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                                                                    Exhibit 10.7


                  INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT

         This INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this "Agreement"),
dated as of September 27, 2005 (the "Effective Date"), is entered into by and
between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation, ("FNF") and
FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation ("FNT"), each a
"Party" and together, the "Parties."

                              W I T N E S S E T H:

         WHEREAS, FNF has the authority and power, or has caused members of the
FNF Group to authorize and empower FNF, to deliver the rights herein granted to
FNT, and FNT has the authority and power, or has caused members of the FNT Group
to authorize and empower FNT, to deliver the rights herein granted to FNF.

         NOW, THEREFORE, in consideration of the premises, and of the cross
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:

1.       CERTAIN DEFINITIONS

(a)      "Change of Control" of FNT means any event or circumstance causing FNF
         to own or control, directly or indirectly, fifty percent (50%) or less
         of the stock or other equity interest entitled to vote on the election
         of the members to the board of directors or similar governing body of
         FNT.

(b)      "Competitors" for FNF shall mean those companies set forth on Schedule
         1(a)(i) and for FNT shall mean those companies set forth on Schedule
         1(a)(ii).

(c)      "Confidential Information" has the meaning set forth in Section 8(a).

(d)      "Copyright" means each of the FNF Copyrights and the FNT Copyrights.

(e)      "Dispute" has the meaning set forth in Section 9(a).

(f)      "Fidelity Mark" has the meaning set forth in Section 3(e).

(g)      "FNF Copyrights" has the meaning set forth in Section 2(b).

(h)      "FNF Group" means FNF, the FNF Subsidiaries and each Person that is an
         Affiliate of FNF, other than FNT and any member of the FNT Group,
         immediately after the Effective Date, and each other Person that
         becomes an Affiliate of FNF after the Effective Date.

(i)      "FNF Intellectual Property" has the meaning set forth in Section 2(f).

(j)      "FNF Marks" has the meaning set forth in Section 2(c).

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(k)      "FNF Patents" has the meaning set forth in Section 2(d).

(l)      "FNF Trade Secrets" has the meaning set forth in Section 2(e).

(m)      "FNF Subsidiary" means the Subsidiaries of FNF, excluding FNT and the
         members of the FNT Group (collectively, the "FNF Subsidiaries").

(n)      "FNT Copyrights" has the meaning set forth in Section 2(b).

(o)      "FNT Group" means FNT, Subsidiaries of FNT, and each Person that FNT
         directly or indirectly controls (within the meaning of the Securities
         Act) immediately after the Effective Date, and each other Person that
         becomes an Affiliate of FNT after the Effective Date.

(p)      "FNT Intellectual Property" has the meaning set forth in Section 2(f).

(q)      "FNT Marks" has the meaning set forth in Section 2(c).

(r)      "FNT Patents" has the meaning set forth in Section 2(d).

(s)      "FNT Subsidiary" means the Subsidiaries of FNT (collectively, the "FNT
         Subsidiaries").

(t)      "FNT Trade Secrets" has the meaning set forth in Section 2(e).

(u)      "Granting Party" has the meaning set forth in Section 2(a).

(v)      "Granting Party Group" means (i) the FNF Group in those instances where
         FNF is the Licensor Party and (ii) the FNT Group in those instances
         where FNT is the Licensor Party.

(w)      "Intellectual Property" has the meaning set forth in Section 2(f).

(x)      "Intercompany Agreements" means the following agreements each executed
         on or about the Effective Date, unless otherwise indicated herein:

         (i)      this Intellectual Property Cross License Agreement between FNF
                  and FNT;

         (ii)     the Corporate Services Agreement between FNF and FNT;

         (iii)    the Reverse Corporate Services Agreement between FNF and FNT;

         (iv)     the Employee Matters Agreement between FNF and FNT;

         (v)      the Tax Matters Agreement between FNF and FNT; and

         (vi)     any other agreement that would fall within the definition of
                  "Ancillary Agreements" in the Separation Agreement of even
                  date herewith, between FNF and FNT, as amended and as may
                  hereafter be amended from time to time.

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(y)      "Licensee Party" has the meaning set forth in Section 2(a).

(z)      "Licensee Party Group" means (i) the FNF Group in those instances where
         FNF is the Licensee Party and (ii) the FNT Group in those instances
         where FNT is the Licensee Party.

(aa)     "Mark" means each of the FNF Marks and the FNT Marks.

(bb)     "Master IT Services Agreement" means the agreement of even date
         herewith by and between FNT and Fidelity Information Services, Inc., an
         Arkansas corporation.

(cc)     "Party" has the meaning set forth in the preamble.

(dd)     "Patent" means each of the FNF Patents and the FNT Patents.

(ee)     "Permitted Sublicensee" has the meaning set forth in Section 2(g)(i).

(ff)     "Person" means an individual, a partnership, a corporation, a limited
         liability company, an association, a joint stock company, a trust, a
         joint venture, an unincorporated organization, a governmental entity or
         any department, agency, or political subdivision thereof.

(gg)     "Subsidiary" means, with respect to any specified Person, any
         corporation or other legal entity of which such Person controls or
         owns, directly or indirectly, more than fifty percent (50%) of the
         stock or other equity interest entitled to vote on the election of the
         members to the board of directors or similar governing body.

(hh)     "Trade Secret" means each of the FNF Trade Secrets and the FNT Trade
         Secrets.

(ii)     "Unauthorized Access" has the meaning set forth in Section 8(b).

2.       RECIPROCAL GRANTS

(a)      Each Party hereto grants hereby certain rights in Intellectual Property
         (defined and scheduled below) and Trade Secrets and, with respect to
         such rights, shall be termed the "Granting Party"; with respect to such
         rights, the grantee shall be termed the "Licensee Party." The following
         basic grants shall control each identified type of Intellectual
         Property and Trade Secrets, but each grant shall be subject to any
         further conditions adjoining the specific item of Intellectual Property
         as scheduled (for Copyrights on Schedule 2(b), for Marks on Schedule
         2(c), and for Patents on Schedule 2(d)). Where a Party is granted a
         right to sublicense pursuant to this Section 2, any sublicense granted
         pursuant to such right shall comply with Section 2(g) below.

