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                                                                  EXHIBIT 10.17


                       SYSTEM DEVELOPMENT, MAINTENANCE AND
                    INFORMATION TECHNOLOGY SERVICES AGREEMENT

                                    BETWEEN

                  FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.

                                       AND

                            MICRO GENERAL CORPORATION


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                                       i


<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>          <C>                                                                               <C>
1.           Definitions and Construction ......................................................1
     1.1     Definitions .......................................................................1
     1.2     References ........................................................................6
     1.3     Headings ..........................................................................6
     1.4     Interpretation of Agreement and Project Scope Documents ...........................6
     1.5     Agreement and Schedules ...........................................................6

2.           Scope of Work; Services and Commitments ...........................................7
     2.1     Execution of Project Scope Documents ..............................................7
     2.2     Maintenance and Support ...........................................................7
     2.3     Website Hosting ...................................................................7
     2.4     Out-of-Scope Services .............................................................8
     2.5     Systems Development Projects ......................................................8
     2.6     Consulting ........................................................................9
     2.7     Equipment Procurement .............................................................9
     2.8     Acceptance Procedure .............................................................10
     2.9     Change Orders ....................................................................10
     2.10    Subcontracting ...................................................................11
     2.11    Licenses and Permits .............................................................11
     2.12    Service Locations ................................................................11
     2.13    Data Migration ...................................................................12
     2.14    Third-Party Services .............................................................12

3.           Contract Administration and Project Team .........................................12
     3.1     Project Coordinators .............................................................12
     3.2     Project Staff ....................................................................13
     3.3     Restricted Positions .............................................................13
     3.4     Performance Review ...............................................................13
     3.5     Dispute Resolution ...............................................................13

4.           Service Levels ...................................................................13
     4.1     Service Levels ...................................................................13
     4.2     Measurement and Monitoring Tools .................................................14
     4.3     Service Level Failures ...........................................................14
     4.4     Critical Failures ................................................................14
     4.5     Continuous Improvement and Best Practices ........................................14

5.           License and Other Grants .........................................................14
     5.1     License to MGEN Software and Intellectual Property Rights ........................14
     5.2     Third Party Software .............................................................15
     5.3     Delivery of Source Code; Use of Source Code ......................................15
     5.4     Facility Requirements ............................................................15
     5.5     Third Party Services .............................................................16

6.           Access Rights and Prohibited Changes .............................................16
     6.1     FNIS System Access ...............................................................16
     6.2     Prohibited Changes to Software ...................................................16
7.           FNIS Obligations .................................................................16
</TABLE>



                                       ii

<PAGE>

<TABLE>
<S>          <C>                                                                               <C>
8.           Safeguarding FNIS Data, Confidentiality and Audit Rights .........................16
     8.1     Safety and Security Procedures ...................................................16
     8.2     Data Security ....................................................................17
     8.3     Security Relating to Shared MGEN Environments ....................................17
     8.4     Conduct of MGEN Personnel ........................................................17
     8.5     FNIS Data ........................................................................18
     8.6     Definition of Confidential Information ...........................................18
     8.7     Disclosure Of Confidential Information ...........................................18
     8.8     Protection of Confidential Information ...........................................19
     8.9     Exceptions .......................................................................19
     8.10    Return of Confidential Information ...............................................19
     8.11    Audit Rights .....................................................................21
     8.12    Third Party Discovery ............................................................20

9.           Payments to MGEN .................................................................20
     9.1     Fees .............................................................................20
     9.2     Time and Manner of Payment .......................................................20
     9.3     Detailed Invoices ................................................................21
     9.4     Expenses .........................................................................21
     9.5     Pricing Adjustments ..............................................................21
     9.6     Most Favored Customer Pricing ....................................................21
     9.7     Taxes ............................................................................21
     9.8     Proration ........................................................................22
     9.9     Rights of Set-off ................................................................22

10.          Representations And Warranties ...................................................22
     10.1    By FNIS ..........................................................................22
     10.2    By MGEN ..........................................................................22
     10.3    Disclaimer .......................................................................24

11.          Term And Termination . ...........................................................24
     11.1    Term .............................................................................24
     11.2    Termination for Cause ............................................................24
     11.3    Termination for Nonpayment .......................................................25
     11.4    Transition Assistance on Termination .............................................25
     11.5    Right of Immediate Payment .......................................................25
     11.6    Survival .........................................................................25

12.          Indemnities ......................................................................26
     12.1    Indemnity by FNIS ................................................................26
     12.2    Indemnity by MGEN ................................................................26
     12.3    Indemnification Procedures .......................................................26
     12.4    Subrogation ......................................................................27
     12.5    Non-Exclusive Remedy .............................................................27

13.          Insurance ........................................................................28
     13.1    Insurance Maintained by MGEN .....................................................28
     13.2    Insurance Documentation ..........................................................28

14.          General Provisions ...............................................................28
     14.1    Binding Nature and Assignment ....................................................28
     14.2    Notices ..........................................................................28
</TABLE>



