TITLE PLANT AGREEMENT

THIS AGREEMENT is being executed on the 29TH day of APRIL,  1998. The parties to
this  Agreement  are  SECURITY  UNION  TITLE  INSURANCE  COMPANY,  a  California
corporation  ("Security  Union"),  and CAPITAL  TITLE  GROUP,  INC.,  an Arizona
corporation ("Customer").

                                    RECITALS

A.   Security  Union and  Customer  wish to enter  into this  Agreement  for the
     purpose  of  providing  Customer  with  access  to the  Title  Plant  owned
     exclusively  by Security  Union,  pertaining  to real property in San Diego
     County,  California  (the  "County"),  as more  particularly  described  in
     Paragraph 3(a) of this Agreement.

B.   Security  Union  currently  maintains its title plant for the County at its
     facility located at 3750 Convoy Street, San Diego, California,  hereinafter
     referred to as "Title Plant Facility".

                             TERMS OF THE AGREEMENT

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

1.   ACCESS
     Security Union grants  Customer  nonexclusive  access during normal working
     hours (as set by Security  Union) to all of the records and  materials,  as
     described in Paragraph 3(a) below, in Security  Union's Title Plant for the
     County.

2.   TERM
     The effective  date of this Agreement  shall be the 1ST day of JUNE,  1998.
     The effective date shall begin the initial term of this Agreement, which is
     made for five (5) years. The Agreement shall be automatically  extended for
     additional  five (5) year terms unless either party gives written notice to
     the other party of its election not to extend at least six (6) months prior
     to the end of the initial term or of any additional term.
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3.   TITLE PLANT SERVICES

     (a)  TITLE PLANT DESCRIPTION.  During the term of this Agreement,  Security
          Union  agrees to make  available  to Customer  for  Customer's  use in
          searching titles, all of the records and materials located at Security
          Union's title plant facility for the County including, but not limited
          to,  lot  books  (or  microfilm  copies  of lot  books  or  geographic
          folders),  on-line  property index and general index (also known as an
          "individual/corporation  index"),  as  well  as all  microfilm,  maps,
          starters  (i.e.,   copies  of  previously  issued  policies  of  title
          insurance,  preliminary reports,  guarantees and binders,  hereinafter
          referred to as  "Starters"),  and copies of documents  recorded in the
          Official Records of the County. These records and materials shall also
          include any additions made through  Security  Union's  customary daily
          input procedures, and shall be subject to any deletions resulting from
          Security  Union's  customary  purging  procedures.  These  records and
          materials,  sometimes  referenced in this Agreement  collectively as a
          Title  Plant,  will be used by  Customer  and others  during the term,
          subject to all the other  provisions of this  Agreement.  Both parties
          recognize  that  Security  Union  may in the  future  acquire  records
          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.  Any  records  so  acquired  and
          restricted are not included in this Agreement.

     (b)  USE OF STARTERS.  Starters  furnished to Customer under this Agreement
          are to be used by  Customer  solely for the purpose of  searching  and
          examining  specific parcels of real property.  Customer agrees that no
          other use of any Starter is permitted and further agrees that Security
          Union will have no responsibility  for errors or omissions of any kind
          in these starters.

     (c)  AVAILABILITY  OF STARTERS.  The  availability  of particular  Starters
          under this  Agreement  shall be determined by Security  Union and will
          not include any
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          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.  STARTERS IN THE  POSSESSION OF
          SECURITY  UNION THAT WERE ISSUED BY TICOR TITLE  INSURANCE  COMPANY OF
          CALIFORNIA OR ITS PREDECESSORS  (THE "TICOR  STARTERS") ARE NOT A PART
          OF THIS AGREEMENT.  Other than restrictions regarding the use of other
          companies'  Starters and the exclusion of the Ticor Starters,  nothing
          in this paragraph is intended to restrict  Customer from access to all
          of the Title Plant described in Paragraph 3(a) of this Agreement.

