ISSUING UNDERWRITING AGREEMENT

This Issuing Underwriting Agreement  ("Agreement") is made and entered into this
1st day of April,  1998 by and between CHICAGO TITLE INSURANCE COMPANY hereafter
referred to as "Principal"  and CAPITAL TITLE AGENCY,  hereafter  referred to as
"Title Company".

In  consideration  of the promises and the mutual covenants herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Principal and Title Company agree as follows:

1.   APPOINTMENT OF TITLE COMPANY.  Principal hereby appoints Title Company as a
     policy  issuing  Title Company of Principal for the sole purpose of issuing
     title  insurance  commitments,   policies,  endorsements  and  other  title
     assurances approved by Principal and by all required  regulatory  agencies,
     now in existence or hereafter developed,  relating to real property located
     in the county of San Diego,  in the state of California in accordance  with
     the  terms of this  Agreement.  During  the term of this  Agreement,  Title
     Company shall have the right to issue title insurance commitments, policies
     and  endorsements  of  any  title  insurance   company  in  the  referenced
     geographic area.

     Notwithstanding  the  foregoing,  pertaining to the  referenced  geographic
     area,  Principal and its affiliates shall have, and do retain, the right to
     service directly any customer, and Principal or its affiliates may, without
     limitation, do any of the following:

     (i)  issue  directly,  from  any of  its  offices,  or  from  any  location
          nationwide,  commitments,  policies,  endorsements, or any other title
          assurance or evidence,  search or real estate information  product, or
          any other product whatsoever,  now in existence or hereafter developed
          (all  of the  foregoing  are  hereafter  collectively  referred  to as
          "Information");

     (ii) purchase  or  otherwise  obtain  from any source  any  search  data or
          Information.

2.   AGREEMENT  TERM.  The term of this  Agreement  shall be  three  (3)  years,
     commencing on 4/1/98. Unless either party gives written notice to the other
     of its election to terminate  this Agreement at least sixty (60) days prior
     to the  expiration  of the  then  current  term,  this  Agreement  shall be
     automatically extended for additional terms of three (3) years each.

3.   DUTIES OF PRINCIPAL. Principal shall:

     A.   Furnish Title Company forms of commitments, policies, endorsements and
          other forms required for  transacting  Title Company's title insurance
          business.

     B.   Furnish Title Company  guidelines  and  instructions  for  transacting
          Title Company's title insurance business.

     C.   Determine all risk assumption questions submitted by Title Company.

     D.   Arrange for reinsurance where required, to the extent such reinsurance
          is available.
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4.   DUTIES OF TITLE COMPANY. Title Company shall:

     A.   Receive  and process  applications  for title  insurance  in a timely,
          prudent  and  ethical  manner  with due  regard  to  recognized  title
          insurance  underwriting  practices and in accordance with  Principal's
          bulletins, manuals and other instructions of Principal.

     B.   Base each policy issued on behalf of Principal upon a determination of
          insurability of title which includes

          (i)  a search  from  earliest  public  records or in  accordance  with
               Principal's written instructions;  and (ii) an examination of all
               documents affecting title to the subject property.

     C.   Supply,  at  Title  Company's  expense,  office  space  and  qualified
          personnel for conducting business.

     D.   Prepare,  preserve  and  maintain  in  Title  Company's  possession  a
          separate file for each application for title insurance  containing all
          documents upon which Title Company relied to make its determination of
          insurability,  including, but not limited to: affidavits, maps, plats,
          lien waivers, surveys, title reports, searches, examinations, and work
          sheets, together with a copy of each commitment,  policy,  endorsement
          and  other  title  assurance  issued  as well as  closing  statements,
          disbursement worksheets, copies of all checks disbursed and receipted,
          deposit  slips,   escrow  agreements  and  any  other  instruments  or
          documents executed or created at Closing.

