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                                                                   Exhibit 10.14

                                                                        NOVATION

                         LICENSE AND SERVICES AGREEMENT

         This License and Services Agreement (the "Agreement") is effective as
of September 27, 2005 ("Effective Date") by and between FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation ("FIS"), and FIDELITY
NATIONAL TITLE GROUP, INC, a Delaware corporation ("FNT").

         WHEREAS, FIS previously entered into a certain Stock Purchase
Agreement, dated as of December 23, 2004 (the "Stock Purchase Agreement"), with
Fidelity National Financial, Inc., a Delaware corporation ("FNF"), pursuant to
which certain purchasers (the "Purchasers") purchased from FIS 50,000,000 shares
of FIS' common stock, subject to the terms and conditions of the Stock Purchase
Agreement; and

         WHEREAS, a condition to the closing of the transactions contemplated by
the Stock Purchase Agreement required that FIS and FNF enter into certain
Intercompany Agreements (as defined in the Stock Purchase Agreement), and that
the form and substance of such Intercompany Agreements be satisfactory to the
Parties and the representatives of the Purchasers; and

         WHEREAS, FIS previously entered into a License and Services Agreement
dated as of March 4, 2005 (the "FNF Agreement") with FNF, as the parent company
of FNT and its subsidiaries, with respect to the use of certain software and the
provision of certain services, as more fully described herein; and

         WHEREAS, pursuant to an Assignment and Assumption Agreement of even
date herewith between FNF and FNT, FNT has assumed, with the consent of FIS, all
of FNF's rights and obligations under the FNF Agreement; and

         WHEREAS, FIS and FNT wish to enter into a novation of the rights and
obligations under the FNF Agreement, as assumed by and assigned to FNT, so that
FNT is the clear party in interest with respect to the license and services to
be provided by FIS, as more particularly described herein;

         NOW THEREFORE, in consideration of the premises, and of the
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 hereto agree as follows:

 1.      DEFINITIONS.

         As used in this Agreement:

         1.1.     "COMPETITOR" means a natural or legal person offering a
                  product that competes with the LSI Processes.

         1.2.     "DAYS" means calendar days, unless otherwise specified.

         1.3.     "DOCUMENTATION" means FIS' standard documentation describing
                  the LSI Processes.


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         1.4.     "ESCALATION PROCEDURES" means the procedures set forth in
                  Section 10.2 of this Agreement.

         1.5.     "GEOGRAPHIC AREA" means the counties listed on Exhibit B
                  attached hereto, as amended from time to time pursuant to
                  Section 6.2 hereof.

         1.6.     "LSI PROCESSES" means those business processes indicated on
                  Exhibit A.

         1.7.     "MODIFICATION" means any customization, enhancement,
                  modification or change made to the LSI Processes and
                  Documentation under this Agreement.

         1.8.     "PERMITTED SUBSIDIARIES" has the meaning set forth in Section
                  3.1(a).

         1.9.     "PROPRIETARY INFORMATION" means all information disclosed by
                  or for FNT or FIS to the other during the negotiations hereof
                  and/or learned by reason of the relationship established
                  hereunder or pursuant hereto, including, without limitation,
                  the LSI Processes, Documentation, Modifications and all
                  information, data and designs related thereto. Information
                  relating to each party's business, plans, affiliates or
                  customers shall also be deemed "Proprietary Information" for
                  purposes of the Agreement. "Proprietary Information" shall
                  also include all "non-public personal information" as defined
                  in Title V of the Gramm-Leach-Bliley Act (15 U.S.C. Section
                  6801, et seq.) and the implementing regulations thereunder
                  (collectively, the "GLB Act"), as the same may be amended from
                  time to time, that FIS receives from or at the direction of
                  FNT and that concerns any of FNT's "customers" and/or
                  "consumers" (as defined in the GLB Act).

         1.10.    "SERVICES" has the meaning set forth in Section 4.1 of this
                  Agreement.

         1.11.    "SUBSIDIARY" means, with respect to any party, any
                  corporation, partnership, company or other entity of which
                  such party 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.

         1.12.    "TERM" has the meaning set forth in Section 6.1 of this
                  Agreement.

 2.      GRANT OF LICENSE.

         2.1.     GRANT. Subject to FNT's full payment, as due, of fees listed
                  in Exhibit D, FIS hereby grants to FNT for the benefit of the
                  Permitted Subsidiaries, and FNT for the benefit of the
                  Permitted Subsidiaries accepts from FIS, a nonexclusive,
                  license (except as otherwise provided for in Section 3 below)
                  for the Term of this Agreement to use the LSI Processes and
                  Documentation for properties with the Geographic Area, subject
                  to the restrictions and obligations set forth herein.

         2.2.     DELIVERY. As requested from time to time, FIS agrees to
                  deliver the LSI Processes and the Documentation to FNT for the
                  benefit of the Permitted Subsidiaries.


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 3.      LICENSE USE RESTRICTIONS.

         3.1.     RESTRICTIONS ON LSI PROCESSES AND DOCUMENTATION.

                  (a)      FNT may not sell, lease, assign, transfer, distribute
                           or sublicense the LSI Processes or Documentation, to
                           any party, except that the LSI Processes and
                           Documentation may be used for the benefit of the
                           Subsidiaries of FNT indicated on Exhibit C hereof
                           (collectively, the "Permitted Subsidiaries").

                  (b)      FNT will not make copies, or similar versions of the
                           LSI Processes or Documentation or any part thereof
                           without the prior written consent of FIS, except in
                           the process of contemplated use, for administrative,
                           archival or disaster recovery backup, and as
                           expressly provided otherwise herein.

                  (c)      FNT may not provide copies of the LSI Processes or
                           Documentation to any person, firm, or corporation not
                           permitted hereunder except as permitted under
                           Sections 3.1 (a) and (b) above, and except as to
                           FNT's or a Permitted Subsidiary's non-Competitor
                           contractors or subcontractors who have executed
                           nondisclosure terms substantially similar to the
                           confidentiality terms herein.