(b)      Copyrights. (i) FNF hereby grants to FNT a non-exclusive, irrevocable,
         non-terminable, worldwide, royalty-free license, to use, sell services
         arising from, sublicense, operate, alter, modify, adapt, perform,
         distribute, create derivative works from, display, copy and exploit any
         other rights of ownership now existing or hereafter created with
         respect to (A) the copyrighted materials (including but not limited to
         software) owned by a member of

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         the FNF Group and listed or described on Schedule 2(b) hereto or (B)
         materials that (1) are unregistered, (2) are not software or data
         processed by software in connection with the business of FNF Group, (3)
         FNT Group was using prior to the Effective Date and (4) do not have
         substantial commercial value (collectively, A and B are the "FNF
         Copyrights"), subject to the terms and conditions hereof.

         (ii) FNT hereby grants to FNF a non-exclusive, irrevocable,
         non-terminable, worldwide, royalty-free license, to use, exploit, sell
         services arising from, sublicense, operate, alter, modify, adapt,
         perform, distribute, create derivative works from, display, copy and
         exploit any other rights of ownership now existing or hereafter created
         with respect to (A) the copyrighted materials (including but not
         limited to software) owned by a member of the FNT Group and listed or
         described on Schedule 2(b) hereto or (B) materials that (1) are
         unregistered, (2) are not software or data processed by software in
         connection with the business of FNT Group, (3) FNF Group was using
         prior to the Effective Date and (4) do not have substantial commercial
         value (collectively, A and B are the "FNT Copyrights"), subject to the
         terms and conditions hereof.

(c)      Marks. (i) FNF hereby grants to FNT for the term of this Agreement a
         non-exclusive, worldwide, revocable, royalty-free license, to use,
         sublicense, display and reproduce the trade and service marks owned by
         a member of the FNF Group and listed on Schedule 2(c) hereto (the "FNF
         Marks"), terminable as provided below, by FNF (and with respect to
         sublicenses to the FNT Group, by FNT) for the goods and services as set
         forth on Schedule 2(c). Notwithstanding the foregoing, one or more
         upper level domain names substantially matching an FNF Mark may also be
         scheduled and licensed hereunder, and shall be licensed, if at all,
         exclusively.

         (ii) FNT hereby grants to FNF for the term of this Agreement, a
         non-exclusive, world-wide, revocable, royalty-free license, to use,
         sublicense, display and reproduce the trade and service marks owned by
         a member of the FNT Group and listed on Schedule 2(c) hereto (the "FNT
         Marks"), terminable as provided below, by FNT (and with respect to
         sublicenses to the FNF Group, by FNF) for the goods and services as set
         forth on Schedule 2(c). Notwithstanding the foregoing, one or more
         upper level domain names substantially matching an FNT Mark may also be
         scheduled and licensed hereunder, and shall be licensed, if at all,
         exclusively.

         (iii) Each license and each sublicense of a Mark shall be separately
         terminable on the following conditions:

                  Each Licensee Party or sublicensee of a Mark hereunder shall
                  observe the following quality control standards and
                  procedures:

                  A)       Licensee Party shall assure that the nature and
                           quality of products and services that are marketed,
                           advertised, sold or serviced using Granting Party
                           Marks subject to this Agreement will meet or exceed
                           all applicable governmental and regulatory standards
                           and requirements and initially shall be of a high
                           quality consistent with the quality of the products
                           and services of the Licensee Party as provided by the
                           Licensee Party (or its sublicensees) prior to the
                           date hereof,

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                           and throughout the term hereof, recognizing that
                           Licensee Party's business shall change and that
                           regulatory standards and requirements may change from
                           time to time, its products and services shall
                           continue to be of a high quality commensurate with
                           industry standards and with then current regulatory
                           standards and requirements. Each party acknowledges
                           that the Licensee Party has maintained the products
                           and services offered under the Marks at a high
                           quality and enforced quality control standards
                           regarding the nature and quality of products and
                           services that are marketed, advertised, sold or
                           serviced using Granting Party's Marks prior to the
                           date hereof. Granting Party may from time to time
                           request, and Licensee Party agrees to reasonably
                           provide, samples of marketing materials,
                           advertisements, and other information regarding
                           Licensee Party's or sublicensee's products and
                           services which samples shall be used only for the
                           purpose of verifying Licensee Party's compliance with
                           quality control. The parties shall mutually agree
                           upon and comply with guidelines for reasonable usage
                           of the Marks.

                  B)       All goodwill arising from License Party's use, or use
                           by a sublicense, of Granting Party Marks shall inure
                           solely to the benefit of the Granting Party and
                           neither during, nor after, termination of this
                           Agreement shall a Licensee Party or any sublicensee
                           assert any claim to such goodwill. Additionally, each
                           such Licensee Party and sublicensee agrees not to
                           take any action that would be detrimental to the
                           goodwill associated with such Marks.

                  If a Granting Party of a Mark shall give written notice to a
                  Licensee Party of the Licensee Party's material failure (or
                  the material failure of any of its sublicensees) to maintain
                  or observe the requisite quality controls set forth above and
                  if, within sixty (60) days of Licensee Party's receipt of such
                  notice, (i) the failure has not been cured or (ii) a
                  reasonable plan of cure has not been presented by the Licensee
                  Party to the Granting Party and the Licensee Party (or
                  sublicensee) of the Mark in breach has not begun to implement
                  such plan, then the Granting Party may suspend all rights for
                  use of said Mark by the relevant Licensee Party or sublicensee
                  until such time as such failure is cured. If a plan of cure is
                  implemented and has not resulted in a cure within one (1) year
                  of notice of material failure, the license of such Mark to
                  such user shall terminate. If a license to a Licensee Party
                  sublicensee is so terminated, such Licensee Party may not
                  issue a new sublicense for a Mark to such sublicensee without
                  prior written consent of the Granting Party.

(d)      Patents. (i) FNT hereby grants to FNF an irrevocable, non-terminable,
         non-exclusive, worldwide, royalty-free license, to use, sublicense,
         make, create improvements of, market, sell, offer for sale, and exploit
         any other rights of ownership now existing or hereafter created with
         respect to goods and services using or arising from processes or
         inventions subject to patents owned by a member of the FNT Group and
         listed on Schedule 2(d) hereto (the "FNT Patents") subject to the terms
         and conditions hereof.

         (ii) FNF hereby grants to FNT an irrevocable, non-terminable,
         non-exclusive, worldwide, royalty-free license, to use, sublicense,
         make, create improvements of, market, sell and

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         exploit any other rights of ownership now existing or hereafter created
         with respect to goods and services using or arising from processes
         subject to patents owned by a member of the FNF Group and listed on
         Schedule 2(d) hereto (the "FNF Patents") subject to the terms and
         conditions hereof.