     (d)  CUSTOMER  INVESTIGATION  AND  SATISFACTION.  Customer has made its own
          independent  investigation  of the operation of the Title Plant and of
          the  method  of  input,  storage  and  retrieval  of  the  information
          contained  in  the  Title  Plant,  as  well  as  the  quality  of  the
          information  in the  Title  Plant and the type of  documents  indexed,
          including the criteria in effect for  including or excluding  specific
          types of documents in daily plant input  procedures,  and the criteria
          in effect for  deleting,  by  purging  procedures,  specific  types of
          documents.  Customer is satisfied  that input,  storage and  retrieval
          methods, and the quality of the information and the criteria for input
          and  purging,  are  satisfactory  for the  purposes  intended  in this
          Agreement.

4.   WARRANTIES, LIABILITIES AND INDEMNITIES

     (a)  WARRANTY  EXCLUSION AND LIMITATION OF DAMAGE.  SECURITY UNION MAKES NO
          WARRANTIES  OR  REPRESENTATIONS,  EXPRESS OR  IMPLIED,  INCLUDING  THE
          IMPLIED  WARRANTIES  OF  MERCHANTABILITY  OR FITNESS FOR A  PARTICULAR
          PURPOSE, CONCERNING THE ACCURACY OR COMPLETENESS OF THE TITLE PLANT OR
          THE INFORMATION  CONTAINED IN THE TITLE PLANT. Customer agrees that in
          no event shall Security Union be liable for any
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          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.  Security Union and Customer
          also agree that  Security  Union  assumes no liability and will 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 assertion of error in
          the Title Plant or in any services or Starter furnished to Customer by
          Security Union.

     (c)  INDEMNITY.  If any customer or person  claims or asserts that Security
          Union has any liability by reason of an error in the Title Plant or in
          any Starter  furnished to Customer by Security Union,  Customer agrees
          to indemnify  and hold  Security  Union  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. 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 at Customer's own cost, 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.

5.   TITLE PLANT ACCESS CHARGE
     As set forth at Appendix A, attached.

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


     (a)  SQUARE  FOOTAGE RATE.  The initial space use charge shall be $1.75 per
          square  foot.  Adjustments  shall  be made  to the  space  use  charge
          effective  the  first  day of  January  each  year of the  term of the
          Agreement.  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. The building expenses to be
          included are: utilities,  building maintenance and supplies (security,
          landscaping,  refuse, rest room and coffee room supplies), janitorial,
          air  conditioning  maintenance,  music/paging  system,  a ten  percent
          administrative charge and rent. Security Union will submit an itemized
          statement to Customer during the month of June each year setting forth
          Security  Union's building costs for the prior twelve month period and
          rent rate for the  succeeding  twelve month period,  all which will be
          used as a basis for any  increase or decrease in the space use charge.
          Any annual  increase shall not exceed ten percent  (10%),  except that
          the item of rent shall be adjusted to the actual  amount  specified in
          any lease with a third party  landlord.  Customer shall have the right
          to review the  building  cost  records of  Security  Union at Security
          Union's office.

     (b)  MINIMUM  SPACE  USE  CHARGE.   Customer  has  designated  an  area  of
          *______square feet as an initial space requirement. Customer shall pay
          Security  Union a minimum  office  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

* To be determined by separate letter agreement.
<PAGE>
          such decreased amount of space. Any increase or decrease of the square
          footage (space) must be agreed to in writing by both parties.

7.   PAYMENT DUE DATE; AUDIT

     (a)  DUE DATE. All monies due from Customer are due and payable to Security
          Union on the tenth  (10th)  work day of each month of the term of this
          Agreement. Payment shall be sent to:

                SECURITY UNION TITLE INSURANCE COMPANY
                1007 East Cooley Drive
                Colton, California 92324
                Attn: Accounting Department

          Payment shall  continue to be sent to this address  until  notified in
writing as set forth at Paragraph 28 of this Agreement.

     (b)  PRORATION  OF CHARGES.  The charges,  set forth at  Paragraphs 5 and 6
          above,  for any partial month of Customer's  use of the Title Plant at
          the beginning or end of any term of this  Agreement  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.

     (c)  DEFAULT  DUE TO  NON-PAYMENT.  A state of  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  charge equal to ten percent (10%) of the sum
          then due,  must be paid to  Security  Union.  In the event of default,
          Security  Union may  discontinue  the right of Customer to any service
          provided for in this  Agreement.  If any state of default is not cured
          within  thirty (30) days after the sum first  becomes due and payable,
          and after written notice to Customer, Security Union may terminate all
          rights of Customer under this Agreement.

