TITLE INSURANCE UNDERWRITING AGREEMENT

                              (NON-EXCLUSIVE FORM)

     THIS AGREEMENT  entered into this 1st day of July,  1999,  between  STEWART
TITLE   GUARANTY   COMPANY,   a  Texas   Corporation   (referred  to  herein  as
"UNDERWRITER"),   and  NEW  CENTURY  TITLE  COMPANY,  a  California  Corporation
(referred to herein as "Company").  UNDERWRITER  appoints COMPANY as its limited
agent only for the purpose of issuing title  policies in the name of UNDERWRITER
with the  authority,  duties,  limitations,  and  conditions  set  forth in this
Agreement and in accordance  with  UNDERWRITER's  guidelines  and  instructions.
"Title  policies"  includes  all  contracts  of  title  insurance  or  guaranty,
including title insurance policies, endorsements, binders, and commitments.

1.   TERRITORY:   COMPANY  is  a   non-exclusive   agent   authorized  to  issue
     UNDERWRITER's  title policies covering property in the State of California,
     in the Counties of Alameda,  Contra Costa and Sonoma (hereinafter  referred
     to as "Territory"),  and in those areas within said state where UNDERWRITER
     does not now have, nor in the future acquires, an exclusive title insurance
     representative.  COMPANY shall not issue  UNDERWRITER's  title  policies on
     property located outside of said Territory.

2.   DUTIES OF UNDERWRITER:

     (a)  UNDERWRITER  shall  furnish  to COMPANY  all  regularly  issued  title
          policy,  binder,  commitment,  and endorsement forms necessary for the
          issuance of title insurance.

     (b)  UNDERWRITER  shall  maintain a capacity  for the  research  of matters
          pertaining  to title  insurance  risks and shall remain  active in the
          various trade associations relating to title insurance. In this regard
          UNDERWRITER shall:

          (1)  Furnish  COMPANY  from time to time with  rules and  instructions
               involving   matters  of  importance  to  the  business  of  title
               insurance.

          (2)  Promptly determine  questions  submitted by COMPANY regarding the
               issuance of title policies.

     (c)  UNDERWRITER  shall pay premium and other  similar  taxes on the actual
          cash  (gross   premium  [risk  rate])  charged  for  and  remitted  to
          UNDERWRITER  by COMPANY  pursuant to paragraph 11 hereof.  Except that
          UNDERWRITER  shall  deduct  therefor  the cost of any  reinsurance  or
          coinsurance  purchased by UNDERWRITER,  and  UNDERWRITER  shall not be
          liable  for any  other  taxes  of any kind due on  income  derived  by
          COMPANY.  Should  UNDERWRITER  be  required  to pay premium tax on any
          amount greater than that specified above,  COMPANY agrees to reimburse
          UNDERWRITER for such additional tax.

     (d)  UNDERWRITER  shall  defend at its own  expense all actions and pay all
          losses under its title policies  except as herein  otherwise  provided
          subject  to  the  right  of   reimbursement  in  paragraph  5  hereof.
          UNDERWRITER  does not have any  obligation  to defend  COMPANY  in any
          action filed against COMPANY for COMPANY's  malfeasance or negligence,
          even though COMPANY may have issued UNDERWRITER's title policy.

     (e)  UNDERWRITER  shall furnish its usual form of insured closing letter to
          each of COMPANY's customers that requests such a letter.

3. DUTIES OF COMPANY:

     (a)  COMPANY shall  conduct its business in a sound and ethical  manner and
          shall  issue  title  policies  according  to  recognized  underwriting
          practices, the rules and instructions given by UNDERWRITER,  and those
          rules and instructions imposed by the Department of Insurance or other
          regulatory body.
<PAGE>
     (b)  All  title  policies  must be  based  on a  written  report  of  title
          resulting  from a complete  search  and  examination  of those  public
          records,  surveys,  and inspections relevant to the insurance afforded
          by such policies.  Where outside  attorneys are used for  examination,
          they shall act for and be paid by  COMPANY  but shall be  approved  by
          UNDERWRITER.  Each  title  policy  shall  be on a form  designated  by
          UNDERWRITER and shall correctly  reflect the status of title as of the
          date and time of said policy with appropriate  exceptions as to liens,
          defects,  encumbrances,  and/or objections disclosed by the search and
          examination of title or known by COMPANY to exist.

