Letter of Agreement dtd 6/16/02



 Exhibit 10.19 
  

			
	 [GRAPHIC]
 Established 1972
	  	The Miller Group
		
	 	  	 Miller Management Corporation
 Miller Capital
Corporation
 Miller Investments


  
 November 24, 2003 
  
 Mr. Donald R. Head 
 Chairman, President and 
     Chief Executive Officer 
 CAPITAL TITLE GROUP, INC. 
 14648 North Scottsdale Road, Suite 125 

Scottsdale, Arizona 85254 
  
 EXCLUSIVE ACQUISITION 
 and MANAGEMENT CONSULTING AGREEMENT 
  
 THIS EXCLUSIVE ACQUISITION and MANAGEMENT CONSULTING AGREEMENT (the “Agreement”) is
entered into as of the 28th day of January, 2004 (the “Effective Date”) by and between CAPITAL TITLE GROUP, INC., a Delaware corporation (“Capital Title” or the “Company”), and MILLER CAPITAL CORPORATION, an Arizona
corporation (“Miller”). 
  
 In consideration of the
mutual premises, covenants and undertakings set forth herein, the parties hereby agree as follows: 
  

	I.	RESPONSIBILITIES OF MILLER 

  
 1.1 Subject to the terms and conditions hereof, Capital Title hereby retains Miller to provide exclusive acquisition consulting services to include
negotiating and structuring acquisitions in accordance with Capital Title’s expansion plans as may be in effect from time to time. Capital Title further retains Miller to serve as its exclusive management consultant in the sale, transfer or
conveyance of all or substantially all of its assets to a new entity, whether a corporation, partnership, natural person or other form of new entity. Miller, in its capacity as exclusive acquisition and management consultant, will assist with the
identification of eligible candidates and in negotiating and structuring transactions beneficial to the Company. 
  










 Exclusive Acquisition and Management Consulting Agreement 
 Between Capital Title Group, Inc. and Miller Capital Corporation 
 Effective
January 28, 2004 
 Page 2 
  

 1.2 Capital Title acknowledges and understands that Miller, in order to perform its services effectively under this
Agreement, requires the prompt receipt of all material information with respect to Capital Title, its operations and prospects. Accordingly, Capital Title agrees to furnish promptly to Miller copies of all publicly available reports and filings made
with the Securities and Exchange Commission (the “SEC”), all communications with stockholders and all reports received from Capital Title’s auditors that have significance to the scope of Miller’s services hereunder; provided,
however, Capital Title shall have no obligation to provide Miller with any information that Capital Title deems confidential. Capital Title recognizes the necessity of promptly notifying Miller of all material developments concerning Capital Title,
its business and prospects and to supply Miller with sufficient information necessary for Miller to make a determination as to its compliance with its own procedures as well as any legal requirements. Miller agrees that it shall keep confidential
all information received from Capital Title until such time that Miller is authorized to release such information. 
  

	II.	COMPENSATION 

  
 In the event the Company effectuates the sale of the Company, a corporate restructuring, merger, joint venture, or acquisition during the term hereof, or
such a transaction occurs on or prior to one year from the date of termination of this Agreement (irrespective of any reason for such termination), then the Company hereby agrees to pay the following consideration, which payment shall be due and
payable eighty (80%) percent in cash and twenty (20%) percent in common stock (with priority registration rights) on the date of any such closing with respect thereto: 
  
 5% of the consideration from $1 and up to $2,000,000, plus 
 4% of the consideration in excess of $2,000,000 and up to $10,000,000, plus 
 3% of the consideration in excess of $10,000,000 and up to $20,000,000, plus 
 2% of the consideration in
excess of $20,000,000 and up to $30,000,000, plus 
 1% of the consideration in excess of $30,000,000. 
  
 Miller further agrees that for transactions in the aggregate amount of
$7,000,000 or less, Miller and the Company will negotiate in advance a fee acceptable for each specific transaction. 
  

