EXHIBIT 10.13
                        [LETTERHEAD OF THE MILLER GROUP]

                               LETTER OF AGREEMENT

     This letter will confirm and constitute the agreement  ("Agreement")  as of
the 17th day of June,  1997  between  Capital  Title  Agency  Inc.  (hereinafter
"CAPITAL  TITLE"  or the  "COMPANY")  and  Miller  Capital  Corporation  ("MCC")
pursuant to which MCC will furnish to the Company certain management consulting,
financial advisory and investor relations services.

1.   MCC SERVICES.

     MCC will perform the following services for the Company:  (i) prepare a due
diligence report of the Company's  business plan and corporate  structure;  (ii)
financial  consultation with respect to the Company's  funding  requirements and
projected  associated  costs to include  preparation  of reports  and  valuation
meaningful  to a private  placement or public equity  funding;  (iii) advice and
consultation with respect to financial  structure,  markets and placement of any
equity offering; and (iv) investor relations services.

     It is expressly  acknowledged  and agreed by the parties  hereto that MCC's
obligations do not insure the successful negotiation of or obtaining of any type
of Financing  for the Company and any efforts by MCC for  obtaining  Funding for
the Company  shall be done on a "BEST  EFFORTS"  basis  only.  MCC is not a NASD
registered broker/dealer.

     It is expressly  acknowledged and agreed by the parties hereto that MCC and
employees of MCC are  independent  contractors and are not employees or officers
of the Company.

2.   PROVISION OF INFORMATION BY THE COMPANY.

     The  Company  acknowledges  that  MCC,  in order to  perform  its  services
effectively  under this  Agreement  and to satisfy  such  obligations,  requires
prompt  receipt of all material  information  with  respect to the Company,  its
operations and prospects. Accordingly, the Company will furnish to MCC copies of
all  financial  statements,  tax  returns,  reports and  agreements  executed in
relation to the  Company's  business.  The Company  recognizes  the necessity of
promptly notifying,  and will promptly notify, MCC of all material  developments
concerning  the Company,  its business  and  prospects  and will supply MCC with
information  sufficient  to  enable  MCC  to  make  a  determination  as to  its
compliance with its own procedures as well as any legal requirements.
<PAGE>

Capital Title Agency Inc.
June 16, 1997
Page 2

     MCC will have access to the Company's  legal and  accounting  professionals
and with prior  approval  from the Company  access to outside  legal counsel and
accounting professionals at the Company's expense.

     MCC will accept and hold such Information in complete  confidence for their
use as  contemplated  hereby.  The  confidentiality  obligations  assumed by MCC
hereunder  will  not  apply  to  any  Information   which  is  presently  in  or
subsequently  becomes part of the public domain or is otherwise  generally known
or is obtained from any third party which is in  possession of such  Information
through no fault of MCC.

3.   COMPENSATION TO MCC.

For services  rendered  under this  Agreement,  MCC shall  receive the following
compensation:

     A.   MCC will receive  $25,000 as compensation  for a Due Diligence  Report
          with  payment  due in full once  funding  from any  private  or public
          offering  reaches a gross  amount of  $500,000  or within  twelve (12)
          months of the date of this Agreement, whichever occurs first;

     B.   The Company  will pay to MCC a monthly  fee of $5,500 as  compensation
          for Investor  Relations  Services  starting with the execution of this
          Agreement and continuing thereafter on a monthly basis for a period of
          twelve (12) consecutive months;

     C.   Out-of-pocket expenses incurred by MCC in connection with the services
          to be performed  by it  hereunder  will be payable by the Company upon
          submission by MCC of monthly invoices  delineating  such expense.  Any
          expense over $500 must be approved by the Company in advance;

     D.   MCC will  receive a Success  Fee in the form of a cash  payment of the
          gross proceeds of any private or public  Financing  including any form
          of equity,  convertible  debt,  debt with  warrants,  debt with equity
          incentives  to the  lender,  or any  other  form  of  equity,  debt or
          guarantees. Success Fee percentages are based on the type of Financing
          transaction   completed  on  behalf  of  Capital  Title  with  private
          placement fees being five (5%) percent of the gross proceeds for any
<PAGE>

Capital Title Agency Inc.
June 16, 1997
Page 3

          Private  Placement  Funding;  and secondary public offering fees being
          three (3%) percent of the gross  proceeds  for  completing a Secondary
          Public Offering Funding; and

     E.   Capital  Title  shall  have  sole   discretion  in  determining   what
          constitutes an acceptable Financing as contemplated by this Agreement.
          MCC shall  earn the  Success  Fee only upon the  closing or receipt of
          funds from a Financing as described in 3.D., above, and not merely for
          presenting a financing option or prospective investor which in Capital
          Title sole discretion is unacceptable.

4.   EXCLUSIVITY.

     A.   From  the  effective  date  of this  Agreement,  the  Company  and its
          officers  will not engage  any other  person or entity to serve as its
          agent or  representative  to provide  services  similar to those to be
          provided by MCC through the term of this  Agreement  without the prior
          written consent of MCC.