     (c)  For each title policy  issued,  COMPANY  shall  preserve in a separate
          file all documents supporting the search,  examination,  and report of
          title on which the title policy is based.  UNDERWRITER  shall have the
          right to make copies of all said title  reports and  documents  at any
          time within ten (10) years after termination of this Agreement.

     (d)  No later than the  fifteenth  (15th) day of each month,  COMPANY shall
          send to UNDERWRITER a register which shall consist of the following:

          (1)  A numerical list of all policies  issued or charged for or voided
               during the previous month.

          (2)  A copy of each policy  issued or charged for during the  previous
               month and the original of each policy voided.

          (3)  A check  for the  gross  premiums  charged  for  the  account  of
               UNDERWRITER for the previous month.

     (e)  COMPANY  agrees to keep safely in its escrow  account,  separate  from
          COMPANY's individual accounts,  all funds received by COMPANY from any
          source(s) in connection with  transactions in which  UNDERWRITER title
          policies  will be  issued,  and to  disburse  said  funds only for the
          purpose  for  which  they  were  entrusted.   Said  account  shall  be
          designated "New Century Title Company Escrow  Account"  COMPANY agrees
          to reconcile said escrow account each month within thirty (30) days of
          the date of the bank statement.  UNDERWRITER may at any time make, but
          shall have no obligation to make, an audit of said escrow  account and
          the general books of accounts and of all accounts, checks, records, or
          files of COMPANY  pertaining to  transactions  in which  UNDERWRITER's
          title policies are or will be issued.

     (f)  COMPANY  shall at its own expense  obtain a fidelity bond or insurance
          policy which covers losses caused by  misappropriation,  disappearance
          or wrongful use of escrow funds  deposited with COMPANY.  Said bond or
          policy shall name UNDERWRITER as an additional insured,  co-insured or
          joint-loss  payee,  and shall be in an  amount  not less than ten (10)
          times COMPANY'S required statutory net worth as set forth in Insurance
          Code Section 12389. The bond or policy may not exclude coverage due to
          acts or omissions of any officer, director,  employee, or principal of
          the COMPANY.  A copy of said bond or policy naming  UNDERWRITER  as an
          additional insured,  co-insured or joint-loss payee shall be submitted
          to UNDERWRITER  by COMPANY within  fourteen (14) days of the effective
          date of this  Agreement.  Said bond or policy  shall  remain in effect
          throughout  the term of the  AGREEMENT.  And  copies  of paid  renewal
          receipts  shall be  directed  to  UNDERWRITER  annually.  Said bond or
          policy shall provide that, in the event of cancellation or non-renewal
          of said bond or policy,  UNDERWRITER  shall be given  advance  written
          notice by the underwriter of the bond or policy.

     (g)  Prior to the  issuance  of a binder,  commitment,  or title  policy in
          excess of  UNDERWRITER's  single policy retention limit, as determined
          by  UNDERWRITER  from  year  to  year,  or  if  a  customer   requests
          reinsurance   at  any  level,   COMPANY   shall   immediately   obtain
          UNDERWRITER's  consent and send a copy  immediately to the Reinsurance
          Department of UNDERWRITER in order that  UNDERWRITER  may contract for
          such  reinsurance  as it  deems  necessary.  UNDERWRITER  will pay the
          percentage of the reinsurance cost equal to the percentage remitted to
          it by COMPANY pursuant to paragraph 11 hereof,  and the balance of the
          reinsurance  costs  will be  paid by  COMPANY.  COMPANY  shall  obtain
          UNDERWRITER's consent as specified in paragraph 4b.

