PURCHASE AND SALE AGREEMENT
                                       AND
                        SUPPLEMENTAL ESCROW INSTRUCTIONS


                                     SELLER:

                                  KDC-AZ, LLC,
                      A DELAWARE LIMITED LIABILITY COMPANY
                      2425 EAST CAMELBACK ROAD, SUITE 1175
                             PHOENIX, ARIZONA 85016

                                     BUYER:

                           CAPITAL TITLE GROUP, INC.,
                             AN ARIZONA CORPORATION
                       14555 N. SCOTTSDALE ROAD, SUITE 320
                            SCOTTSDALE, ARIZONA 85254

<PAGE>
                                TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

1.   Agreement............................................................     1

2.   The Property.........................................................     1

3.   Purchase Price and Terms of Payment..................................     2

4.   Opening Date.........................................................     2

5.   Close of Escrow......................................................     3

6.   Earnest Money........................................................     3

7.   INTENTIONALLY OMITTED................................................     3

8.   Title Insurance......................................................     4

9.   INTENTIONALLY OMITTED................................................     4

10.  Conveyance of Property...............................................     6

11.  Maintenance of Property Prior to Closing.............................     6

12.  Possession...........................................................     6

13.  Seller's Representations and Warranties and
       Condition of Property..............................................     6

14.  Closing Deliveries...................................................     8
     (a)  Seller's Deliveries.............................................     8
     (b)  Buyer's Deliveries..............................................     9
     (c)  Post-Closing Deliveries.........................................     9

15.  Prorations and Closing Costs.........................................     9

16.  Defaults and Remedies................................................     9
     (a)  Seller's Remedies...............................................     9
     (b)  Buyer's Remedies................................................    10

17.  Condemnation.........................................................    10

18.  Commissions..........................................................    10

19.  Risk of Loss.........................................................    11

20.  Assignment...........................................................    11

21.  Notices..............................................................    11

22.  Merger...............................................................    12
<PAGE>
                           TABLE OF CONTENTS (CONT'D)

                                                                            PAGE
                                                                            ----

23.  Time of the Essence..................................................    12

24.  Further Documentation................................................    12

25.  Governing Law........................................................    13

26.  Severability.........................................................    13

27.  Waivers..............................................................    13

28.  Attorneys' Fees......................................................    13

29.  Counterparts; Duplicate Originals....................................    13

30.  Time for Performance.................................................    13

31.  Construction and Completion of Improvements . . . . . .                  13

32.  Construction Contract ...............................................    14

33.  Letter of Credit ....................................................    14

34.  Subsidiary ..........................................................    14
<PAGE>
                                LIST OF EXHIBITS

Exhibit A  -  Legal Description
Exhibit B  -  Plans and Specifications
Exhibit C  -  Contracts and Agreements
Exhibit D  -  Tangible Personal Property
Exhibit E  -  Promissory Note
Exhibit F  -  Assignment of Tenant's Interest in Ground Lease
Exhibit G  -  Bill of Sale
Exhibit H  -  Assignment and Assumption of Contracts
Exhibit I  -  Stock Subscription Contracts
Exhibit J  -  Contractor's Warranty
<PAGE>
                          PURCHASE AND SALE AGREEMENT
                                       AND
                        SUPPLEMENTAL ESCROW INSTRUCTIONS

PARTIES:

        SELLER:            KDC-AZ, LLC, an Arizona
                           limited partnership
                           2425 E. Camelback Road, Suite 1175
                           Phoenix, Arizona  85016
                           Attn:  President
                           Phone:  602/955-4433

        BUYER:             CAPITAL TITLE GROUP, INC.,
                           an Arizona corporation
                           14555 N. Scottsdale Road, Suite 320
                           Scottsdale, Arizona  85254
                           Attn:  Donald R. Head, C.E.O.
                           Phone:  602/483-8868

        ESCROW             CAPITAL TITLE INSURANCE COMPANY
        AGENT:             2929 East Camelback Road, Suite 115
                           Phoenix, Arizona  85016
                           Phone:  602/956-3305
                           Escrow Officer:  Patty Marino
                           Escrow No.:

     1. AGREEMENT.  Seller agrees to sell, and Buyer agrees to buy, the Property
(as defined  below) on the terms and  conditions  set forth in the printed  form
Escrow Instructions  attached hereto and these Supplemental Escrow Instructions.
The printed form Escrow  Instructions and these Supplemental Escrow Instructions
together  constitute a binding and enforceable  agreement (the "Agreement").  In
the event of a conflict  between  the  provisions  of the  printed  form  Escrow
Instructions and these Supplemental Escrow Instructions, the provisions of these
Supplemental  Escrow  Instructions  shall  control.  Paragraphs 12 and 13 of the
printed form Escrow Instructions are hereby deleted.

