtained from any Security
          Union facility or via an on-line system) furnished to Customer by
          Security Union or resulting from the use of any Product, Customer
          agrees to indemnify and hold Security Union, its affiliates and its
          Security Unions, and their respective directors, officers, employees
          and agents (the "Indemnified Parties") harmless from and against the
          claim or demand, including all costs, expenses, attorneys' fees and
          actual loss or losses incurred or sustained by reason of the claim or
          assertion.

     (b)  PERSONAL INJURY AND PROPERTY DAMAGE. Customer accepts the premises
          where the Title Records used by Customer are located and agrees to
          defend, indemnify and hold the Indemnified Parties harmless from any
          and all claims, damages, liabilities, losses or actions, including
          costs, expenses and attorneys' fees, arising out of actions or claims

                                      -22-
<PAGE>
          by employees, guests or invitees of Customer, by reason of death,
          injuries to person or damage to property arising out of or relating to
          use of such premises or use of any equipment located on such premises.

     (c)  OTHER MATTERS. Customer will indemnify, defend and hold harmless the
          Indemnified Parties, against and in respect to any and all claims,
          damages, liabilities, losses or actions, including costs, expenses and
          attorneys' fees, arising out of actions or claims which any
          Indemnified Party may at any time suffer, incur, or become subject to
          as a result of or in connection with any of the following: (1) the
          inaccuracy of any representation made by Customer; (2) Customer's
          breach of, or failure to perform, any of its warranties, covenants,
          promises, or obligations arising under this Agreement; (3) Customer's
          violation of any Federal, State or local law or regulation.

     (d)  PROCEDURES. When a claim or assertion is made, Security Union agrees
          to promptly give notice to Customer. Customer shall have the right, if
          it so elects, to provide for the defense of Security Union, in any
          action or litigation based upon or involving the claim or assertion,
          by counsel of Customer's own choosing, and approved in writing by
          Security Union, at Customer's own expense and to pursue litigation to
          final determination. Customer shall also have the right, whether or
          not any action or litigation results, to compromise or settle the
          claim on behalf of Security Union but at the sole cost of Customer.

K.16. INSURANCE

     If Customer employees are authorized physical access to Title Records at,
     or space use in, any Security Union facility, Customer agrees to maintain
     and pay the premium for the following insurance coverage during the entire
     term of this Agreement, together with any special endorsements as
     specified:

     (a)  WORKERS' COMPENSATION INSURANCE. Workers' Compensation Insurance to
          meet statutory requirements of the State of California (or approval by
          the State of California to be permissibly self-insured) and Employers'
          Liability coverage with minimum limits of One Million Dollars
          ($1,000,000.00) for all persons employed by Customer who may come on
          to or occupy the premises of Security Union and Customer shall have
          its carrier waive any right of subrogation thereunder with respect to
          Security Union.

     (b)  COMPREHENSIVE GENERAL LIABILITY INSURANCE. Comprehensive General
          Liability Insurance covering all injuries to persons or damages to
          property that occur in or about the premises of Security Union. This
          policy shall provide at least the following coverage and limits:

          (1)  The policy shall name Security Union as an Additional Insured.

          (2)  The policy shall carry a minimum combined single liability limit
               of One Million Dollars ($1,000,000.00), or such higher amount as
               Security Union may from time to time reasonably require.

          (3)  The policy shall be endorsed with a cross-liability endorsement
               stating that in the event that a claim is brought by one insured
               against another insured under the policy, or by an employee of
               one insured against another insured under the policy, each
               insured shall be considered a separate insured for the purpose of
               the insurance.

          (4)  The policy shall be written on a 'caused by any occurrence'
               rather than written on the 'caused by accident' basis for bodily
               injury and property damage liability coverage.

                                      -23-
<PAGE>
          (5)  The policy shall be written with a blanket contractual liability
               endorsement providing automatic coverage for bodily injury or
               property damage, assumed under any type of written contract in
               addition to types of contracts defined in the policy form, except
               any contract under which the insured assumes liability for the
               sole negligence of an indemnified party.

          (6)  The policy shall be written using a 'personal injury' endorsement
               providing coverage for claims arising out of false arrest, false
               imprisonment, defamation of character, libel and slander,
               wrongful eviction, and invasion of privacy, and such endorsement
               shall not contain an exclusion of coverage for claims for
               personal injury (or death) brought by employees of an insured (or
               heirs or personal representatives of a deceased employee).