     (h)  Pursuant to Section 2695.2(m) of California Code of Regulations, Title
          10,  Chapter 5,  Subchapter  8,  entitled  "Unfair  Claims  Settlement
          Practices Regulations",  upon COMPANY'S receipt of a notification of a
          claim against a policy of title  insurance which the COMPANY issued or
          participated  in the issuance of,  COMPANY shall  immediately  forward
          such claim to UNDERWRITER in Houston, to the attention of the National
          Legal  Department-Claims.  Pursuant  to  Section  2695.2  (m)  of  the
          California  Code of  Regulations,  COMPANY will not be handling  title
          insurance clams for  UNDERWRITER.  COMPANY shall give immediate notice

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<PAGE>
          thereof to UNDERWRITER and furnish to UNDERWRITER a Claim Report Form,
          a copy of the title policy involved, and all documents and information
          available   relating  to  the  claim.   COMPANY   shall   conduct  all
          investigations  requested  by  UNDERWRITER  and shall  cooperate  with
          UNDERWRITER  in the defense or settlement  of the claim,  whether such
          claim be made before or after the termination of this Agreement.

     (i)  COMPANY shall furnish  UNDERWRITER  with a copy of any audit or report
          that COMPANY is required to make to the  Department  of Insurance  (or
          similar regulatory body) and a copy of those reports of operations and
          financial  status as  stockholders  and  directors  of the COMPANY are
          permitted by law to see.

     (j)  COMPANY  authorizes  UNDERWRITER  to verify and  exchange  information
          regarding  COMPANY and/or its principals and any current or subsequent
          contractual  agreement  including,  but  not  limited  to,  requesting
          investigative  consumer  reports,  records  of  criminal  convictions,
          credit  reports,  and/or  consumer  report  information  at any  time.
          Further, COMPANY and/or its principals understand that upon reasonable
          written  request  they may obtain  additional  information  about such
          reports  under the Fair Credit  Reporting  Act.  COMPANY shall provide
          UNDERWRITER  with a list of COMPANY's  ten (10)  largest  customers as
          well as any  entity in which  COMPANY or its  principals  may have the
          ability to direct such entity's activities.

4. COMPANY'S AUTHORITY AND LIMITATIONS THEREON:

     (a)  COMPANY is authorized to issue title  insurance on forms  furnished by
          UNDERWRITER  subject to the provisions of this paragraph,  but COMPANY
          shall  not  alter  forms   without  the  prior   written   consent  of
          UNDERWRITER.

     (b)  No title  policy  shall be issued by COMPANY in excess of One  Million
          Dollars  ($1,000,000.00)  without  first  obtaining  the prior written
          consent of UNDERWRITER.

     (c)  COMPANY's Board of Directors shall approve in writing the names of its
          employees given authority to countersign UNDERWRITER's title policies,
          and shall provide UNDERWRITER a list of said authorized employees.

     (d)  COMPANY shall not without  UNDERWRITER's prior written consent settle,
          compromise,   or   negotiate   any  claim  under  a  title  policy  of
          UNDERWRITER, or employ counsel for UNDERWRITER or an insured in regard
          to a claim, or accept service of process on behalf of UNDERWRITER.

     (e)  COMPANY shall not without  UNDERWRITER's  prior written consent insure
          over a title defect, lien, or encumbrance, regardless of any indemnity
          or deposit that COMPANY shall obtain.

     (f)  COMPANY is  expressly  not  appointed as an agent of  UNDERWRITER  for
          purposes  of  providing   abstracting  and/or  escrow  services,   and
          UNDERWRITER shall have no liability or  responsibility  for any claims
          or  losses  due to  COMPANY  acting as  principal  in  providing  such
          abstracting and/or escrow services.

     (g)  COMPANY is expressly  not  appointed by  UNDERWRITER  as its agent for
          receipt of service of process, a notice of claim and/or complaint.  In
          the event COMPANY receives said service of process,  a notice of claim
          and/or  complaint,  COMPANY  shall  immediately  inform  the person or
          entity  giving  said  service  of  process,  notice  of  claim  and/or
          complaint that COMPANY is not the agent of UNDERWRITER for the purpose
          of  service  of  process,  receipt  of notice of claim,  or receipt of
          complaint.  COMPANY shall  immediately  inform the Insured to file its
          claim  directly  with the  UNDERWRITER  as  required by the policy and
          inform the  UNDERWRITER of the attempt to deliver  service of process,
          notice of claim and/or complaint.