     2. THE PROPERTY. The term "the Property" shall include the following:

         (a) the  Seller's  interest in the ground  lease (the  "Ground  Lease")
executed by and between Olive  Stanford as Landlord,  and Seller as Tenant,  and
dated January 30, 1998, for the  approximately  thirty-two  thousand six hundred
forty (32,640)  square feet of unimproved  real property  located at 29th Street
and  Camelback in Phoenix,  Arizona (the  "Property"),  as legally  described on
Exhibit A attached hereto, including all right, title and interest of the Seller
in and to any easements, covenants and other rights appurtenant to the Property,
and all right,  title and interest of the Seller in and to any land lying in the
bed of any  street,  road,  avenue  or  alley,  open or  closed,  in front of or
adjoining the Property;
<PAGE>
         (b)  a  two  (2)  story  office   building   containing   approximately
twenty-four  thousand  24,000 square feet of office space with two (2) floors of
underground parking to be constructed on the Property (the "Improvements").  The
Improvements will be constructed in accordance with plans and  specifications to
be mutually  agreed upon by Buyer and Seller and in compliance with the terms of
Exhibit B attached hereto;

         (c) all right, title and interest of the Seller in and to the contracts
and agreements listed in Exhibit C attached hereto and made a part hereof;

         (d) all personal property, furniture, furnishings,  fixtures, equipment
and other tangible  personal property owned by the Seller as listed in Exhibit D
attached hereto and made a part hereof;

         (e) all  warranties,  licenses and other tangible  property used in the
operation of the Improvements and the Land.

     3. PURCHASE PRICE AND TERMS OF PAYMENT.

         The  purchase  price of the  Property  shall be the sum of Four Million
Three  Hundred Eight  Thousand  Eight Hundred  Forty-Six  Dollars  ($4,308,846),
subject to adjustments to the budget for the cost of the  Improvements as agreed
upon by Buyer and Seller and shall be paid as follows:

         (a) An earnest  money deposit of Six Hundred  Fifty-Eight  Thousand Six
Hundred  Forty-Six  Dollars  ($658,646)  represented  by Buyer's  execution of a
promissory  note  ("Note") in the form  attached as Exhibit E to Seller shall be
deposited  with Escrow Agent upon execution of this Agreement by both Seller and
Buyer.   Upon  (A)  Buyer's  approval  of  (1)  the  Guaranteed   Maximum  Price
Construction  Contract  for  the  Improvements,   (2)  the  Permanent  Financing
Commitment, (3) a Construction Budget, and (4) the Interior Drawings and (B) the
funding of the Stock  Subscription  Contracts  being executed  contemporaneously
herewith  and  attached  hereto as Exhibit I, the Note will be replaced by Buyer
with a like  amount of cash that will be  nonrefundable  (except in the event of
Seller's  default)  and will be  released  from  escrow  to Seller to be used by
Seller as owner's funds for the  construction  loan.  Buyer agrees to deliver to
Seller  its  approval  or  disapproval  of  (1)  the  Guaranteed  Maximum  Price
Construction   Contract,   (2)  the  Permanent  Financing   Commitment,   (3)  a
Construction  Budget, and (4) the Interior Drawings,  within ten (10) days after
its  receipt  of all such  final  documents.  Buyer  agrees  that it  shall  not
unreasonably withhold its approval of such documents, and further agrees that if
such  documents  do not  substantially  differ in form  from (1) the  Guaranteed
Maximum Price Construction Contract, (2) the Permanent Financing Commitment, (3)
a Construction  Budget,  and (4) the Interior Drawings (the Loan Application for
the  Permanent  Financing  Commitment  and the  Construction  Budget  have  been
<PAGE>
reviewed by Buyer),  Buyer will not withhold its approval of such documents.  If
Buyer  disapproves of any of such items, then Seller shall have twenty (20) days
from the date of such written  disapproval  to cure such  objections  to Buyer's
satisfaction.  If Seller is unable to cure such objections, then Buyer shall not
be obligated to replace the Promissory  Note with cash, and this Agreement shall
terminate and be of no further force or effect.

         (b) The balance of the purchase price shall be paid at Close of Escrow,
via cash, certified check or wired funds.

         (c) In addition to the Purchase Price, Buyer will deliver to Seller, at
the Closing, twenty-five thousand (25,000) shares of the common stock of Buyer.

     4. OPENING  DATE.  Escrow shall be deemed  opened on the date (the "Opening
Date") when at least one (1) fully executed  original of this Agreement has been
delivered  to the Escrow  Agent along with the "Note"  representing  the earnest
money  deposit of Six Hundred  Fifty-Eight  Thousand,  Eight  Hundred  Forty-Six
($658,846). Escrow Agent shall advise Buyer and Seller in writing of the Opening
Date.

     5.  CLOSE OF  ESCROW.  Close of Escrow  shall  occur  immediately  upon the
occurrence  of both  (a) the  substantial  completion  of the  Improvements,  in
accordance with the final plans and  specifications  which have been approved by
both Buyer and Seller and (b) the  funding of the  Permanent  Loan.  At Close of
Escrow,  conveyancing documents shall be recorded as provided in this Agreement.
Close of Escrow shall be held at the offices of Escrow Agent, unless a different
location is otherwise mutually agreed upon.