                  (d)      FNT shall not allow any third party to use or have
                           access to the LSI Processes or Documentation for any
                           purpose without FIS' prior written consent except as
                           permitted under Sections 3.1(a) and (b) above, and
                           except as to FNT's or a Permitted Subsidiary's
                           non-Competitor contractors or subcontractors who have
                           executed nondisclosure terms substantially similar to
                           the confidentiality terms herein.

 4.      SERVICES.

         4.1.     PROVISION OF MANAGEMENT SERVICES. During the Term, and subject
                  to the terms and conditions hereof, FIS shall provide (or
                  cause to be provided) all of the services described in this
                  Section 4 to FNT for the benefit of the Permitted Subsidiaries
                  (individually and collectively, the "Services"). For the
                  avoidance of doubt, the Services are in addition to and not
                  included within the scope of services described in that
                  certain Master Information Technology Services Agreement of
                  even date herewith between Fidelity Information Services, Inc.
                  and FNT.

         4.2.     IMPLEMENTATION AND OVERSIGHT OF THE LSI PROCESSES. FIS agrees
                  to oversee and provide advice to FNT for the benefit of the
                  Permitted Subsidiaries relating to the implementation of the
                  LSI processes including (x) all processes, personnel and
                  support functions of FNT for the benefit of the Permitted
                  Subsidiaries primarily relating to the implementation and use
                  of the LSI Processes, such oversight and advice shall, include
                  without limitation, the consulting services to FNT for the
                  benefit of the Permitted Subsidiaries relating to computer and
                  database systems, the creation of back-up/disaster recovery
                  procedures and sites, and implementation of appropriate
                  architecture. It is understood by the parties that the
                  Services to be provided hereunder include (but are not limited
                  to) infrastructure planning and


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                  implementation work by FIS for FNT for the benefit of the
                  Permitted Subsidiaries. It is anticipated that FIS may make
                  recommendations to FNT for the benefit of the Permitted
                  Subsidiaries from time to time as to improvements to the LSI
                  Processes or additional processes to supplement the LSI
                  Processes, which recommendation will be considered by FNT for
                  the benefit of the Permitted Subsidiaries.

         4.3.     MAINTENANCE OF CURRENT EQUIPMENT AND SOFTWARE. During the term
                  of this Agreement, FIS shall be responsible for maintaining
                  the computer hardware and software systems utilized by FNT for
                  the benefit of the Permitted Subsidiaries in their
                  implementation and use of the LSI Processes, including,
                  without limitation, all telephone and communication equipment
                  (such as routers, servers, etc.) utilized by FNT for the
                  benefit of the Permitted Subsidiaries (collectively, the "LSI
                  Process Equipment"). FNT for the benefit of the Permitted
                  Subsidiaries shall maintain the LSI Process Equipment in the
                  same condition (ordinary wear and tear excepted) and to the
                  same quality standards as was applicable to the LSI Process
                  Equipment on the effective date of this Agreement. Without
                  limiting the Services to be provided herein, FNT acknowledges
                  that, unless otherwise provided in this Agreement or agreed in
                  writing by the parties, FNT has no ownership right, title or
                  interest in the LSI Processes.

         4.4.     SALES SUPPORT SERVICES AND IMPLEMENTATION OF LSI PROCESSES FOR
                  THIRD PARTY CUSTOMERS. During the Term of this Agreement and
                  consistent with permitted practices under applicable state
                  insurance law, FIS shall provide FNT for the benefit of the
                  Permitted Subsidiaries support in connection with marketing of
                  products and services of FNT for the benefit of the Permitted
                  Subsidiaries that require the use by FNT for the benefit of
                  the Permitted Subsidiaries of any of the LSI Processes or the
                  implementation or integration of the LSI Processes with third
                  party customers of FNT for the benefit of the Permitted
                  Subsidiaries.

 5.      FNT OBLIGATIONS.

         5.1.     EXCLUSIVE USE OF FIS SERVICES. With respect to the LSI
                  Processes that FIS will provide to FNT for the benefit of the
                  Permitted Subsidiaries as of the Effective Date, FNT for the
                  benefit of the Permitted Subsidiaries agrees to use
                  exclusively the LSI Processes and above Services in the
                  Geographic Areas at all times during the Term of this
                  Agreement, subject in all cases to the termination provisions
                  set forth in this Agreement.

         5.2.     ACCESS TO TITLE PLANT. Following the date hereof, if FNT
                  builds or acquires a title plant with respect to a county
                  described in the Geographic Area, FNT agrees to provide access
                  to that plant to FIS on terms no less favorable to FIS than
                  contained in other title plant access agreements between FNT
                  and FIS, but in all cases upon commercially reasonable terms.

 6.      TERM; TERMINATION.

         6.1.     TERM. The term of the Agreement shall commence as of the date
                  hereof and continue until such time as FNT has built or
                  acquired a title plant with respect to all


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                  counties described in the Geographic Area and provided access
                  to such title plants to FIS on terms acceptable to FIS in all
                  such counties, or FIS has acquired on its own access to title
                  plants with respect to all counties described within the
                  Geographic Area (the "Term").

         6.2.     PARTIAL COUNTY TERMINATION. Notwithstanding any other
                  provision of this Agreement, FIS may upon at least thirty days
                  prior written notice to FNT terminate the license and Services
                  with respect to one or more particular counties described in
                  the Geographic Area after FIS has acquired title plant access
                  from FNT or another third party on terms acceptable to FIS.