          Upon  termination of this Agreement,  Title Company shall deliver such
          files to  Principal,  which  files may not be copied by Title  Company
          without the written consent of Principal.  Title Company hereby grants
          to Principal  the right to enter upon the premises of Title Company or
          other  locations  where such  files are  maintained,  during  business
          hours, for purposes of recovering possession thereof.

          In the event  Title  Company  ceases to engage in the title  insurance
          business,  title to such  files  shall  vest in  Principal,  and Title
          Company  shall  deliver  said  files  to  Principal  immediately  upon
          termination of this Contact.  Title Company hereby grants to Principal
          the  right  to enter  upon the  premises  of  Title  Company  or other
          locations where such said files are maintained, during business hours,
          for purposes of recovering possession thereof.

          In the event  Title  Company  sells,  transfer  or  conveys  its title
          insurance  operations  or  any  interest  therein  to a  third  party,
          Principal  shall have the right to copy such  files,  and the right to
          copy  shall  survive  any  sale,  transfer  or  encumbrance  of  Title
          Company's title  insurance  operations or an interest  therein.  Title
          Company  hereby  grants  to  Principal  the  right to  enter  upon the
          premises of Title  Company or other  locations  where said title files
          are  maintained,  during  business  hours,  for  purposes  of making a
          reproduction thereof.

     E.   Send to  Principal a voucher  containing  information  regarding  each
          policy, endorsement and other title assurance issued by Title Company,
          as instructed by Principal. Or send to Principal information regarding
          each policy,  endorsement  and other title  assurance  issued by Title
          Company, in magnetic or electronic format, as instructed by Principal.
<PAGE>
     F.   Maintain a policy register in a form approved by Principal showing the
          disposition of all policies and other  pre-numbered forms furnished by
          Principal.  Upon request by  Principal,  Title Company shall furnish a
          statement  accounting for all such forms and shall return all spoiled,
          obsolete or canceled  policies and forms to  Principal.  Title Company
          shall safely  maintain and store all forms  furnished by Principal and
          hereby assumes  liability for loss or damage  suffered by Principal by
          reason of Title Company's wrongful or negligent use or storage of such
          forms.

     G.   Provide Principal quarterly,  copies of quarterly financial statements
          of the  Title  Company  and an  updated  Information  Affidavit,  such
          financial statements to be kept confidential by Principal.

     H.   Perform such  services  and render such  assistance  as Principal  may
          reasonably  request in connection with any claim or litigation arising
          from a commitment, policy, endorsement or other title assurance issued
          by Title  Company  or by  Principal  on behalf of Title  Company or on
          account  of any  conduct  of  Title  Company,  whether  such  claim or
          litigation  is  instituted  during  the  term  of  this  Agreement  or
          following  termination  thereof.  In  addition,  Title  Company  shall
          promptly forward to Principal:

          (i)  all documents  received by Title Company in which  Principal is a
               party to judicial proceedings;
          (ii) all written  complaints or inquiries made to any regulatory Title
               Company   regarding   transactions   involving   title  insurance
               policies, endorsements,  commitments or other title assurances of
               Principal;
          (iii)any information alleging a claim involving a policy,  commitment,
               endorsement   or  other  title   assurance   of  Principal  or  a
               transaction for which Principal may be liable; and
          (iv) all original  documentation  and work papers  associated with the
               transaction or conduct giving rise to any claim or complaint.

          I.   In  those  instances  where  Title  Company  closes  real  estate
               transactions  and receives and disburses  funds of others,  Title
               Company shall:

               (i)  maintain  said funds safely in accounts  fully insured by an
                    agency of the  Federal  Government  and in  accordance  with
                    applicable state laws;

               (ii) maintain separate from Title Company's personal or operating
                    accounts all funds received by Title Company from any source
                    in connection with transaction(s) in which Principal's title
                    insurance is involved;

               (iii)disburse  such  funds only for the  purposes  for which they
                    were entrusted;

               (iv) maintain  an escrow  ledger for each title  insurance  order
                    involving  fiduciary  funds,  which ledger shall  separately
                    reflect the escrow activity for each order;

               (v)  maintain a control account showing total fiduciary liability
                    for each escrow bank account; and

               (vi) reconcile  monthly the control account and ledger records to
                    the monthly bank statement.

