EXHIBIT 10.15

                     UNITED GENERAL TITLE INSURANCE COMPANY

                             ISSUING AGENT AGREEMENT

     This agreement,  ("Agreement") made this 21st day of January,  1998 between
UNITED GENERAL TITLE INSURANCE COMPANY,  a corporation  organized under the laws
of the State of  Louisiana,  having its main  office at 999 18th  Street,  Suite
3400, Denver, Colorado, 80202, hereinafter referred to as "Company", and CAPITAL
TITLE  AGENCY,  INC.,  operating  as a licensed  Underwritten  Title  Company in
ARIZONA, hereinafter referred to as "Issuing Agent".

     The parties hereto, in consideration of the mutual promises,  covenants and
agreements herein contained, do agree as follows:

1.   APPOINTMENT

     The  Company  hereby  appoints  Issuing  Agent  as  its  representative  to
originate  and  solicit  applications  for and to sign,  countersign  and  issue
commitments,  binders,  guarantees,  title  reports,  title  insurance  policies
endorsements  and other contracts  under which the Company assume  liability for
the  condition  of title to land  (hereafter  sometimes  referred  to as  "Title
Assurance")  with the rules,  regulations,  procedures and  instructions  of the
Company as set forth  herein,  and  subject to all  applicable  laws,  rules and
regulations of the Territory,  as hereinafter  defined,  whether now in force or
hereafter issued and promulgated. The appointment of the Issuing Agent herein is
on a mutually  non-exclusive  basis and is  subject  to rights of other  Issuing
agents of the  Company to conduct  business  and to the right of the  Company to
appoint other Issuing agents.

2.   TERRITORY

     The Issuing  Agent shall have the  authority to operate its title  business
under the terms and conditions of this  agreement in the following  geographical
area, hereinafter referred to as Territory, but not otherwise:

                      MARICOPA, MOHAVE AND YAVAPAI COUNTIES
--------------------------------------------------------------------------------

3.   ISSUING AGENT RIGHTS AND RESPONSIBILITIES

     a. During the term of this  agreement,  Issuing  Agent shall  maintain  and
operate a business  office  devoted to the conduct of a title  insurance  agency
business,  maintain  adequate  personnel to originate and service such business,
and actively remain engaged in the title insurance agency business.

     b. Issuing Agent shall receive and process applications for title insurance
in a prudent,  safe,  sound and ethical manner and in accordance with recognized
underwriting  principles  and  the  rules,  regulations  and  procedures  of the
Company,  and subject to all applicable laws, rules and regulations of the state
or states in which it  operates,  whether now in force or  hereafter  issued and
promulgated.

     c. Issuing Agent shall determine insurability of title based on one or more
of the following methods:

          i    An examination of mailers  disclosed in a search by Issuing Agent
               of all relevant public records.

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          ii.  An  examination  of an abstract of title which shows all relevant
               public  records  prepared and  certified  by Issuing  Agent or by
               another recognized professional abstractor whose work is accepted
               by prudent local title examiners and is approved by the Company.

          iii. An   examination   of  Issuing   Agent's   indices   and  records
               supplemented to the extent  necessary by an abstract or search of
               the public records.

          iv.  Title  reports or  opinions,  on forms  furnished  or approved by
               Company, by Attorneys at Law approved by Company, if permitted by
               law.

          v.   Title reports,  commitments,  or certificates  issued by Company,
               the contents of which shall be the responsibility of Company.

     d. All  supporting  documents  on  which  insurability  of title is  based,
including,  but not limited to abstracts,  examinations of title, title reports,
title notes, chain of title printouts,  copies of recorded documents,  policies,
commitments,  affidavits,  lien waivers, surveys,  worksheets and maps. shall be
preserved and  maintained in the Issuing  Agent's  Possession and control during
the term of this Agreement and thereafter for a period of at least ten years, or
for any longer  periods as required by law. The Company  shall have a reasonable
right of access to each such file and its complete contents, or a duplicate copy
thereof,  pertaining  to the issue of a title policy of the Company or any other
matter for which the Company may have responsibility.