     (c)  PROPERTY DAMAGE INSURANCE. Customer shall obtain and maintain during
          the entire term of this Agreement All Risk Property Damage coverage
          for its personal property, trade fixtures, any interior improvements
          constructed within the premises of Security Union and any alterations
          to the premises made by Customer pursuant to any County Schedule under
          this Agreement, all on a replacement cost basis. Customer shall have
          its carrier waive any right of subrogation on behalf of Security
          Union. To the extent that Customer has Security Union property (such
          as modems, other equipment or Portable Media) on the premises of
          Customer, Customer shall insure such property in an amount sufficient
          to cover the replacement cost thereof.

     (d)  OTHER INSURANCE MATTERS

          (1)  All insurance required of Customer under this Agreement shall be
               primary coverage and shall not be contributing with any other
               insurance maintained by Security Union. The insurance must be
               written by insurance companies reasonably satisfactory to
               Security Union. Customer must provide Security Union prior to
               occupancy, and annually thereafter, satisfactory Certificates of
               Insurance evidencing Customer's compliance with the minimum
               requirements as specified in this clause. The Certificates of
               Insurance supplied by Customer to Security Union must specify
               that thirty (30) days written notice of cancellation or
               non-renewal shall be provided to Security Union.

          (2)  The insurance policies must insure performance by the Customer of
               the indemnity provisions of this Agreement related to the use of
               the premises.

          (3)  If Customer fails to obtain any of the insurance required in this
               Agreement, Security Union may, but is not obligated to, obtain
               the insurance on behalf of Customer and the cost of obtaining the
               insurance must be paid by Customer as additional fees with the
               first payment of fees which are due subsequent to Security Union
               incurring any such costs.

K.17. TITLE PLANT BUILT BY CUSTOMER

     Customer agrees that if at any time during the term of this Agreement it
     elects to build or participate in the building of a Title Plant or to
     continue the maintenance of its existing Title Plant for any County, it
     shall do so without the use of any Title Records obtained from a Security
     Union facility or via any Security Union on-line system. An election by
     Customer to build or participate in the building of a Title Plant or the
     maintenance of its existing Title Plant shall not discharge or relieve
     Customer of any of its obligations under this Agreement.

                                      -24-
<PAGE>
K.18. DISASTER OR OTHER INTERRUPTION OF SERVICE

     If at any time either party to the Agreement is prevented from performance
     when due (other than performance consisting of payment of money) by a
     disaster such as or resulting from flood, hurricane, cyclone, earthquake,
     fire or other event commonly referred to as an Act of God, causing
     extensive destruction or damage; or by acts of war, riot, unlawful
     assembly, strikes, explosions, peaceful protest gatherings or other similar
     events causing or accompanied by a lack of access or extensive destruction;
     so that it is impossible or unreasonably difficult for that party to
     perform, then its failure to perform when performance is due shall be
     deemed excused. Provided, however, that party must take all reasonable
     steps to remedy its non-performance or delay in performance with the least
     possible delay, and by doing whatever may reasonably be done to mitigate
     the adverse effect of its non-performance upon the other party to this
     Agreement.

K.19. CHANGE OF LOCATION

     Security Union shall have the right at any time to move the physical
     location of each of the Security Union on-line systems, Data Bases, Title
     Records or facilities from one location to any other location. Security
     Union shall endeavor to provide Customer three (3) months notice where any
     such change of location would effect the space or physical access to Title
     Records furnished to Customer under this Agreement

K.20. COMPETITION

     This Agreement shall not operate to deny either party the right and
     opportunity to compete with each other, or to compete on an equal basis on
     the open market. Nothing contained in this Agreement is to be deemed to
     constitute an association, partnership or joint liability between the
     parties. The parties have no intention or thought to agree between
     themselves, or even to confer together, as to underwriting methods, as to
     fees or premiums to be charged by them to their customers, or as to any
     other processes or practices of either party except as otherwise stated or
     prescribed by any Issuing Agency Agreement entered into between the parties
     or, if applicable, their affiliates.

K.21. DEFAULT

     (a)  TERMINATION ON DEFAULT. If either party does not faithfully perform
          all of the terms and provisions of this Agreement or in any manner
          fails, refuses or neglects to perform its obligations under this
          Agreement and does not cure that default within ten (10) days after
          receipt of written notice specifying the default, then this Agreement
          may be terminated by the party not in default.