         6.3.     TERMINATION. As applicable, the license and Services for a
                  particular county described in the Geographic Area or the
                  Agreement may be terminated prior to the expiration of the
                  Term as follows:

                  (a)      the license and Services for one or more particular
                           counties described in the Geographic Area or the
                           Agreement, may be terminated at any time by mutual
                           agreement of the parties hereto;

                  (b)      the license and Services for one or more particular
                           counties described in the Geographic Area may be
                           terminated at any time by FNT, if FIS breaches any
                           material warranty or fails to perform any material
                           obligation hereunder, in each case, with respect to
                           such county or counties affected, and such breach is
                           not remedied within 30 days after written notice
                           thereof to FIS that is in default, in which event the
                           obligation to provide the license and the Services
                           for such affected county or counties under this
                           Agreement shall terminate on the 20th business day
                           following the expiration of such 30-day cure period;
                           provided that if the breach or default is of a nature
                           that it cannot reasonably be cured within a 30-day
                           period and FIS is actively pursuing a cure in good
                           faith, then no default shall be deemed to have
                           occurred so long as the default is cured as promptly
                           as reasonably possible and in any event prior to the
                           first anniversary of the occurrence of such default;

                  (c)      the license and Services for one or more particular
                           counties described in the Geographic Area may be
                           terminated at any time by FIS, if FNT breaches any
                           material warranty or fails to perform any material
                           obligation owing hereunder, in each case, with
                           respect to the particular county or counties
                           affected, and such breach is not remedied within 30
                           days after written notice thereof to FNT, in which
                           event the obligation to provide the license and the
                           Services for such affected county or counties under
                           this Agreement shall terminate on the 20th business
                           day following the expiration of such 30-day cure
                           period; provided that if the breach or default is of
                           a nature that it cannot reasonably be cured within a
                           30-day period and FNT is actively pursuing a cure in
                           good faith, then no default shall be deemed to have
                           occurred so long as the default is cured as promptly
                           as reasonably possible and in any event prior to the
                           first anniversary of the occurrence of such default;


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                  (d)      the Agreement may be terminated at any time by FIS,
                           if FNT shall admit in writing its inability to, or be
                           generally unable to, pay its debts as such debts
                           become due, or 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 federal 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 company
                           action for the purpose of effecting any of the
                           foregoing, in which event the obligation to provide
                           the license and the Services under this Agreement
                           shall terminate immediately;

                  (e)      the Agreement may be terminated at any time by FNT,
                           if FIS shall admit in writing its inability to, or be
                           generally unable to, pay its debts as such debts
                           become due, or 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 federal 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 company
                           action for the purpose of effecting any of the
                           foregoing, in which event the obligation to provide
                           the license and the Services under this Agreement
                           shall terminate immediately;

                  (f)      the license and Services for one or more particular
                           counties described in the Geographic Area or the
                           Agreement may be terminated by FIS, upon 5 years'
                           prior written notice to FNT, which notice may not be
                           delivered prior to the 5th anniversary of the
                           Effective Date;

                  (g)      the license and Services for one or more particular
                           counties described in the Geographic Area or the
                           Agreement may be terminated by FNT, upon 5 years'
                           prior written notice to FIS, which notice may not be
                           delivered prior to the 5th anniversary of the
                           Effective Date;

                  (h)      the license and Services for one or more particular
                           counties described in the Geographic Area or the
                           Agreement may be terminated at any time by FNT if
                           there has been a change in control of FIS; it being
                           understood, that for purposes of this provision,
                           "change of control" means a reorganization, merger,
                           share (or LLC ownership interest) exchange or
                           consolidation, or sale or other disposition of more
                           than 50% of the ultimate ownership interests in,


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                           or all or substantially all of the assets or business
                           of, FIS, other than a transaction in which no person
                           or entity, other than FIS or an entity controlled by
                           FIS, will have beneficial ownership, directly or
                           indirectly, of 50% or more of the ownership interests
                           of FIS or of the power to vote in the election of
                           directors; or

                  (i)      the license and Services for one or more particular
                           counties described in the Geographic Area or the
                           Agreement may be terminated upon 6 months prior
                           written notice by FIS to FNT if there has been a
                           change in control of FNT; it being understood, that
                           for purposes of this provision, "change of control"
                           means a reorganization, merger, share exchange or
                           consolidation, or sale or other disposition of more
                           than 50% of the voting capital stock in, or all or
                           substantially all of the assets or business of, FNT,
                           other than a transaction in which no person or
                           entity, other than FNT or an entity controlled by
                           FNT, will have beneficial ownership, directly or
                           indirectly, of 50% or more of the voting capital
                           stock of FNT or of the power to vote the election of
                           directors.

         6.4.     SURVIVAL. Notwithstanding anything to the contrary in this
                  Agreement, Section 7, 8, 9, 10, 11, and 16.10 shall survive
                  the expiration or termination of this Agreement

         6.5.     PERMITTED SUBSIDIARY TERMINATION. A license enjoyed by a
                  Permitted Subsidiary of FNT shall terminate without further
                  formality upon such entity's ceasing to be a Subsidiary of
                  FNT.

 7.      INTELLECTUAL PROPERTY RIGHTS.

         7.1.     OWNERSHIP OF LSI PROCESSES AND DOCUMENTATION. From the date
                  the LSI Processes and Documentation is first disclosed to FNT,
                  and at all times thereafter, as between the parties, FIS
                  and/or its Subsidiaries shall be the sole and exclusive owners
                  of all right, title, and interest in and to the LSI Processes,
                  Documentation and all Modification, including, without
                  limitation, all intellectual property and other rights related
                  thereto. The parties acknowledge that this Agreement in no way
                  limits or restricts FIS and the FIS Subsidiaries from
                  developing or marketing on their own or for any third party in
                  the United States or any other country, the LSI Processes,
                  Documentation or Modifications, or any similar processes
                  (including, but not limited to, any modification, enhancement,
                  interface, upgrade, change and all software, source code,
                  blueprints, diagrams, flow charts, specifications, functional
                  descriptions or training materials relating thereto) without
                  payment of any compensation to FNT.

 8.      CONFIDENTIALITY.

         8.1.     CONFIDENTIALITY OBLIGATION. Proprietary Information (i) shall
                  be deemed the property of the disclosing party (or the party
                  for whom such data was collected or processed, if any), (ii)
                  shall be used solely for the purposes of administering and
                  otherwise implementing the terms of this Agreement and any
                  ancillary agreements, and (iii) shall be protected by the
                  receiving party in accordance with the terms of this Section.