     e.  Issuing  Agents  shall  collect or see to the  collection  of all title
underwriting  premiums  due the  Company for Title  Assurances  from the parties
responsible  therefor.  Immediately  upon  receipt by the Issuing  Agent,  these
premiums  become the  property of the Company and are held in trust on behalf of
the Company by and shall be deposited in a segregated  trust account in the name
of the Company by the Issuing  Agent Issuing  Agent shall,  on a monthly  basis,
submit a report  to the  Company  of all  Title  Assurances  issued  during  the
preceding month and premium fees therefrom due the Company. Methods of reporting
are described in the Issuing Agent's  Procedures  Manual and in periodic Company
bulletins. Each report shall include a complete copy of the policy schedules and
endorsements as issued to the insured. - Issuing Agent may retain commissions as
calculated  in  accordance  with Schedule A hereto and remit only the amount due
Company.  If the Issuing Agent is eligible for and participates in the Company's
premium  billing  plan,  payment in full of premium  billed is  expected  within
thirty days of receipt of said bill.  Failure to remit premium due within thirty
days may result in either a  suspension  or  revocation  of the Issuing  Agent's
authority to issue title policies on behalf of the Company.

     f. Issuing Agent shall,  maintain a policy  register in form provided by or
approved by Company by which  Issuing Agent shall enter a record of all insuring
forms supplied by Company and their disposition.

     g. Safely keep and store all  policies  and forms  delivered  by Company to
Issuing  Agent and be  liable to  Company  for any loss or  damage  suffered  by
Company by reason of wrongful or negligent use of such forms.  Further,  Issuing
Agent  shall  maintain a policy  register  and shall  account for said forms and
return all spoiled, obsolete or canceled policies and forms to Company.

     h. Agents agrees to cooperate  and assist in the defense of any  litigation
brought  as a result of any claim  based upon a policy or  commitment  issued by
Issuing  Agent or insured  closing  service-  letter issued on behalf of Issuing
Agent, or in any matter in which the Company becomes involved as a result of the
Issuing Agent's business.

     i. The  Issuing  Agent shall  immediately  notify  Company of an  attempted
service of process  upon  Issuing  Agent as  representative  of Company  and the
reasons therefore, if readily obtainable.

     j. If a claim is filed with Issuing Agent arising under any title insurance
issued by Issuing Agent,  Issuing Agent will  immediately  make a written report
thereof to Company at 999 Eighteenth Street, Suite 3400, Denver,  Colorado 80202
and shall lend all reasonable assistance to Company in investigating,  adjusting
or contesting any claim.

     k. The parties  hereto  understand  and agree that Issuing  Agent is not an
Issuing  Agent of Company for  purposes of  conducting  an escrow or  settlement
business.  However, because Company may be liable for acts of Issuing Agent with

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regard to the settlement or escrow business  Issuing Agent,  under state law, or
regulation, or otherwise, Issuing Agent shall allow Company's representatives to
audit or review the accounts,  checks, books, files and records of Issuing Agent
to the extent  permitted by law at any reasonable time without  notice.  Issuing
Agent  shall  provide  Company  with a copy of any audit  performed  of  Issuing
Agent's  books and  records by any public or  private  auditor or agency  within
thirty  (30) days after  Issuing  Agent  receives  said audit  report.  In those
instances where Issuing Agent closes transactions and receives and disburses the
money of others,  Issuing  Agent shall keep and maintain a separate bank account
or  accounts  for  escrow,  settlement  or closing  funds.  Issuing  Agent shall
maintain  such funds in trust for the parties  entitled  thereto,  Issuing Agent
further  agrees to  reconcile  said escrow  accounts  on a monthly  basis and to
maintain adequate records of said escrow, settlement or closing funds and submit
same to Company upon request

     l. Issuing Agent agrees to follow the minimum  guidelines  described  below
for handling,  accounting and disbursement of closing or escrow funds which come
into the Issuing  Agents  possession  and for which the Company may be or become
responsible:

          i.   Issuing Agent agrees that funds  received in  connection  with an
               escrow,  closing,  funding  or  transaction  in which a policy of
               title  insurance of the Company is to be issued are "trust funds"
               and  agrees  to keep  such  trust  funds in a  federally  insured
               financial  institution,  in an account or accounts separate `from
               the Issuing Agent's  operating  account and designated as "trust"
               or  "escrow"  account  and to  disburse  such  funds only for the
               purposes for which they were entrusted.