                                      iii


<PAGE>

<TABLE>
<S>                                                                                           <C>
     14.3    Counterparts .....................................................................29
     14.4    Relationship of Parties ..........................................................29
     14.5    Approvals and Similar Actions ....................................................29
     14.6    Force Majeure ....................................................................29
     14.7    Severability .....................................................................29
     14.8    Waiver ...........................................................................30
     14.9    Attorneys' Fees ..................................................................30
     14.10   Media Releases ...................................................................30
     14.11   No Third Party Beneficiaries .....................................................30
     14.12   Entire Agreement .................................................................30
     14.13   Governing Law and Dispute ........................................................30

Schedule 1. Support ............................................................................i

Schedule 2. Hosting Services ..................................................................ii

Schedule 3. Projects .........................................................................iii

Schedule 4. of Existing Services ...............................................................v

Schedule 5. List of Project Coordinators and Project Area Managers ............................vi

Schedule 6. Labor Rates ......................................................................vii

Schedule 7. Maintenance and Support Charges ...................................................ix
</TABLE>



                                       iv

<PAGE>

                       SYSTEM DEVELOPMENT, MAINTENANCE AND
                   INFORMATION TECHNOLOGY SERVICES AGREEMENT


        This Agreement is made and entered into to be effective as of the
2nd day of August, 2001 (the "Effective Date"), by and between Fidelity
National Information Solutions, Inc., a Delaware Corporation, and its Members,
as defined below (collectively, "FNIS"), on the one hand, and Micro General
Corp., a Delaware Corporation, on behalf of itself and any subsidiary performing
services hereunder (collectively, "MGEN"), on the other hand.

        WHEREAS, FNIS is a company that provides (1) MLS organizations with
system integration solutions, information for making real estate decisions to
consumers, (2) real estate professionals, environmental engineers, mortgage
bankers and insurance banking and legal industries, (3) web-based property
valuation, (4) real estate tax information, property tax payment disbursement
and delinquency, monitoring and tracking services, (5) flood determination and
life-of-loan flood zone monitoring services, (6) credit reporting services, and
(7) other real estate information services, including document management
support services for complex litigation (the "Business");

        WHEREAS, MGEN is a comprehensive provider of business communications and
information technology solutions including electronic data processing,
facilities management, systems integration, systems development,
telecommunications and related services;

        WHEREAS, the purpose of this Agreement is to establish and memorialize
the general terms and conditions whereby MGEN would provide certain
communications and information technology services to FNIS; and

        WHEREAS, MGEN is willing to offer and provide to FNIS, and FNIS shall be
entitled, but not obligated, to obtain from MGEN the communications and
information technology services described in this Agreement on the terms and
conditions set forth in this Agreement and in the accompanying Project Scope
Documents (as hereinafter defined).

        NOW, THEREFORE, for and in consideration of the agreements of the
parties set forth below, the parties hereby agree as follows:

1.      DEFINITIONS AND CONSTRUCTION

        1.1     DEFINITIONS

        "Affiliate" means any corporation, partnership, limited liability
        company or other entity directly or indirectly controlled by or under
        the common control of FNIS. Notwithstanding the foregoing, the term
        shall not include MGEN (or any entity controlled by MGEN).

        "Best Practices" shall have the meaning set forth in Section 4.5.

        "Business" shall have the meaning provided in the first Recital. With
        respect to FNIS, the term "Business" includes business areas into which
        FNIS may expand in the future.

        "Change" shall mean any modification or change to System Software,
        Equipment or Services that would materially alter the functionality,
        performance standards or technical environment of such System, Software
        or Equipment, the manner in which



                                           1
<PAGE>

        the Services are provided, the composition of the Services, or the cost
        of the Services to FNIS.

        "Confidential Information" shall have the meaning provided in Section
        8.6.

        "Deliverables" means the deliverable items (a) specified for each
        Milestone in an applicable Project Scope Document, or (b) otherwise
        identified as items to be delivered by MGEN to FNIS.

        "Designated Services" shall have the meaning set forth in Section 2.1.

        "Developed System" means any System created in connection with a Systems
        Development Project or for which MGEN undertakes responsibility for the
        development effort, pursuant to this Agreement or any Project Scope
        Document.

        "Documentation" means those operating manuals, users' manuals,
        programming manuals, modification manuals, flow charts, drawings and
        software listings designed to assist a user's understanding or
        application of MGEN Software, Third Party Software or such other
        software as the context may contemplate.

        "Enhancements" shall mean all improvements, additions, and any
        modifications to a technology. The term "Enhancements" shall include all
        upgrades; bug fixes; work-arounds; software patches and other fixes;
        Improvements; changes or additions required to integrate the technology
        into other applications, operating systems, or computer hardware
        configurations; and all works of authorship, data, know-how, technology,
        information, inventions and/or discoveries related thereto which are
        conceived, or conceived and reduced to practice by a Party, but
        excluding all modifications or improvements developed with third parties
        to the extent the right to license such modifications or improvements is
        not obtained, after reasonable efforts to do so.

        "Equipment" shall have the meaning set forth in Section 2.8.

        "Existing Services" means those Services that are currently being
        provided to FNIS and its Affiliates, and that are listed on Schedule 4.