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         8.2.     NON-DISCLOSURE COVENANT. Except as set forth in this Section,
                  neither party shall disclose the Proprietary Information of
                  the other party in whole or in part, including derivations, to
                  any third party. If the parties agree to a specific
                  nondisclosure period for a specific document, the disclosing
                  party shall mark the document with that nondisclosure period.
                  In the absence of a specific period, the duty of
                  confidentiality for LSI Processes and Documentation shall
                  extend in perpetuity. Proprietary Information shall be held in
                  confidence by the receiving party and its employees, and shall
                  be disclosed to only those of the receiving party's employees
                  and professional advisors who have a need for it in connection
                  with the administration and implementation of this Agreement.
                  In no event shall FNT disclose FIS Proprietary Information to
                  a Competitor of FIS. Each party shall use the same degree of
                  care and afford the same protections to the Proprietary
                  Information of the other party as it uses and affords to its
                  own Proprietary Information of a similar nature.

         8.3.     EXCEPTIONS. Proprietary Information shall not be deemed
                  proprietary and, subject to the carve-out below, the receiving
                  party shall have no obligation of nondisclosure with respect
                  to any such information which:

                  (a)      is or becomes publicly known through no wrongful act,
                           fault or negligence of the receiving party;

                  (b)      was disclosed to the receiving party by a third party
                           that was free of obligations of confidentiality to
                           the party providing the information;

                  (c)      is approved for release by written authorization of
                           the disclosing party;

                  (d)      was known to the receiving party prior to receipt of
                           the information;

                  (e)      was independently developed by the receiving party
                           without access to or use of the Proprietary
                           Information of the disclosing party; or

                  (f)      is publicly disclosed pursuant to a requirement or
                           request of a governmental agency, or disclosure is
                           required by operation of law.

                  Notwithstanding application of any of the foregoing
                  exceptions, in no event shall FIS treat information comprising
                  nonpublic personal information under the GLB Act as other than
                  Proprietary Information.

         8.4.     CONFIDENTIALITY OF THIS AGREEMENT; PROTECTIVE ARRANGEMENTS.

                  (a)      The parties acknowledge that this Agreement contains
                           confidential infor-mation that may be considered
                           proprietary by one or both of the parties, and agree
                           to limit distribution of this Agreement to those
                           employees of FNT and FIS with a need to know the
                           contents of this Agreement or as required by law or
                           national stock exchange rule. In no event may this
                           Agreement be reproduced or copies shown to any third
                           parties (except counsel, auditors and professional
                           advisors) without the prior written consent of the
                           other party, except as may be necessary by reason of
                           legal, accounting, tax or regulatory requirements, in
                           which event FNT and FIS agree to exercise reasonable
                           diligence in limiting such disclosure to the minimum
                           necessary under the particular circumstances.


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                  (b)      In addition, each party shall give notice to the
                           other party of any demands to disclose or provide
                           Proprietary Information of the other party under or
                           pursuant to lawful process prior to disclosing or
                           furnishing such Proprietary Information, and shall
                           cooperate in seeking reasonable protective
                           arrangements.

9.       INVOICING AND PAYMENTS, PAST DUE AMOUNTS, CURRENCY.

         9.1.     INVOICING AND PAYMENT REQUIREMENTS. Within 30 days following
                  the end of each month, FNT shall prepare and remit to FIS a
                  schedule showing the fees which it owes FIS under Exhibit D,
                  along with the appropriate payment. FNT shall make all
                  payments to FIS by check, credit card or wire transfer of
                  immediately available funds to an account or accounts
                  designated by FIS. Payment in full shall not preclude later
                  dispute of charges or adjustment of improper payments.

         9.2.     PAST DUE AMOUNTS. Any amount not received or disputed by FIS
                  by the date payment is due shall be subject to interest on the
                  overdue balance at a rate equal to the prime rate as published
                  in the table money rates in the Wall Street Journal on the
                  date of payment (or the prior date on which the Wall Street
                  Journal was published if not published on the date of
                  payment), plus one percent from the due date, until paid,
                  applied to the outstanding balance from time to time. Any
                  amount paid but later deemed not to have been due, will be
                  repaid or credited with interest on the same terms.

         9.3.     CURRENCY. All fees and charges listed and referred to in this
                  Agreement are stated in and shall be paid in U.S. Dollars.

10.      DISPUTE RESOLUTION.

         10.1.    DISPUTE RESOLUTION PROCEDURES. If, prior to the termination of
                  this Agreement or the license granted herein, and prior to
                  notice of termination given by either party to the other, a
                  dispute arises between FIS and FNT with respect to the terms
                  and conditions of this Agreement, or any subject matter
                  governed by this Agreement (other than disputes regarding a
                  party's compliance with the provisions of Sections 3 and/or
                  8), such dispute shall be settled as set forth in this
                  Section. If either party exercises its right to initiate the
                  dispute resolution procedures under this Section, then during
                  such procedure any time periods providing for termination of
                  the Agreement or curing any material breach pursuant to the
                  terms of this Agreement shall be suspended automatically,
                  except with respect to any termination or breach arising out
                  of FNT's failure to make any undisputed timely and complete
                  payments to FIS under this Agreement. At such time as the
                  dispute is resolved, if such dispute involved the payment of
                  monies, interest at a rate equal to the prime rate as
                  published in the table money rates in the Wall Street Journal
                  on the date the dispute is resolved (or the prior date on
                  which the Wall Street Journal was published if not published
                  on the date the dispute was resolved) plus one percent for the
                  period of dispute shall be paid to the party entitled to
                  receive the disputed monies to compensate for the lapsed time
                  between the date such disputed amount originally was to have
                  been paid (or was paid) through the date monies are paid (or
                  repaid) in


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                  settlement of the dispute. Disputes arising under Sections 3
                  or 8 may be resolved by judicial recourse or in any other
                  manner agreed by the parties.

         10.2.    Escalation Procedures.

                  (a)      Each of the parties shall escalate and negotiate, in
                           good faith, any claim or dispute that has not been
                           satisfactorily resolved between the parties at the
                           level where the issue is discovered and has immediate
                           impact (excluding issues of title to work product,
                           which shall be initially addressed at the general
                           counsel level). To this end, each party shall
                           escalate any and all unresolved disputes or claims in
                           accordance with this Section at any time to persons
                           responsible for the administration of the
                           relationship reflected in this License Agreement. The
                           location, format, frequency, duration and conclusion
                           of these elevated discussions shall be left to the
                           discretion of the representatives involved. If such
                           parties do not resolve the underlying dispute within
                           ten (10) Days of its escalation to them, then either
                           party may notify the other in writing that he/she
                           desires to elevate the dispute or claim to the
                           President of FIS and the President of FNT or their
                           designated representative(s) for resolution.

