Management and Consulting Agreement




 Capital Title Group, Inc. 
 June 16, 2002 
 Page 1 
  

 Exhibit 10.18 
  

					
	[GRAPHIC]	  	 	  	 
	E s t a b l i s h e d 1972	  	 	  	The Miller Group
			
	 	  	 	  	Miller Management Corporation
			
	 	  	 	  	Miller Capital Corporation
			
	 	  	 	  	Miller Investments

  
 LETTER OF AGREEMENT

  
 This letter will confirm and constitute the agreement
(“Agreement”) as of the 16th day of June, 2002 between Capital Title Group, Inc. (hereinafter
“Capital Title” or the “Company”) and Miller Capital Corporation (“MCC”) pursuant to which MCC will furnish to the Company certain management consulting, financial advisory and investor relations services. 

 

	1.	MCC Services. 

  
 MCC will perform the following services for the Company: (i) financial consultation with respect to the Company’s funding requirements and projected
associated costs to include preparation of reports and valuation meaningful to a private placement or public equity funding; (ii) advice and consultation with respect to financial structure, markets and placement of any equity offering; and (iii)
investor relations services. 
  
 It is expressly acknowledged and agreed by the
parties hereto that MCC’s obligations do not insure the successful negotiation of or obtaining of any type of Financing for the Company and any efforts by MCC for obtaining Funding for the Company shall be done on a “best
efforts” basis only. MCC is not registered with the Securities and Exchange Commission (SEC) as a broker/dealer or a member of the National Association of Securities Dealers (NASD). 
  
 It is expressly acknowledged and agreed by the parties hereto that MCC and
employees of MCC are independent contractors and are not employees or officers of the Company. 
  

	2.	Provision of Information by the Company. 

  
 The Company acknowledges that MCC, in order to perform its services effectively under this Agreement and to satisfy such obligations, requires prompt
receipt of all material information with respect to the Company, its operations and prospects. Accordingly, the Company will furnish to MCC copies of all financial statements, tax returns, reports and agreements executed in relation to the
Company’s business. The Company recognizes the necessity of promptly notifying, and will promptly notify, MCC of all material developments concerning the Company, its business and prospects and will supply MCC with information 

  










 Capital Title Group, Inc. 
 June 16, 2002 
 Page 2 
  

 
sufficient to enable MCC to make a determination as to its compliance with its own procedures as well as any legal requirements. 
  
 MCC will have access to the Company’s legal and accounting professionals and with prior
approval from the Company access to outside legal counsel and accounting professionals at the Company’s expense. 
  
 MCC will accept and hold such Information in complete confidence for their use as contemplated hereby. The confidentiality obligations assumed by MCC
hereunder will not apply to any Information which is presently in or subsequently becomes part of the public domain or is otherwise generally known or is obtained from any third party which is in possession of such Information through no fault of
MCC. 
  

	3.	Compensation, Term and Fee Waiver. 

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

	 	A.	The Company will pay to MCC a monthly fee of $7,500 as compensation for Investor Relations Services starting with the renewal date of this Agreement and continuing thereafter on a
monthly basis for a period of twenty-four (24) consecutive months; 

  

	 	B.	Out-of-pocket expenses incurred by MCC in connection with the services to be performed by it hereunder will be payable by the Company upon submission by MCC of monthly invoices
delineating such expense. Any expense over $1,000 must be approved by the Company in advance; 

  

	 	C.	MCC will receive a success fee (“Success Fee”) in the form of a cash payment of the gross proceeds of any private financing (“Financing”) including any form of
equity, convertible debt, debt with warrants, debt with equity incentives to the lender. Success Fee percentages are based on the type of Financing transaction completed on behalf of Capital Title with private placement fees being five (5%) percent
of the gross proceeds for any Private Placement Funding payable upon receipt of the net proceeds by the Company. MCC does not receive fees for traditional bank debt arranged directly by the Company; 

  










 Capital Title Group, Inc. 
 June 16, 2002 
 Page 3 
  


	 	D.	MCC will receive a Success Fee in the form of a cash payment on the gross proceeds of a public stock offering, payable upon the receipt of the net proceeds by the Company. The
Success Fee will be based on the following fee schedule applicable to the gross proceeds received by the Company: 