     6. EARNEST MONEY.  The timely deposit of the Note  representing the earnest
money and the  replacement  thereof  referred to in this Agreement is an express
condition precedent to Seller's obligations under this Agreement. If Buyer fails
to timely  replace the Note with a like amount of cash  (unless  Buyer is not so
obligated  to do),  then Buyer shall be deemed to be in default  hereunder,  the
Escrow Agent is hereby  instructed to deliver the Note to Seller,  and the Buyer
shall be fully liable to the Seller for full payment under the Note.

     7. INTENTIONALLY DELETED.

     8. TITLE INSURANCE.

         (a) At Close of Escrow,  Seller  shall  provide  Buyer with an extended
coverage  lessee's  policy of title  insurance  issued  by  Escrow  Agent or its
underwriters in the full amount of the sales price, effective as of the Close of
Escrow. The policy shall contain such endorsements as are reasonably required by
<PAGE>
Buyer, but the incremental cost of the endorsements  shall be the responsibility
of Buyer.  Seller  shall pay the  premium  which  would have been  charged for a
standard  coverage  lessee's policy,  and the additional  premium charge for the
extended coverage lessee's title insurance policy shall be borne by Buyer.

         (b) The obligations of Seller to provide the title insurance called for
in this  Paragraph  shall be satisfied if, at the Close of Escrow,  Escrow Agent
has given a binding commitment to issue the title insurance in the form required
by this Paragraph and if the actual policy is delivered within a reasonable time
following the Close of Escrow.

     9. INTENTIONALLY DELETED.

     10. CONVEYANCE OF PROPERTY.

         (a) At Close of Escrow,  Seller shall convey its leasehold  interest to
the Property to Buyer by an Assignment of Tenant's interest in the Ground Lease,
in the form  attached as Exhibit F, subject to the Ground  Lease,  current taxes
and  assessments,  reservations  in  patents,  all  easements,  rights  of  way,
encumbrances,   liens,   covenants,   conditions,   restrictions,   obligations,
liabilities and all other matters of record.

         (b) At Close of Escrow, Seller shall transfer and assign to Buyer title
to the personal  property owned by Seller and included  within the definition of
"Property"  by  bill of  sale,  in the  form  attached  as  Exhibit  G,  without
representation or warranty as to title or the condition thereof.

         (c) At Close of Escrow,  Seller  shall  execute and deliver to Buyer an
Assignment  and  Assumption  (without  recourse  or  warranty)  of  the  Service
Contracts,  in the form  attached as Exhibit H and Buyer  shall,  subject to the
limitations  of the next  sentence,  expressly  assume the Seller's  obligations
under the Service Contracts.  To the extent any Service Contract may be canceled
on or before Close of Escrow without liability to Seller, and Buyer gives notice
to Seller  prior to the end of Buyer's  Contingency  Period  that Buyer does not
wish to assume it (or them),  Seller not assign  any such  Service  Contract  to
Buyer.

     11.  MAINTENANCE OF PROPERTY  PRIOR TO CLOSING.  Until the Close of Escrow,
Seller or Seller's agent shall keep the Property  insured against fire and other
hazards  covered by  extended  coverage  endorsement  and  comprehensive  public
liability insurance against claims for bodily injury,  death and property damage
occurring in, on or about the Property.

     12. POSSESSION. Possession of the Property shall be delivered to Buyer upon
the Close of Escrow.
<PAGE>
     13. SELLER'S REPRESENTATIONS AND WARRANTIES AND CONDITION OF PROPERTY.

         (a) Seller is a Delaware  limited  liability  company,  duly organized,
validly existing and in good standing under the laws of the State of Arizona.

         (b)  Seller  is  authorized  to  perform  its  obligations  under  this
Agreement,  and the  execution of this  Agreement  will not violate any material
terms of Seller's Limited Partnership Agreement.

         (c)  There  are  no  pending  lawsuits  or  administrative  proceedings
affecting  the  property  or any  portion  thereof,  nor does Seller have actual
knowledge of any such action as presently contemplated.

         (d) There are no tenant leases or contracts or  agreements,  other than
those listed in Exhibit C which will remain in effect after the closing.

         (e) No consent,  approval,  order or  authorization of any person not a
party to this Agreement, and no consent, approval,  declaration or filing of any
governmental  authority on the part of Seller is required in connection with the
execution and delivery of this Agreement or the performance of the  transactions
contemplated herein, except the consent of the Landlord under the Ground Lease.

         (f) Seller has paid, or by the Closing Date will pay, all real property
taxes of every kind and nature  imposed on the  Property,  except such  property
taxes as shall be prorated between Buyer and Seller as of the Closing Date.

         (g) Seller has no actual  knowledge of any material  defect or error in
any of the Property  Documents  delivered to Buyer nor of any other  information
with respect to the Property  which would  materially  and adversely  affect the
development thereof.

         (h) Seller  represents  and warrants that the Property is in compliance
with state, local and federal laws respecting accessibility or nondiscrimination
as to people with  disabilities,  including,  but not limited to, the  Americans
With Disabilities Act.

         (i) Seller  represents  and warrants that the Property will be zoned to
allow construction and use of the Improvements.