     (b)  SUSPENSION OF SERVICE. In the event of default not timely cured,
          Security Union may discontinue the right of Customer to any access or
          service provided for in this Agreement without liability.

     (c)  NONEXCLUSIVE REMEDIES. If an uncured breach of Customer relates to a
          County, Security Union may elect to terminate the applicable County
          Schedule(s) or suspend service to Customer in the applicable County;
          alternatively, in the event of an uncured breach of Customer, Security
          Union may elect to terminate or suspend service to Customer under all
          Agreements between Customer and Security Union. Any right of
          termination or suspension of service is in addition to any other
          remedy under the applicable Agreement or provided by law or in equity.

     (d)  NON-WAIVER. Failure by either party to declare a termination of this
          Agreement for the breach of any one or more of the provisions
          contained in this Agreement or a failure of either party to take
          action under the provisions of this Agreement for a breach shall never

                                      -25-
<PAGE>
          be construed as a waiver of the breach or any subsequent breach of the
          same or other provisions of this Agreement. But, on the contrary,
          either party may at any time take advantage of and act upon the breach
          in accordance with applicable provisions of this Agreement.

K.22. CONSTRUCTION AND PERFORMANCE

     This Agreement shall not be construed against the party preparing it, but
     shall be construed as if all parties prepared this Agreement. The headings
     of each section and paragraph are to assist in reference only and are not
     to be used in the interpretation of this Agreement.

K.23. DISPUTE RESOLUTION

     If either party institutes an action against the other party for breach of
     this Agreement, at Security Union's option, arbitration shall be conducted
     in accordance with the Rules of Commercial Arbitration of the American
     Arbitration Association ("AAA"). The arbitration shall be conducted in Los
     Angeles by a single arbitrator. If the parties have not agreed to a
     mutually acceptable arbitrator within thirty (30) days of the date of the
     notice to arbitrate, the arbitrator shall be selected by the AAA from its
     regularly maintained list of commercial arbitrators familiar with matters
     similar to the subject of this Agreement. The arbitrator shall conduct a
     single hearing for the purpose of receiving evidence and shall render a
     decision within thirty (30) days of the conclusion of the hearing. The
     parties shall be entitled to require production of documents prior to the
     hearing in accordance with the procedures of the Federal Rule of Civil
     Procedure, shall exchange a list of witnesses, and shall be entitled to
     conduct up to five (5) depositions in accordance with the procedures of the
     Federal Rules of Civil Procedure. The decision of the arbitrator shall be
     binding and final. The arbitrator may award only compensatory damages, and
     not exemplary or punitive damages. In the event a party asserts multiple
     claims or causes of action, some but not all of which are subject to
     arbitration under law, any and all claims subject to arbitration shall be
     submitted to arbitration in accordance with this provision.

K.24. ATTORNEYS' FEES AND COSTS

     If either party institutes an action against the other party for breach of
     this Agreement, the successful party shall be entitled to recover costs,
     expenses and attorneys' fees as the court (or if applicable, the
     arbitrator) directs.

K.25. GOVERNING LAW

     This Agreement is to be construed under the laws of the State of
     California.

K.26. SAVINGS CLAUSE

     If any one or more of the terms, provisions, promises, covenants or
     conditions of this Agreement, or their application to any person,
     corporation, other business entity, or circumstance is to any extent
     adjudged invalid, unenforceable, void or voidable for any reason whatsoever
     by a court of competent jurisdiction, each and all of the remaining terms,
     provisions, promises, covenants and conditions of this Agreement and their
     application to other persons, corporations, business entities, or
     circumstances shall not be affected and shall be valid and enforceable to
     the fullest extent permitted by law.

                                      -26-
<PAGE>
K.27. ASSIGNMENT OR TRANSFER

     (a)  NON-ASSIGNABLE. This Agreement cannot be assigned, in whole or in
          part, by Customer without the prior written consent of Security Union,
          which consent shall not be unreasonably withheld.

     (b)  INVOLUNTARY TRANSFER. If Customer's rights and benefits in this
          Agreement are transferred in whole or in part by involuntary method,
          or by operation of law, Security Union shall have the right to
          terminate this Agreement if the result is not satisfactory to Security
          Union.