                  (b)      Upon receipt by a party of a written notice
                           escalating the dispute to the company president
                           level, the President of FIS and the President of FNT
                           or their designated representative(s) shall promptly
                           communicate with his/her counter party, negotiate in
                           good faith and use reasonable efforts to resolve such
                           dispute or claim. The location, format, frequency,
                           duration and conclusion of these elevated discussions
                           shall be left to the discretion of the
                           representatives involved. Upon agreement, such
                           representatives may utilize other alternative dispute
                           resolution procedures to assist in the negotiations.
                           If the parties have not resolved the dispute within
                           ten (10) Days after receipt of the notice elevating
                           the dispute to this level, either may once again
                           escalate the dispute to binding arbitration.

                  (c)      All discussions and correspondence among the
                           representatives for purposes of these negotiations
                           shall be treated as Proprietary Information developed
                           for purposes of settlement, exempt from discovery and
                           production, which shall not be admissible in any
                           subsequent proceedings between the parties. Documents
                           identified in or provided with such communications,
                           which are not prepared for purposes of the
                           negotiations, are not so exempted and may, if
                           otherwise admissible, be admitted in evidence in such
                           subsequent proceeding.

         10.3.    ARBITRATION PROCEDURES. If a claim, controversy or dispute
                  between the parties with respect to the terms and conditions
                  of this Agreement, or any subject matter governed by this
                  Agreement (and not otherwise excepted), has not been timely
                  resolved pursuant to the foregoing escalation process, upon
                  notice either party may initiate binding arbitration of the
                  issue in accordance with the following procedures.


                                       10
<PAGE>
                  (a)      Either party may request arbitration by giving the
                           other party written notice to such effect, which
                           notice shall describe, in reasonable detail, the
                           nature of the dispute, controversy or claim. Such
                           arbitration shall be governed by the then current
                           version of the Commercial Arbitration Rules and
                           Mediation Procedures of the American Arbitration
                           Association. The Arbitration will be conducted in
                           Jacksonville, Florida in front of one mutually agreed
                           upon arbitrator.

                  (b)      Each party shall bear its own fees, costs and
                           expenses of the arbitration and its own legal
                           expenses, attorneys' fees and costs of all experts
                           and witnesses. Unless the award provides otherwise,
                           the fees and expenses of the arbitration procedures,
                           including the fees of the arbitrator or arbitrators,
                           will be shared equally by the involved parties.

                  (c)      Any award rendered pursuant to such arbitration shall
                           be final, conclusive and binding upon the parties,
                           and any judgment thereon may be entered and enforced
                           in any court of competent jurisdiction.

11.      LIMITATION OF LIABILITY.

         11.1.    EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL
                  MISCONDUCT, BY REASON OF AN INDEMNITY OBLIGATION HEREUNDER OR
                  BY REASON OF A BREACH OF WARRANTY, EITHER PARTY'S LIABILITY
                  FOR ANY CLAIM OR CAUSE OF ACTION WHETHER BASED IN CONTRACT,
                  TORT OR OTHERWISE WHICH ARISES UNDER OR IS RELATED TO THIS
                  AGREEMENT SHALL BE LIMITED TO THE OTHER PARTY'S DIRECT
                  OUT-OFPOCKET DAMAGES, ACTUALLY INCURRED, WHICH UNDER NO
                  CIRCUMSTANCES SHALL EXCEED, IN THE AGGREGATE, THE AMOUNT PAID
                  BY FNT TO FIS UNDER THIS AGREEMENT FOR THE 12-MONTH PERIOD
                  IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

         11.2.    IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT,
                  SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
                  KIND WHATSOEVER OR THE CLAIMS OR DEMANDS MADE BY ANY THIRD
                  PARTIES, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY
                  OF SUCH DAMAGES.

12.      INDEMNIFICATION.

         12.1.    PROPERTY DAMAGE. Subject to Section 11 hereof, each party
                  agrees to indemnify, defend and hold harmless the other and
                  its officers, directors, employees, and affiliates (including,
                  where applicable, the FIS Subsidiaries and FNT Subsidiaries),
                  and agents from any and all liabilities, losses, costs,
                  damages and expenses (including reasonable attorneys' fees)
                  arising from or in connection with the damage, loss (including
                  theft) or destruction of any real property or tangible
                  personal property of the indemnified party resulting from the
                  actions or inactions of any employee, agent


                                       11
<PAGE>
                  or subcontractor of the indemnifying party insofar as such
                  damage arises out of or is ancillary to fulfilling its
                  obligations under this Agreement and to the extent such damage
                  is due to any negligence, breach of statutory duty, omission
                  or default of the indemnifying party, its employees, agents or
                  subcontractors.

         12.2.    INFRINGEMENT OF LSI PROCESSES. FIS agrees to defend at its own
                  expense, any claim or action brought by any third party
                  against FNT and/or against its officers, directors, and
                  employees and affiliates, for actual or alleged infringement
                  within the United States of any patent, copyright or other
                  intellectual property right (including, but not limited to,
                  misappropriation of trade secrets) based upon the LSI
                  Processes (except to the extent such infringement claim is
                  caused by FNT-specified Modifications to the LSI Processes
                  which could not have been made in a non-infringing manner) or
                  caused by the combination of LSI Processes with software or
                  hardware provided, specified or approved by FIS ("Indemnified
                  LSI Processes"). FNT, at its sole discretion and cost, may
                  participate in the defense and all negotiations for its
                  settlement or compromise. FIS further agrees to indemnify and
                  hold FNT, its officers, directors, employees and affiliates
                  harmless from and against any and all liabilities, losses,
                  costs, damages, and expenses (including reasonable attorneys'
                  fees) associated with any such claim or action incurred by
                  FNT. FIS shall conduct and control the defense of any such
                  claim or action and negotiations for its settlement or
                  compromise, by the payment of money. FIS shall give FNT, and
                  FNT shall give FIS, as appropriate, prompt written notice of
                  any written threat, warning or notice of any such claim or
                  action against FIS or FNT, as appropriate, or any other user
                  or any supplier of components of the Indemnified LSI
                  Processes, which could have an adverse impact on FNT's use of
                  same, provided FIS or FNT, as appropriate, knows of such claim
                  or action. If in any such suit so defended, all or any part of
                  the Indemnified LSI Processes (or any component thereof) is
                  held to constitute an infringement or violation of any other
                  party's intellectual property rights and is enjoined, FIS
                  shall at its sole option take one or more of the following
                  actions at no additional cost to FNT: (i) procure the right to
                  continue the use of the same without material interruption for
                  FNT; (ii) replace the same with non-infringing software; (iii)
                  modify said Indemnified LSI Processesso as to be
                  non-infringing; or (iv) take back the infringing Indemnified
                  LSI Processes and credit FNT with an amount equal to its
                  prepaid but unused license fees hereunder. The foregoing
                  represents the sole and exclusive remedy of FNT for
                  infringement or alleged infringement.