<PAGE>
                    Principal shall have the right to examine, audit and approve
                    Title Company's  accounting  procedures to assure compliance
                    with Principal's  Escrow Accounting  Manual, a copy of which
                    is being delivered to Title Company  simultaneously with the
                    execution of this Agreement.

     J.   Comply  with all  applicable  laws  and  regulations  relating  to the
          conduct of Title Company's business. Said violation,  may, by the sole
          discretion of Principal, be considered a breach of this Agreement.

     K.   Comply with all bulletins, manuals and other instructions furnished to
          Title   Company  in  writing,   by  facsimile   or  other   electronic
          transmission by Principal.  If any reasonable doubt exists with regard
          to the  insurability  or  marketability  of title or as to  whether  a
          particular risk is  extra-ordinary or  extra-hazardous,  Title Company
          shall contact Principal or Principal's designated underwriting counsel
          for guidance and approval.

     L.   The  parties  hereto  acknowledge  that  Title  Company is not a Title
          Company of Principal for purposes of conducting a Closing,  as defined
          in Paragraph 7H hereof;  however,  because Principal may be subject to
          allegations  of  liability  for acts of Title  Company  with regard to
          Title  Company's  settlement or escrow  business,  Title Company shall
          cooperate  with  Principal  in the  performance  of  audits  of  Title
          Company's escrow records,  accounts and procedures. In addition, Title
          Company  agrees to  provide  to  Principal,  within  thirty  (30) days
          following  receipt,  a copy of any audit  conducted by any  accounting
          firm with  respect to Title  Company's  escrow  records,  accounts  or
          procedures.

     M.   Timely  furnish the insured  with a title  insurance  policy and other
          title assurances Title Company is obligated to issue.

     N.   Maintain in confidence the terms and conditions of this Agreement.

5.   RATES AND REMITTANCES. Attached hereto and made a part hereof is a Schedule
     of Rates and Remittances. Title Company shall quote, charge and collect the
     Rates set forth therein and shall report and remit to Principal premiums as
     set forth therein.

6.   INSURANCE.  Title Company shall immediately  obtain and keep in full force,
     at Title Company's expense, during the term of this Agreement

     (i)  Title  Insurance,  Errors and  Omissions  Policy with opinion of title
          coverage,  with an insurance company  acceptable to Principal in a sum
          of not less than $1,000,000 . (ii) Fidelity  Insurance.  Title Company
          is responsible to meet the requirement of the California Department of
          Insurance Section Code 12340.8. Title Company accepts option below:

          a.)  Title  Company  shall  obtain and  maintain  a  fidelity  bond or
               insurance  policy,  satisfactory  to Principal in accordance with
               and agreeing to the option provided for in Section 12389.6 (1) of
               the Insurance Code of the State of California  that covers losses
               caused by misappropriation,  disappearance, or other wrongful use
               of escrow funds deposited with Title Company.  The face amount of
               the fidelity bond or insurance  policy shall be at least 10 times

<PAGE>
               the Title Company's  required minimum net worth under subdivision
               (a) of Section  12389 of the Code.  The bond or insurance  policy
               shall name  Principal as an additional  insured,  co-insured,  or
               joint-loss  payee.  The bond or insurance  policy may not exclude
               coverage due to act omissions of any officer, director, employee,
               or principal of Title Company.  In the event of  cancellation  or
               nonrenewal of the bond or insurance  policy,  Principal  shall be
               given advance  written  notice by the  underwriter of the bond or
               insurance  policy.  Title Company shall submit a copy of the bond
               or the  insurance  policy  to  Principal  within  14  days of the
               effective date of the Agreement.