5.   DIVISION OF LOSS AND LOSS EXPENSE: The term "Loss" shall include the amount
     paid to or for  the  benefit  of the  insured  as  well as loss  adjustment
     expense including any cost of defending the claim resulting in the loss.

     (a)  On each  such  loss  under  a title  policy  issued  pursuant  to this
          Agreement not due to COMPANY'S  negligence or fraud,  COMPANY shall be
          liable to UNDERWRITER for the first $5,000.00 of such loss.

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<PAGE>
     (b)  On each such loss due to the fraud or  intentional  act or omission of
          COMPANY or its employees,  representatives,  or agents,  or due to the
          gross negligence  thereof,  COMPANY shall be liable to UNDERWRITER for
          the  entire  amount  of  such  loss  including,  but not  limited  to,
          attorneys'  fees,   litigation  expenses,   and  costs  of  settlement
          negotiations. Such losses include but are not limited to:

          (1)  Failure of title plant to disclose matters causing losses.

          (2)  Failure to discover or report any instrument of record  affecting
               title.

          (3)  Violations of escrow instructions.

          (4)  Failure to follow underwriting  guidelines and/or instructions of
               UNDERWRITER.

          (5)  Failure to prepare a title policy which shows defects and matters
               affecting  title  disclosed  in the title  search or which should
               have been disclosed in the title search.

     (c)  On each loss suffered by UNDERWRITER by reason of its Insured  Closing
          Letter  issued  pursuant to  paragraph 2E of this  Agreement,  COMPANY
          shall be  liable to  UNDERWRITER  for the  entire  amount of such loss
          including,  but not limited to, attorneys' fees,  litigation expenses,
          and costs of settlement negotiation.

6.   TERMINATION  OF AGREEMENT:  This  Agreement is terminable  without cause by
     either  COMPANY  or  UNDERWRITER  at any time on thirty  (30) days  written
     notice.

7.   TERMINATION UPON DEFAULT, ETC.: In addition to other termination provisions
     contained in this Agreement,  UNDERWRITER  may  immediately  terminate this
     Agreement at any time by written  notice to COMPANY  upon the  happening of
     any of the following:

     (a)  Any bankruptcy  proceedings  (voluntary or  involuntary),  insolvency,
          receivership,   or  any  like  proceedings   involving  the  financial
          stability of COMPANY.

     (b)  Any Court or Administrative proceeding or decision against COMPANY for
          the violation of any federal or state law or the breach of any rule or
          regulation of the Department of Insurance or other regulatory agency.

     (c)  Any  revocation,  disqualification,   suspension,  or  termination  of
          COMPANY's  right to do  business or any license it may have as a title
          insurance agency or abstracter.

     (d)  Any notice or  information  of any act by COMPANY of apparent fraud or
          dishonesty,  or of any shortage in COMPANY's  escrow  account,  or the
          refusal of COMPANY to allow UNDERWRITER to perform an audit as set out
          in Section 3e above.

     (e)  Any failure of COMPANY to keep proper accounting records of its escrow
          accounts or any failure to reconcile  same within  thirty (30) days of
          the date of the last bank statement.

     (f)  Any failure, refusal, or neglect by COMPANY to pay any remittances due
          to  UNDERWRITER  within  twenty  (20) days after  written  notice from
          UNDERWRITER to COMPANY of a deficiency.

     (g)  Any failure, refusal, or neglect to cure any default by COMPANY within
          thirty  (30) days after  written  notice from  UNDERWRITER  to COMPANY
          concerning such default.

     (h)  Any determination by UNDERWRITER, in its sole discretion, that COMPANY
          and/or its  principals are pursuing a course of conduct not in keeping
          with sound title  insurance  business  practices,  or possess a credit
          rating which contains negative entries, or upon discovery that COMPANY
          or its principals  have furnished any misleading or false  information
          to UNDERWRITER or COMPANY.

