LETTER OF AGREEMENT

         This letter will confirm and constitute the agreement  ("Agreement") as
of the 16th day of June,  1998 between  Capital Title Group,  Inc.  (hereinafter
"Capital  Title"  or the  "Company")  and  Miller  Capital  Corporation  ("MCC")
pursuant to which MCC will furnish to the Company certain management consulting,
financial advisory and investor relations services.

1. MCC SERVICES.

         MCC will perform the following services for the Company:  (i) financial
consultation  with respect to the Company's  funding  requirements and projected
associated costs to include preparation of reports and valuation meaningful to a
private  placement or public equity funding;  (ii) advice and consultation  with
respect to financial  structure,  markets and placement of any equity  offering;
and (iii) investor relations services.

         It is  expressly  acknowledged  and agreed by the  parties  hereto that
MCC's  obligations do not insure the  successful  negotiation of or obtaining of
any type of  Financing  for the  Company  and any  efforts by MCC for  obtaining
Funding for the Company shall be done on a "BEST EFFORTS" basis only. MCC is not
a NASD registered broker/dealer.

         It is expressly  acknowledged and agreed by the parties hereto that MCC
and  employees  of MCC are  independent  contractors  and are not  employees  or
officers of the Company.

2. PROVISION OF INFORMATION BY THE COMPANY.

         The Company  acknowledges  that MCC,  in order to perform its  services
effectively  under this  Agreement  and to satisfy  such  obligations,  requires
prompt  receipt of all material  information  with  respect to the Company,  its
operations and prospects. Accordingly, the Company will furnish to MCC copies of
all  financial  statements,  tax  returns,  reports and  agreements  executed in
relation to the  Company's  business.  The Company  recognizes  the necessity of
promptly notifying,  and will promptly notify, MCC of all material  developments
concerning  the Company,  its business  and  prospects  and will supply MCC with
information  sufficient  to  enable  MCC  to  make  a  determination  as to  its
compliance with its own procedures as well as any legal requirements.

         MCC  will  have   access  to  the   Company's   legal  and   accounting
professionals  and with prior  approval from the Company access to outside legal
counsel and accounting professionals at the Company's expense.
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Capital Title Group, Inc.
June 16, 1998
Page 2

         MCC will accept and hold such  Information  in complete  confidence for
their use as contemplated hereby. The confidentiality obligations assumed by MCC
hereunder  will  not  apply  to  any  Information   which  is  presently  in  or
subsequently  becomes part of the public domain or is otherwise  generally known
or is obtained from any third party which is in  possession of such  Information
through no fault of MCC.

3. COMPENSATION , TERM AND FEE WAIVER.

For services  rendered  under this  Agreement,  MCC shall  receive the following
compensation:

     A.   The Company  will pay to MCC a monthly  fee of $6,500 as  compensation
          for Investor Relations Services starting with the renewal date of this
          Agreement and continuing thereafter on a monthly basis for a period of
          twenty-four (24) consecutive months;

     B.   Out-of-pocket expenses incurred by MCC in connection with the services
          to be performed  by it  hereunder  will be payable by the Company upon
          submission by MCC of monthly invoices  delineating  such expense.  Any
          expense over $1,000 must be approved by the Company in advance;

     C.   MCC will receive a success fee  ("Success  Fee") in the form of a cash
          payment of the gross proceeds of any private  financing  ("Financing")
          including any form of equity,  convertible  debt,  debt with warrants,
          debt with equity incentives to the lender. Success Fee percentages are
          based on the type of  Financing  transaction  completed  on  behalf of
          Capital Title with private  placement  fees being five (5%) percent of
          the gross  proceeds  for any Private  Placement  Funding  payable upon
          receipt of the net proceeds by the Company.  MCC does not receive fees
          for traditional bank debt arranged directly by the Company;

     D.   MCC will  receive a Success  Fee in the form of a cash  payment on the
          gross proceeds of a public stock offering, payable upon the receipt of
          the net proceeds by the Company.  The Success Fee will be based on the
          following fee schedule  applicable to the gross  proceeds  received by
          the Company:
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Capital Title Group, Inc.
June 16, 1998
Page 3
                                               MAXIMUM
          GROSS PROCEEDS                     FEE PERCENT        FEE AMOUNT
          --------------                     -----------        ----------
          $1 up to 10,000,000 million        2.75 percent       $275,000
          $1 up to 20,000,000 million        2.25 percent       $450,000
          $1 up to 30,000,000 million        1.75 percent       $525,000
          $1 to in excess of 30,000,000      1.25 percent

     E.   Capital  Title  shall  have  sole   discretion  in  determining   what
          constitutes an acceptable Financing as contemplated by this Agreement.
          MCC shall  earn the  Success  Fee only upon the  closing or receipt of
          funds from a Financing as described  in 3.C. or 3.D.,  above,  and not
          merely for presenting a financing option or prospective investor which
          in Capital Title sole discretion is unacceptable;

     F.   MCC will receive  compensation,  the amount to be mutually agreed upon
          by the Company and MCC, for issuance of an update to the Due Diligence
          Report dated  January 30, 1998,  in the event such update is requested
          by the Company or any third party; and

     G.   MCC agrees to waive any fees due from the Koll, Cohen Construction and
          Lee & Associates  equity private  placement of common stock associated
          with the Company's corporate headquarters real estate transaction.