(e)      Trade Secrets/Know-How. (i) FNT hereby grants to FNF an irrevocable,
         non-terminable (except as set forth herein), non-exclusive, worldwide,
         royalty-free license, to use, sublicense, make, create improvements of,
         market, sell and exploit any other rights of ownership now existing or
         hereafter created with respect to goods and services using or arising
         from know-how or trade secrets owned by a member of the FNT Group and
         used by a member of the FNF Group prior to the Effective Date (the "FNT
         Trade Secrets"), subject to the terms and conditions hereof.

         (ii) FNF hereby grants to FNT an irrevocable, non-terminable (except as
         set forth herein), non-exclusive, worldwide, royalty-free license, to
         use, sublicense, make, create improvements of, market, sell and exploit
         any other rights of ownership now existing or hereafter created with
         respect to goods and services using or arising from trade secrets or
         know-how owned by a member of the FNF Group and used by a member of the
         FNT Group prior to the Effective Date (the "FNF Trade Secrets"),
         subject to the terms and conditions hereof.

(f)      Intellectual Property. The Patents, Marks and Copyrights shall be
         collectively termed the "Intellectual Property" and the Intellectual
         Property owned by FNF or FNT shall be termed, respectively, the "FNF
         Intellectual Property" and the "FNT Intellectual Property."

(g)      Sublicense Limitations. Each grant hereunder is subject to the right of
         sublicense (without further consent from the Granting Party) in
         accordance with the following limitations:

         (i) Sublicenses may be granted hereunder by a Licensee Party solely to
         members of the Licensee Party Group, effective upon written notice to
         the Granting Party, which notice discloses the specific Intellectual
         Property or Trade Secret that has been sublicensed and the name and
         address of the sublicensee. A Licensee Party, who prior to the
         Effective Date, granted or whose members of the Licensee Party Group
         granted sublicenses of Intellectual Property outside of the Licensee
         Party Group to their respective end-user customers and/or resellers
         (which resellers are not Competitors of the Granting Party) as part of
         the normal conduct of their respective businesses or who can show that
         it or members of the Licensee Party Group were planning within the
         first year after the Effective Date to grant sublicenses of
         Intellectual Property to their respective end-user customers and/or
         resellers (which resellers are not Competitors of the Granting Party)
         as part of the normal conduct of their respective businesses (all such
         end-users and resellers are, collectively, the "Permitted
         Sublicensees"), may grant or permit sublicenses within the Licensee
         Party Group to grant further sublicenses of such Intellectual Property
         as had previously been so granted or as had been planned to be so
         granted within the first year after the Effective Date as part of such
         normal conduct of business to Permitted Sublicensees upon written
         notice to the Granting Party, which notice shall disclose the specific
         Intellectual Property that has been sublicensed and the name and
         address of the

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         Permitted Sublicensee. A Licensee Party shall not grant sublicenses,
         directly or indirectly, of the Intellectual Property of the Granting
         Party to a Competitor of the Granting Party; provided that the Licensee
         Party can grant a sublicense to a Competitor of a Granting Party for
         Copyrights or Patents of the Granting Party solely for the benefit of
         Licensee Party's internal business or the business of the members of
         the Licensee Party Group. In no event shall a Licensee Party grant
         sublicenses, directly or indirectly, of the Trade Secrets of the
         Granting Party to a Competitor of the Granting Party or otherwise
         provide access to the Trade Secrets of the Granting Party to a
         Competitor of the Granting Party.

         (ii) Except as otherwise set forth in Schedule 2(b), (c), or (d)
         hereto, which may be amended in accordance with Section 2(h), or as
         permitted by Section 2(g)(i), a Licensee Party may grant sublicenses to
         any Person who is not in the Licensee Party Group only upon prior
         written consent of the Granting Party. Except as otherwise set forth in
         Schedule 2(b), (c) or (d) hereto, which may be amended in accordance
         with Section 2(h), or as permitted by Section 2(g)(i), if a Licensee
         Party proposes to sublicense any Intellectual Property licensed to it
         hereunder to a Person outside its Group and who is a Permitted
         Sublicensee, the Granting Party shall consider such proposal in good
         faith and may approve same on such conditions as it deems appropriate
         in its reasonable business judgment.

         (iii) The Licensee Party agrees to impose, on each of its sublicensees,
         obligations to comply with the terms of this Agreement, including
         without limitation, obligations regarding confidentiality and the
         return and/or destruction of Trade Secrets and related documents and
         materials pursuant to Section 8 hereof and shall not permit any
         sublicensee to grant further sublicenses without the prior written
         approval of the Granting Party.

         (iv) Any sublicense of a Copyright or Patent shall include provisions
         to enable the sublicensee's compliance with Section 3(d) below.

         (v) A Licensee Party (A) shall be and remain liable to the Granting
         Party for each sublicensee of the Licensee Party and any breach of the
         terms of the applicable sublicense and this Agreement and (B) shall use
         its commercially reasonable best efforts to minimize any damage
         (current and prospective) done to the Granting Party as a result of any
         such breach.

         (vi) Any other limitations set forth in Schedule 2(b), (c) and (d)
         shall apply with respect to all sublicenses.

(h)      Schedule Changes. At any time prior to six months after the Change of
         Control of FNT, Schedules 2(b), (c) and (d) shall be amended from time
         to time, by one party giving written notice to the other, to add,
         modify or delete (i) any FNF Intellectual Property that is a Patent or
         Copyright (other than data and software with substantial commercial
         value) that any member of the FNT Group was using prior to becoming an
         FNT Subsidiary and which is necessary to the business of such member
         unless such addition would be prohibited by any enforceable obligation
         of FNF prior to the date hereof, in which event

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         the parties will take all commercially reasonable efforts to enable the
         addition, in each case with such addition having retroactive effect to
         the Effective Date, and (ii) any FNT Intellectual Property that is a
         Patent or Copyright (other than data and software with substantial
         commercial value) that any member of the FNF Group was using prior to
         the Effective Date which is necessary to the business of such member,
         unless such addition would be prohibited by any other enforceable
         obligation of FNT prior to the date hereof, in which event the parties
         will take all commercially reasonable efforts to enable the addition,
         in each case with such addition having retroactive effect to the
         Effective Date.