8.   RELATIONSHIP  OF  UNDERWRITER   AND  COMPANY   SUBSEQUENT  TO  TERMINATION:
     Subsequent to  termination  or  cancellation  of this  Agreement  under any
     provisions of this Agreement:

                                       4
<PAGE>
     (a)  COMPANY shall cease and  discontinue the issuance of title policies of
          UNDERWRITER;  provided, however, that UNDERWRITER shall have the right
          to have its title  policies  issued  on those  title  transactions  in
          process.

     (b)  COMPANY  shall cease the use and/or  display of the Stewart name or to
          hold  itself  out or to  advertise  itself  as an  issuing  office  of
          UNDERWRITER.

     (c)  COMPANY shall return to UNDERWRITER all materials, forms, manuals, and
          supplies furnished COMPANY by UNDERWRITER.

     (d)  COMPANY shall retain all evidence of insurability in its files for the
          benefit  of both  UNDERWRITER  and  COMPANY,  and to  comply  with any
          governmental  regulations or laws. UNDERWRITER shall have the right to
          copy any such files, which right shall survive the termination of this
          Agreement.

     (e)  COMPANY shall continue to account to  UNDERWRITER  for all policies in
          accordance with the provisions of this Agreement.

9.   ASSIGNMENT:  This  Agreement is binding on and inures to the benefit of any
     successor of UNDERWRITER whether by merger, consolidation,  affiliation, or
     otherwise.

10.  NOTICES:  All  notices  provided  for in this  Agreement  shall be given in
     writing to the party  affected  and shall be  personally  delivered  to the
     other party or mailed to it by Certified or  Registered  United States Mail
     at the appropriate address shown below.

11.  GROSS PREMIUMS - SCHEDULE OF PAYMENTS:

     (a)  COMPANY may charge any fees it desires of whatever  character  for its
          services which do not impose an obligation on  UNDERWRITER,  including
          the  search  and  examination  of title  (which  are a  necessary  and
          integral part of underwriting)  in transactions  where title insurance
          is  being  issued,  so  long  as  same  are  permitted  by law and not
          inconsistent  with any rate filing or any rules and regulations of the
          Department of Insurance or other regulatory  Agency. TEN percent (10%)
          of the [X] rate filing, [ ] promulgated rate, [ ] attached schedule of
          charges,  [X] total  customer  charges  (all fees charged the public),
          including all changes in or  amendments to any of the above  bracketed
          items, constitutes the gross premium (risk rate) to be charged for and
          remitted to UNDERWRITER by COMPANY.  Provided that  UNDERWRITER  shall
          not  receive  less than  thirty-five  cents (.35) per $1,000 in policy
          liability,  excluding  simultaneous issue policies.  The gross premium
          (risk rate) shall include  Fifty Percent (50%) of all amounts  charged
          for standard endorsements not described in paragraph 11b. In the event
          COMPANY,  under  this  paragraph,  pays  UNDERWRITER  according  to an
          attached  schedule of charges and COMPANY increases its charges to the
          public for title insurance and title  examination in conjunction  with
          the issuance of a title policy,  then the amount  COMPANY shall pay to
          UNDERWRITER shall be increased by the same percentage.  COMPANY agrees
          to  promptly  notify  UNDERWRITER  of any  increase  in charges to the
          public. All amounts constituting the gross premium (risk rate) are the
          property of UNDERWRITER, and shall be collected and held by COMPANY in
          trust for UNDERWRITER.

     (b)  COMPANY shall  promptly  remit to  UNDERWRITER  as gross premium (risk
          rate) One Hundred  Percent  (100%) of all charges  made by COMPANY for
          extra  hazardous  risks or  coverage  assumed  by  UNDERWRITER.  Extra
          hazardous  risks  shall  include,  but  are  not  limited  to,  zoning
          coverage, usury coverage,  non-imputation coverage, shared application
          endorsement,   option  endorsement,  and  tie-in  endorsement.   These
          endorsements are not to be issued without  permission of Houston Legal
          Department or a Senior Underwriter.