          ii.  A record of each and every receipt and  disbursement  transaction
               shall be kept in an escrow  accounting  ledger  or  system  which
               contains  a record of each  escrow  for which  Issuing  Agent has
               assigned an internal file number.  This accounting  record should
               contain  sufficient  detail for  purposes  of  identifying  every
               receipt  and  check  by  number  and  escrow   number,   and  the
               disbursements  and deposits must balance on a daily basis wit the
               escrow  bank  account  balances  involved.  Any debit  (shortage)
               balances   which  appear  for  any  escrow  must  be  immediately
               rectified  by either  correction  of an error or the  deposit  of
               sufficient funds to eliminate the shortage.

          iii. The bank  account  should be  reconciled  to the control  account
               (checkbook)  monthly.  A trial balance of the  individual  escrow
               ledger  records  should be prepared  monthly,  retained,  and the
               total   reconciled  to  the  control   account   (checkbook)  and
               reconciled  bank  balance  monthly.  Checks and drafts  should be
               pre-number,  used in numerical sequence, properly safeguarded and
               required dual signatures unless impractical.

     m. Issuing Agent shall not,  without written  approval of the Company which
approval shall be at the Company's sole absolute and unfettered discretion:

          i.   Commit the Company to a risk in excess of $500,000.00.

          ii.  Commit the  Company to a risk  involving  a title  where  Issuing
               Agent has  knowledge of defects,  adverse  claims or questions of
               title known in the community.

          iii. Any unusual,  uninsurable or, or extra ordinary risk as set forth
               in Company's  rules,  instructions or manuals or known by Issuing
               Agent

          iv.  Accept an application for title insurance for an amount less than
               the  present  fair  market  value of the  premises  involved  for
               owner's policies nor for less than the amount of indebtedness for
               loan policies.

          v.   Vary or.  change the printed  portion of any form of  commitment,
               policy or  endorsement,  nor  commit  Company  to any  particular
               interpretation  of the  terms or  provisions  of any  commitment,
               policy or endorsement.

          vi.  Incur debt in the name of the Company,  adjust any claim for loss
               on behalf of the Company or accept  service of summons,  or other
               process on behalf of the Company.

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          vii. Receive any fund,  including escrow or closing funds, in the name
               of the Company, but shall receive and account for same on its own
               account.

          viii.Issue any Title  Assurance on land in which  Issuing Agent or any
               of its employees, officers or directors, partners or stockholders
               have an interest or will have an  interest  upon  issuance of the
               Title Assurance.

          ix.  Charge a premium less than one approved by Company or promulgated
               by  the  Insurance   Commissioner  in  the  state  of  operation,
               exclusive of any special work charges where permitted.

          x.   Issuing Agent shall not create  liability of Company to any party
               for  funds  deposited  in the  Issuing  Agents  escrow  or  trust
               account.

     n. Issuing Agent agrees to indemnify  Company for all loss, costs or damage
including  attorney's  fees and other costs which  Company may sustain or become
liable for on account of:

          i.   Failure  of  Issuing  Agent  to  comply  with  the  terms of this
               Agreement or with rules,  regulations and  instructions  given to
               Issuing Agent by Company.

          ii.  Any  dishonest,   fraudulent   malicious,   criminal  or  grossly
               negligent  act,  or  dishonest  fraudulent  malicious  or grossly
               negligent  omission by Issuing Agent, its employees or its agent,
               in connection with either:

               a.   The issuance of an abstract of title,  commitment,  evidence
                    of title, or policy of the company, or

               b.   A closing by the Issuing Agent its employees,  or its agents
                    of any transaction involving the issuance of a policy of the
                    company.

          iii. Escrow  loss  limited to losses  occasioned  by  Issuing  Agent's
               failure to disburse  properly or close in accordance  with escrow
               instruction;  or where such escrow funds are  misappropriated  by
               Issuing Agent, its officers, employees or agents.