	III.	EXPENSE REIMBURSEMENT 

  
 Capital Title agrees to reimburse Miller for all reasonable out-of-pocket expenses including but not limited to, the cost of telephone calls, travel,
facsimile transmissions, translation, interpretation, paper duplication, postage and delivery services, or fees of counsel, incurred in connection with the performance by Miller of its duties as contemplated by this Agreement. All out-of-town
travel, counsel or third party consultant fees, and other significant expenses over $1,000 will be approved by Capital Title in advance. 
  

 Miller Capital Corporation l 4909 East McDowell Road l Phoenix, Arizona 85008 l 602. 225.0505 









 Exclusive Acquisition and Management Consulting Agreement 
 Between Capital Title Group, Inc. and Miller Capital Corporation 
 Effective
January 28, 2004 
 Page 3 
  


	IV.	TERM 

  
 The term of this Agreement shall be for two years commencing as of the date first written above and terminating one day prior to the 2nd anniversary hereof. Thereafter, this Agreement shall be renewed for subsequent
two-year terms upon mutual agreement of the parties. 
  

	V.	ASSIGNMENT AND TRANSFER OF OBLIGATIONS 

  
 In the event that Capital Title transfers or otherwise conveys all or substantially all of its assets (including without limitation the assets of its
subsidiaries) or grants the authority to operate its business(es) or affiliated business(es) to a new entity, whether a corporation, partnership, or natural person (“New Entity”) all of Capital Title’s obligations under this Agreement
will be binding upon such New Entity and Capital Title will not enter into or create an agreement, undertaking or legal obligation with a New Entity without requiring such New Entity to accept and satisfy Capital Title’s obligations under this
Agreement. Notwithstanding anything to the contrary contained in this Article V, this Article V shall not be applicable and will be of no force or effect if compliance with this Article V would result in the violation of any law or statute, the
breach of any Agreement to which Capital Title or its affiliates is a party, or the inability of Capital Title to operate in accordance with its usual and customary practices. 
  

	VI.	INDEMNIFICATION 

  
 6.1 In connection with the terms and agreements set forth herein, Capital Title agrees to indemnify and hold harmless Miller, its officers, directors,
employees, agents and legal counsel (collectively, the “Miller Parties”), against any and all losses, claims, damages, liabilities or costs (and any reasonable legal or other expense in giving testimony or furnishing documents in response
to a subpoena or otherwise), including the costs of investigation, preparing or defending any action or claim, directly or indirectly, caused by, relating to, based upon or arising out of this Agreement. Capital Title also agrees that the Miller
Parties shall not have any liability (whether direct or indirect, in contract, tort or otherwise) to Capital Title for or in connection with the engagement of Miller. 
  
 6.2 Miller agrees to indemnify Capital Title and hold harmless Capital Title, its officer, directors, employees, agents and
legal counsel (collectively, the “Capital Title Parties”) against any and all liabilities, expenses, costs and damages (including the cost of defense) alleged against or incurred by any Capital Title Party in connection with this Agreement
to the extent that such liability, expense, cost, or damage was incurred or is alleged to have been incurred in whole or in part, directly or indirectly, due to any action or omission to act by Miller, which action or omission is determined to be
the result of Miller’s gross negligence or willful misconduct. 
  

 Miller Capital Corporation l 4909 East McDowell Road l Phoenix, Arizona 85008 l 602. 225.0505 









 Exclusive Acquisition and Management Consulting Agreement 
 Between Capital Title Group, Inc. and Miller Capital Corporation 
 Effective
January 28, 2004 
 Page 4 
  

 6.3 If any action, proceeding, or investigation is commenced or claim is made as to which either a
Miller Party or a Capital Title Party proposes to demand indemnification, the party claiming indemnification (the “Indemnified Party”) will notify the party against whom indemnification is claimed (the “Indemnifying Party”) with
reasonable promptness. The Indemnifying Party reserves the right to assume the defense of the Indemnified Party with counsel of its choosing, which counsel shall be reasonably acceptable to the Indemnified Party. The Indemnifying Party will not be
liable for any settlement of any claim against any Indemnified Party made without the Indemnifying Party’s written consent. 
  