         (j) Buyer  acknowledges that Buyer has fully  investigated the Property
and all records and documents relating thereto to Buyer's  satisfaction.  Seller
is therefore  released  from all  responsibility  and  liability  regarding  the
condition,  valuation or utility of the Property.  Buyer expressly  acknowledges
<PAGE>
that Buyer is buying the  Property in an "as is"  condition,  and that Buyer has
not  relied on any  warranties,  promises,  understandings  or  representations,
express or implied,  of Seller or any agent of Seller  relating to the  Property
which are not expressly contained in this Agreement. Buyer acknowledges that any
and  all  leasing  information,  feasibility  or  marketing  reports,  or  other
information  of any type which Buyer has  received or may receive from Seller or
Seller's  agents is or has been  furnished on the express  condition  that Buyer
shall or would make an independent  verification  of the accuracy of any and all
such  information,  all such  information  being furnished  without any warranty
whatsoever.  Buyer  agrees that Buyer will not  attempt to assert any  liability
against Seller for furnishing  such  information,  and Buyer agrees to indemnify
and hold Seller  free and  harmless  from any and all such claims of  liability.
This  indemnity  shall  survive the Close of Escrow or the  termination  of this
Agreement.

         (k)  EXCEPT AS  OTHERWISE  EXPRESSLY  PROVIDED  HEREIN,  SELLER  HEREBY
DISCLAIMS ALL WARRANTIES OF ANY KIND OR NATURE WHATSOEVER  (INCLUDING WARRANTIES
OF HABITABILITY,  MERCHANTABILITY AND FITNESS FOR PARTICULAR  PURPOSE),  WHETHER
EXPRESSED OR IMPLIED,  INCLUDING BUT NOT LIMITED TO  WARRANTIES  WITH RESPECT TO
THE PROPERTY,  THE ZONING OF THE LAND,  THE SOIL  CONDITIONS OF THE LAND, OR THE
SUITABILITY OF THE PROPERTY FOR BUYER'S INTENDED USE THEREOF. BUYER ACKNOWLEDGES
THAT BUYER WILL CONDUCT A DILIGENT  INVESTIGATION OF THE PROPERTY WITH REGARD TO
ITS  CONDITION,  PROFITABILITY,  PERMITTED  USE,  AND  SUITABILITY  FOR  BUYER'S
INTENDED USE THEREOF,  AS WELL AS ALL OTHER FACTORS DEEMED MATERIAL TO BUYER AND
WILL EMPLOY SUCH  INDEPENDENT  PROFESSIONALS  IN CONNECTION  THEREWITH AS DEEMED
NECESSARY BY BUYER.  BUYER FURTHER  ACKNOWLEDGES  THAT BUYER IS  PURCHASING  THE
PROPERTY "AS IS" AND IN ITS PRESENT CONDITION AND THAT BUYER IS NOT RELYING UPON
ANY REPRESENTATION OF ANY KIND OR NATURE MADE BY SELLER, OR ANY OF ITS EMPLOYEES
OR  AGENTS,  WITH  RESPECT  TO  THE  PROPERTY,   AND  THAT,  IN  FACT,  NO  SUCH
REPRESENTATIONS WERE MADE.

         (l) FURTHER,  AND WITHOUT IN ANY WAY  LIMITING  ANY OTHER  PROVISION OF
THIS  AGREEMENT,  SELLER  MAKES NO WARRANTY  WITH  RESPECT TO THE PRESENCE ON OR
BENEATH  THE  PROPERTY  (OR  ANY  PARCEL  IN  PROXIMITY  THERETO)  OF  HAZARDOUS
SUBSTANCES OR MATERIALS  WHICH ARE  CATEGORIZED  AS HAZARDOUS OR TOXIC UNDER ANY
LOCAL, STATE OR FEDERAL LAW, STATUTE,  ORDINANCE, RULE, OR REGULATION PERTAINING
TO ENVIRONMENTAL OR SUBSTANCE REGULATION,  CONTAMINATION, CLEANUP OR DISCLOSURE,
AND SHALL HAVE NO LIABILITY TO BUYER  THEREFOR.  BY ACCEPTANCE OF THIS AGREEMENT
AND THE DEED,  BUYER  ACKNOWLEDGES  THAT BUYER'S  OPPORTUNITY FOR INSPECTION AND
INVESTIGATION OF SUCH PROPERTY (AND OTHER PARCELS IN PROXIMITY  THERETO) WILL BE
<PAGE>
ADEQUATE TO ENABLE BUYER TO MAKE BUYER'S OWN  DETERMINATION  WITH RESPECT TO THE
PRESENCE ON OR BENEATH THE PROPERTY (AND OTHER PARCELS IN PROXIMITY  THERETO) OF
SUCH HAZARDOUS SUBSTANCES OR MATERIALS.

         (m)  Notwithstanding  the  foregoing,  Seller  represents to Buyer that
Seller has disclosed to Buyer all material  information  it has  concerning  the
Property.  Seller knows of no condition or event which is not disclosed to Buyer
which  would have a material,  adverse  impact on the  Property.  Seller has not
failed to  disclose  any  information  to Buyer  necessary  to  ensure  that any
representation made herein is not in any way misleading.