          iv.  Any  loss  suffered  by an  insured  under a usual  form of title
               policy where any printed exceptions,  conditions and stipulations
               have been eliminated or modified  without the express approval of
               the Company.

          v.   Any and all losses payable on the basis of erroneous  preliminary
               reports or other title reports when no title insurance policy has
               been issued.

          vi.  Any and all losses  arising from the payoff of existing  liens by
               parties  other than the  Issuing  Agent  unless  approved  by the
               Company.

          vii. Fraud, dishonesty or defalcation of Issuing Agent, its employees,
               officers, directors or agents of Issuing Agent.

          viii.Any act or  failure  to act of an  employee,  agent,  officer  pr
               attorney of Issuing  Agent which  could  result in Company  being
               liable for bad faith, unfair claim practices, punitive damages or
               deceptive trade practices.

     o. Issuing Agent may, at its option, pay any and all claims brought against
it under terms of this  section,  and shall then be  subrogated to the rights of
Company with respect to same.

     p. Issuing  Agent shall carry at its own cost and expense the  professional
liability insurance policy or policies and/or bonds shown on Schedule B attached
hereto, and provide complete copies of same to the Company.

     q.  Issuing  Agent  shall  not use in its  corporate  name  or any  assumed
business  name the words "United  General"  with out the written  consent of the
president of the Company. Issuing Agent shall not state or imply in advertising,

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business promotional material or otherwise, the existence of any relationship or
affiliation  between the Company and Issuing Agent other than that Issuing Agent
is an authorized policy issuing agent of Company.

4.   COMPANY RIGHTS AND RESPONSIBILITIES

     a.  Company  shall have the right at all  reasonable  times to examine  all
trust or escrow  accounts  or records of Issuing  Agent and to check any and all
settlement  checks,  books,  records and files of Issuing Agent pertinent to its
title and escrow  operations.  Issuing  Agent shall  promptly,  upon  request by
Company,  authorize the bank or other depository institution where such trust or
escrow  accounts  pertaining to the title and escrow  operations  are located to
allow the Company a right of access to such accounts.

     b. Company shall determine  promptly all questions of risk submitted by the
Issuing Agent and to issue a written approval or denial of the risk, if the risk
submitted is in writing or if specifically requested by Issuing Agent to issue a
written memorandum regarding basis of the denial of incurring such risk.

     c. The Company shall be liable for all losses, damages,  expenses and costs
arising out of claims  covered by and based upon title  insurance  forms  issued
under the terms of this Agreement excepting only those losses, damages, expenses
and costs  caused by  actions  or  omissions  for  which  Issuing  Agent is made
responsible herein.

     d. Company shall have the right to adjust, settle or compromise claims and,
in its sole  discretion,  to  commence,  defend,  compromise  or  withdraw  from
actions,  suits or  prosecutions  and in  general  do all  things in  connection
therewith that it may deem expedient.

5.   TERMINATION

     a. This  Agreement may be canceled by either party hereto by written notice
of intention to cancel sent by certified mail by either party to the other.  Any
cancellation  shall take effect at the  expiration  of sixty (60) days after the
mailing of such notice,  unless mutually agreed by the parties to take effect at
an earlier or later date. In the event of a material breach of this Agreement, a
party may terminate this Agreement effective immediately by giving notice to the
other by certified mail.

     b. This  Agreement  may be  terminated  by either party hereto after thirty
(30) days  following  the filing of a petition  in  bankruptcy  by either  party
hereto, or when the petition,  if filed by a creditor of such party, contains an
allegation  of  insolvency  and results in a final  adjudication  of  bankruptcy
against  either  party,   or  if  either  party  should  go  into   liquidation,
receivership or have a conservator or rehabilitator appointed.

     c. The Company shall have the right  forthwith to cancel and terminate this
Agreement in the event  Issuing  Agent falls to report and to pay to Company the
underwriting  risk premium due the latter in accordance  with the  provisions of
paragraph  3e herein  above,  or  otherwise  fails to company with the terms and
provisions of this Agreement or if Company shall receive  information of any act
of  apparent  fraud or  dishonesty  on the part of the  Issuing  Agent or any of
Issuing Agent's officers. employees or agents.