         12.3.    INFRINGEMENT OF FNT OUT OF SCOPE LICENSE AND SERVICES. FNT
                  agrees to defend at its own expense, any claim or action
                  brought by any third party against FIS and/or against its
                  officers, directors, and employees and affiliates, for actual
                  or alleged infringement within the United States of any
                  patent, copyright or other intellectual property right
                  (including, but not limited to, misappropriation of trade
                  secrets) based upon the FNT services on behalf of the
                  Permitted Subsidiaries in the Geographic Area that are outside
                  the permitted scope of the License and the Services
                  ("Indemnified Out of Scope License and Services"). FIS, at its
                  sole discretion and cost, may participate in the defense and
                  all negotiations for its settlement or compromise. FNT further
                  agrees to indemnify and hold FIS, its officers, directors,
                  employees and affiliates harmless from and against any and all
                  liabilities, losses, costs, damages, and expenses (including
                  reasonable attorneys' fees) associated with any


                                       12
<PAGE>
                  such claim or action incurred by FIS. FNT shall conduct and
                  control the defense of any such claim or action and
                  negotiations for its settlement or compromise, by the payment
                  of money. FNT shall give FIS, and FIS shall give FNT, as
                  appropriate, prompt written notice of any written threat,
                  warning or notice of any such claim or action against FNT or
                  FIS, as appropriate, or any other user or any supplier of
                  components of the Indemnified Out of Scope License and
                  Services, provided FNT or FIS, as appropriate, knows of such
                  claim or action. If in any such suit so defended, all or any
                  part of the Indemnified Out of Scope License and Services (or
                  any component thereof) is held to constitute an infringement
                  or violation of any other party's intellectual property rights
                  and is enjoined, FNT shall at its sole option take one or more
                  of the following actions at no additional cost to FIS: (i)
                  procure the right to continue the use of the same without
                  material interruption for FIS; (ii) replace the same with
                  non-infringing software; or (iii) modify said Indemnified Out
                  of Scope License and Services as to be non-infringing. The
                  foregoing represents the sole and exclusive remedy of FNT for
                  infringement or alleged infringement.

         12.4.    DISPUTE RESOLUTION. The provisions of Section 12 shall apply
                  with respect to the submission of any claim for
                  indemnification under this Agreement and the resolution of any
                  disputes relating to such claim.

13.      FORCE MAJEURE, TIME OF PERFORMANCE AND INCREASED COSTS.

         13.1.    FORCE MAJEURE.

                  (a)      Neither party shall be held liable for any delay or
                           failure in performance of its obligations under this
                           Agreement from any cause which with the observation
                           of reasonable care, could not have been avoided -
                           which may include, without limitation, acts of civil
                           or military authority, government regulations,
                           government agencies, epidemics, war, terrorist acts,
                           riots, insurrections, fires, explosions, earthquakes,
                           hurricanes, tornadoes, nuclear accidents, floods,
                           power blackouts affecting facilities (the "Affected
                           Performance").

                  (b)      Upon the occurrence of a condition described in
                           Section 13.1(a), the party whose performance is
                           affected shall give written notice to the other party
                           describing the Affected Performance, and the parties
                           shall promptly confer, in good faith, to agree upon
                           equitable, reasonable action to minimize the impact
                           on both parties of such condition, including, without
                           limitation, implementing disaster recovery
                           procedures. The parties agree that the party whose
                           performance is affected shall use commercially
                           reasonable efforts to minimize the delay caused by
                           the force majeure events and recommence the Affected
                           Performance. If the delay caused by the force majeure
                           event lasts for more than fifteen (15) Days, the
                           parties shall negotiate an equitable amendment to
                           this Agreement with respect to the Affected
                           Performance. If the parties are unable to agree upon
                           an equitable amendment within ten (10) Days after
                           such fifteen (15)-Day period has expired, then either
                           party shall be entitled to serve thirty (30) Days'
                           notice of termination on the other party with respect
                           to only such Affected Performance. The remaining
                           portion of the Agreement that does not involve the
                           Affected Performance shall


                                       13
<PAGE>
                           continue in full force and effect. FIS shall be
                           entitled to be paid for that portion of the Affected
                           Performance which it completed through the
                           termination date.

         13.2.    TIME OF PERFORMANCE AND INCREASED COSTS. FIS' time of
                  performance under this Agreement shall be adjusted, if and to
                  the extent reasonably necessary, in the event and to the
                  extent that (i) FNT fails to timely submit material data or
                  materials in the prescribed form or in accordance with the
                  requirements of this Agreement, (ii) FNT fails to perform on a
                  timely basis, the material functions or other responsibilities
                  of FNT described in this Agreement, (iii) FNT or any
                  governmental agency authorized to regulate or supervise FNT
                  makes any special request, which is affirmed by FNT and/or
                  compulsory on FIS, which affects FIS' normal performance
                  schedule, or (iv) FNT has modified the LSI Processes,
                  Documentation or Modifications in a manner affecting FIS'
                  burden. In addition, if any of the above events occur, and
                  such event results in an increased cost to FIS, FIS shall
                  estimate such increased costs in writing in advance and, upon
                  FNT's approval, FNT shall be required to pay any and all such
                  reasonable, increased costs to FIS upon documented
                  expenditure, up to 110% of the estimate.