     (d)  WRITTEN REPORT.  Simultaneously  with the payment of the monthly title
          plant  charges,  Customer  must  furnish a written  report to Security
          Union,  signed by an officer of  Customer,  showing  the total  orders
          opened for all
<PAGE>
          title  assurances  issued by Customer during the preceding  month, and
          any other information  necessary to enable Security Union to determine
          that the amount is correct.  This  information will be confidential to
          and used by Security  Union's  auditors and  accounting  personnel and
          will not be used for other purposes by Security Union. The report form
          will be designed and furnished by Security Union.

     (e)  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. Customer shall
          supply the following to Security Union at the end of each fiscal year:

          +    A complete,  signed copy of Customer's  audited  Annual Report to
               the Insurance Commissioner of the State of California;
          +    Audited financial statements for the 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.

8.   COPIES OF TITLE DOCUMENTS FURNISHED BY CUSTOMER
     During the term of this Agreement,  on a monthly basis,  Customer agrees to
     furnish  Security  Union full and  complete  copies of all title  policies,
     binders,  guarantees,  endorsements or other title  assurances,  as well as
     title  reports for canceled  orders  issued by Customer on real property in
     the County  during the prior month.  These copies of title  assurances  and
     reports are to be forwarded to Security  Union's Title Plant Manager of the
     title plant facility for the County on or before the fifth(5th) work day of
     every month. Security Union shall have the right
<PAGE>
         to place  these  copies  in  Security  Union's  Title  Plant for use by
         Security Union or other customers.  These copies become the property of
         Security Union,  free of any  restrictions as to use or otherwise,  but
         without warranty as to correctness on the part of Customer.

9.   DESK SPACE, EQUIPMENT AND SUPPLIES

     (a)  DESK AND EQUIPMENT SPACE. Security Union agrees to make available,  at
          Security Union's title plant facility, desk and equipment space as may
          be  reasonably  necessary  to be  used by  employees  of  Customer  to
          "search"  title to  specific  property  involved in  Customer's  title
          orders.  Security  Union shall bill  Customer  on a monthly  basis and
          Customer  shall pay  Security  Union  monthly  for use of space in the
          title plant facility, in accordance with the provisions of Paragraph 6
          of this Agreement.

     (b)  DEFINITION OF "SEARCH".  For the purpose of  definition,  both parties
          agree that the word "search", as used in this Agreement, refers to the
          functions of  identifying,  locating and copying the proper  accounts,
          documents, Starters and maps necessary for examining, reporting on and
          otherwise   issuing  title  evidences  on  specific  parcels  of  real
          property.  It does not include any  functions of a title  company or a
          title insurance company beyond the identifying, collecting and initial
          copying process  described above and specifically does not include the
          actual  examination  of the title and the process of "writing  up" the
          findings of the examination.  Normal customer  service  activities are
          intended to be included.

     (c)  EQUIPMENT AND  SUPPLIES.  All  microfilm  viewer-printers  and copying
          equipment  used by  Customer's  employees are to be installed and paid
          for by Customer,  and all supplies and  materials  used by  Customer's
          employees  are to be paid for by Customer.  However,  Customer may use
          Security Union's micro film  viewer-printers  and copying equipment if
          available and if Customer  pays for the cost of its prorated  share of
          that  use.  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 plant item
<PAGE>
          which Security Union now or in the future deems  necessary to restrict
          from general  access.  These same services may be provided by Security
          Union to all plant users. Security Union shall bill and Customer shall
          pay  its  monthly  pro  rata  share  of the  cost of  providing  these
          services.

10.  SERVICES NOT FURNISHED
     Security  Union will not be obligated to furnish  tax,  bond or  assessment
     information nor to furnish any title engineer or other help for the purpose
     of verifying or creating a legal description of land involved in Customer's
     orders nor any other service,  except that which is specifically  stated in
     this Agreement.

11.  PARKING NOT FURNISHED
     Security  Union will not be  obligated  to furnish  parking for  Customer's
     employees.