     (c)  BANKRUPTCY OF CUSTOMER. Notwithstanding the definite term of this
          Agreement, it shall be automatically terminated upon the filing of a
          petition in bankruptcy by Customer, or the appointment of a receiver
          for Customer, or the adjudication in bankruptcy on an involuntary
          partition against Customer, or if any general assignment for the
          benefit of Customer's creditors, of its assets, occurs.

     (d)  CHANGE OF CONTROL OF CUSTOMER. If Customer or its stockholders engage
          in any transaction which amounts to a change of control, including any
          merger, consolidation, sale of assets, or sale of securities, Customer
          shall promptly notify Security Union and in such event Security Union
          may, at its option and upon written notice, terminate this Agreement.

     (e)  ASSIGNMENT BY SECURITY UNION. Security Union shall have the right,
          without Customer's consent, to assign this Agreement: (1) to a
          corporation with which it may merge or consolidate, (2) to any
          affiliate of Security Union, or (3) to a purchaser of the line of
          business to which this Agreement relates. If any such transfer relates
          to fewer than all of the Counties covered by this Agreement, Security
          Union may transfer that portion of this Agreement which relates to
          such County(s).

K.28. BENEFIT OF THE AGREEMENT

     This Agreement will be binding upon and inure to the benefit of the parties
     hereto and their respective successors and permitted assigns.

K.29. NO THIRD PARTY BENEFICIARIES

     This Agreement is solely for the benefit of the parties hereto and no third
     party will have the right or claim to the benefits afforded either party
     hereunder.

K.30. COMPLIANCE WITH LAWS AND REGULATIONS

     Customer agrees to use information received from Security Union in
     compliance with all applicable Federal, State and local laws and
     regulations, including without limitation, the Federal Credit Reporting Act
     (U.S.C.A. Title 15, Chapter 41, Subchapter III), as amended from time to
     time.

K.31. SURVIVAL

     Following the expiration or termination of this Agreement, whether by its
     terms, operation of law or otherwise, all terms, provisions or conditions
     required for the interpretation of this Agreement or necessary for the full
     observation and performance by each party hereto of all rights and
     obligations arising prior to the date of expiration or termination, shall
     survive such expiration or termination.

K.32. ENTIRE AGREEMENT

     This Agreement constitutes the entire Agreement between the parties
     pertaining to the subject contained in it and supersedes all prior and
     contemporaneous Agreements, both oral and written, representations and

                                      -27-
<PAGE>
     understandings of the parties. No supplement, modification, or amendment of
     this Agreement shall be binding unless executed in writing by the parties.
     No waiver of any of the provisions of this Agreement is to be considered a
     waiver of any other provision, whether or not similar, nor is any waiver to
     constitute a continuing waiver. No waiver shall be binding unless executed
     by the party making the waiver.

K.33. SCHEDULES, ADDENDA AND EXHIBITS

     Each of the Schedules, Addenda and Exhibits attached to this Agreement
     (initially or by way of amendment) are incorporated herein by reference as
     if set forth in full.

K.34. COUNTERPART EXECUTION

     This Agreement may be executed simultaneously in two or more counterparts,
     each of which shall be deemed an original, but which together shall
     constitute one and the same instrument.

K.35. NOTICES

     (a)  METHODS AND ADDRESSES. All written notices permitted or required to be
          given under this Agreement may be personally delivered to the office
          of the other party(s), or shipped via a nationally recognized
          overnight courier service or mailed to the office of the other
          party(s) by Certified United States Mail when addressed to the address
          set forth under the party's signature.

     (b)  EFFECTIVE DATE. Any notice delivered hereunder will be effective on
          the date delivered when delivered personally or by overnight courier
          and on the third business day after mailing if mailed by Certified
          United States Mail.

     (c)  CHANGE OF ADDRESS. Either party may, by written notice to the other
          via first class mail, change the address to which notices are to be
          sent.


 NOTICES TO SECURITY UNION:                 NOTICES TO CUSTOMER:

 Security Union Title Insurance Company     New Century Title Company
 1007 East Cooley Drive                     3131 Caminio Del Rio North, Ste 1250
 Colton, California  92324                  San Diego, Ca  92108
 Attn: Vice President, General Manager      Attn: Chief Executive Officer

          - and -

 Security Union Title Insurance Company
 245 S. Los Robles, Suite 105
 Pasadena Ca 91101
 Attn: Division Counsel

The parties have executed this Agreement to be effective for each County as of
the Commencement Date set forth on the applicable County Schedule.

