EXHIBIT 10.14

                           CAPITAL TITLE AGENCY, INC.

                              EMPLOYMENT AGREEMENT

     THIS  AGREEMENT is made as of this 17th day of June,  1997,  by and between
CAPITAL TITLE AGENCY,  INC., an Arizona corporation  ("Company"),  and MILTON M.
FERRANTELLI, ("Employee").

     WITNESSETH:

     WHEREAS,  Employee has broad-based experience in the title insurance agency
industry,  and Company  desires to employ him and to assure  itself of continued
availability of his services for the Company's benefit,  and Employee is willing
to accept such  employment and to perform such services,  all in accordance with
the terms herein contained.

     NOW,  THEREFORE,  in  consideration  of the mutual  promises and  covenants
herein contained, and intending to be legally bound hereby, the parties agree as
follows:

     1.  EMPLOYMENT.  The Company agrees to employ the Employee and the Employee
agrees to be hired by the Company  with primary job  responsibility  in employee
recruitment,   marketing  and  expansion  of  Company  operations  at  strategic
locations throughout Maricopa County. Employee shall report to and be supervised
by Donald R. Head,  Chief  Executive  Officer,  or such other  supervisor as the
Board of Directors may hereafter designate from time to time. In the performance
of  his  duties,   Employee   shall  support  the   recruitment   and  marketing
responsibilities  of James A.  Clifford  and  Nick  Velimirovich.  Additionally,
Employee  shall  serve  with  those two and the CEO on an  executive  team,  the
purpose of which  shall be to  promote  the  Company's  expansion  strategy,  to
improve  the  quality  and  delivery  of Company  services,  and to improve  the
efficiency and profitability of the Company's operations on an on-going basis.

     2. EXTENT OF SERVICES. During the employment period, except for illness and
for reasonable vacations,  Employee shall devote his full-time attention,  skill
and efforts to the duties under this "Agreement."

     3. TERM. The employment  period shall be for a term  commencing on November
10, 1997, and ending June 30, in the year 2000.

     4.  COMPENSATION.  For performing the services  required to be performed by
this Agreement  during the employment  period,  Employee shall be compensated by
the Company as follows:

          A.   A fixed salary at the rate of One Hundred Twenty Thousand Dollars
               ($120,000)  per year,  payable twice  monthly in accordance  with
               normal Company policy.
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          B.   Additional  compensation equal to 3.333% of the Company's pre-tax
               net profit on operations in Maricopa County calculated  according
               to generally acceptable accounting principles applicable to title
               insurance agencies  consistently  applied,  prorated in the first
               year of  employment  for the period  remaining  in the  Company's
               fiscal year if less than twelve (12) months, such compensation to
               be determined  and paid within three months  following the end of
               each succeeding fiscal year. Pre-tax profits for purposes of this
               Agreement shall be net taxable income  attributable to operations
               in Maricopa  County as disclosed by the Company's  federal income
               tax returns and related  internal records  allocating  income and
               expenses  separately as to the  respective  counties in which the
               Company shall be conducting its Arizona  business,  but exclusive
               of bonuses,  dividends  or other  remuneration  to  stockholders,
               directors  or  executive  committees.  Copies  of  the  Company's
               federal  tax  returns  and  records of results in each  county of
               operation  shall be  furnished to Employee  when  received by the
               Company's accounting firm in final form. At the Company's option,
               estimated  compensation  may be paid in  successive  fiscal years
               with  appropriate  adjustments  spread  over  twelve  (12)  month
               periods in the event of any under or over estimated payments made
               pursuant to this paragraph.

          C.   For  purposes  of  subparagraph  "B,"  Company  operations  shall
               include  revenues  derived  from  subsidiaries  or related  title
               business generated on Maricopa County real estate transactions.

          D.   Reimbursement  for all  necessary  and  pre-approved  travel  and
               entertainment  expenses  incurred  by  Employee  on behalf of the
               Company,  not to exceed Two Thousand  Dollars ($2,000) per month,
               which  expenses  shall be incurred by the Employee and reimbursed
               by the Company in accordance  with normal  Company  practices and
               budget or other  restrictions that may be imposed by the Board of
               Directors.

     5. SUPPLEMENTAL BENEFITS. During the term of this agreement, Employee shall
receive health  insurance,  vacation and other Employee benefits pursuant to the
terms and as set forth in the Company's Employee Handbook initially published on
October 1, 1993, as amended, a receipt of a copy of which is hereby acknowledged
by Employee.

     6.  DISABILITY AND  INCAPACITY.  If Employee shall be unable to perform his
duties by reason of  disability or impairment of health for at least ninety (90)
consecutive  calendar  days,  Company  shall  have the right to  terminate  this
Agreement by giving  written  notice to that effect,  provided  that at the time
such notice is given such disability or impairment is still continuing.