4. EXCLUSIVITY.

     A.   The Company  acknowledges  that the Company is a party to that certain
          agreement dated April 13, 1998, between the Company and Sanders Morris
          Mundy  ("SMM")  whereby  SMM has been  engaged  by the  Company as its
          co-exclusive   financial  advisor  and  investment  banker  (the  "SMM
          Agreement").  The Company further  acknowledges that its officers will
          not  engage  any  other  person  or  entity  to serve as its  agent or
          representative  to provide services similar to those to be provided by
          MCC and SMM  through  the term of this  Agreement  without  the  prior
          written consent of MCC.

     B.   If for a period of twenty four (24) months  following the successfully
          closing a Financing,  as contemplated  under this  Agreement,  Capital
          Title desires to commence any Transaction (other than traditional bank
          debt),   Miller  Capital  Corporation  and  Sanders  Morris  Mundy  as
          co-financial  advisors  to the  Company  shall have the right of first
          refusal to act as Capital Title's  co-financial  advisors,  to arrange
          for placement agents or underwriters, as the case may be, with respect
          to any such Transaction or  Transactions.  If Capital Title decides to
          pursue any such  Transaction,  and MCC and SMM exercise their right of
          first refusal  provided  hereunder,  Capital  Title,  MCC and SMM will
          enter into an agreement appropriate to the circumstances.
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Capital Title Group, Inc.
June 16, 1998
Page 4

5. COMPANY COVENANT RE MCC EMPLOYEES.

         The Company recognizes that client service officers and other employees
of MCC are necessary for the continued  servicing by MCC of its several clients.
Accordingly,  the Company will not, during the term of this Agreement, and for a
period of two years after its  termination,  employ any client service  officer,
account executive or other employee of MCC in any capacity.

6. ASSIGNMENT.

         MCC recognizes  the personal  nature of the services to be performed by
it and shall not transfer or assign to any other person, firm or corporation its
responsibilities  and obligations under this Agreement without prior approval of
the Company.  In the event that a merger, sale of assets or change of control of
the  Company  or MCC shall  occur,  this  Agreement  shall be  binding  upon the
successor and assigns of such party.

7. INTEGRATION.

         This  writing  constitutes  the  full  and  complete  agreement  of the
parties,  which  Agreement  may not be modified by any method other than another
writing signed by the parties.

8. HEADINGS.

         The paragraph headings have been inserted for convenience and shall not
be construed in a manner contrary to the text of this Agreement.

9. ATTORNEY FEES.

         In the event of any action or proceeding  to enforce the  provisions of
this  Agreement,  the  prevailing  party  shall be  entitled  to its  reasonable
attorney  fees,  such  fees  to be set by a judge  and  not by a jury  and to be
included in any judgment entered in such action or proceeding.
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Capital Title Group, Inc.
June 16, 1998
Page 5

10. INDEMNIFICATION.

         Both  MCC and the  Company  agree  to  indemnify  the  other  company's
respective directors, officers and employees against all losses and claims as is
customary in advisory engagements.  The provisions of this section shall survive
any termination of the engagement that is the subject of this letter.

11. PUBLICITY.

         Capital Title  approves the use by MCC of the Company's name or logo in
publicity  that includes  tombstones  and  advertising  related  materials  used
exclusively by MCC. MCC agrees to obtain prior approval, which approval will not
be unreasonably withheld, for the use of the Company's name or logo in any other
circumstance.

12. EFFECTIVE DATE.

         This  Agreement  shall be  effective  as of the date and year first set
forth above.

AGREED AND ACCEPTED:

         Please  confirm  that the  foregoing  correctly  sets  forth our mutual
understanding  by signing and returning the copy of this Agreement  provided for
that purpose.


Capital Title Agency Inc.                            Miller Capital Corporation
Donald R. Head                                       Rudy R. Miller

By: /s/ Donald R. Head                               By: /s/ Rudy R. Miller
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Title: Chairman and CEO                              Title: Chairman and CEO
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Date:                                                Date:
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