CUSTOMER:                                 SECURITY UNION:
NEW CENTURY TITLE COMPANY                 SECURITY UNION TITLE INSURANCE COMPANY


BY:                                       BY:
   ------------------------------------      -----------------------------------

TITLE:                                    TITLE:
      ---------------------------------         --------------------------------

DATE:                                     DATE:
     ----------------------------------        ---------------------------------

                                      -28-
<PAGE>
                                SCHEDULE OF FEES
                 LOS ANGELES, ORANGE, RIVERSIDE, SAN BERNARDINO,
                       SANTA BARBARA, AND VENTURA COUNTIES

The fees as set forth below, shall commence on the Effective Date of this
Agreement, which is ___________________ and continue through _________________
and each subsequent term of three years, unless amended and agreed to in writing
by both parties.

A. ACCESS CHARGES

     1. INITIAL BACK PLANT CHARGE

          The initial charge to Customer for access to the Back Title Plant
          shall be Thirty Five Thousand Dollars ($35,000.00) which will be paid
          in 6 payments of $5,833.33.

     2. MONTHLY BASE FEE
                                     PHASE I

          Until such time as Customer has access to the Data Bases and Title
          Records for all counties as shown on the Master Schedule, Security
          Union agrees to charge the monthly base fee(s) per county, as follows:

                                         OPEN ORDERS         OPEN ORDERS
                                         INCLUDED IN         IN EXCESS OF
     COUNTY            BASE FEE     BASE FEE (BASE AMOUNT)    BASE AMOUNT
     ---------         --------     ----------------------    -----------
     Los Angeles      $10,000.00              300                $12.50
     Orange            $8,000.00              200                $12.50
     Riverside         $6,000.00              200                $12.50
     San Bernardino    $6,000.00              200                $12.50
     Santa Barbara     $6,000.00              150                $12.50
     Ventura           $6,000.00              150                $12.50

                                    PHASE II

          At such time when Customer has attained access to all Counties under
          this Agreement, the charge to Customer for access to the Data Base and
          Title Records shall be a monthly Base Fee of Forty-Two Thousand
          Dollars ($42,000.00) for all counties, combined. This base fee shall
          include up to 1,200 open orders, each month. Open Orders in excess of
          1,200 shall be billed as follows:

                 NUMBER OF OPEN ORDERS      FEE PER OPEN ORDER
                 ---------------------      ------------------
                      1 - 1200                  No Charge
                   1201 - 1799                   $12.50
                   1800 and above                $10.00

     3. BASE FEE DISCOUNTS

          Security Union and Customer have agreed that the Counties under this
          Agreement will have different start dates. Customer agrees to notify

                                      -29-
<PAGE>
          Security Union in writing of the effective start date of a particular
          county. During the first six months of the Customer's access to the
          County, the following discounts shall be applied to the Customer's
          base fee:

          a.   50% discount off the Base Fee during months 1-3 shall be applied.

          b.   25% discount off the Base Fee during months 4-6 shall be applied.

     4. ON-LINE IMAGE CHARGES

          Customer shall pay Security Union each month for Customer's on-line
          image access in the prior month according to the following:

        TYPE OF IMAGE     CHARGE     SCAN ON DEMAND IMAGES       CHARGE
        -------------     -------    ---------------------       ------
        Document          $0.35     Documents up to 25 pages     $0.85
        Map               $0.15     Documents up to 49 pages     $1.65
        Starter           $1.00     Documents up to 50 pages     $3.00

     5. DISCOUNTS

          Security Union shall allow Customer a discount based upon the monthly
          image totals. The discount shall be applied as follows:

          Monthly documents over 25,000 5% discount from total Image charges
          Monthly documents over 60,000 7% discount from total Image charges
          Monthly documents over 100,000 10% discount from total Image charges

     6. NETWORK ACCESS

          Security Union shall bill and Customer shall pay a Network Access
          charge of Four Hundred and Twenty Five Dollars ($425.00) each month,
          per site.