(i)      If, within one year from the Effective Date, a Party identifies a
         copyright, patent or mark owned by a member of the other Party's Group
         prior to the Effective Date and not scheduled hereunder which would
         otherwise qualify as Intellectual Property, but which such Party was
         not using before the Effective Date, which it (or a member of its
         Group) deems useful in its business, the Party which owns (or a member
         of whose Group owns) such item of intellectual property agrees to
         negotiate in good faith to arrive at reasonable commercial terms of a
         license but, for the avoidance of doubt, is not bound to conclude a
         license.

(j)      In the event of a conflict or inconsistency between the terms of this
         Agreement and any other Intercompany Agreement concerning or
         implicating the licensing of Patents, Copyrights or Trade Secrets, the
         terms of such Intercompany Agreement will govern. In the event of a
         conflict or inconsistency between the terms of this Agreement and any
         other Intercompany Agreement entered between a member of FNF Group and
         FNT Group as of or within six months following the Effective Date
         concerning the licensing of Marks, the terms of this Agreement will
         govern.

3.       COPIES; DERIVATIVE WORKS; IMPROVEMENTS

(a)      In addition to any copies of Intellectual Property that a Licensee
         Party or its sublicensee may make as otherwise permitted hereunder, a
         Licensee Party or its sublicensee may make such number of copies of
         Intellectual Property as reasonably deemed necessary by it for backup
         or disaster recovery. No Licensee Party shall remove, obscure or
         materially vary (or permit its sublicensee to remove, obscure or
         materially vary) any notice of copyright, trademark, patent or other
         intellectual property right from any Intellectual Property and/or
         copies made by a Licensee Party or its sublicensee, and each Licensee
         Party shall reproduce (or cause its sublicense to reproduce) on each
         whole or partial copy of Intellectual Property (and on containers or
         wrappers thereof) such notices as have been placed on such Intellectual
         Property by the entity owning such Intellectual Property (or
         otherwise). Copies of Intellectual Property shall be subject to the
         terms and conditions of this Agreement.

(b)      Except as expressly provided herein to the contrary, in no event shall
         a Licensee Party or its sublicensee create, register or use, as a
         trademark, any alteration or variation of any Granting Party Mark
         without the prior written approval of the Granting Party, not to be
         unreasonably withheld.

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(c)      Title to a derivative work created pursuant to the Master IT Services
         Agreement shall be determined solely pursuant to the Master IT Services
         Agreement and shall not be deemed a derivative work under this
         Agreement. Except pursuant to the foregoing, if a Licensee Party or its
         sublicensee of any Granting Party Copyright creates a derivative work
         of the work subject to such Granting Party Copyright, then the Licensee
         Party or its sublicensee shall be the owner of the derivative work (but
         not the owner of the underlying Granting Party Copyright).

(d)      Except to the extent set forth in the Master IT Services Agreement (in
         which case the Master IT Services Agreement shall be determinative), if
         a Licensee Party (or its sublicensee hereunder) of a Patent invents an
         improvement thereon, whether patented, patent pending or maintained as
         a trade secret, then such Licensee Party or its sublicensee shall be
         the owner of such improvement (but not the owner of the underlying
         Patent). However, each Party shall provide and assure (by appropriate
         terms in any sublicense) that patents which are improvements on any
         Patent licensed hereunder, having a filing date in any jurisdiction on
         or before the fifth anniversary of the Effective Date, shall not be
         asserted against either Party hereto or members of its Group. Such
         Licensee Party or its sublicensee, as the case may be, shall have no
         duty to prosecute a patent or patents on any such improvements, nor
         shall it have any claim for reimbursement from any Granting Party or
         Granting Party licensor for costs it may have incurred in investigating
         or pursuing patent protection for such improvement.

(e)      If FNT wishes to use a trademark or service mark containing the words
         "Fidelity" or "Fidelity National" (each, a "Fidelity Mark"), it may do
         so pursuant to the grant in Section 2(c) of this Agreement; provided
         that FNF has not filed an intent to use application on the FNT-proposed
         mark. If FNT wishes to register a Fidelity Mark, it shall request FNF,
         in writing, to prosecute and maintain such registration, in FNF's name,
         and FNT shall reimburse FNF for all reasonable out of pocket expenses
         incurred by FNF in connection therewith. FNF shall expeditiously
         prosecute such Fidelity Mark in FNF's name, provided that FNF has
         neither filed an intent to use registration on the proposed mark nor
         uses the proposed mark in commerce. To the extent that, in any
         jurisdiction outside the United States, FNT, as a licensee, may
         prosecute its own trademark or service mark application for any
         Fidelity Mark, it may do so upon written notice to FNF.

(f)      Subject to the limitations set forth in Section 3(b) above, to minimize
         dilution of the Fidelity Marks, if FNT elects to use a Fidelity Mark
         together with a logo similar to a house silhouetted against a
         cityscape, then FNT shall use such mark in a manner as similar to that
         in which FNF uses its comparable mark as possible including without
         limitation, the color scheme, type face and relative sizes.

4.       OWNERSHIP

(a)      For clarification purposes, all FNF Intellectual Property and any FNF
         Trade Secret shall at all times be exclusively owned, as between the
         Parties, by FNF, and the entities within the FNT Group shall have no
         rights, title or interest therein, other than the rights set forth in
         this Agreement.

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(b)      For clarification purposes, all FNT Intellectual Property and any FNT
         Trade Secret shall at all times be exclusively owned, as between the
         Parties, by FNT, and the entities within the FNF Group shall have no
         rights, title or interest therein, other than the rights set forth in
         this Agreement.

(c)      For clarification purposes, a Party may sell or otherwise encumber or
         cause to sell or be encumbered (i) the Intellectual Property that it or
         a member of its Group (FNF Group or FNT Group, as applicable) owns or
         (ii) any Trade Secret that it or a member of its Group (FNF Group or
         FNT Group, as applicable) owns; subject, however, to the licenses
         granted hereunder.

5.       DELIVERY

(a)      Upon the Effective Date, or as promptly as practicable thereafter, FNF
         shall deliver or cause to be delivered to FNT copies of the FNF
         Intellectual Property in such numbers and forms or formats as
         reasonably requested by FNT.

(b)      Upon the Effective Date, or as promptly as practicable thereafter, FNT
         shall deliver to FNF the FNT copies of the FNT Intellectual Property in
         such numbers and forms or formats as agreed by the Parties reasonably
         requested by FNF.