  

						
	 Gross Proceeds

	  	Fee Percent

	  	Maximum
Fee Amount


	 $1 up to 10,000,000 million
	  	2.75 percent	  	$	275,000
	 $1 up to 20,000,000 million
	  	2.25 percent	  	$	450,000
	 $1 up to 30,000,000 million
	  	1.75 percent	  	$	525,000
	 $1 to in excess of 30,000,000
	  	1.25 percent	  	 	 

  

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

  

	 	F.	Effective with this Agreement, MCC will receive an option to purchase a total of 50,000 shares of the Company’s common stock (the “Option”) at the closing Bid price
on June 16, 2002 of $2.90. The cashless Options will expire five (5) years from the date of grant and will include priority “Piggy Back” registration rights for MCC on any future public registration filings. The number of shares subject to
the Option shall be adjusted in the event of i) subdivision or combination of the Company’s outstanding common stock, or ii) any distribution by the Company of a stock dividend to the holders of the Company’s common stock.


  

	4.	Exclusivity. 

  

	 	A.	The Company acknowledges that the Company is a party to that certain agreement dated April 13, 1998, between the Company and Sanders Morris Harris (“SMH”) whereby SMH has
been engaged by the Company as its co-exclusive financial advisor and investment banker (the “SMH Agreement”). The Company further acknowledges that its officers will not engage any other person or entity to serve as its agent or
representative to provide services similar to those to be provided by MCC and SMH through the term of this Agreement without the prior written consent of MCC. 

  

	 	B.	If for a period of twenty four (24) months following the successfully closing of a Financing, as contemplated under this Agreement, Capital Title desires to commence any Transaction
(other than traditional bank debt), Miller Capital Corporation and Sanders Morris Harris as co-financial advisors to the Company shall have the right of first refusal to act as Capital Title’s co-financial advisors, to arrange for placement
agents or underwriters, as the case may be, with respect to any such Transaction or Transactions. If Capital Title decides to pursue any such Transaction, and MCC and SMH exercise their right of first refusal provided hereunder, Capital Title, MCC
and SMH will enter into an agreement appropriate to the circumstances. 

  










 Capital Title Group, Inc. 
 June 16, 2002 
 Page 4 
  


	5.	Company Covenant re MCC Employees. 

  
 The Company recognizes that client service officers and other employees of MCC are necessary for the continued servicing by MCC of its several clients.
Accordingly, the Company will not, during the term of this Agreement, and for a period of two years after its termination, employ any client service officer, account executive or other employee of MCC in any capacity. 
  

	6.	Assignment. 

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

	7.	Integration. 

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

	8.	Headings. 

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

	9.	Attorney Fees. 

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

	10.	Indemnification. 

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

 4909 East McDowell Road l Phoenix, Arizona 85008 l Telefax (602) 225-9024 l email tmg@themillergroup.net l www.themillergroup.net 









 Capital Title Group, Inc. 
 June 16, 2002 
 Page 5 
  


	11.	Publicity. 

  
 Capital Title approves the use by MCC of the Company’s name or logo in publicity that includes tombstones and advertising related materials used
exclusively by MCC. MCC agrees to obtain prior approval, which approval will not be unreasonably withheld, for the use of the Company’s name or logo in any other circumstance. 
  

	12.	Effective Date. 

  
 This Agreement shall be effective as of the date and year first set forth above. 
  
 AGREED AND ACCEPTED: 
  
 Please confirm that the foregoing correctly sets forth our mutual understanding by signing and returning the copy of this Agreement provided for that
purpose. 
  

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

					
	 By:
	 	/s/    DONALD R. HEAD        	 	 	 	 By:
	 	/s/    RUDY R. MILLER        
	 	 	
	 	 	 	 	 	

	 Title:
	 	Chairman, President and CEO	 	 	 	 Title:
	 	Chairman, President and CEO
					
	 Date:
	 	 	 	 	 	 Date:
	 	 
	 	 	
	 	 	 	 	 	


  

 4909 East McDowell Road l Phoenix, Arizona 85008 l Telefax (602) 225-9024 l email tmg@themillergroup.net l www.themillergroup.net