     d. In the event of any shortage of funds in Issuing Agent's escrow, closing
or trust account,  Company may terminate this Agreement immediately upon written
notice to the  Issuing  Agent,  notwithstanding  any  provision  s herein to the
contrary.

     e. The  issuance  of a Cease and  Desist  Order by any  legally  authorized
regulatory  agent by the terms of which Issuing Agent is prohibited from further
business activity in Arizona as a title insurance agency.

     f. Issuing  withdrawal,  voluntary,  by Company from the Territory,  or any
part thereof  covered by this  Agreement or the  disqualification  of Company to
transact or continue to transact business therein, shall automatically terminate
this agreement.  It is expressly  agreed that Company has the right at any time,
solely at its option, to withdraw from such Territory,  or any part thereof,  or
cease  business  therein for any reason deemed proper and sufficient by Company,
including  but not limited to business,  economic and financial  reasons,  or on

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account of any taxes,  license fees,  laws,  restriction,  or of  regulations or
orders  of  any  governmental  authority  affecting  the  business  contemplated
hereunder or the mode or cost of transacting same, or premiums or income arising
therefrom.

     g. Upon the termination of this Agreement,  all supplies, forms and records
of Company in the  possession  of Issuing  Agent shall  promptly be delivered by
Issuing Agent to Company,  and Issuing Agent shall promptly  account for and pay
to Company all underwriting fees due,  including but not limited to underwriting
fees which Issuing  Agent has  collected for policies to be issued,  pursuant to
outstanding  commitment.  Notwithstanding  a termination of the  agreement,  all
duties obligations and undertaking s of the Issuing Agent herein contained shall
survive such  termination and remain in full force and effect until such time as
the same have been fully performed.

     h. If, upon termination of this Agreement,  Issuing Agent shall have in its
possession  or under its control any funds or other  indemnity  against  loss or
damage to Company,  upon or by reason of a commitment  or policy,  Issuing Agent
shall  forthwith  transfer said funds and other  indemnity to Company,  together
with all agreements and other writings pertaining thereto.

     i. At the option of Company,  this Agreement may be terminated should there
be a change in ownership of the  controlling  interest of the Issuing Agent or a
change in the  management of the Issuing Agent. A change in the ownership of the
capital  stock of at least  51% or more of such  stock  shall be  deemed to be a
change  in  the  ownership  or  controlling   interest  of  the  Issuing  Agent.
Notification  to the Company of such change in  ownership  or control must occur
within thirty days of said change.

6.   MISCELLANEOUS

     a. Company may from time to time promulgate  rules for the transaction of a
title insurance business by Issuing Agent. Issuing Agent agrees to abide by such
rules and regulations.

     b. All notices  provided  herein shall be in writing,  by  certified  mail,
return receipt requested,  addressed to the parties set forth below or as may be
changed by further communications in writing.

          i. Notices to Issuing Agent shall be sent to:

             Capital Title Agency, Inc.
             4808 N. 22nd Street, Suite 200
             Phoenix, Arizona  85016
             Attn:  Donald A. Head

          ii. Notices to Company shall be sent to:

              United General Title Insurance Company
              999 Eighteen Street, Suite 3400
              Denver, Colorado  80202
              Attn:  Agency Department

     c.  This  agreement  together  with all of the  schedules  attached  hereto
constitutes  the  entire  relations   between  the  parties  and  there  are  no
representations,  warranties,  covenants or promises, whether made as inducement
to the execution  hereof, or otherwise,  not set forth herein,  all such and all
prior negotiations being expressly merged and integrated herein.

     d. This Agreement is binding on and ensures to the benefit of any corporate
successors of Company.

     e. This Agreement is not  transferable  by either party without the written
consent of the other.

     f. In the event any portion of this  Agreement is held to be invalid and/or
unenforceable  under  applicable  law, the remaining  portion of this  Agreement
shall continue in full force and effect as if the invalid  and/or  unenforceable
portion had never been included in this Agreement.