12.  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, it will do
     so without the use of the Title Plant owned by Security  Union. An election
     by Customer to build or  participate  in the building of a title plant will
     not  discharge  or relieve  Customer of any of its  obligations  under this
     Agreement.

13.  OWNERSHIP AND USE OF THE TITLE PLANT
     (a)  PROPERTY OF SECURITY UNION.  The Title Plant shall at all times remain
          the property of Security Union.

     (b)  SUPERVISION  BY SECURITY  UNION.  Customer  agrees that the use of the
          Title  plant  shall  at all  times be in the  custody  and  under  the
          supervision of an employee of Security Union.

     (c)  NO UNAUTHORIZED  USE.  Customer agrees to make no reproductions of the
          Title Plant or use or permit use of the  information  obtained from it
          except to conduct its own title business as to specific  orders and as
          to specific  parcels of real  property,  and to provide usual customer
          service.

     (d)  COPIES OF DOCUMENTS.  No part of the Title Plant shall be removed from
          the  premises  of  Security  Union.  However,  subject  to  the  other
          provisions
<PAGE>
          of this  Agreement,  Customer  shall have the right to make  copies of
          documents and other information contained in the Title Plant.

     (e)  CONDUCT OF  EMPLOYEES.  The use of the Title Plant 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.

     (f)  HOURS OF ACCESS.  The use of the Title  Plant  shall be limited to the
          normal  business hours of Security  Union,  except that Security Union
          will cooperate with Customer in emergency situations in endeavoring to
          provide for the opening of the building and  supervision of Customer's
          use of the Title Plant by an  employee  of Security  Union in order to
          satisfy  reasonable  plant access  requirements  of  customer,  at the
          expense of the Customer.

     (g)  ACCESS LIMITED.  Access to the title plant facility and the use of the
          Title Plant will be limited to the  employees of Customer  required to
          search title, as defined in Paragraph 9(b) above, to specific property
          involved in its title orders and to provide  usual  customer  service.
          Customer  agrees  that access to the Title Plant shall not be utilized
          by Customer or any of its employees for the purpose of furnishing  any
          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.

     (h)  NO PLANT  TOURS.  Customer  is not  allowed to conduct  any  organized
          "plant tours" of the premises where the Title Plant is located.

     (i)  NO EXTRAORDINARY TITLE PLANT AGREEMENTS. Customer shall not be allowed
          to provide for  extraordinary  Title Plant  service  agreements to its
          customers.  Use of the Title  Plant is limited to  specific  bona fide
          orders
<PAGE>
          for title insurance policies,  binders,  guarantees,  endorsements and
          reports covering specific parcels of real property.  However, Customer
          shall have the right to utilize  the Title  Plant to furnish the usual
          customer  service as to inquiry by  customers  of  Customer as regards
          specific parcels of land or specific documents in the Title Plant.

     (j)  DUE CARE USE.  Customer  agrees to exercise due care in the use of the
          Title Plant and of the space  provided in the title plant  facility so
          as to prevent  loss or damage.  Customer  also  agrees that it will be
          liable to Security  Union for any loss or damage to the Title Plant or
          building  or any other  property of  Security  Union  arising out of a
          failure  to  exercise  due  care  or  arising  out of an  intentional,
          dishonest or fraudulent act of an employee of Customer.

     (k)  OTHER  PLANT 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 Plant or
          Security Union's facilities. Those contracts may include, but will not
          be limited to, title plant  leases,  title plant  service  agreements,
          underwriting contracts or any combination of the above.

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

     (m)  ADVERTISEMENT OF USE OR OWNERSHIP.  During the term of this Agreement,
          Customer  shall not  publicize  to the public that  Customer  owns the
          Title Plant or has any  interest in the Title Plant 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 its Title Plant.
<PAGE>
          Security  Union may,  however,  publicize  to  whatever  extent it may
          desire, its ownership of the Title Plant.

14.  DISASTER OR OTHER INTERRUPTION OF SERVICE
     (a)  FORCE  MAJEURE.  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
          extensive  destruction;  so  that  it is  impossible  or  unreasonably
          difficult for that party to perform,  then its failure to perform when
          performance is due will be deemed  excused.  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.