               Accept: _____________________________  Date: ____________________

               b)   Title Company agrees to adopt as internal  operating  policy
                    account review processes and oversight, and internal control
                    guidelines,  in electronic  or other medium,  drafted by the
                    California Land Title Association's Account Review Processes
                    and Oversight and Internal Control Guidelines,  the American
                    Land Title  Association  Insurance  Companies,  Agencies and
                    Approved Attorneys,  and Employee  Affidavit,  as defined in
                    Section 12340.8, and approved by the commissioner. The Title
                    Company  further  agrees  to  pay  an  annual  audit  fee of
                    $4,000.00  due  December  31 of each year this  underwriting
                    agreement is in effect.

               Accept: _____________________________  Date: ____________________

                    Title Company agrees to furnish  Principal  annually  with a
                    copy of such policies and any renewals thereof and any other
                    evidence that  Principal may deem  necessary to  demonstrate
                    compliance with this provision. Title Company hereby assigns
                    to Principal, Principal's legal representatives and assigns,
                    all sums claims,  demands and causes of action of whatsoever
                    kind,  that Title Company may have against  Title  Company's
                    Errors and  Omissions  insurance  company and against  Title
                    Company's Fidelity insurance company, in connection with all
                    claims  arising  out of the  actions of Title  Company,  its
                    employees, independent contractors, and subcontractors which
                    fall within the scope of Paragraph 6 hereof.

7.   LIMITATIONS ON TITLE COMPANY'S AUTHORITY.  Title Company shall not, without
     prior written approval of Principal:

     A.   Commit  Principal  to a risk in excess of  $1,000,000.00.  This  limit
          shall  include  commitment,  policy,  endorsement  and/or  other title
          assurance immediately being issued.

     B.   Commit  Principal  to  insure a title  involving  a risk in  excess of
          $500,000.00   determined  to  be  extra-ordinary  or  extra-hazardous,
          including Mechanics Liens.

     C.   Alter the printed language of any commitment,  policy,  endorsement or
          other  form  furnished  by  Principal,  or  commit  Principal  to  any
          particular  interpretation of the terms or provisions thereof or issue
          any policy,  endorsement or other title  assurance  which has not been
          approved  for use by all  required  state  regulatory  agencies and by
          Principal.
<PAGE>
     D.   Adjust or otherwise settle or attempt to settle any claim for loss for
          which  Principal  may become  liable or engage  counsel  to  represent
          Principal or the insured.

     E.   Accept   service  of  process  on   Principal.   Title  Company  shall
          immediately  notify Principal of any attempted service of process upon
          Title Company for  Principal.  Title  Company  shall also  immediately
          notify  Principal of any matter that is or may become a claim  against
          Principal of which Title Company has knowledge.

     F.   Incur bills or debts chargeable to Principal.

     G.   Commit  Principal  to a risk with  respect to a  transaction  in which
          Title  Company,  or an  employee of Title  Company,  a member of Title
          Company's or employee's  immediate family, has or will have a legal or
          an equitable interest, without Principals written approval.

     H.   Handle escrow funds or conduct a Closing,  as hereafter defined,  of a
          transaction  in  which  Title  Company,  a member  of Title  Company's
          immediate  family,  Title  Company's  employee,  or a member  of Title
          Company's  employee's  immediate family has or will have a legal or an
          equitable  interest,  without  Principals  written approval.  The term
          "Closing"  as used in this  Agreement  shall mean:  the  handling  and
          disbursement  of  settlement  funds  or the  providing  of  settlement
          services.

     I.   Insure or commit to insure any  property  for an amount other than the
          fair  market  value of the  estate or  interest  to be  insured or the
          amount of the  mortgage  or  portion  thereof  and other  indebtedness
          secured thereby to be insured.

     J.   Neither  Title  Company nor any  Affiliated  Attorney of Title Company
          will represent any insured as against the interests of Principal.  The
          term "Affiliated  Attorney" as used herein shall mean any attorney who
          is an employee,  associate,  member,  shareholder, or partner of Title
          Company or any law firm that owns any legal or beneficial  interest in
          Title Company.