     14. CLOSING DELIVERIES.

         (a)  SELLER'S  DELIVERIES.  Seller  shall  deliver,  at or  before  the
Closing, the following documents:

              (1) An Assignment of Tenant's interest in the Ground Lease, in the
form attached hereto as Exhibit F.

              (2) A Bill of Sale to the personal  property in the form  attached
hereto as Exhibit G.

              (3) The contracts described in Exhibit C.

              (4) An assignment of contracts described on Exhibit C by way of an
Assignment and Assumption of Contracts in the form attached as Exhibit H.

              (5) An  Affidavit  pursuant  to the  Foreign  Investment  in  Real
Property Tax Act in the Escrow Agent's standard form.

              (6) A partnership  resolution authorizing Seller's consummation of
this transaction.

              (7) Seller's certificate representing and warranting to Buyer that
the Improvements  have been completed in accordance with the Construction  Plans
set forth on Exhibit B.

         (b) BUYER'S DELIVERIES.  Buyer shall deliver, at or before the Closing,
the following:

              (1) The purchase price.

              (2) The Assignment and Assumption of Contracts.

         (c)  POST-CLOSING  DELIVERIES.  Subsequent  to  Closing,  Seller  shall
provide to Buyer copies of form letters to  contractors,  utility  companies and
others serving the Property,  advising them of the sale of the Property to Buyer
and  directing to Buyer all bills for the  services  provided to the Property on
and after the  Closing  Date.  Seller  shall be  entitled  to the  return of any
deposits posted by it with any such company.
<PAGE>
          15. PRORATIONS AND CLOSING COSTS.

         (a)  Seller  and Buyer  shall  each pay  one-half  (1/2) of the  escrow
charges.  Real estate taxes,  rents (i.e.,  tenant leases),  contract  payments,
irrigation assessments, improvement liens and utilities shall be prorated in the
escrow as of Close of  Escrow,  based on the  latest  information  available  to
Escrow Agent. On or before Close of Escrow,  and as a condition  thereof,  Buyer
agrees to deposit  with  Escrow  Agent cash in an amount  sufficient  to pay all
closing  costs  payable by Buyer.  Any  utility  deposits  shall be  credited to
Seller, if not returned to Seller by the respective utility companies.

         (b) Any other closing costs, including recording and filing fees, shall
be paid by Buyer and Seller  according  to the usual and  customary  practice in
Maricopa County, Arizona.

          16. DEFAULTS AND REMEDIES.

         (a) SELLER'S REMEDIES. If Buyer fails to consummate this transaction in
accordance  with this Agreement for any reason other than a material  default by
Seller,  then Seller shall be entitled to seek any and all remedies available to
it, at law or in equity.

         (b) BUYER'S REMEDIES. If Seller fails to consummate this transaction in
accordance with this Agreement for any reason other than a default by Buyer or a
termination of this Agreement  permitted herein, then Buyer's exclusive remedies
shall be (i) to  terminate  this  Agreement  and recover from Escrow  Agent,  by
written  request,  the Note or (ii)  instead,  to waive  such  failure  and seek
specific performance of the conveyance of the Property.  Any action for specific
performance  under the preceding clause (ii) must be commenced within forty-five
(45)  days  after the  scheduled  Close of Escrow  hereunder.  Except  for delay
damages under Paragraph 31 accrued to the date of cancellation, Buyer shall have
no right to bring or maintain any action for monetary  damages for any breach of
this Agreement by Seller, and Buyer hereby waives any and all rights to any such
cause of  action.  Buyer's  right to  recover  the Note is  subject to its prior
submission to Escrow Agent of an enforceable release, in recordable form, of any
and all rights that Buyer may have  regarding  Seller or the  Property  and this
Agreement,  such release to be in form and  substance  reasonably  acceptable to
Seller.
<PAGE>
     17. CONDEMNATION. In the event of any condemnation or conveyance in lieu of
condemnation of all or a material part of the Property  subsequent to the end of
the Buyer's  Contingency  Period,  Seller shall promptly notify Buyer and either
party shall have the option to terminate this Agreement on written notice to the
other on or before the date and time herein  specified  for the Close of Escrow.
If this  Agreement is not so terminated by either party,  Seller shall assign to
Buyer at the Close of Escrow,  in lieu of conveyance  of the  Property,  or such
part of the Property as is the subject of such  condemnation  or  conveyance  in
lieu of condemnation, Seller's right, title and interest, if any, to receive the
condemnation  proceeds or proceeds for sale in lieu of  condemnation  payable in
connection with such taking or sale. In such event, Seller shall also deliver to
Buyer at the Close of Escrow any  condemnation  proceeds or proceeds from a sale
in lieu of  condemnation  which may have been  received  by Seller  prior to the
Close of Escrow.