14.      NOTICES.

         14.1.    NOTICES. Except as otherwise provided under this Agreement or
                  in the Exhibits, all notices, demands or requests or other
                  communications required or permitted to be given or delivered
                  under this Agreement shall be in writing and shall be deemed
                  to have been duly given when received by the designated
                  recipient. Written notice may be delivered in person or sent
                  via reputable air courier service and addressed as set forth
                  below:

                  If to FNT:        Fidelity National Title Group, Inc.
                                    601 Riverside Avenue
                                    Jacksonville, FL 32204
                                    Attn: President

                  with a copy to:   Fidelity National Title Group, Inc.
                                    601 Riverside Avenue
                                    Jacksonville, FL 32204
                                    Attn: General Counsel

                  If to FIS:        Fidelity National Information Services, Inc.
                                    601 Riverside Avenue
                                    Jacksonville, FL 32204
                                    Attn: President

                  with a copy to:   Fidelity National Information Services, Inc.
                                    601 Riverside Avenue
                                    Jacksonville, FL 32204
                                    Attn: General Counsel


                                       14
<PAGE>
         14.2.    CHANGE OF ADDRESS. The address to which such notices, demands,
                  requests, elections or other communications are to be given by
                  either party may be changed by written notice given by such
                  party to the other party pursuant to this Section.

15.      WARRANTIES.

         15.1.    PERFORMANCE OF OBLIGATIONS. Each party represents and warrants
                  to the other that it shall perform its respective obligations
                  under this Agreement, including Exhibits and Schedules, in a
                  professional and workmanlike manner.

         15.2.    COMPLIANCE WITH LAW. FIS warrants that (i) it has the power
                  and corporate authority to enter into and perform this
                  Agreement, (ii) its performance of this Agreement does not and
                  will not violate any governmental law, regulation, rule or
                  order, contract, charter or by-law; (iii) it has sufficient
                  right, title and interest (or another Subsidiary of FIS has or
                  will grant it sufficient license rights) in the LSI Processes
                  to grant the licenses herein granted, and (iv) it has received
                  no written notice of any third party claim or threat of a
                  claim alleging that any part of the LSI Processes infringes
                  the rights of any third party in any of the United States. FNT
                  warrants that (i) it has the power and corporate authority to
                  enter into and perform this Agreement, (ii) its performance of
                  this Agreement does not and will not violate any governmental
                  law, regulation, rule or order, contract, charter or by-law,
                  (iii) it has received no written notice of any third party
                  claim or threat of a claim alleging that any part of the LSI
                  Processes infringes the rights of any third party in the
                  United States.

         15.3.    EXCLUSIVE WARRANTIES. EXCEPT AS PROVIDED IN THIS AGREEMENT,
                  NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY
                  KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED
                  TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
                  PARTICULAR PURPOSE, AND EACH PARTY AGREES THAT ALL
                  REPRESENTATIONS AND WARRANTIES THAT ARE NOT EXPRESSLY PROVIDED
                  IN THIS AGREEMENT ARE HEREBY EXCLUDED AND DISCLAIMED.

16.      MISCELLANEOUS.

         16.1.    ASSIGNMENT. Except as set forth herein, neither party may
                  sell, assign, convey, or transfer the licenses granted
                  hereunder or any of such party's rights or interests, or
                  delegate any of its obligations hereunder without the written
                  consent of the other party. Any such consent shall be
                  conditioned upon the understanding that this Agreement shall
                  be binding upon the assigning party's successors and assigns.
                  Either party may assign this Agreement to any Subsidiary that
                  is not a Competitor except that the assigning party shall
                  remain responsible for all obligations under this Agreement
                  including the payment of fees. Notwithstanding anything
                  contained herein to the contrary, FNT may not assign this
                  Agreement to a Competitor.


                                       15
<PAGE>
         16.2.    SEVERABILITY. Provided FNT on behalf of the Permitted
                  Subsidiaries retains quiet enjoyment of the LSI Processes, if
                  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, but this Agreement shall be
                  construed as if such unenforceable provision or provisions had
                  never been contained herein, provided that the removal of such
                  offending term or provision does not materially alter the
                  burdens or benefits of either of the parties under this
                  Agreement or any Exhibit or Schedule, in which case the
                  unenforceable portion shall be replaced by one that reflects
                  the parties original intent as closely as possible while
                  remaining enforceable.

         16.3.    THIRD PARTY BENEFICIARIES. Except as set forth herein, the
                  provisions of this Agreement are for the benefit of the
                  parties and not for any other person. 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.


         16.4.    GOVERNING LAW; FORUM SELECTION; CONSENT OF JURISDICTION. This
                  Agreement will be governed by and construed under the laws of
                  the State of Florida, USA, without regard to principles of
                  conflict of laws. The parties agree that the only circumstance
                  in which disputes between them, not otherwise excepted from
                  the resolution process described in Section 109, will not be
                  subject to the provisions of Section 10 is where a party makes
                  a good faith determination that a breach of the terms of this
                  Agreement by the other party requires prompt and equitable
                  relief. Each of the parties submits to the personal
                  jurisdiction of any state or federal court sitting in
                  Jacksonville, Florida with respect to such judicial
                  proceedings. Each of the parties waives any defense of
                  inconvenient forum to the maintenance of any action or
                  proceeding so brought and waives any bond, surety or to other
                  security that might be required of any party with respect
                  thereto. Any party may make service on the other party by
                  sending or delivering a copy of the process to the party to be
                  served at the address set forth in Section 14.1 above. Nothing
                  in this Section, however, shall affect the right of any party
                  to serve legal process in any other manner permitted by law or
                  in equity. Each party agrees that a final judgment in any
                  action or proceeding so brought shall be conclusive and may be
                  enforced by suit on the judgment or in any other manner
                  provided by law or in equity.

         16.5.    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.

         16.6.    CONSTRUCTION. The headings and numbering of sections 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 particular
                  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.