     (c)  If  loss  and  loss  adjustment  expenses  (including  attorney  fees)
          incurred by UNDERWRITER in any one calendar year exceed Thirty Percent
          (30%)  of  the  gross  premium  (risk  rate)   actually   remitted  to
          UNDERWRITER  by  COMPANY  in  that  calendar   year,   then  COMPANY's
          remittance to UNDERWRITER for gross premium (risk rate) shall increase
          Ten  Percent  (10%)  (One  Hundred  Ten  Percent  (110%)  of the above
          remittance  rate to  UNDERWRITER)  until  UNDERWRITER has recouped all
          loss and loss adjustment  expenses,  including attorney fees, incurred
          in the excess of said Thirty  Percent (30%) of the gross premium (risk
          rate). This clause is cumulative.

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<PAGE>
     (d)  In the event COMPANY  becomes  delinquent  in remitting  UNDERWRITER's
          gross  premium  (risk  rate) as  determined  by  paragraph  11a above,
          COMPANY  hereby grants to UNDERWRITER a lien against all the assets of
          the COMPANY until UNDERWRITER is fully paid.


       IN WITNESS WHEREOF,  COMPANY and UNDERWRITER have executed this Agreement
as of the day and year first stated above.

UNDERWRITER:                           COMPANY:

STEWART TITLE GUARANTY COMPANY         NEW CENTURY TITLE COMPANY

P.O. BOX 2029                          1455 NORTH SCOTTSDALE ROAD, SUITE #320

HOUSTON, TEXAS 77252                   SCOTTSDALE, ARIZONA 85254


By:                                    By:
   --------------------------------       --------------------------------------
     Senior Vice President                Dale A. Head, Executive Vice President


Attest:                                Attest:
       ----------------------------           ----------------------------------

                                       6
<PAGE>
                       AMENDMENT TO UNDERWRITING AGREEMENT


     This Amendment  made and entered into this 28th day of September,  1999, by
and between STEWART TITLE GUARANTY COMPANY, a Texas corporation,  referred to in
this Amendment as  "UNDERWRITER,"  and NEW CENTURY TITLE  COMPANY,  a California
corporation, hereinafter referred to in this Amendment as "COMPANY."

                                   WITNESSETH

     Whereas,  UNDERWRITER  and COMPANY have  heretofore  entered into a certain
Underwriting Agreement dated July 1, 1999; and

     Whereas,  the  parties  hereto  desire to  further  amend the terms of said
Agreement;

     Now,  therefore,  for good and valuable  consideration,  the parties hereto
agree that the above referenced Agreement is hereby amended as follows:

                                    AMENDMENT

     Paragraph 1 of said  Agreement is hereby deleted in its entirety and in the
place and stead thereof shall be substituted the following:

     1. TERRITORY

        COMPANY is authorized to issue  UNDERWRITER's title policies on property
        in the  following  additional  county,  San Diego County in the State of
        CALIFORNIA (hereinafter referred to as Territory). In addition,  Company
        is authorized to issue  Underwriter's  title policies on property in Los
        Angeles, San Bernardino,  Santa Barbara,  Ventura,  Orange and Riverside
        Counties  in the State of  CALIFORNIA  (also  herinafter  referred to as
        Territory)  at such time as New Century  Title has received  license for
        same from the  California  Department  of  Insurance  and Stewart  Title
        Guaranty  has  received all  completed  forms  required for same and has
        approved such forms.  COMPANY shall not issue title policies on property
        located ouside of said  Territory.  UNDERWRITER  expressly  reserves the
        right to appoint other agents of title assurances in said Territory.

                Except as amended hereby, all other provisions  contained in the
        above referenced Agreement shall remain in full force and effect.

                Executed on the date above indicated.



ATTEST:                                   STEWART TITLE GUARANTY COMPANY

By:                                       By:
   -------------------------------            --------------------------------
            Secretary                         Sr. Vice President

ATTEST:                                   NEW CENTURY TITLE COMPANY

By:                                       By:
   -------------------------------            --------------------------------
                                              Dale A. Head, Exec. Vice President