	VII.	NOTICES 

  
 All notices and other written communications required to be given under this Agreement shall be in writing and shall be deemed to have been duly given if delivered to the addressee in person or mailed by registered or
certified mail, return receipt requested, to the following addresses: 
  

			
	If to Miller:	  	 Mr. Rudy R. Miller
 Chairman, President and
CEO
 Miller Capital Corporation
 4909 East McDowell
Road
 Phoenix, Arizona 85008-4293

		
	If to Capital Title:	  	 Mr. Donald R. Head
 Chairman, President and
CEO
 Capital Title Group, Inc.
 14648 North Scottsdale Road,
Suite 125
 Scottsdale, Arizona 85254


  
 Either party may change the address at
which notice is to be given by notifying the other party in writing. Notices shall be deemed delivered upon delivery, if personally delivered, or, if mailed, three (3) days after deposit in the Untied States mail. 
  

	VIII.	APPLICABLE LAW 

  
 The validity and interpretation of this Agreement shall be governed by the laws of the State of Arizona, without giving effect to the State of
Arizona’s choice of law principles, and all actions arising under this Agreement or arising out of the operative facts represented by services performed pursuant to this Agreement shall be resolved in the courts of the State of Arizona.

  

 Miller Capital Corporation l 4909 East McDowell Road l Phoenix, Arizona 85008 l 602. 225.0505 









 Exclusive Acquisition and Management Consulting Agreement 
 Between Capital Title Group, Inc. and Miller Capital Corporation 
 Effective
January 28, 2004 
 Page 5 
  


	IX.	MISCELLANEOUS 

  
 9.1 Assignment. Miller shall not assign this Agreement to a third party without the prior written consent of a duly authorized representative of
Capital Title, which consent shall not be unreasonably withheld. 
  
 9.2 Entire Agreement. This Agreement constitutes the full and entire understanding and agreement between the parties with regard to the subject hereof and that no understandings or agreements, verbal or otherwise, exist between the
parties except as set forth in the Agreement. 
  
 9.3
Amendment. Any modifications to the Agreement must be reduced to writing by both parties, and attached to the Agreement to be effective. 
  
 9.4 Severability. In the event any term or provision of this Agreement is declared to be invalid or illegal for any reason, this Agreement shall
remain in full force and effect and the same shall be interpreted as though such invalid and illegal provision were not a part hereof. The remaining provisions shall be construed to preserve the intent and purpose of this Agreement and the parties
shall negotiate in good faith to modify the provisions held to be invalid or illegal to preserve each party’s anticipated benefits thereunder. 
  
 9.5 Titles and Subtitles. The titles of articles and sections of this Agreement are for convenience of reference only and are not to be considered
in construing this Agreement. 
  
 9.6 Delays or Omissions.
No delay or omission to exercise any right, power or remedy accruing to any party shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any breach or default under this Agreement, or an acquiescence
therein, or in any similar breach or default thereafter occurring; nor shall any delay or omission to exercise any right, power or remedy or any waiver of any single breach or default be deemed a waiver of any other right, power or remedy or breach
or default theretofore or thereafter occurring. 
  

 Miller Capital Corporation l 4909 East McDowell Road l Phoenix, Arizona 85008 l 602. 225.0505 









 Exclusive Acquisition and Management Consulting Agreement 
 Between Capital Title Group, Inc. and Miller Capital Corporation 
 Effective
January 28, 2004 
 Page 6 
  

 SIGNATURE PAGE FOLLOWS: 
  
 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
date first written above. 
  

			
	CAPITAL TITLE GROUP, INC.
		
	By:	 	/s/    DONALD R. HEAD        
	 	 	

	 	 	Donald R. Head
	 	 	Chairman, President and CEO
	
	MILLER CAPITAL CORPORATION
		
	By:	 	/s/    RUDY R. MILLER        
	 	 	

	 	 	Rudy R. Miller
	 	 	Chairman, President and CEO


  

 Miller Capital Corporation l 4909 East McDowell Road l Phoenix, Arizona 85008 l 602. 225.0505