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<PAGE>

     g. If either party shall  institute  an action  against the other party for
breach of this  Agreement,  the  unsuccessful  party  shall pay court  costs and
reasonable attorney's fees to the successful patty.

     h. If this Agreement is canceled  pursuant to any of the terms hereof,  the
obligations  to make any  payments,  provide  notification  as to claims  and to
provide the records and files or access thereto shall  continue  beyond the date
of the cancellation of this Agreement.

     i.  Company  agrees  to pay  premium  taxes or any  taxes  similar  thereto
assessed  against the title  insurance  premiums and Issuing Agent agrees to pay
all other taxes of whatever nature to all other taxing authorities.

     j. No failure by Company to insist upon strict performance of any provision
of the  Agreement  or to exercise any right  power,  or remedy  arising out of a
breach of this  Agreement and no  acceptance  of any payment or remittance  from
Issuing Agent during such breach, shall constitute a waiver of such breach or of
any such  provision.  No express  waiver of any such  breach  shall  affect this
Agreement,  which shall continue in full force and effect.  No express waiver of
any such breach shall affect the rights of Company as to any other then existing
or subsequent breach of any provision of this Agreement.

     k.  Captions  used in this  Agreement are not binding as they relate to the
body of the Agreement.

In witness whereof, the parties hereto have caused this agreement to be executed
the day and year first above written.

UNITED GENERAL TITLE INSURANCE COMPANY           CAPITAL TITLE AGENCY, INC.
a Louisiana corporation

BY: /s/ Wayne Johnston                           BY:/s/ Donald R. Head
   -----------------------------------              ----------------------------
                                                        DON HEAD

ITS: Vice President                              ITS: CEO
    ----------------------------------               ---------------------------


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                                   SCHEDULE A

Attached  to and  made a part of the  Agreement  between  UNITED  GENERAL  TITLE
INSURANCE COMPANY, hereinafter referred to as Company and

CAPITAL TITLE AGENCY.  INC.
hereinafter referred to as Issuing Agent.

                   EFFECTIVE DATE OF AGREEMENT, DESCRIPTION OF
             ISSUING AGENT'S TERRITORY, RISK LIMITS, TITLE INSURANCE
                      RATES, COMMISSIONS, AND CANCELLATION

1.   Effective date of this Agreement:

2.   Issuing Agent shall not insure any risk in excess $500,000.00 without prior
     approval of Company.

3.   RATES.  Attached to this  Schedule A and  identified as "Exhibit 1" are the
     title insurance rates referred to in this Agreement This Agreement and this
     schedule shall  automatically be amended to include any amendments to title
     insurance  rates  that may be enacted or  promulgated  by any  governmental
     agency,  legislature  or  commission.  Company shall provide copies of said
     amendments to Issuing Agent;

4.   COMMISSIONS.  Issuing  Agent shall be entitled to a commission on all Title
     Assurances  issued by Issuing Agent for Company,  which commission shall be
     90 % of the title insurance rates set forth in Exhibit 1 attached hereto.

5.   COMMISSIONS.  In  cases  where  Company  directly  refers  title  insurance
     business to Issuing Agent,  Issuing Agent shall be entitled to a commission
     on those  Title  Assurances  issued  by  Issuing  Agent  for such  referred
     business,  which  commission shall be 90% of the  insurance rates set forth
     in Exhibit 1 attached hereto.

6.   CANCELLATION.  This Agreement may be canceled by either party hereto, other
     than as set forth in Section 5 of the Agency  Agreement,  by written notice
     of intention to cancel sent by registered  or certified  United States mail
     to the other party hereto at their last known  business  address.  Any such
     cancellation  shall take effect at the  expiration of sixty (60) days after
     the mailing of such notice.


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<PAGE>

                                   SCHEDULE B

Attached  to and  made a part of the  Agreement  between  UNITED  GENERAL  TITLE
INSURANCE COMPANY, hereinafter referred to as Company and

CAPITAL TITLE AGENCY. INC.
hereinafter referred to as Issuing Agent.

                     ISSUING AGENT'S FINANCIAL CONDITION AND
                               INSURANCE COVERAGES

1.   Issuing Agent shall, upon request, provide Company with a balance sheet and
     income  statement,  as of the close of Issuing  Agent's most recent  fiscal
     year or at such other times as requested by Company.