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

     (c)  SECURITY COPY.  Security Union further  covenants and agrees that will
          at all times maintain a security copy of that portion of the Data Base
          which is contained in Security Union's  computer system.  The security
          copy  shall be in the form of  magnetic  tape,  stored  away  from the
          location
<PAGE>
          of Security Union's  computer center.  The magnetic tape security copy
          shall be updated monthly.

15.  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 damage or  destruction  to the  computer  system  installed on the
     premises of  Security  Union or any part of that  computer  system from any
     cause  whatsoever.  Security  Union shall not be required to reinstitute or
     reconstruct the then existing computer system if it is damaged or destroyed
     from any cause whatsoever. Security Union does, however, covenant and agree
     that it will  use its best  efforts  to  devise  and  implement  reasonably
     adequate security measures to prevent damage or destruction of the computer
     system  and  interruptions  of  the  use  of the  computer  system,  all in
     accordance with reasonable prudent business practice.

16.  OTHER PLANT CONTRACTS
     Security Union shall have the right, during the term of this Agreement,  to
     enter into other  contracts  with any title insurer or  underwritten  title
     company, or any other person, firm or corporation, covering its title plant
     facilities or any portion of those facilities,  including,  but not limited
     to, title plant leases or title plant service agreements.

17.  SYSTEMS CHANGES
     It is  anticipated  that Security  Union may,  during the existence of this
     Agreement,  but without obligation to do so, make certain systems additions
     or  changes  in the title  plant or in the  method of  input,  storage  and
     retrieval,  it is agreed by  Customer  that  Security  Union shall have the
     right to make such  changes  or  additions  so long as the use of the Title
     Plant by Customer is comparable to the use by others.

18.  CHANGE OF LOCATION
     Three  (3)  months  after  serving  upon  Customer  written  notice  of its
     intention to move the Title Plant,  Security  Union shall have the right to
     move the physical location of
<PAGE>
     its  Title  Plant,  and the  space  and the  access  furnished  under  this
     Agreement from the present  location to any other location.  Security Union
     may move its  computerized  records for the Title  Plant,  any  appurtenant
     equipment and software to any location at any time without notice

19.  NONLIABILITY FOR INJURY OR DAMAGE AND INDEMNIFICATION
     (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 the premises where the Title
          Plant is located.

     (b)  INJURY OR 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 any
          repairs,  alterations,  injury or accidents in or to the premises,  to
          adjacent premises or other parts of the building, whether by reason of
          the  negligence or fault of Security  Union,  another  Customer or any
          other person;  nor liable for any injury of damage  occasioned by gas,
          smoke,  rain, snow, wind, ice, hail,  water,  lightning,  earthquakes,
          war, civil disorder, strike, defective electric 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.
          All personal  property stored in the premises 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.

     (c)  INDEMNIFICATION.  Customer  accepts the premises and agrees to defend,
          indemnify  and hold Security  Union  harmless from any and all claims,
          damages, liabilities, losses or actions, including costs, expenses and
          attorneys' fees, arising out of actions or claims by employees, guests
          or invitees  of  Customer,  by reason of death,  injuries to person or
          damage
<PAGE>
          to property  arising out of or relating to use of the  premises or use
          of any office equipment  located on the premises where the Title Plant
          is located.

20.  INSURANCE
     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  State  requirements  (or  approval  by the  State  of
          California to be permissibly  self-insured)  and Employers'  Liability
          coverage  with  minimum  limits  of  One  Hundred   Thousand   Dollars
          ($100,000.00)  for all persons employed by Customer who may come on to
          or occupy the premises and  Customer  will 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. This policy will provide
          at least the following coverages and limits:

          i.   The policy will name Security Union as an Additional Insured.

          ii.  The policy will 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.


          iii. 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.

          iv.  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.
<PAGE>
          v.   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 indemnitee.

          vi.  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" brought by employees of an insured.

     (c)  PROPERTY DAMAGE INSURANCE. Customer will obtain and maintain
          during the entire  term  All-Risk  Property  Damage  coverage  for its
          personal   property,   trade  fixtures,   any  interior   improvements
          constructed  within the premises and any  alterations  to the premises
          made by Customer pursuant to this Agreement, all on a replacement cost
          basis.  Customer will have its carrier waive any right of  subrogation
          on behalf of Security Union.