6.       ENFORCEMENT; INFRINGEMENT

(a)      Each Party will notify the other Party promptly of any acts of
         infringement or unfair competition with respect to Granting Party's
         Intellectual Property or Trade Secrets of which a Party or any
         sublicensee of that Party becomes aware or obtains actual knowledge
         alleging in writing that the Granting Party's Intellectual Property or
         Trade Secrets or its use infringes the rights of a third party or
         constitutes unfair competition. In such event, the Parties will
         cooperate and cause their applicable sublicensees to cooperate, at each
         Party's own expense, with the other Party to defend or prosecute the
         claim. All costs and expenses of defending or prosecuting any such
         action or proceeding, together with any recovery therefrom, will be
         borne by and accrue to the applicable Party or sublicensee that is
         party to the action or proceeding. FNF shall not initiate any
         litigation or proceeding with regard to infringement of or unfair
         competition with respect to the Fidelity Marks without the consent of
         FNT, which consent will not be unreasonably withheld.

(b)      Each of FNF and FNT, as the case may be, will enforce any applicable
         contract rights relating to breach of a sublicense issued pursuant
         hereto relating to the Intellectual Property rights or Trade Secrets of
         the other Party. In the event that either FNF or FNT commences a
         proceeding or any other form of action for such purposes, FNF or FNT,
         as applicable, will cause the entities within the FNT Group or the FNF
         Group, respectively, to reasonably cooperate, at their own expense,
         with such entity to prosecute such action or proceeding. All costs and
         expenses of any such action or proceeding, together with any recovery
         therefrom, will be borne by and accrue to the applicable entity within
         the proceeding Party.

                                       10

<PAGE>

7.       LIMITATIONS

(a)      EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, ANY LICENSE GRANTED
         HEREUNDER IS "AS IS"; NEITHER PARTY (NOR ANY PERSON WITHIN THE FNF
         GROUP OR THE FNT GROUP), NOR ANY OF THEIR RESPECTIVE OFFICERS,
         DIRECTORS EMPLOYEES OR AGENTS MAKES ANY REPRESENTATION OR WARRANTY,
         EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, WITH RESPECT TO
         INTELLECTUAL PROPERTY, TRADE SECRETS OR THE LICENSES GRANTED OR MADE
         HEREUNDER, INCLUDING ANY REPRESENTATION AS TO: (i) A PARTY'S RIGHT TO
         GRANT LICENSES, (ii) THE SCOPE OF MARKS FOR ANY SPECIFIC GOODS OR
         SERVICES OR RIGHTS IN INTELLECTUAL PROPERTY OR TRADE SECRETS IN ANY
         SPECIFIC JURISDICTIONS, OR (iii) THE TITLE OF SUCH INTELLECTUAL
         PROPERTY OR TRADE SECRET OR ABSENCE OF ANY THIRD PARTY INFRINGEMENT OF
         SUCH INTELLECTUAL PROPERTY OR TRADE SECRET. NEITHER PARTY UNDERTAKES
         ANY COMMITMENT TO MAINTAIN OR DEFEND ITS INTELLECTUAL PROPERTY OR TRADE
         SECRET.

(b)      IN NO EVENT WILL EITHER PARTY HEREUNDER BE LIABLE TO THE OTHER PARTY
         HEREUNDER FOR DAMAGES IN THE FORM OF SPECIAL, INCIDENTAL, PUNITIVE,
         INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOST PROFITS, LOST
         SAVINGS, LOSS OF BUSINESS, DATA, GOODWILL OR OTHERWISE, WHETHER IN
         CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS
         AGREEMENT, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED IN ADVANCE OF THE
         POSSIBILITY OF SUCH DAMAGES.

8.       CONFIDENTIALITY

(a)      Confidential Information. Each Party shall use, and shall cause its
         sublicensees to use, at least the same standard of care in the
         protection of Confidential Information of the other Party as it uses to
         protect its own confidential or proprietary information of a similar
         nature (provided that such Confidential Information shall be protected
         in at least a reasonable manner). For purposes of this Agreement,
         "Confidential Information" includes (1) all confidential or proprietary
         information and documentation of either Party, all reports, exhibits
         and other documentation, any financial information and (2) any FNT
         Trade Secrets and FNF Trade Secrets. Each Party shall use the
         Confidential Information of the other Party only in connection with the
         purposes of this Agreement, including resolution of any Disputes in
         accordance with Section 9, and shall make such Confidential Information
         available, and shall cause its sublicensees to make such Confidential
         Information available, only to their respective employees,
         subcontractors, or agents having a "need to know" with respect to such
         purpose. Each Party shall advise, and shall cause its sublicensees to
         advise, their respective employees, subcontractors, and agents of such
         Party's obligations under this Agreement. Except as otherwise required
         by the terms of this Agreement (including Section 10) or applicable law
         or national stock exchange rule, in the event of the expiration of this
         Agreement or termination of this Agreement for any reason all
         Confidential Information of a Party disclosed to, and all

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<PAGE>

         copies thereof made by, the other Party or the other Party's
         sublicensees shall be returned to the disclosing Party or, at the
         disclosing Party's option, erased or destroyed. The Party receiving the
         Confidential Information (or its sublicensee that received the
         Confidential Information) shall provide to the disclosing Party
         certificates evidencing such destruction. The obligations in this
         Section 8(a) will not restrict disclosure by a Party or its sublicensee
         pursuant to applicable law, or by order or request of any court or
         government agency; provided that, prior to such disclosure the
         receiving Party or its sublicensee shall (i) immediately give notice to
         the disclosing Party and (ii) cooperate with the disclosing Party in
         challenging the right to such access and (iii) only provide such
         information as is required by law, such order or a final,
         non-appealable ruling of a court of proper jurisdiction or with the
         written consent of the disclosing Party. Confidential Information of a
         Party will not be afforded the protection of this Agreement if such
         Confidential Information was (A) developed by the other Party or its
         sublicensees independently as shown by its written business records
         regularly kept, (B) rightfully obtained by the other Party or its
         sublicensees without restriction from a third party, (C) publicly
         available other than through the fault or negligence of the other Party
         or its sublicensees, or (D) released by the disclosing Party without
         restriction to anyone.