B. ADDITIONAL SERVICE FEES

     1. PLANT SERVICES

     Security Union will provide personnel and equipment necessary for providing
     plant services to Customers. Security Union shall bill and Customer shall
     pay $15.00 per hour, plus copy and messenger costs for these services.
     Services provided are:

                                      -30-
<PAGE>
     COPY SERVICES
          CCNR's
          TRI Starters (LA County only)
          Starters
          Maps (Tract, Assessors, Parcel, and Record Survey)
     TRANSLATION SERVICES
          Translations of Documents
          Translations of Starters
     SEARCH PACKAGES
          Residential Search           $75.00 per package
          Commercial/Industrial        $30.00 per hour

     The parties agree that a Search packet does not constitute an abstract of
     title or an insurance product.

     The following paragraphs shall apply to Security Union's Search Package
     Service:

          (i)  WAIVER OF LIABILITY Customer hereby waives any right or rights
               that it may have or obtained against Security Union in connection
               with its compiling Search Packages and otherwise providing
               information under this Agreement, including but not limited to
               any and all claims for damages, indemnity, loss, liability,
               attorneys' fees, costs and expenses. Security Union shall not be
               liable for any action taken or omitted by Security Union.
               Security Union makes no representations or warranties regarding
               the completeness of the search packages and/or Databases for any
               purpose. No other person, firm, or corporation that is not a
               party to this Agreement shall acquire any rights under this
               Agreement. Security Union assumes no liability to the Customer,
               or to any person to whom Customer may furnish any information
               directly or indirectly.

          (ii) INDEMNITY The Customer shall release, indemnify, defend and hold
               harmless Security Union and each of its officers, directors,
               affiliates, employees, nominees and agents to and from any claim,
               liability, loss, damage or expense (including fees and expenses
               of inside and outside counsel and accountants of Security Union
               and/or any third party claimant) of any nature, directly or
               indirectly arising out of or relating to this Agreement, and the
               services provided under this Agreement. In no event shall
               Security Union be liable for (i) special, consequential, punitive
               or similar damages, or (ii) the actions or omissions, whether
               constituting negligence, willful misconduct, or otherwise, of any
               person who is not a party to this Agreement.

                                      -31-
<PAGE>
     2. TAX SEARCH AND COURT SERVICE FEE. Customer agrees to pay to Title-Tax,
     monthly, an access fee to obtain access to the retrieval of the information
     contained in the Tax Plant and for the customer services described herein.

          (i)  The access fee shall be Six Dollars ($6.00) per order, for the
               first six contiguous parcels. The fee for each additional parcel
               over six contiguous parcels per order shall be $.50 each. No fee
               shall be charged for partial tax searches (current taxes only).

          (ii) During the period of this Agreement starting July 1, 2000 and
               each July 1 thereafter, the access fee shall be set in accordance
               with the provisions of Paragraph 1(iv) below.

          (iii) REIMBURSEMENT OF EXPENSES. Customer agrees to reimburse
               Title-Tax, monthly, for any out-of-pocket expenses incurred by
               Title-Tax. "Out-of-pocket expenses" means any amount paid by
               Title-Tax on behalf of Customer. Such out-of-pocket expenses
               shall be billed monthly by Title-Tax to Customer. Such billing is
               to be paid by Customer within ten (10) days of the receipt
               thereof.

          (iv) INCREASE TO ACCESS FEE. The access fee and additional parcel fee
               as described at Paragraph 1(i) above, shall be increased annually
               on July 1 (first adjustment year 2000) by the percentage amount
               indicated by the annual change in the Consumer Price Index for
               urban wage earners and clerical workers for the Los
               Angeles/Anaheim/Riverside Area of the State of California, as
               compiled by the U.S. Department of Labor, Bureau of Labor
               Statistics ("Index") for the twelve (12) months immediately
               preceding the adjustment date.

     2. TICOR STARTERS FEES.

          Security Union shall bill Customer and Customer shall pay To Security
          Union, Twelve Dollars and Fifty Cents ($12.50) per Ticor Starter
          requested and supplied by Security Union. The minimum monthly fees
          shall be due and payable regardless of whether or not Customer
          requests any Starters.

3. SPACE USE AT SECURITY UNION'S TITLE PLANT FACILITIES.

          Security Union shall provide and bill Customer on a monthly basis and
          Customer shall pay Security Union monthly, for the space occupied by
          Customer's personnel, equipment and furniture at Security Union's
          Title Plant facility.