     18. COMMISSIONS. If, and only if, this transaction closes, Seller agrees to
pay a commission (pursuant to separate agreement) to Lee & Associates. Buyer and
Seller  each  warrant  and  represent  that no  other  finder's  fee,  brokerage
commission  or  other   compensation  shall  be  due  in  connection  with  this
transaction.  If any  other  person  shall  assert  a claim to a  finder's  fee,
brokerage commission,  or other compensation on account of alleged employment as
a finder or broker in connection with this transaction, the party under whom (or
by whose acts) the finder or broker is  claiming  shall  indemnify  and hold the
other party harmless from and against any such claim and all costs, expenses and
liabilities  incurred in connection  with such claim or any action or proceeding
brought on such claim,  including but not limited to,  attorneys' fees and court
costs in defending against such claim. This indemnity shall survive the Close of
Escrow or the termination of this Agreement. If this transaction does not close,
no  commission  or any  part  of the  earnest  money  shall  be  due  under  any
circumstances.

     19. RISK OF LOSS.  During the  pendency of the escrow,  the risk of loss or
destruction of the Property shall be Seller's.

     20.  ASSIGNMENT.  Buyer shall have the right to assign its interest in this
Agreement,  subject to Seller's prior written  consent,  and further  subject to
Seller's participation in one hundred percent (100%) of the profits derived from
Buyer as a result of the assignment;  provided,  however,  that Seller shall not
participate  in any of the profits if Buyer assigns its rights in this Agreement
to Buyer's  parent  company,  if any, to a company  which  Buyer  owns,  or to a
company which is a subsidiary of Buyer's parent company, if any.
<PAGE>
     21. NOTICES. All notices or other communications required or provided to be
sent by either party or Escrow Agent shall be in writing,  shall be delivered by
one or more of the following methods and shall be effective as indicated below:

         (a) By  hand-delivery,  in which event notice is deemed to be effective
on the date that notice is received; or

         (b) by United  States  Postal  Service  certified or  registered  mail,
postage  prepaid,  in which event  notice is deemed to be  effective on the date
which is three (3) days after the date on which notice is mailed; or

         (c) by  overnight  delivery  by a  commercial  entity  which  is in the
business of providing  overnight delivery service (fees prepaid) or by overnight
United States Postal Service  delivery (fees prepaid),  in which event notice is
deemed  to be  effective  on the date  following  the date on  which  notice  is
properly  deposited with such commercial entity or with the United States Postal
Service; or

         (d) by electronic facsimile process, in which event notice is deemed to
be  effective  on  the  date  of  electronic   transmission  properly  made  (if
transmission  is made before 12:00 o'clock noon,  sender's time), or on the next
day after the date of electronic  transmission properly made (if transmission is
made after 12:00 o'clock noon, sender's time).

Notices shall be sent to the  addresses  shown below or at such other address or
addresses  (but  neither  party may  designate  a post office box for receipt of
notices)  as the  parties  or Escrow  Agent may,  from time to time,  specify in
writing, such changes to be made in a like manner:

         To Buyer:            CAPITAL TITLE GROUP, INC.
                              14555 N. Scottsdale Rd., Suite 320
                              Scottsdale, AZ85254
                              Attn: Don R. Head
                              FAX: 602/483-8968

         With a copy to:      Dale A. Head
                              3636 North Central Avenue, Suite 1100
                              Phoenix, AZ 85012
                              FAX: 602/265-7372

         To Seller:           KDC-AZ, LLC
                              2425 E. Camelback Rd., Suite 1175
                              Phoenix, AZ 85016
                              Attn: President
                              FAX: 602/955-1779

         With a copy to:      KOLL DEVELOPMENT COMPANY, LLC
                              4343 Von Karman Avenue
                              Newport Beach, California 92600
                              Attn: President
                              FAX: 714/975-0136
<PAGE>
         With a copy to:      SACKS TIERNEY P.A.
                              2929 North Central Avenue
                              Fourteenth Floor
                              Phoenix, Arizona85012-2742
                              Attn: Robert G. Kimball, Esq.
                              FAX: 602/279-2027

     22. MERGER. This Agreement, together with Exhibits A through J, constitutes
the entire  agreement  between the  parties  pertaining  to the  subject  matter
contained  in  this  Agreement.   All  prior  and  contemporaneous   agreements,
representations  and  understandings,  written or oral,  are  superseded  by and
merged into this  Agreement.  No supplement,  modification  or amendment of this
Agreement shall be binding unless in writing and executed by Buyer and Seller.

     23. TIME OF THE ESSENCE.  With regard to all of the provisions contained in
this Agreement, time is of the essence.

     24. FURTHER DOCUMENTATION.  Each party agrees in good faith to execute such
further or  additional  documents as may be necessary  or  appropriate  to fully
carry out the intent and purpose of this Agreement.

     25.  GOVERNING LAW. This  Agreement  shall be governed by, and construed in
accordance with, the laws of the State of Arizona.

     26.  SEVERABILITY.  In the event one or more of the provisions contained in
this  Agreement  shall  for  any  reason  be  held  to be  invalid,  illegal  or
unenforceable in any respect,  such invalidity,  illegality or  unenforceability
shall not  affect  any  other  provision  herein,  and this  Agreement  shall be
construed as if such invalid,  illegal or unenforceable provision had never been
contained herein.