(b)      Unauthorized Acts. Each Party shall and shall cause its sublicensees
         to: (1) notify the other Party promptly of any unauthorized possession,
         use, or knowledge of any Confidential Information of the other Party by
         any Person which shall become known to it, any attempt by any Person to
         gain possession of Confidential Information of the other Party without
         authorization or any attempt to use or acquire knowledge of any
         Confidential Information without authorization (collectively,
         "Unauthorized Access"), (2) promptly furnish to the other Party full
         details of the Unauthorized Access and use reasonable efforts to assist
         the other Party in investigating or preventing the reoccurrence of any
         Unauthorized Access, (3) cooperate with the other Party in any
         litigation and investigation against third parties deemed necessary by
         such Party to protect its proprietary rights, and (4) promptly take
         affirmative action to prevent a reoccurrence of any such Unauthorized
         Access.

9.       DISPUTE RESOLUTION

(a)      Amicable Resolution. The Parties mutually desire that friendly
         collaboration will continue between them. Accordingly, they will try to
         resolve in an amicable manner all disagreements and misunderstandings
         connected with their respective rights and obligations under this
         Agreement, including any amendments hereto. In furtherance thereof, in
         the event of any dispute or disagreement (a "Dispute") between the
         Parties in connection with this Agreement (including, without
         limitation, any use of a Granting Party's Intellectual Property or
         Trade Secret by the Licensee Party Group or the compliance of the
         Licensee Party Group with terms of Section 2(c)(iii)), then the
         Dispute, upon written request of either Party, will be referred for
         resolution to the General Counsels of the Parties, which General
         Counsels will have ten (10) days to resolve such Dispute.

(b)      Mediation. In the event any Dispute cannot be resolved in a friendly
         manner as set forth in Section 9(a), the Parties intend that such
         Dispute be resolved by mediation. If the

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<PAGE>

         General Counsels of the Parties are unable to resolve the Dispute as
         contemplated by Section 9(a), either Party may demand mediation of the
         Dispute by written notice to the other in which case the two Parties
         will select a single mediator within ten (10) days after the demand.
         Neither Party may unreasonably withhold consent to the selection of the
         mediator. Each Party will bear its own costs of mediation but both
         Parties will share the costs of the mediator equally.

(c)      Arbitration. In the event that the Dispute is not resolved pursuant to
         Section 9(a) or through mediation pursuant to Section 9(b), the latter
         within thirty (30) days of the submission of the Dispute to mediation,
         either Party involved in the Dispute may submit the dispute to binding
         arbitration pursuant to this Section 9(c). All Disputes submitted to
         arbitration pursuant to this Section 9(c) shall be resolved in
         accordance with the Commercial Arbitration Rules of the American
         Arbitration Association, unless the Parties involved mutually agree to
         utilize an alternate set of rules, in which event all references herein
         to the American Arbitration Association shall be deemed modified
         accordingly. Expedited rules shall apply regardless of the amount at
         issue. Arbitration proceedings hereunder may be initiated by either
         Party making a written request to the American Arbitration Association,
         together with any appropriate filing fee, at the office of the American
         Arbitration Association in Orlando, Florida. All arbitration
         proceedings shall be held in the city of Jacksonville, Florida in a
         location to be specified by the arbitrators (or any place agreed to by
         the Parties and the Arbitrator). The arbitration shall be by a single
         qualified arbitrator experienced in the matters at issue, such
         arbitrator to be mutually agreed upon by the Parties. If the Parties
         fail to agree on an arbitrator thirty (30) days after notice of
         commencement of arbitration, the American Arbitration Association
         shall, upon the request of any Party to the dispute or difference,
         appoint the arbitrator. Any order or determination of the arbitral
         tribunal shall be final and binding upon the Parties to the arbitration
         as to matters submitted and may be enforced by any Party to the Dispute
         in any court having jurisdiction over the subject matter or over any of
         the Parties. All costs and expenses incurred in connection with any
         such arbitration proceeding (including reasonable attorneys' fees)
         shall be borne by the Party incurring such costs. The use of any
         alternative dispute resolution procedures hereunder will not be
         construed under the doctrines of laches, waiver or estoppel to affect
         adversely the rights of either Party.

(d)      Non-Exclusive Remedy. FNF and FNT acknowledge and agree that money
         damages would not be a sufficient remedy for any breach of this
         Agreement by either Party or misuse of FNF Intellectual Property or FNF
         Trade Secret or FNT Intellectual Property or FNT Trade Secret within
         the FNF Group or the FNT Group, as the case may be, or the Confidential
         Information of FNF or FNT, as the case may be. Accordingly, nothing in
         this Section 9 will prevent either Party from immediately seeking
         injunctive or interim relief in the event (A) of any actual or
         threatened breach of any confidentiality provisions of this Agreement
         or (B) that the Dispute relates to, or involves a claim of, actual or
         threatened infringement of intellectual property. All actions for such
         injunctive or interim relief shall be brought in a court of competent
         jurisdiction in accordance with Section 11(f). Such remedy shall not be
         deemed to be the exclusive remedy for breach of this Agreement.

                                       13

<PAGE>

(e)      Commencement of Dispute Resolution Procedure. Notwithstanding anything
         to the contrary in this Agreement, the Parties, but none of their
         respective Subsidiaries, are entitled to commence a dispute resolution
         procedure under this Agreement, whether pursuant to this Section 9 or
         otherwise, and each Party will cause its respective Subsidiaries not to
         commence any dispute resolution procedure other than through such Party
         as provided in this Section 9.

10.      TERM AND TERMINATION

(a)      Individual Terminations. This Agreement shall be construed as a
         separate and independent agreement for each and every Copyright, Mark
         or Patent provided for hereunder. Any termination of a license or
         sublicense for any particular Mark shall not terminate any licenses or
         sublicenses hereunder with regard to other Marks. Termination of a
         sublicense of a Mark shall not terminate sublicenses to other
         sublicensees or to other Marks.

(b)      Automatic Renewals of Marks Licenses; Termination for Sale. Subject to
         termination rights set forth in Section 2(c), the license of Marks
         hereunder shall continue for successive twenty (20) year terms,
         renewing automatically unless all of the Marks have been abandoned.
         Notwithstanding the foregoing, all licenses of Marks hereunder from FNF
         to FNT shall terminate automatically upon a Change of Control of FNT,
         subject to the transition period described in Section 10(e).

(c)      Termination as a result of Disaffiliation. If a member of a Licensee
         Party Group ceases to be a member of the Licensee Party Group, then all
         sublicenses from the Licensee Party to such member granted pursuant to
         the Licensee Party's rights under Section 2 shall terminate, subject to
         the transition period described in Section 10(e).