     K.   State  or  imply  in  advertising,   business  promotion  material  or
          otherwise,  the existence of any  relationship or affiliation  between
          Principal  and Title  Company  other  than that  Title  Company  is an
          underwritten Title Company authorized to issue policies of Principal.

8.   LIABILITY  OF  TITLE   COMPANY.   Principal  and  Title  Company  shall  be
     responsible for and promptly pay losses as follows:

     A.   Principal  shall be responsible  for all losses,  including  costs and
          attorneys'  fees  caused by claims  arising out of  assurances  of the
          Principal  issued by Title  Company  except  for losses  described  in
          paragraph 8.B. which is the responsibility of the Title Company;

     B.   Title  Company  shall be  responsible  for all loss,  cost or  damage,
          including attorneys' fees caused by:

          i.   Deliberate  failure of Title  Company to comply with the terms of
               this  Agreement or with the rules,  regulations  or  instructions
               given to Title  Company by  Principal.
          ii.  The escrow or closing operations of Title Company.
          iii. Fraud,  dishonesty  or  defalcation  of  an  employee,   officer,
               director  or Title  Company  of  Title  Company.
          iv.  Any act or failure to act of an employee,  officer or attorney of
               Title  Company  which  results in Principal  being liable for bad
               faith, unfair claim practices or punitive damages.
<PAGE>
     C.   Title Company shall be liable to Principal for the first five thousand
          dollars  ($5,000.00)  on each claim for  losses,  costs,  or  damages,
          including attorneys' fees, caused by:

          i.   Errors or omissions in Title  Company's  abstracting or examining
               of title or failure of any title assurance to accurately  reflect
               the correct description of real property involved or record title
               thereto.
          ii.  Errors or omissions which are disclosed by the  application,  the
               examiner's  report or which were known to Title Company or in the
               exercise  of due  diligence  should  have  been  known  to  Title
               Company.
          iii. Issuance  of a  policy  where  the  chain of  title  included  an
               uninsured,   unescrowed,  or  gift  deed  which  is  subsequently
               asserted to be a forgery unless submitted and approved in writing
               by Principal.

         Any violation of the terms  contained above will be considered a breach
of this Agreement.

9.   TERMINATION  OF ISSUING  AGREEMENT.  Notwithstanding  anything the contrary
     herein,  this  Agreement  may be  terminated  in the  event  any one of the
     following events of default should occur:

     A.   Title Company fails to report policies or remit premiums in accordance
          with the provisions  hereof said default  continues for the applicable
          cure period;

     B.   Title Company materially deviates from the guidelines, instructions or
          escrow accounting standards of Principal furnished to Title Company;

     C.   Either  party  hereto  fails  to  perform  any of the  other  material
          provisions,  covenants or conditions of this  Agreement on its part to
          be performed; D. A petition under the United States Bankruptcy Code is
          filed by or against either party hereto;

     E.   A  supervisor,  conservator  or receiver is appointed for either party
          hereto or for substantially all of the assets of said party;

     F.   Title  Company  ceases to engage in the abstract  and title  insurance
          Title  Company  business or Title  Company's  license to engage in the
          abstract and title insurance business is revoked or suspended;

     G.   There is a change in the senior management of Title Company, and Title
          Company fails to secure prior written approval of Principal;

     H.   There  is a change  of more  than 10% of the  ownership  of the  Title
          Company,  and Title Company fails to secure prior written  approval of
          Principal;

     I.   The loss ratio during any calendar  year, as herein  defined,  arising
          from  policies  issued by Title  Company,  equals or  exceeds  seventy
          percent (70%);

     J.   Title Company  defaults in any of the terms of that certain  Agreement
          between Title Company and Principal dated 4/1/98;
<PAGE>
          Upon the occurrence of an event of default,  the non-defaulting  party
          may terminate this Agreement,  upon the expiration of thirty (30) days
          from the date of written notice of default to the defaulting party and
          the defaulting party's failure to cure. Notwithstanding the foregoing,
          upon the  occurrence  of an event of default as described in Paragraph
          9D or 9E, this Agreement shall automatically terminate without notice;
          upon the  occurrence  of an event of default as described in Paragraph
          9B,  9F  or  11,  this   Agreement  may  be  terminated  by  Principal
          immediately upon delivery of written notice to Title Company.