                                      -32-
<PAGE>
          a.   SQUARE FOOTAGE RATE. The initial space use charge per facility
               shall be as follows:

               TITLE PLANT FACILITY               CHARGE PER SQUARE FOOT
               --------------------               ----------------------
                   Chatsworth                            $2.00
                   Colton                                $1.75
                   Orangewood                            $1.80
                   San Diego                             $

               Adjustments shall be made to the space use charge effective the
               first day of the months listed below each year of the current
               term and each year of any additional terms of the Agreement:

               TITLE PLANT FACILITY               FIRST ADJUSTMENT DATE
               --------------------               ---------------------
                   Chatsworth                         September 2000
                   Colton                             December 1999
                   Orangewood                         June 2000
                   San Diego                          January 2000

               The adjustment in the charge shall be an increase or a decrease
               as necessary to adjust the space use charge to an amount equal to
               the actual average square foot building expense of the prior
               twelve month period and the rent rate to be paid by Security
               Union during the succeeding twelve month period. Building
               expenses shall include, but not be limited to: utilities,
               music/paging system, janitorial and refuse service, building,
               parking lot, rest room, heating and air conditioning maintenance,
               together with a ten percent (10%) administrative charge and rent.

          b.   MINIMUM SPACE USE CHARGE. Customer has designated the following
               square feet per facility as initial space use requirements:

               FACILITY                           SQUARE FEET
               --------                           -----------
               Chatsworth                            - 0 -
               Colton                                - 0 -
               Orangewood                            - 0 -
               San Diego                             - 0 -

               Customer shall pay Security Union a minimum space use charge
               based upon this initial space requirement. Customer's space use
               may be increased, if available and Customer shall pay for
               increased space at the same square footage rate as for the
               minimum space. The space use minimum may be decreased only if
               Security Union has a substitute use or other need for such
               decreased amount of space. Any decrease in the minimum space must
               be agreed to in writing by both parties.

                                      -33-
<PAGE>
     4. CORPORATIONS, LIMITED PARTNERSHIP AND NOTARY INQUIRY SYSTEM ("CPN").

          The initial charge for inquiries into the CPN database shall be $2.45
          per each inquiry. Security Union reserves the right to review and to
          increase this fee annually after providing Customer with thirty (30)
          days written notice of such increase.

Access to the above referenced services, information and records relating to the
counties selected is granted to Customer in accordance with the terms and
conditions of the referenced Access Agreement between Customer and Security
Union.
Additional Provisions:

1)   LOS ANGELES COUNTY STARTER FILM EXCHANGE: CUSTOMER agrees to join in and be
     bound by the terms and conditions of the "Starter Film Exchange Agreement"
     dated April 1, 1980, between Title Records Inc. And SAFECO Title Insurance
     Company (now Security Union Title Insurance Company), and any existing and
     future amendments and reinstatements of the Starter Film Exchange
     Agreement.
2)   LOS ANGELES COUNTY CANCELED AND CLOSED TITLE ORDERS: Customer agrees to
     note canceled Title Orders on its 180 day report of open orders and return
     the list to Security Union by the 25th day of each month. Information to
     eliminate or purge "open order" postings of Customer's closed and canceled
     Title Orders from Security Union's computer system are to be keyed by
     Security Union.
3)   ALL OTHER COUNTIES - CANCELED AND CLOSED TITLE ORDERS: Customer agrees to
     purge the "open order" file in Security Union's computer system at the
     close or cancellation of each of its Title Orders. Information to eliminate
     or purge "open order postings of Customer's closed and canceled Title
     Orders from Security Union's computer system is to be keyed by Customer at
     Customer's remote PCs.
4)   ORANGE, RIVERSIDE AND SAN BERNARDINO COUNTY JOINT PLANTS: Access to the
     above referenced services, information and records relating to any or all
     of these counties, if selected, is granted to Customer in accordance with
     and is subject to the terms and conditions of the Joint Title Plant
     Agreement(s) and Computer Service Agreement(s) between Security Union and
     the undersigned co-owners.

Customer:                                Security Union:
NEW CENTURY TITLE COMPANY                SECURITY UNION TITLE INSURANCE COMPANY

By:                                      By:
   --------------------------------         ------------------------------------
Title:                                   Title:
      -----------------------------            ---------------------------------
Date:                                    Date:
     ------------------------------           ----------------------------------

                                      -34-