     27.  WAIVERS.  The  waiver by any party  hereto of any right  granted to it
hereunder  shall not be deemed to be a waiver of any other right granted herein,
nor shall same be deemed to be a waiver of a subsequent right obtained by reason
of the continuation of any matter previously waived.

     28. ATTORNEYS' FEES. The prevailing party in any litigation, arbitration or
other proceedings arising out of this Agreement shall be reimbursed by the other
party  for all  costs  and  expenses  incurred  in such  proceedings,  including
reasonable attorneys' fees.

     29. COUNTERPARTS;  DUPLICATE  ORIGINALS.  This Agreement may be executed in
multiple  counterparts  and when a counterpart  has been executed by each of the
parties hereto such  counterparts,  taken  together,  shall  constitute a single
agreement.  Duplicate  originals  may also be  utilized,  each of which shall be
deemed an original document.
<PAGE>
     30. TIME FOR PERFORMANCE. The time for performance of any obligation or any
other  action  under  this  Agreement  shall be deemed  to expire at 4:00  p.m.,
Mountain  Standard Time, on the last day of the applicable  time period provided
for herein.  However, if the time for the performance of any obligation or other
action under this Agreement expires on a Saturday,  Sunday or legal holiday, the
time for performance shall be extended to the next succeeding day which is not a
Saturday, Sunday or legal holiday.

     31.  CONSTRUCTION AND COMPLETION OF IMPROVEMENTS.  Seller shall deliver the
Improvements  to Buyer so that Buyer may occupy and utilize the  Improvements on
or before  August 1, 1999.  If Seller  fails to so deliver the  Improvements  to
Buyer on or before  August 1,  1999,  Seller  agrees to be  responsible  for all
additional costs and expenses which Buyer incurs as a result of Seller's failure
to timely  deliver the  Improvements,  which costs and expenses will not include
Buyer's Rent at the normal  charge and rate.  Seller agrees that if it is unable
to deliver the  Improvements to Buyer on or before December 1, 1999, Buyer shall
have the right to terminate this Agreement. Seller agrees that Buyer may inspect
the Improvements during the course of construction at anytime Buyer requests, on
twenty-four   hours  prior  notice  to  Seller.   Seller  agrees  to  cause  all
construction and other warranties it receives from the  subcontractors  who will
construct the  Improvements  to be assigned to Buyer.  The General  Contractor's
Warranty  will be in the form  attached as Exhibit J. The parties agree that the
dates set forth  herein  will be extended  during any period in which  Seller is
unable to continue  construction due to "FORCE MAJEURE" items, or to destruction
of the  Improvements  by fire or otherwise,  or delays  caused by Buyer.  Seller
warrants that Contractor's Warranty will be enforceable by Buyer and not subject
to any defenses at law or equity (unless Buyer,  through its action or inaction,
causes the  Warranty to be  unenforceable  or the  defenses to be  unavailable).
Seller  indemnifies  and  holds  Buyer  harmless  from any loss due to breach of
Seller's Warranty in this Paragraph.

     32.  CONSTRUCTION  CONTRACT.  Seller  agrees to  execute a "not to  exceed"
contract for the  construction of the  Improvements  with a general  contractor,
subject to the approval of Buyer as set forth in Paragraph 3.(a).  Seller agrees
to credit Buyer at the Closing with the amount by which the actual  construction
costs are less than the costs set forth in the Construction  Contract. No change
orders will be made to the  Construction  Contract unless agreed to, in writing,
by Seller, Buyer and the general contractor.
<PAGE>
     33. LETTER OF CREDIT. Buyer agrees that in order to assume a permanent loan
for the Improvements,  a letter of credit has been required by the Lender. Buyer
agrees to  provide  a letter of credit in favor of Lender in the face  amount of
Five Hundred Thousand Dollars  ($500,000).  The Lender shall be entitled to draw
against such letter of credit to the extent of the  Lender's  expenses for lease
commissions,  tenant  improvements and debt service,  if the Improvements become
vacant by reason of Buyer's default.  The letter of credit shall remain in place
for the ten (10) year term of the loan or  earlier  payoff of such  loan.  Buyer
agrees to  properly  renew such letter of credit as required to keep it in place
for such term.

     34.  SUBSIDIARY.  Buyer  agrees  that it will  assign its  interest in this
Agreement  to a  wholly-owned  subsidiary,  which  subsidiary  will be a  entity
created for the sole purpose of holding title to the Property.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of this _____ day of _______________________, 1998.

                                     SELLER:

                                     KDC-AZ, LLC, a Delaware limited
                                     liability company

                                     By: KOLL  DEVELOPMENT  COMPANY,  LLC,
                                         a Delaware  limited liability company,
                                         its manager

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

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


                                     BUYER:

                                            CAPITAL TITLE GROUP, INC.

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

                                     Its: --------------------------------------
<PAGE>
The provisions of this Agreement
are hereby acknowledged and
agreed to:

CAPITAL TITLE GROUP, INC.