     (d)  OTHER INSURANCE MATTERS.
          i.   All insurance  required of Customer  under this Agreement will be
               primary  coverage  and will 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 by Customer to Security  Union must specify that thirty
               (30) days written notice of cancellation  or non-renewal  will be
               provided to Security Union.
<PAGE>
          ii.  The insurance policies must insure performance by the Customer of
               the indemnity  provisions of this Agreement related to the use of
               the premises.

          iii. If Customer fails to obtain any of the insurance required in this
               Agreement,  Security  Union may obtain the insurance on behalf of
               Customer and the cost of obtaining the insurance  must be paid by
               Customer as additional  charges with the first payment of charges
               which are due subsequent to Security Union incurring any costs.

21.  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 the  Issuing  Agency  Agreement  entered  into  between  the
     parties.

22.  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)  NONEXCLUSIVE  REMEDIES. Any right of termination is in addition to any
          other remedy provided by law or equity.

     (c)  NONWAIVER.  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
<PAGE>
          this Agreement for a breach will never 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.

23.  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  and in
     accordance  with the laws of the State of California.  The headings of each
     numbered  paragraph are to assist in reference  only and are not to be used
     in the interpretation of the paragraphs.

24.  ARBITRATION
     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.  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  set forth in the Federal
     Rules of Civil  Procedure,  and shall  exchange a list of witnesses  and 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.

25.  GOVERNING LAW
     This  Agreement  is  to be  construed  under  the  laws  of  the  State  of
     California.
<PAGE>
26.  SAVINGS CLAUSE
     In 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  will not be affected and shall be valid and  enforceable  to
     the fullest extent permitted by law.

27.  ASSIGNMENT OR TRANSFER
     (a)  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, or by merger,  Security  Union shall have the
          right to terminate this Agreement if the result is not satisfactory to
          Security Union.

     (b)  NONASSIGNABLE. 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.

     (c)  BANKRUPTCY  OF CUSTOMER.  Notwithstanding  the  definite  term of this
          Agreement,  it will 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 creditors by Customer of its assets is made.

     (d)  SALE OF CUSTOMER'S  ASSETS. If Customer sells all or substantially all
          of its assets,  then  Security  Union,  at its option,  shall have the
          right to terminate this Agreement.

     (e)  ASSIGNMENT  BY SECURITY  UNION.  Security  Union shall have the right,
          without Customer's  consent, to assign this Agreement to a corporation
          with which it may merge or consolidate, to any parent or subsidiary of
          Security Union or
<PAGE>
          subsidiary  of  Security   Union's  parent,   or  to  a  purchaser  or
          substantially all of Security Union's assets.

28.  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 each of the  parties,  or  mailed to the  office  of each  party by
          Registered or Certified United States Mail when addressed as follows:

          To Security               SECURITY UNION TITLE INSURANCE COMPANY
          Union:                    1007 East Cooley Drive
                                    Colton, California 92324
                                    Attention: Vice President,
                                    Plant and Title Support Operations

                                 -and -

                                    SECURITY UNION TITLE INSURANCE COMPANY
                                    245 South Los Robles Avenue, Ste. 105
                                    Pasadena, California 91109
                                    Attention: Division Counsel

            To Customer:            CAPITAL TITLE GROUP, INC.
                                    14555 N. Scottsdale Road
                                    Suite 320
                                    Scottsdale, Arizona 85254
                                    Attention: Chief Executive Officer

     (b)  CHANGE OF ADDRESS.  Either party may, by written  notice to the other,
          change the address to which notices are to be sent.

29.  COMPLIANCE WITH LAWS AND REGULATIONS
     Customer  agrees  to  use  information  received  from  Security  Union  in
     compliance  with all  applicable  State and Federal  laws and  regulations,
     including the Federal Credit Reporting Act (U.S.C.A.  Title 15, Chapter 41,
     Subchapter III).
<PAGE>
30.  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.

