H A R L I N G W O O D
                                                            February 9, 1998
PERSONAL & CONFIDENTIAL

Esquire Communications Ltd.
750 B Street, Suite 2350
San Diego, CA 92101

Attention:   Mr. David A. Higson
             Executive Vice President & CFO

Gentlemen:

          This letter will confirm our understanding of the arrangements under
which Harlingwood Partners, LP ("Harlingwood"), is engaged by Esquire
Communications Ltd. ("Esquire") as exclusive financial advisor in connection
with mergers or acquisitions made by Esquire of companies not predominately
engaged in the business of providing court reporting services. The exclusive
nature of this engagement shall not preclude Esquire from pursuing acquisitions
on its own behalf of companies not introduced by Harlingwood ("Non-Harlingwood
Deals"), in which case no Transaction Fee shall be due Harlingwood.

          During the term of our engagement Harlingwood anticipates providing
financial advice and assistance in connection with potential transactions,
including:

          1.   Identification of suitable target acquisitions;

          2.   Qualification of the target companies based upon Esquire's
               criteria and the target companies' potential interest in a
               transaction;

          3.   Securing of the target companies' preliminary financial data,
               including execution of confidentiality agreements;

          4.   Performing preliminary valuation analysis;

          5.   Assisting in the structuring, planning and negotiating of
               transactions as needed, including the execution of letters of
               intent.

          Esquire agrees to pay Harlingwood a "Transaction Fee" equal to 1% of
the Transaction Value. The "Transaction Value" shall be defined as the total
consideration paid by Esquire for the company's common equity (or, in the case
of a purchase of assets, the consideration paid for the assets) plus the value
of any debt, capital lease, and preferred stock obligations of the Company
assumed, retired or defeased by Esquire in connection with the transaction. The
Transaction Fee in respect of any amounts to be paid by Esquire contingent upon
future events shall be paid upon actual payment thereof, except that amounts
held in escrow shall be deemed paid at closing.

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          The Transaction Fee shall be paid by wire transfer upon the closing of
each transaction concurrently with consideration paid to the seller. Moreover,
Esquire agrees that a Transaction Fee shall be payable on all acquisitions made
by Esquire other than Non-Harlingwood Deals. Such obligation shall survive the
term of this Agreement.

          In addition to our fee for professional services, Harlingwood will
submit out-of-pocket expenses for reimbursement by Esquire approximately
monthly. Generally these expenses include travel costs and document production,
mailing and other expenses of this type. Harlingwood shall not engage legal
counsel or other professionals on behalf of Esquire without its prior consent.
Further, Harlingwood shall obtain approval from Esquire before incurring any
expense, other than travel related expenses, that individually exceeds $1,500.

          Esquire will indemnify and hold Harlingwood harmless from and against
any and all losses, claims, suits, expenses, damages or liabilities of
whatsoever nature or kind to which we may be subject, including counsel fees
incurred by us in connection with any claims or actions (whether or not
resulting in any liability and whether or not we are a defendant or party
therein or thereto) insofar as those losses, claims, suits, expenses, damages or
liabilities arise out of or pursuant to the services contemplated in this
agreement and to the extent such losses, claims, suits, expenses, damages or
liabilities are not caused by Harlingwood's gross negligence or willful
misconduct. The indemnity provided herein will survive the term of this
agreement. The foregoing will be in addition to any rights we may have at common
law or otherwise.

          Our services hereunder shall have an initial term of 12 months and may
be terminated at any time thereafter with or without cause by you or by us
without liability or continuing obligation to you or to us (except for any
compensation earned and expenses incurred by us to the date of termination and
except, in the case of termination by you, for our right to fees pursuant to
this letter for any transactions, other than Non-Harlingwood Deals, effected
within one year of such termination) and provided the indemnity provisions will
remain operative regardless of any such termination.

          If the foregoing correctly reflects the terms of Harlingwood's
engagement by you, kindly sign and return the enclosed copy of this letter of
agreement.

Very truly yours,

HARLINGWOOD PARTNERS, LP

By: /s/ Christopher T. Nguyen
   -----------------------------    
        Christopher T. Nguyen
        Principal

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Accepted and Agreed:

ESQUIRE COMMUNICATIONS LTD.


By: /s/ David A. Higson 
   ----------------------------                      
    David A. Higson
    Executive Vice President & CFO

Date:  February 9, 1998