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     7. DEATH. In the event of Employee's death while employed by Company,  this
Agreement shall  terminate at the end of the calendar month in which  Employee's
death  occurs,  and his legal  representative  shall be  entitled to receive the
compensation  due through the last day of the calendar  month in which his death
shall have  occurred,  and any other  amounts which may have accrued to Employee
for periods prior to such date.

     8. COMPENSATION ON TERMINATION.

          A.   Prior to the end of the employment  period of this Agreement,  if
               the Company shall  terminate  employment of the Employee  without
               "just cause" as  hereinafter  defined,  or if the Employee  shall
               terminate  his   employment  for  "good  reason"  as  hereinafter
               defined, then the Company shall pay to the Employee his aggregate
               compensation,  and such other  amounts as shall be  necessary  to
               continue any supplemental  Employee benefits and prerequisites of
               office  which  were   provided   the   Employee   prior  to  such
               termination.  In the event  such  benefits  or  prerequisites  of
               office are not continuable, the Employee shall be paid their cash
               equivalent.  All payments  hereunder  shall be payable during the
               remaining   term  of  this  Agreement  as  if  it  had  not  been
               terminated.  Notwithstanding the foregoing, Employee shall have a
               duty to mitigate his damages in the event of any such termination
               without  good cause and,  to the  extent his  reasonable  efforts
               generate or could have  generated  replacement  income during the
               remaining term of this  Agreement,  such income shall be credited
               to Company  against the obligation to pay  additional  salary and
               benefits  pursuant  to  this  paragraph.   Company  may  withhold
               payments  for such  period  that  Employee  refuses to render all
               reasonable  or  necessary  cooperation  to enable  Company (1) to
               determine the extent of any replacement income that may have been
               paid or may be payable to Employee  during which time Company may
               be obligated to continue paying  compensation  after  termination
               pursuant to this paragraph,  and (2) to determine whether Company
               has  from  time to time  exerted  reasonable  efforts  to  obtain
               replacement income.

          B.   In  the  event  of  Employee's   death  or  termination   due  to
               disability,  or if the Company shall  terminate the employment of
               the Employee for "just cause", or if the Employee shall terminate
               his employment without "good reason",  then the Company shall pay
               the   Employee  his  salary  to  the   effective   date  of  such
               termination,  and any  accrued  vacation  not used,  but no added
               compensation  as otherwise  provided under paragraph 4.B shall be
               deemed earned in any of such events.

          C.   As used herein,  "just cause" shall mean (i) a material breach by
               the Employee of this  Agreement,  (ii) incapacity of the Employee

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               by reason of health or  incompetence  to  perform  his duties for
               ninety  (90)  consecutive  calendar  days,  or (iii)  dishonesty,
               theft,  embezzlement  or conviction of a felony.  As used herein,
               "good reason" shall mean a material breach by the Company of this
               Agreement  including  but not  limited  to a  material  change in
               Employee's  duties as President  (Maricopa County  Operations) of
               the Company.

     9.  ASSIGNMENT.  The rights and obligations of the Company  hereunder shall
inure to the  benefit  of,  and be  binding  upon,  the  Company  and any  other
corporation  or entity  into  which the  Company  shall be  merged,  or to which
substantially  all of the assets of the Company  shall be  transferred  and such
other  corporation or entity shall thereupon be deemed the "Company"  hereunder.
The rights and  obligations  of the Employee  hereunder  shall not be assignable
except as to compensation earned but not paid when due.

     10. PROPRIETARY PROTECTION.

          A.   NON-COMPETITION.  At all times while employed by Company, and for
               a period of one (1) year  after  the date on which  the  Employee
               ceases to be actively employed by the Company, the Employee shall
               not compete in any way with the business of the Company  anywhere
               within Maricopa County, Arizona,  whether directly or indirectly,
               as  an  employee,   agent,  independent  contractor,   owner,  or
               otherwise.  In  addition,  during such one (1) year  period,  the
               Employee  shall not directly or  indirectly  enter into or in any
               manner take part in any other  business  or entity that  competes
               with the Company.

          B.   CONFIDENTIALITY.  At all times while  employed  by  Company,  and
               continuing  after  termination  of  such   relationship   without
               limitation  as to  time,  the  Employee  shall  not  directly  or
               indirectly  use  or  disclose  to  others  any   confidential  or
               proprietary  information or trade secrets of the Company. For the
               purpose   of  this   Agreement,   confidential   or   proprietary
               information  includes  all  information  regarding  the  Company,
               whether  disclosed  by Company or  originated  by Employee  while
               employed by the Company, including, without limitation, Company's
               policies  and   procedures,   Company's   suppliers   and  supply
               information,  Company's  customer lists and customer  information
               (whether  the  customer  is  a  past,   present  or   prospective
               customer),  pricing, sales and marketing  information,  financial
               and technical information,  manufacturing  processes,  inventions
               and  know-how.  Employee  acknowledges  that all  trade  secrets,
               inventions, know-how, and all other information described in this
               paragraph  developed by Employee  during the course of employment
               belongs to Company.