31.  PROPRIETARY INFORMATION
     Customer  agrees that all Security  Union supplied  information,  software,
     manuals and documentation  provided as part of this service are proprietary
     and confidential  information of Security Union or its suppliers.  Customer
     will permit only its employees or authorized representatives to have access
     to such  material.  Customer  further  agrees  to not make  copies  of such
     manuals,  documentation or Agreements,  Attachments and Exhibits.  Customer
     will return all Security Union  property upon  termination or expiration of
     this Agreement.

32.  SUPPLIER ARRANGEMENTS.
     Certain of the  material  and  information  provided or made  available  to
     Customer  under this  Agreement  is obtained  by Security  Union from third
     party  suppliers.  In the event that any such supplier 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  supplier  materially  and
     adversely  modifies the  conditions or cost to Security  Union of obtaining
     such material or information,  then Security Union, at its option,  may (1)
     use  reasonable   efforts  to  seek   alternative   sources  of  supply  on
     commercially  reasonable  term; or (2) suspend or terminate its obligations
     to Customer under this Agreement either with respect to the portion of such
     Agreement  which  relates  thereto or with respect to the entire  Agreement
     upon sixty  (60) days  written  notice;  or (3)  notwithstanding  any other
     provision of this Agreement to the contrary,  increase the applicable  fees
     or charges upon thirty (30) days written notice;  or (4) any combination of
     the  foregoing.  Security  Union will incur no liability  to Customer  with
     respect to any action or omission under this Paragraph.
<PAGE>
33.  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
     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 to constitute a continuing waiver. No waiver shall be binding unless
     executed by the party making the waiver.

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

     The parties have executed this  Agreement  effective as of the date written
at Paragraph 2 of this Agreement.


SECURITY UNION TITLE INSURANCE                     CAPITAL TITLE GROUP, INC.
COMPANY ("Security Union")                         ("Customer")


By: /s/ Kevin J. Beach                             By: /s/ Donald R. Head
  --------------------------                          --------------------------
Print Name: Kevin J. Beach                         Print Name: Donald R. Head
           -----------------                                  ------------------

Title: Vice President                              Title: CEO
      ----------------------                             -----------------------
Date: 5-12-98                                      Date: 4-29-98
      ----------------------                             -----------------------
<PAGE>
                                  APPENDIX "A"
                                SCHEDULE OF FEES

1.       INITIAL BACK PLANT CHARGE.
         The initial charge to Customer for access to the Back Title Plant shall
         be Ten Thousand Dollars ($10,000.00).
2.       MONTHLY BASE CHARGE.
         The monthly charge to Customer for access to the Title Plant shall be a
         base fee of Eight  Thousand  Dollars  ($8,000.00)  each month,  for the
         County.  This base fee shall allow three  hundred  title orders for the
         month.  This base fee shall be due and payable  whether or not Customer
         finds it necessary to access the Title Plant.
3.       FEE FOR TITLE ORDERS EXCEEDING BASE AMOUNT.
         Security  Union shall bill and  Customer  shall pay Twelve  Dollars and
         Fifty Cents  ($12.50) for each title order in excess of three hundred a
         month.
4.       ADDITIONAL FEES.
         An  additional  fee of  $.10  shall  be made  each  month  for  each of
         Customer's open order items remaining open in the system over 180 days.
5.       IMAGE CHARGES.
         Customer  shall pay  Security  Union  each month for  Customer's  image
         access in the prior month according to the following:

                                    Type of Image    Charge
                                    -------------    ------
                                    Document         $ .42 per Document
                                    Map              $ .25 per Map page
                                    Starter          $1.25 per Starter

6.       NETWORK ACCESS.
         Security  Union  shall  bill and  Customer  shall pay a Network  Access
         charge of Four Hundred Dollars ($400.00) each month, per site.

                                   Page 1 of 2
<PAGE>
                                  APPENDIX "A"

7.       ANNUAL INCREASE.
         The additional fees charge as stated above, shall be increased annually
         on  July 1  (first  adjustment  year  1999)  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 charges  shown above do not include the necessary  equipment,  data
         line  and/or  communications  equipment  necessary  to access the title
         plant.  These  monthly  charges  shall  be  determined  at the  time of
         installation and invoiced separately.


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