          Upon expiration or termination of this Agreement,  Title Company shall
          immediately   furnish  to  Principal  a  true,  correct  and  complete
          accounting of all  remittances  due  hereunder,  all orders  involving
          Principal's  title  assurances  which  have  not  closed,  all  orders
          involving Principal's title assurances which have closed but for which
          no policy has been issued and all commitments,  policies, endorsements
          and other title assurances of Principal which have been issued but not
          reported to  Principal.  Title  Company  shall also provide  Principal
          access to all forms and all files  relating to  commitments,  policies
          and other title assurances of Principal.  Title Company shall promptly
          make and  accounting  of and  deliver to  Principal  all unused  title
          insurance forms, manuals,  advertising,  promotional materials,  other
          supplies exhibiting  Principal's name or any variation thereof and all
          other supplies  furnished by Principal to Title Company,  except those
          which  Principal  authorizes  Title  Company to retain for purposes of
          completing pending transactions.

10.  EXAMINATION OF RECORDS. Title Company agrees to provide to Principal access
     for  examination  purposes  at any  reasonable  time or times to all files,
     books and  accounts  and other  records of Title  Company  relating  to the
     business  carried on hereunder and relating to the Closing of  transactions
     involving a commitment to issue Principal's title assurances. Such right of
     examination may also be exercised after termination of this Agreement.

11.  SHORTAGE OF FUNDS.  In the event a shortage is  revealed or  discovered  in
     Title  Company's  accounts of funds entrusted to Title Company by others or
     in the  remittances  due Principal  hereunder,  then  Principal may declare
     immediately due and payable any debts owed by Title Company,  including any
     funds for which  Principal may be responsible or have a liability  therefor
     and Title  Company  grants to  Principal  a lien on all  property  of Title
     Company as security  for the  repayment  thereof.  On demand by  Principal,
     Title  Company  shall  immediately  make good the  shortage  or convey  and
     deliver  possession  of such  property to  Principal.  A conveyance of such
     property shall not of itself relieve Title Company of further liability for
     such  shortage,  but may be  utilized to mitigate  the  liability  of Title
     Company therefor.

12.  ADVERTISING.  Title  Company  agrees  that it will not use the trade  name,
     trade mark or any variation thereof of Principal or any of its subsidiaries
     or affiliated  entities on any of its advertising without the prior written
     approval of Principal.

13.  CLAIMS.  If a  policy  claim  is made to Title  Company,  if Title  Company
     receives notice of a potential  claim, or if Title Company  receives notice
     of  litigation   which  may  result  in  a  claim,   Title  Company  shall,
     immediately,  by facsimile  transmission  or overnight mail, give notice of
     same to Principal and shall lend all reasonable assistance,  without charge
     to Principal,  in investigating,  adjusting or contesting said claim. Title

<PAGE>
     Company is not  authorized  to act as or to provide  counsel in  connection
     with said claim; however,  Principal may seek Title Company's assistance in
     the selection of counsel.

14.  NOTICES. Except as otherwise specifically set forth in this Agreement,  all
     notices,  requests,  demands and other communications hereunder shall be in
     writing and shall be deemed to have been duly given when  delivered by hand
     or when mailed first class postage  prepaid,  certified or registered mail,
     return receipt requested:

     If to Principal, to:        Chicago Title Insurance Company
                                 3750 Convoy, Suite 118
                                 San Diego, California 92111

     If to Title Company, to:    Capital Title Agency
                                 4808 North 22nd Street
                                 Phoenix, Arizona 85016

or to such other address or addresses as each of the parties may  communicate in
writing to the other.