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          C.   NON-PIRACY OF EMPLOYEES. Employee recognizes that Company's other
               Employees  are a valuable  resource of the Company.  Accordingly,
               Employee  agrees that for a period of one (1) year after the date
               on which the  Employee  ceases  to be  actively  employed  by the
               Company,  Employee will not, alone or in conjunction with others,
               solicit,  induce, or recruit any Employee of the Company to leave
               the  Company's  employment.  Employee  shall never,  at any time,
               attempt  to induce  another  Employee  of  Company  to  violate a
               contract of employment for a specified term of years.

          D.   CUSTOMER  ANTI-PIRACY.  Employee  agrees that for a period of six
               (6) months after the date on which Employee ceases to be actively
               employed by the Company, Employee will not directly or indirectly
               in any  capacity  whatsoever,  either  as an  Employee,  officer,
               director,  stockholder,   proprietor,  partner,  joint  venturer,
               consultant,  or  otherwise,  (a)  induce  any  customer  (past or
               present) to patronize any company that is in competition with the
               Company's business;  (b) canvass,  solicit, or accept any similar
               business from any past or present customer of the Company; or (c)
               request or advise any past or present  customer of the Company to
               withdraw, curtail, or cancel its business with the Company.

          E.   EMPLOYEE  ACKNOWLEDGEMENT OF FAIRNESS.  Employee acknowledges and
               agrees that  Employee's  services to the Company are of a special
               character  with  unique  value  to  the  Company,  and  that  the
               restrictive covenants set forth in this Agreement are reasonable,
               fair and valid in scope or activity, duration,  territory, and in
               all other respects.

          F.   SEVERABILITY   AND   REFORMATION.   If  any  court  of  competent
               jurisdiction  determines that any of the restrictive covenants in
               this  Agreement,  or  any  part  thereof,  is or are  invalid  or
               unenforceable,  the remainder of the restrictive  covenants shall
               not thereby be affected and shall be given full  effect,  without
               regard to  invalid  portions.  If any of the  provisions  of this
               paragraph   should  ever  be  deemed  to  exceed  the   temporal,
               geographic,  or occupational  limitations permitted by applicable
               laws,  those  provisions  shall be and are hereby reformed to the
               maximum  temporal,   geographic,   or  occupational   limitations
               permitted by law. In any litigation  concerning  this  Agreement,
               the  prevailing  party shall be  entitled  to recover  reasonable
               attorneys' fees incurred.

          G.   BREACH OF  OBLIGATIONS  BY EMPLOYEE.  In the event of a breach or
               threatened breach by the Employee of the obligations set forth in
               subparagraphs A through D above, the Company shall be entitled to
               apply to any appropriate court for an injunction  restraining the

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               Employee;  provided,  however,  that this paragraph  shall not be
               construed  as  prohibiting  the Company  from  pursuing any other
               available   remedies  for  such  breach  or   threatened   breach
               including,  but not limited to, the  recovery of damages from the
               Employee.

          H.   BREACH  BY THE  COMPANY.  In the  event  the  Company  terminates
               Employee  without  just  cause,  subparagraph  "A"  shall  not be
               enforceable,  however,  in any event, all other  subparagraphs of
               this section shall remain fully enforceable.

     11. OPTION TO PURCHASE STOCK OF PUBLIC COMPANY.

          A.   On execution of this Agreement by both parties, the Company shall
               cause the Capital  Title Group,  Inc. to grant an option in favor
               of  Employee,  subject  to the  conditions  set forth  below,  to
               purchase up to 100,000  shares of the common stock of such Public
               Company.

          B.   The  purchase  price for such  option  stock  shall be One Dollar
               ($1.00) per share.  Employee  shall be entitled to exercise  that
               option as to not more than Fifty  (50%)  Percent  of such  option
               shares  after two full  years of  employment.  The  option may be
               exercised as to the  remaining  Fifty (50%) Percent no later than
               30 days after expiration of the term of this agreement.

          C.   All  other  terms of such  option  shall  be as set  forth in the
               standard  employee option  agreement , receipt of a copy of which
               Employee hereby acknowledges.

     12. AGREEMENT.  The entire agreement of the parties is herein written fully
and supersedes any prior agreement  between the parties hereto,  and the parties
hereto  are  not  bound  by  any  agreements,   understandings,   conditions  or
inducements otherwise than are expressly set forth and stipulated hereunder.