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

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

"ESCROW AGENT"

                                    GUARANTEE

         KOLL DEVELOPMENT  COMPANY,  LLC, a Delaware limited liability  company,
hereby  agrees  to  unconditionally   and  irrevocably   guarantee  all  of  the
obligations of Seller set forth in this agreement.

                                     KOLL DEVELOPMENT  COMPANY,  LLC, a Delaware
                                     limited  liability company

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

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

                                     Date:
                                          --------------------------------------

                               ESCROW INSTRUCTIONS

<PAGE>
                                    EXHIBIT A

                                LEGAL DESCRIPTION


<PAGE>
                                    EXHIBIT B

                            PLANS AND SPECIFICATIONS

<PAGE>
                                    EXHIBIT C

                            CONTRACTS AND AGREEMENTS

<PAGE>
                                    EXHIBIT D

                           TANGIBLE PERSONAL PROPERTY

<PAGE>
                                    EXHIBIT E

                                 PROMISSORY NOTE

<PAGE>
                                    EXHIBIT F

                 ASSIGNMENT OF TENANT'S INTEREST IN GROUND LEASE

<PAGE>
                                    EXHIBIT G

                                  BILL OF SALE
                                  ------------

         For valuable  consideration,  the receipt and  sufficiency of which are
hereby  acknowledged,  KDC-AZ,  LLC, a Delaware limited  liability  company (the
"Seller")  hereby  conveys to CAPITAL TITLE GROUP,  INC. (the  "Buyer"),  all of
Seller's  right,  title and interest in and to those  certain  items of personal
property  described  on Exhibit A attached  hereto and made a part  hereof  (the
"Personal Property").

         Seller has not made and does not make any  express or implied  warranty
or representation of any kind whatsoever with respect to the Personal  Property,
including,  but not limited to: title,  merchantability of the Personal Property
or its  fitness  for any  particular  purpose;  the design or  condition  of the
Personal  Property ; workmanship or compliance of the Personal Property with the
requirements of any law, rule,  specification  or contract  pertaining  thereto;
patent  infringement  or latent  defects,  except that Seller  warrants that the
Personal  Property is free and clear of all liens,  claims and  encumbrances  in
favor of any third party.  Purchaser accepts the Personal Property on an "AS IS,
WHERE IS" basis, and "WITH ALL FAULTS."

         IN WITNESS  WHEREOF,  Seller has caused this  instrument to be executed
and delivered as of the day of , 1998.

                                     KDC-AZ, LLC, a Delaware
                                     limited liability company

                                     By: KOLL DEVELOPMENT  COMPANY,  LLC,
                                         a Delaware limited  liability
                                         company, its member


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

                                     Its:
                                         ---------------------------------------
<PAGE>
                                    EXHIBIT A

                                PERSONAL PROPERTY

                                    [To Come]
<PAGE>
                                    EXHIBIT H

                     ASSIGNMENT AND ASSUMPTION OF CONTRACTS

         For valuable  consideration,  the receipt and  sufficiency of which are
hereby  acknowledged,  KDC-AZ,  LLC, a Delaware limited  liability  company (the
"Assignor"),  hereby  assigns and  delegates to CAPITAL  TITLE GROUP,  INC.,  an
Arizona  corporation (the  "Assignee"),  with an office and place of business at
14555 N. Scottsdale Rd., Suite 320,  Scottsdale,  AZ 85254,  and Assignee hereby
assumes and accepts the assignment  and  delegation of all of Assignor's  right,
title  and  interest  in,  to and under the  contracts  described  on  Exhibit A
attached hereto.

         Assignor hereby agrees to indemnify  Assignee against and hold Assignee
harmless from any and all cost, liability,  loss, damage or expense,  including,
without limitation,  reasonable attorneys' fees and costs,  originating prior to
and including the date hereof and arising out of  Assignor's  obligations  under
the Contracts  described in Exhibit A.  Assignee  hereby agrees to hold Assignor
harmless from any and all cost, liability,  loss, damage or expense,  including,
without  limitation,  reasonable  attorneys'  fees,  originating  after the date
hereof  and  arising  out of the  Assignee's  obligations  under  the  Contracts
described in Exhibit A.

         If any  litigation  between  Assignor  and  Assignee  arises out of the
obligations  of the parties under this  Assignment or concerning  the meaning or
interpretation of any provision contained herein, the losing party shall pay the
prevailing  party's  costs and expenses of such  litigation  including,  without
limitation, reasonable attorneys' fees.

         This  Agreement  may  be  executed  and  delivered  in  any  number  of
counterparts,  each of which so executed and delivered  shall be deemed to be an
original and all of which shall constitute one and the same instrument.

         IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment
effective as of the day of , 1998.

                                     ASSIGNOR:

                                     KDC-AZ, LLC, a Delaware limited liability
                                     company

                                     By: KOLL DEVELOPMENT  COMPANY,  LLC,
                                         a Delaware limited  liability
                                         company, its manager


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

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

                                     ASSIGNEE:

                                     CAPITAL TITLE GROUP, INC.



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

                                     Name:
                                           -------------------------------------

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

<PAGE>
                                    EXHIBIT A

                                    CONTRACTS


                                    [To Come]