     B.   If for a  period  of five  (5)  years  after  successfully  closing  a
          Financing, as contemplated under this Agreement, Capital Title desires
          to commence any Transaction (as hereinafter  defined),  Miller Capital
          Corporation  shall  have the right of first  refusal to act as Capital
          Title's  financial  advisors,  to  arrange  for  placement  agents  or
          underwriters, as the case may be, with respect to any such Transaction
          or   Transactions.   For   purposes  of  this   Agreement,   the  term
          "Transaction" shall include each of the following; the purchase, sale,
          merger,  consolidation or any other business combination,  in one or a
          series  of  transactions,  involving  Capital  Title,  or any  sale of
          securities  of Capital  Title or a New Entity  effected  pursuant to a
          private sale or an  underwritten  public  offering.  If Capital  Title
          decides to pursue any such Transaction,  and MCC exercise its right of
          first  refusal  provided  hereunder,  Capital Title and MCC will enter
          into an  agreement  appropriate  to the  circumstances,  or, under any
          condition,  MCC  will  receive  a  minimum  fee of  $200,000  for such
          Transaction or Transactions.


5.   COMPANY COVENANT RE MCC EMPLOYEES.

     The Company  recognizes that client service officers and other employees of
MCC are  necessary for the  continued  servicing by MCC of its several  clients.
<PAGE>

Capital Title Agency Inc.
June 16, 1997
Page 4

Accordingly,  the Company will not, during the term of this Agreement, and for a
period of two years after its  termination,  employ any client service  officer,
account executive or other employee of MCC in any capacity.

6.   ASSIGNMENT.

     MCC  recognizes  the personal  nature of the services to be performed by it
and shall not transfer or assign to any other person,  firm or  corporation  its
responsibilities  and obligations under this Agreement without prior approval of
the Company.  In the event that a merger, sale of assets or change of control of
the  Company  or MCC shall  occur,  this  Agreement  shall be  binding  upon the
successor and assigns of such party.

7.   INTEGRATION.

     This writing  constitutes  the full and complete  agreement of the parties,
which  Agreement  may not be modified by any method other than  another  writing
signed by the parties.

8.   HEADINGS.

     The paragraph  headings have been inserted for convenience and shall not be
construed in a manner contrary to the text of this Agreement.

9.   ATTORNEY FEES.

     In the event of any action or proceeding to enforce the  provisions of this
Agreement,  the prevailing  party shall be entitled to its  reasonable  attorney
fees, such fees to be set by a judge and not by a jury and to be included in any
judgment entered in such action or proceeding.

10.  INDEMNIFICATION.

     Both MCC and the Company agree to indemnify the other company's  respective
directors,  officers and employees against all losses and claims as is customary
in advisory  engagements.  The  provisions  of this  section  shall  survive any
termination of the engagement that is the subject of this letter.
<PAGE>

Capital Title Agency Inc.
June 16, 1997
Page 5

11.  EFFECTIVE DATE.

     This  Agreement  shall be effective as of the date and year first set forth
above.

AGREED AND ACCEPTED:

     Please  confirm  that  the  foregoing   correctly  sets  forth  our  mutual
understanding  by signing and returning the copy of this Agreement  provided for
that purpose.

Capital Title Agency Inc.                    Miller Capital Corporation
Donald R. Head                               Rudy R. Miller

By: /s/ Donald R. Head                       By: /s/ Rudy R. Miller
   ---------------------------                     ---------------------------
Title:  Chairman & CEO                       Title:  Chairman and President
      ------------------------                     ---------------------------
Date:                                        Date:   6-17-97
      ------------------------                     ---------------------------
<PAGE>

                        [LETTERHEAD OF THE MILLER GROUP]


March 18, 1998


Mr. Donald R. Head
Chairman and Chief Executive Officer
CAPITAL TITLE GROUP, INC.
14555 North Scottsdale Road, Suite 320
Scottsdale, Arizona 85254

     RE:  Amendments to the June 17, 1997,  Letter of Agreement  Between Capital
          Title Group, Inc. and Miller Capital Corporation

Dear Don:

Per our recent  conversation,  I have agreed to the  following  amendments  (the
"Amendments") to the Letter of Agreement  between Capital Title Group; Inc. (the
"Company") and Miller Capital Corporation ("MCC") dated June 17, 1997.

MCC agrees to the following Amendments in Section 3, Compensation to MCC.

     Item 3.D., page 2 and 3 is amended to:

          a.   Exclude the five (5%) percent  Success Fee due MCC regarding bank
               debt negotiated directly by the Company;

          b.   In the event MCC is asked to negotiate with any bank on behalf of
               the  Company,   a  mutually  agreed  upon  Success  Fee  will  be
               negotiated in good faith at the time of the transaction; and

          c.   The Amendment further  includes,  the reduction of the three (3%)
               percent Success Fee of gross proceeds of a public offering to the
               following Success Fee schedule.

                  Gross Proceeds                            Success Fee Percent
                  --------------                            -------------------
                  $1 up to 10,000,000 million                 2.75 percent
                  $1 up to 20,000,000 million                 2.25 percent
                  $1. up to 30,000,000 million                1.75 percent
                  $1 to in excess of 30,000,000 million       1.25 percent
<PAGE>

Mr. Donald R. Head
Capital Title Group, Inc.
March 18, 1998
Page 2


AMENDMENTS AGREE TO AND ACCEPTED:

Please confirm that the foregoing correctly sets forth our mutual  understanding
by signing and returning  the copy of this  Amendment to the Letter of Agreement
dated June 17, 1997 provided for that purpose.


Capital Title Group, Inc.                          Miller Capital Corporation
Donald R. Head                                     Rudy R. Miller

By: /s/ Donald R. Head                             By: /s/ Rudy R. Miller
   -------------------------                          -------------------------
Title: Chairman and CEO                            Title: Chairman and CEO
      ----------------------                             ----------------------
Date: 3-18-98                                      Date: March 18, 1998
     -----------------------                            -----------------------


cc:  Ben Morris, President and Chief Executive Officer
     Sanders Morris Mundy