(d)      Termination for Insolvency. (i) In the event that either Party or, if
         applicable, the subsidiary of such Party to which a sublicense
         hereunder has been granted:

                  A)       shall admit in writing its inability to, or be
                           generally unable to, pay its debts as such debts
                           become due; or

                  B)       shall (1) apply for or consent to the appointment of,
                           or the taking of possession by, a receiver,
                           custodian, trustee, examiner or liquidator of itself
                           or of all or a substantial part of its property or
                           assets, (2) make a general assignment for the benefit
                           of its creditors, (3) commence a voluntary case under
                           the Bankruptcy Code, (4) file a petition seeking to
                           take advantage of any other law relating to
                           bankruptcy, insolvency, reorganization, liquidation,
                           dissolution, arrangement or winding-up, or
                           composition or readjustment of debts, (5) fail to
                           controvert in a timely and appropriate manner, or
                           acquiesce in writing to, any petition filed against
                           it in an involuntary case under the Bankruptcy Code
                           or (6) take any corporate, partnership or other
                           action for the purpose of effecting any of the
                           foregoing;

           then the other Party may, by giving notice thereof to such Party,
           exercise any termination right, and such termination shall become
           effective as of the date specified

                                       14

<PAGE>

         in such termination notice; provided that where the conditions of this
         subsection 10(d)(i) are met only as to a subsidiary of such Party to
         which a sublicense hereunder has been granted, then the other Party's
         rights of termination are limited only to such subsidiary.

         (ii)     In the event that:

                  A)       a proceeding or case shall be commenced, without the
                           application or consent of a Party or, if applicable,
                           the subsidiary of such Party to which a sublicense
                           hereunder has been granted, in any court of competent
                           jurisdiction, seeking (i) its reorganization,
                           liquidation, dissolution, arrangement or winding-up,
                           or the composition or readjustment of its debts under
                           the Bankruptcy Code, (ii) the appointment of a
                           receiver, custodian, trustee, examiner, liquidator or
                           the like of such Party, or, if applicable, of such
                           subsidiary, or of all or any substantial part of its
                           property or assets under the Bankruptcy Code or (iii)
                           similar relief in respect of such Party or, if
                           applicable, such subsidiary under any law relating to
                           bankruptcy, insolvency, reorganization, winding-up,
                           or composition or adjustment of debts, and such
                           proceeding or case shall continue undismissed, or an
                           order, judgment or decree approving or ordering any
                           of the foregoing shall be entered and continue
                           unstayed and in effect, for a period of sixty (60)
                           days or more days; or

                  B)       an order for relief against such Party shall be
                           entered in an involuntary case under the Bankruptcy
                           Code, which shall continue in effect for a period
                           of sixty (60) days or more;

         then the other Party may, by giving notice thereof to such Party,
         exercise any termination right, and such termination shall become
         effective as of the date specified in such termination notice; provided
         that where the conditions of this subsection 10(d)(ii) are met only as
         to a subsidiary of such Party to which a sublicense hereunder has been
         granted, then the other Party's rights of termination are limited only
         to such subsidiary.

(e)      Events on Termination.

         (i) Upon any termination or expiration of any licenses or sublicenses
         for Marks granted under this Agreement: (A) where FNF is the Granting
         Party, FNT shall, and shall cause its applicable sublicensees to,
         promptly cease all use of the applicable Marks; provided that in the
         event of such termination by reason of a Change in Control pursuant to
         Section 10(b), FNF shall provide written notice to FNT of the
         termination of all licenses and sublicenses of Marks hereunder, with
         such termination to be effective at the end of a transition period of
         one (1) year from the date of such notice, and upon such termination,
         FNT shall have ceased and shall have caused its sublicensees to cease,
         all use of the applicable Marks; and (B) where FNT is the Granting
         Party, FNF shall, and shall cause its applicable sublicensees, to
         promptly cease, all use of the applicable Marks.

         (ii) The termination of licenses and sublicenses of Patents and
         Copyrights pursuant to Section 10(c) shall be effective at the end of a
         transition period of one (1) year from the

                                       15

<PAGE>

         date that the former member of a Licensee Party Group ceased to be a
         member of the Licensee Party Group, and upon such termination, the
         Licensee Party shall have caused the former member of the Licensee
         Party Group to cease all use of the Patents and Copyrights.

(f)      Abandonment. If FNF or a transferee intends to abandon all use of all
         marks containing the word "Fidelity," then FNF or such transferee shall
         provide written notice to FNT of its intention to abandon such marks
         simultaneously with its providing of a similar written notice to
         Fidelity National Information Services, Inc. ("FIS") pursuant to the
         terms of that certain Intellectual Property Cross License Agreement
         dated as of March 4, 2005 (the "FIS Cross License"), whereupon, subject
         to the superseding rights of FIS under the FIS Cross License, FNT will
         have a right to make an offer for the assignment of such marks and FNF
         will negotiate in good faith, solely with FNT, for the subsequent
         thirty (30) days, to conclude a mutually satisfactory transaction with
         respect to such assignment. If, at any time after providing such notice
         of its intention to abandon such marks, FNF or a transferee proposes to
         assign such marks, or any significant subset thereof, to a Person not
         affiliated with FNF or such transferee, FNT shall be extended a right
         of first refusal to acquire any transferable rights that FNF may have
         in such marks, which right shall be for a thirty (30) day period from
         the date of receipt of written notice of such proposal to assign such
         marks. If prior to expiration of the 30 day period, FNT has not
         provided written notice to FNF of its agreement to exercise such right,
         FNF or a transferee may offer or assign such Marks to any other Person.

(g)      Termination of Trade Secret Licenses.

         (i) If, upon a Change of Control of FNT, FNF reasonably believes that
         any FNF Trade Secrets primarily related to the business of FNF may
         become available to a Competitor of FNF, FNF may withdraw from the
         license granted hereunder such FNF Trade Secrets upon a reasonable
         transition period for FNT to develop or acquire replacement know-how or
         trade secrets, provided that FNF compensates FNT in full for any loss
         or expenses that FNT bears in connection with such withdrawal.

         (ii) If, upon a Change of Control of FNT, FNT reasonably believes that
         any FNT Trade Secrets primarily related to the business of FNT may
         become available to a Competitor of FNT, FNT may withdraw from the
         license granted hereunder such FNT Trade Secrets upon a reasonable
         transition period for FNF to develop or acquire replacement know-how or
         trade secrets, provided that FNT compensates FNF in full for any loss
         or expenses that FNT bears in connection with such withdrawal.