                                       16
<PAGE>
         16.7.    ENTIRE AGREEMENT. This Agreement, including the Exhibits and
                  Schedules attached hereto and the agreements referenced herein
                  constitute the entire agreement between the parties, and
                  supersedes all prior oral or written agreements,
                  representations, statements, negotiations, understandings,
                  proposals, marketing brochures, correspondence and
                  undertakings related thereto.

         16.8.    AMENDMENTS AND WAIVERS. This Agreement may be amended only by
                  written agreement signed by duly authorized representatives of
                  each party. 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 both parties. 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. Notwithstanding the foregoing, at any time prior to
                  the Sale of FIS or any offering and sale to the public of any
                  shares or equity securities of FIS or any of its Subsidiaries
                  pursuant to a registration statement in the United States,
                  this Agreement may not be amended without the prior written
                  consent of Thomas H. Lee Equity Fund V, L.P. ("THL") and TPG
                  Partners III, L.P. ("TPG") if such amendment would affect
                  Sections 2.1, 3, 4, 5, 6, 7, 12, and 16.10, Exhibit D either
                  party's limitation of liability, FIS' right to terminate or
                  rights upon default by FNT or a FNT Subsidiary or this Section
                  16.8, in any manner materially adverse to the consolidated
                  business activities of the FIS Group (defined below), taken as
                  a whole, or FIS Group's costs of doing business, viewed on a
                  consolidated basis, provided that in no event shall any change
                  to Exhibits A, B, and C hereto require such prior written
                  consent unless such change would materially and adversely
                  affect in any manner FIS Group's consolidated business
                  activities, taken as a whole, or FIS Group's costs of doing
                  business, viewed on a consolidated basis. THL and TPG are
                  intended third party beneficiaries of this Agreement solely
                  with respect to this Section 16.8. "FIS Group" means FIS,
                  Subsidiaries of FIS, and each Person (defined below) that FIS
                  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 FIS after the
                  Effective Date. "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.

         16.9.    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. Use of one or more remedies shall
                  not bar use of any other remedy for the purpose of enforcing
                  any provision of this Agreement.

         16.10.   TAXES. All charges and fees to be paid under this Agreement
                  are exclusive of any applicable sales, use, service or similar
                  tax which may be assessed currently or in the future on the
                  LSI Processes or related services provided under this
                  Agreement. If a sales, use, services or a similar tax is
                  assessed on the LSI Processes or related services


                                       17
<PAGE>
                  provided to FNT for the benefit of the Permitted Subsidiaries
                  under this Agreement, FNT will pay directly, reimburse or
                  indemnify FIS for such taxes as well as any applicable
                  interest and penalties. FNT shall pay such taxes in addition
                  to the sums otherwise due under this Agreement. FIS shall, to
                  the extent it is aware of taxes, itemize them on a proper VAT,
                  GST or other invoice submitted pursuant to this Agreement. All
                  property, employment and income taxes based on the assets,
                  employees and net income, respectively, of FIS shall be FIS'
                  sole responsibility. The parties will cooperate with each
                  other in determining the extent to which any tax is due and
                  owing under the circumstances and shall provide and make
                  available to each other any withholding certificates,
                  information regarding the location of use of the LSI Processes
                  or provision of the services or sale and any other exemption
                  certificates or information reasonably requested by either
                  party.

         16.11.   PRESS RELEASES. The parties shall consult with each other in
                  preparing any press release, public announcement, news media
                  response or other form of release of information concerning
                  this Agreement or the transactions contemplated hereby that is
                  intended to provide such information to the news media or the
                  public (a "Press Release"). Neither party shall issue or cause
                  the publication of any such Press Release without the prior
                  written consent of the other party; except that nothing herein
                  will prohibit either party from issuing or causing publication
                  of any such Press Release to the extent that such action is
                  required by applicable law or the rules of any national stock
                  exchange applicable to such party or its affiliates, in which
                  case the party wishing to make such disclosure will, if
                  practicable under the circumstances, notify the other party of
                  the proposed time of issuance of such Press Release and
                  consult with and allow the other party reasonable time to
                  comment on such Press Release in advance of its issuance.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date by their duly authorized representatives.

                                 FIDELITY NATIONAL TITLE GROUP, INC.

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

                                 FIDELITY NATIONAL INFORMATION SERVICES, INC.

                                 By   /s/ Michael L. Gravelle
                                    ------------------------------------------
                                      Michael L. Gravelle
                                      Senior Vice President


                                       18
<PAGE>
                                    EXHIBIT A

                                  LSI PROCESSES

         1.       Centralized title insurance and escrow closing service
                  processing for refinance transactions.

         2.       Centralized home equity title insurance and closing service
                  processing.

         3.       Centralized recording services management and administration
                  processing.

         4.       Centralized tracking and servicing of loan subordination
                  requests.


                                       i
<PAGE>
                                    EXHIBIT B

                              GEOGRAPHIC LOCATIONS

CALIFORNIA COUNTIES
         Amador
         Butte
         Eldorado
         Humboldt
         Lassen
         Marin
         Mendocino
         Monterey
         Napa
         Nevada
         Placer
         San Joaquin
         San Luis Obispo
         Santa Clara
         San Mateo
         Santa Cruz
         Solano
         Sonoma
         Sutter
         Yolo
         Yuba

 WASHINGTON COUNTIES - All


                                       ii
<PAGE>
                                    EXHIBIT C

                             PERMITTED SUBSIDIARIES

Fidelity National Title Insurance Company (LSI Division)

Fidelity National Title Company (LSI Division)

Fidelity National Title Company of California (LSI Division)

Chicago Title Company (LSI Division)

Chicago Title Insurance Company (LSI Division)


                                      iii
<PAGE>
                                    EXHIBIT D

                                      FEES

During the Term of this Agreement, FNT shall remit to FIS all earnings, before
income taxes, which shall be prepared in accordance with U.S generally accepted
accounting principles consistently applied related to all operations of FNT with
respect to the Permitted Subsidiaries in the Geographic Area using any of the
LSI Processes or Services.

Upon reasonable advance notice, FNT shall permit FIS to perform audits of FNT's
records only with respect to calculating the above earnings, before income
taxes. Such audits shall be conducted during FNT's regular office hours and
without disruption to FNT's business operations and shall be performed at FIS'
sole expenses.




                                       iv