15.  NON-WAIVER BY PRINCIPAL.  The failure of Principal to enforce  strictly the
     performance  by Title  Company of any  provision  of this  Agreement  or to
     exercise any right or remedy  following from Title Company's  breach of any
     condition herein or the acceptance by Principal of any payment,  remittance
     or other  performance  during Title Company's  failure to perform or during
     Title  Company's  breach  shall not be deemed a waiver by  Principal of its
     rights under this  Agreement as written and shall not be construed to be an
     amendment or modification of this Agreement as written.

16.  ENTIRE AGREEMENT;  PRIOR  AGREEMENTS.  This Agreement sets forth the entire
     understanding  and agreement between the parties hereto with respect to the
     subject  matter hereof.  No terms,  conditions,  or warranties,  other than
     those contained herein, and no amendments or modifications  hereto shall be
     valid  unless  made in  writing  and  signed by the  parties  hereto.  This
     Agreement  supersedes all prior understandings of any kind, whether written
     or oral, with respect to the Agreement and the subject matter hereof.

17.  ASSIGNMENT;  BINDING  EFFECT.  This  Agreement is not  assignable  by Title
     Company  except upon  written  consent of  Principal.  This  Agreement  is,
     however,  binding on and inures to the benefit of any corporate  successor,
     parent corporation,  affiliate or wholly owned subsidiary of Principal. The
     duties and  obligations  of Title  Company and any  signatory  or guarantor
     hereunder shall survive any merger, consolidation, dissolution or change in
     ownership or structure of Title Company.

18.  INVALID  PROVISIONS.  If any  provision  of  this  Agreement  or the  other
     documents   contemplated  hereby  is  held  to  be  illegal,   invalid,  or
     unenforceable  under present or future laws, such provisions shall be fully
     severable;  the appropriate documents shall be construed and enforced as if
     such illegal, invalid or unenforceable provision had never comprised a part
     hereof or thereto;  and the  remaining  provisions  hereof or thereof shall
     remain in full force and effect and shall not be affected  by the  illegal,
     invalid, or unenforceable provision.  There shall be added automatically as
     a part hereof or thereto a provision  as similar in terms to such  illegal,
     invalid or  unenforceable  provision as may be possible and still be legal,
     valid and binding.
<PAGE>
19.  GOVERNING  LAW.  This  Agreement  shall be  governed  by and  construed  in
     accordance with the laws of the State of California.

20.  ATTORNEY'S FEES.  COSTS.  VENUE. If a legal action or other proceedings are
     brought for the  enforcement of this  Agreement,  or because of any alleged
     dispute, breach, default or misrepresentation in connection with any of the
     provisions of this  Agreement,  the  prevailing  party shall be entitled to
     recover reasonable  attorneys' fees,  administrative  costs and other costs
     incurred in that action or  proceeding  in addition to any other  relief to
     which it may be entitled. in addition, in the event of a material breach by
     Title  Company,  Principal  shall be entitled to recover all costs and loss
     associated  with resolving the matter giving rise to said material  breach.
     Venue for any such proceeding shall be a location of Principal's choice.

21.  OTHER AGREEMENTS VOID. It is expressly understood and agreed by and between
     the  parties  hereto  that this  Agreement  sets  forth  all the  promises,
     agreements,  conditions  and  understandings  between  Principal  and Title
     Company  with  respect to this  Agreement  and the subject  matter  hereof.
     Pertaining to such Agreement, there are no promises, agreements, conditions
     or understandings,  either oral or written,  between them other than as are
     herein set forth.