(h)      Survival. The terms of the last sentence of 2(g)(i) and all of Sections
         4, 7, 8, 9, 10(e), 10(g), 10(h) and 11 shall survive termination of
         this Agreement or any licenses or sublicenses granted hereunder.

11.       MISCELLANEOUS PROVISIONS

(a)      Relationship of the Parties. It is expressly understood and agreed that
         FNF and FNT are not partners or joint venturers, and nothing contained
         herein is intended to create an

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<PAGE>

         agency relationship or a partnership or joint venture with respect to
         rights granted herein. With respect to this Agreement, neither Party is
         an agent of the other and neither Party has any authority to represent
         or bind the other Party as to any matters, except as authorized herein
         or in writing by such other Party from time to time.

(b)      Employees. As between the Parties, each Party shall be responsible for
         payment of compensation to its employees those of its subsidiaries, for
         any injury to them in the course of their employment, and for
         withholding or payment of all federal, state and local taxes or
         contributions imposed or required under unemployment insurance, social
         security and income tax laws with respect to such persons.

(c)      Assignment. Neither Party may assign, transfer or convey any right,
         obligation or duty, under this Agreement (other than those rights as
         between the Parties explicitly set forth herein) without the prior
         written consent of the other Party.

(d)      Severability. In the event that any one or more of the provisions
         contained herein shall for any reason be held to be unenforceable in
         any respect under law, such unenforceability shall not affect any other
         provision of this Agreement, and this Agreement shall be construed as
         if such unenforceable provision or provisions had never been contained
         herein.

(e)      Third Party Beneficiaries. Subject to the final sentence of Section
         11(j), the provisions of this Agreement are for the benefit of the
         Parties and their affiliates and not for any other Person. However,
         subject to the final sentence of Section 11(j), should any third party
         institute proceedings, this Agreement shall not provide any such Person
         with any remedy, claim, liability, reimbursement, cause of action, or
         other right.

(f)      Governing Law. This Agreement shall be governed by and construed in
         accordance with the laws of the State of Florida, without giving effect
         to such State's laws and principles regarding the conflict of laws.
         Subject to Section 9, if any Dispute arises out of or in connection
         with this Agreement, except as expressly contemplated by another
         provision of this Agreement, the Parties irrevocably (a) consent and
         submit to the exclusive jurisdiction of federal and state courts
         located in Jacksonville, Florida, (b) waive any objection to that
         choice of forum based on venue or to the effect that the forum is not
         convenient and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY
         RIGHT TO TRIAL OR ADJUDICATION BY JURY.

(g)      Executed in Counterparts. This Agreement may be executed in
         counterparts, each of which shall be an original, but such counterparts
         shall together constitute but one and the same document. The Parties
         may elect to rely upon facsimile signatures but shall promptly, at the
         request of either Party at any time prior to the first anniversary
         hereof, distribute to the other pages bearing holographic signatures in
         all respects identical to those distributed by facsimile.

(h)      Construction. The headings and numbering of articles, sections and
         paragraphs in this Agreement are for convenience only and shall not be
         construed to define or limit any of the terms or affect the scope,
         meaning, or interpretation of this Agreement or the

                                       17

<PAGE>

         particular Article or Section to which they relate. This Agreement and
         the provisions contained herein shall not be construed or interpreted
         for or against any Party because that Party drafted or caused its legal
         representative to draft any of its provisions. The Exhibits and the
         Schedules to this Agreement that are specifically referred to herein
         are a part of this Agreement as if fully set forth herein. All
         references herein to Articles, Sections, subsections, paragraphs,
         subparagraphs, clauses, Exhibits and Schedules shall be deemed
         references to such parts of this Agreement, unless the context shall
         otherwise require. The inclusion of a matter or item in any Schedule to
         this Agreement shall not, for any purpose of this Agreement, be deemed
         to be the inclusion of such matter or item on any other Schedule to
         this Agreement.

(i)      Entire Agreement. Subject to Section 2(j), this Agreement, including
         all attachments, constitutes the entire Agreement between the Parties
         with respect to the subject matter hereof, and supersedes all prior
         oral or written agreements, representations, statements, negotiations,
         understandings, proposals and undertakings, with respect to the subject
         matter hereof including any earlier license of item(s) of Intellectual
         Property and Trade Secrets by and between a member of the FNF Group and
         a member of the FNT Group.

(j)      Amendments and Waivers. The Parties may amend this Agreement only by a
         written agreement signed by each Party and that identifies itself as an
         amendment to this Agreement. No waiver of any provisions of this
         Agreement and no consent to any default under this Agreement shall be
         effective unless the same shall be in writing and signed by or on
         behalf of the Party against whom such waiver or consent is claimed. No
         course of dealing or failure of any Party to strictly enforce any term,
         right or condition of this Agreement shall be construed as a waiver of
         such term, right or condition. Waiver by either Party of any default by
         the other Party shall not be deemed a waiver of any other default.

(k)      Remedies Cumulative. Unless otherwise provided for under this
         Agreement, all rights of termination or cancellation, or other remedies
         set forth in this Agreement, are cumulative and are not intended to be
         exclusive of other remedies to which the injured Party may be entitled
         by law or equity in case of any breach or threatened breach by the
         other Party of any provision in this Agreement. Unless otherwise
         provided for under this Agreement, use of one or more remedies shall
         not bar use of any other remedy for the purpose of enforcing any
         provision of this Agreement.

(l)      Title 11. The licenses to Intellectual Property granted hereunder are,
         for all purposes of Section 365(n) of Title 11 of the United States
         Code ("Title 11 ") and to the fullest extent permitted by law, licenses
         of rights to "intellectual property" as defined in Title 11. All
         Parties agree that the licensee of any rights under this Agreement
         shall retain and may fully exercise all of its applicable rights and
         elections under Title 11.

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<PAGE>


(m)      UN Convention Disclaimed. The United Nations Convention on Contracts
         for the International Sale of Goods is specifically excluded from
         application to this Agreement.

         IN WITNESS WHEREOF, the Parties have executed this Assignment as of the
date first above written.



                                   FIDELITY NATIONAL FINANCIAL, INC.


                                   By       /s/ Todd C. Johnson
                                     -------------------------------------
                                            Todd C. Johnson
                                            Senior Vice President


                                   FIDELITY NATIONAL TITLE GROUP, INC.


                                   By       /s/ Raymond R. Quirk
                                     -------------------------------------
                                            Raymond R. Quirk
                                            Chief Executive Officer

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