     13. NOTICES.  All notices required to be sent pursuant to the terms of this
Agreement  shall be sent by first class mail,  postage  prepaid,  to the parties
hereto at the following addresses, or such other addresses as they may hereafter
designate in writing:

         COMPANY:

                    CAPITAL TITLE AGENCY, INC.
                    Attention:  Donald R. Head
                    138 North Montezuma
                    Prescott, Arizona 86301

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         EMPLOYEE:

                    MILTON M. FERRANTELLI
                    3763 W. Park Ave
                    Chandler, AZ  85636

     14.  ATTORNEY  FEES.  In the  event of any  controversy,  claim or  dispute
between the parties  affecting or relating to the subject  matter of performance
of this  Agreement,  the prevailing  party shall be entitled to recover from the
non-prevailing party all of its reasonable attorney fees.

     15.  GOVERNING LAW. This  Agreement  shall be construed both to as validity
and performance, and enforced in accordance with and governed by the laws of the
State of Arizona.

     16. NORWEST NON-COMPETE  AGREEMENT..  Employee has disclosed to the Company
that he is under  covenant to Norwest  Corporation,  as successor in interest to
United Title Agency of Arizona,  Inc.,  pursuant to a Non-Competition  Agreement
dated December 15, 1993.  Employee  represents and warrants that the obligations
under such agreement expire on November 7, 1997. Employee further represents and
warrants  that he has not  received,  and has not been  given or  promised,  any
incentive or inducement  by the Company to violate the terms of such  Agreement.
Employee  further agrees that in the event the Company learns or has good reason
to believe that any time prior to expiration of such  Agreement,  Employee shall
have violated its terms in any material  particular,  the Company shall have the
option to terminate this agreement without any further obligation to Employee.

     IN WITNESS WHEREOF, the parties have hereunto executed this Agreement as of
the day above written.

COMPANY:                                             EMPLOYEE:

CAPITAL TITLE AGENCY, INC.                           /s/ Milton M. Ferrantelli
                                                    ----------------------------
                                                         MILTON M. FERRANTELLI
By /s/ Donald R. Head
  ---------------------------
       Donald R. Head

Its    CEO
    -------------------------

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                           CAPITAL TITLE AGENCY, INC.

                  AMENDMENT TO FERRANTELLI EMPLOYMENT AGREEMENT

     THIS  AGREEMENT  is made this 3rd day of  February,  1998,  and  amends the
Employment Agreement of June 17, 1997, by and between CAPITAL TITLE AGENCY, INC.
(the  "Company")  and  MILTON M.  FERRANTELLI  (the  "Employee),  effective  and
commencing as of February 1, 1998, in the following particulars:

     1. Employee's  title shall be President of the Company in charge of Arizona
operations, and Executive Vice President of CAPITAL TITLE GROUP, INC. (hereafter
"CTGI").  Employee  shall  perform his duties in  accordance  with  policies and
practices of CTGI. He shall report to and be supervised by DONALD R. HEAD, Chief
Executive  Officer  of the  Company,  or such other  supervisor  as the Board of
Directors  of the  Company  or the  Board of  Directors  of CTGI  may  hereafter
designate from time to time.

     2.  Employee's  fixed  salary  shall be  increased  to  $132,000  annually.
Employee's  Paragraph 4B  compensation  shall be equal  3.333% of the  Company's
pre-tax  net profit on  Maricopa  County  business  and 5% on all other  Arizona
agency  operations;  provided,  however,  that  irrespective of the level of net
profits  realized by the Company in any given county,  Paragraph 4B compensation
shall not exceed $10,000 per county per year, nor be calculated on aggregate net
profits on Arizona  operations in excess of the first $200,000 thereof annually.
In any event,  Paragraph  4B  compensation  is  calculated  only with respect to
current  year net  profits,  and no carry  forwards  or  other  adjustments  are
permitted in successive years.

     3.  Paragraph  C  is  clarified  in  this  particular:  the  term  "Company
operations"  does  not  include  net  profits  of  business  entities  owned  or
controlled by CTGI, and which are not subsidiaries of the Company.

     4. Subject to the foregoing amendments, the terms of the subject Employment
Agreement remain in full force and effect.

     5. Employee is granted an additional option to purchase the common stock of
CTGI under the same terms,  conditions and time limits set forth in Paragraph 11
of the  subject  Employment  Agreement,  limited  to 25,000  shares at $2.00 per
share.

     IN WITNESS WHEREOF, the parties have hereunto executed this Agreement.

COMPANY:                                          EMPLOYEE:

CAPITAL TITLE AGENCY, INC.

By /s/ Donald R.  Head                            /s/ Milton M.  Ferrantelli
  ------------------------------                  ------------------------------
       DONALD R. HEAD,                                MILTON M.  FERRANTELLI
       Chief Executive Officer