2.   Issuing  Agent  agrees  that it will  obtain  and  maintain  the  following
     insurance coverages in a form acceptable to the Company.

The following  provisions  as indicated  and  initialed  are  applicable to this
Agreement.

[ ]  Title Insurance  Agent's Errors and Omissions Policy and Opinion of Title
     Coverage with limits of not less than $_____.

[ ]  Abstractor's  Error and  Omissions  Policy  with limits of not less then
     $________________.

[ ]  Escrow Agent's  Errors and Omissions  Policy with limits of not less than
     $_______________.

[ ]  Commercial  blanket bond or similar  fidelity  bond covering its officers
     and employees with limits of not less than $__.

[ ]  Lawyer's  Professional  Liability  insurance with limits of not less than
     $______________.

[ ]  Such other  insurance  or bonding as required by the laws of the state or
     territory where Issuing Agent is engaged in business.

Any of the above policies shall provide that at least ten (10) days prior notice
of  cancellation  shall be given to  Company.  Issuing  Agent  agrees to furnish
Company with evidence of  compliance  with this  provision,  including a copy of
said policy(ies) and every renewal thereof.


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<PAGE>

                                   SCHEDULE C

Attached  to and  made a part of the  Agreement  between  UNITED  GENERAL  TITLE
INSURANCE COMPANY hereinafter referred to as Company and

CAPITAL TITLE AGENCY.  INC.
hereinafter referred to as Issuing Agent

                        INSURED CLOSING AGENCY AGREEMENT

     WHEREAS,  Issuing Agent is authorized to issue tide  insurance on behalf of
Company in the State of ARIZONA and in connection therewith,  has been requested
by one or more lending institutions to close real estate loans on behalf of such
lending institutions and issue Title Assurances in connection therewith; and

     WHEREAS,  such  lender or  lenders  have or may in the future  request,  in
connection  with such loan  closings,  a  guaranteed  loan  closing  letter from
Company  assuring the faithful  performance of the closing  instructions of such
lender by Issuing Agent

     NOW, THEREFORE, in consideration of the issuance of such guaranteed closing
letters  in the past or  hereafter  by  Company,  Issuing  Agent  undertakes  to
indemnify Company from any and all liability,  loss or damage Company may suffer
as a result of  claims,  demands,  costs or  judgments  arising  against it as a
result of its issuance of any such guaranteed closing letters.

     It is agreed that Company may. at any time,  and without  notice to Issuing
Agent, cancel such guaranteed closing letters.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and
year first above written.

BY:/s/ E. Wayne Johnston                         BY: /s/ Donald A. Head
   --------------------------------------           ----------------------------
   E. Wayne Johnston                                  Donald A. Head
   Vice President                                     Chairman/CEO
   United General Title Insurance Company             Capital Title Agency, Inc.



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<PAGE>

                                   SCHEDULE D

Attached  to and  made a part of the  Agreement  between  UNITED  GENERAL  TITLE
INSURANCE COMPANY, hereinafter referred to as Company and

CAPITAL TITLE AGENCY.  INC.
hereinafter referred to as Jssuing Agent

Being part of a certain Agency  Contract  between United General Title Insurance
Co.,. and Issuing Agent:

1.   If  co-insurance is required by an insured,  the cost of such  co-insurance
     will be deducted  from the premium  and sent to Company  together  with the
     normal underwriting fee on the balance..

2.   Issuing Agent shall indemnify and hold the Company harmless from all losses
     sustained  by it as a proximate  result of Issuing  Agent's  fraudulent  or
     other willful misconduct, or gross negligence, while acting in any capacity
     by reason of which the Company becomes legally responsible for such acts or
     omissions.

3.   Issuing  Agent  shall be liable  for the first  Five  Thousand  ($5,000.00)
     dollars,   including   the   Company's   attorney   fees  and   preliminary
     investigation  expenses  relating  to claims or demands  made  under  title
     insurance undertakings issued by Company though Issuing Agent provided such
     losses are not the proximate result of fraud or other willful misconduct or
     gross negligence on the part of Issuing Agent.






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