22.  AGREEMENT.  The terms and conditions of this Agreement  shall apply only to
     Principal  named herein and shall not apply to any company now or hereafter
     affiliated  with  Principal or with  Principal's  parent  Chicago Title and
     Trust Company.
<PAGE>
IN WITNESS WHEREOF, this Agreement is executed this ____ day of ________, 199__.

CAPITAL TITLE AGENCY:


By:
     --------------------------------------------
Its:
     --------------------------------------------



CHICAGO TITLE INSURANCE COMPANY

By:
     --------------------------------------------
Its:
     --------------------------------------------


-------------------------------------------------
                                   , INDIVIDUALLY

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                                   , INDIVIDUALLY
<PAGE>
                         RATES AND REMITTANCES SCHEDULE

THIS  RATES AND  REMITTANCES  SCHEDULE  attached  to that  Issuing  Underwriting
Agreement  ("Agreement") dated  __________________  by and between Capital Title
Agency and Chicago Title Insurance Company.

1.   RATES. Title Company shall quote, charge and collect the rates set forth in
     the schedule  provided to Title Company for the  territory  covered by this
     Agreement.  Principal  reserves the right to revise said rates from time to
     time upon written notice to Title Company.

2.   TITLE COMPANY'S  COMPENSATION  AND PRINCIPAL'S  REMITTANCES.  Title Company
     shall  be  entitled  to  compensation  on all  premium-generating  polices,
     commitments,  endorsements  and other title  assurances which Title Company
     issues on behalf of Principal.  Title Company's  compensation  shall be the
     rates  and  charges  required  herein  to be  collected,  less the  amounts
     required herein to be remitted to Principal. Principal's compensation shall
     be the amount  herein  required  to be  remitted  by Title  Company.  Title
     Company shall assume full responsibility for the collection of all premiums
     due to Principal.  Title Company agrees that Principal's  share of premiums
     collected  shall be held in a separate  account in trust for the benefit of
     Principal.

     All  payments  of  Principal's  share of the  premium  shall be  mailed  or
     delivered to Principal at the following address:  P.O. BOX 95594,  CHICAGO,
     IL 60694 no later than sixty (60) days  following  the  Effective  Date, as
     hereinafter  defined,  of  the  policy,  commitment  or  endorsement.   The
     Effective  Date of the policy or  endorsement  shall be the policy date set
     forth in Schedule A of the title insurance policy.

     Where Principal  purchases  reinsurance or excess  coinsurance,  a decision
     which rests  solely  with  Principal,  the  division of the rates as herein
     provided shall be computed on the net amount  remaining after deducting the
     cost  thereof.  Title  Company  shall remit to  Principal  the cost of such
     reinsurance or coinsurance.

     For each  policy  and  endorsement  of  Principal  issued by Title  Company
     pursuant to this  Agreement,  Title Company agrees to report and remit nine
     percent  (9%) of the  premiums  collected  pursuant  to the Rate  Provision
     herein    beginning    _____________.     Commencing    ________    through
     _______________, Title Company shall pay Principal ten percent (10%) of the
     premiums collected pursuant to the Rate Provision herein.

     Notwithstanding  the  foregoing,  where  orders  for  title  insurance  are
     directed to Title  Company by Principal or by any company  affiliated  with
     Principal's  parent,  Chicago  Title and Trust  Company,  the amount of the
     premium to be reported  and remitted to Principal  shall be  negotiated  by
     Principal and Title Company.  Remittances to the Principal  shall include a
     referral fee of 30% of the negotiated premium in addition to the remittance
     agreed upon in this agreement by Principal and Title Company.
<PAGE>
This   Rates   and   Remittances   Schedule   is   executed   to  be   effective
_____________________.


CAPITAL TITLE AGENCY:


By:
     --------------------------------------------
Its:
     --------------------------------------------



CHICAGO TITLE INSURANCE COMPANY

By:
     --------------------------------------------
Its:
     --------------------------------------------


-------------------------------------------------
                                   , INDIVIDUALLY

-------------------------------------------------
                                   , INDIVIDUALLY