        "Fees" shall mean, collectively, fees payable to MGEN in connection with
        its performance of Services hereunder or pursuant to a Project Scope
        Document, and any other amounts payable to MGEN hereunder or pursuant to
        a Project Scope Document.

        "FNIS Data" shall mean all data or information regarding FNIS's
        business, including information relating to customers, employees,
        technology, operations, facilities, consumer markets, products,
        capacities, systems, procedures, security practices, research,
        development, business affairs and finances, innovations, inventions,
        designs, business methodologies, improvements, trade secrets,
        copyrightable and patentable subject matter and other similar
        information obtained by or disclosed to or submitted to MGEN by or on
        behalf of FNIS in connection with the performance of this Agreement or
        any applicable Project Scope Document. It is expressly agreed and
        understood that FNIS Data is "Confidential Information" under Section
        8.6.



                                       2
<PAGE>

        "FNIS Regulatory Requirements" shall mean the laws, rules and
        regulations on an international, federal, state and local level to which
        FNIS is required to submit or to which it voluntarily submits.

        "FNIS Service Location" shall mean any site or facility owned, leased or
        controlled by FNIS, and where Services shall be performed in connection
        with this Agreement or any Project Scope Document.

        "FNIS Systems" means Systems that are being operated by or on behalf of
        FNIS immediately prior to the Effective Date.

        "Help Desk" means the service of telephone support for assisting in
        resolving information technology and communications problems of FNIS.

        "Hosting Environment" shall mean the physical configuration, and the
        database environment, which is necessary to operate the FNIS Website or
        a FNIS Network in accordance with the terms and conditions of this
        Agreement, and any applicable Project Scope Document including without
        limitation descriptions of the hardware and software platforms,
        ancillary software, site security, and telecommunications capabilities.
        The Specifications for the Hosting Environment shall be as set forth in
        the applicable Project Scope Document.

        "Improvement" shall mean (i) for copyrightable or copyrighted material,
        any modification, correction, addition, extension, upgrade, improvement,
        compilation, abridgement, or other form in which an existing work may be
        recast, transformed, or adapted; (ii) for patentable or patented
        material, any improvement thereon; and (iii) for material which is
        protected by trade secret, any new material derived from such existing
        trade secret material, including new material which may be protected by
        copyright, patent, and/or trade secret.

        "Intellectual Property Rights" shall mean any and all rights existing
        now or in the future under patent law, copyright law, industrial design
        rights law, semiconductor chip and mask work production law, moral
        rights law, trade secret law, trademark law, unfair competition law,
        publicity rights law, privacy rights law, and any and all similar
        proprietary rights, and any and all renewals, extensions, and
        restorations thereof, now or hereafter in force and effect worldwide.

        "Internet" shall mean the global Network of interconnected computer
        Networks (or any part thereof, using TCP/IP or such other Network
        interconnection or communications protocols as may be adopted from time
        to time, which is used to deliver data to a computer or other digital
        electronic device, whether such data is delivered through on-line
        browsers, off-line browsers, or through electronic mail, broadband
        distribution, satellite, wireless or otherwise.

        "Losses" means all losses, liabilities, damages and claims (including
        taxes) to third persons or entities, and all related costs and expenses
        (including any and all attorneys and expert witness fees and costs of
        investigation, litigation, settlement, judgment, interest and
        penalties).

        "Maintain" or "Maintenance" means, collectively, the activities,
        services and functions identified in Section 2.2.



                                        3
<PAGE>


        "Member" means any entity that is an Affiliate of FNIS.

        "MGEN Service Location" shall mean any location owned, leased, or
        controlled by MGEN and from or at which MGEN provides services in
        connection with this Agreement or any applicable Project Scope Document,
        other than FNIS Service Locations.

        "MGEN Software" shall mean all Software used, useful or developed by
        MGEN in connection with the performance of its obligations pursuant to
        this Agreement or any Project Scope Document.

        "MGEN Tools" shall mean any software development and performance
        testing, know-how, methodologies, processes, technologies or algorithms
        used by MGEN in providing Services, and based upon trade secrets or
        Confidential Information of MGEN, or otherwise based on Intellectual
        Property Rights owned or licensed by MGEN.

        "Milestone" means an individual task or set of tasks to be completed by
        a certain date as described in any Project Scope Document.

        "Network" shall mean a group of computers or other digital electronic
        devices connected by communications facilities, either through long-term
        connections, such as cables, or through more temporary connections, such
        as by telephone, by satellite, or other communications links. The term
        "Network" encompasses, but is not limited to, Local Area Networks
        ("LANs") and Wide Area Networks ("WANs"), and includes user-to-user as
        well as distributed communications.

        "New Project" shall mean any Services to be rendered by MGEN in
        connection with an undertaking that is not a Project as of the Effective
        Date.

        "New Project Scope Documents" shall mean any Project Scope Document
        executed in connection with the rendering of Services relating to a New
        Project.

        "New System" shall have the meaning set forth in Section 2.6.1.

        "Out-of-Scope Services" shall have the meaning set forth in Section 2.5.

        "Other Service Location" shall mean any location, other than an MGEN
        Service Location or a FNIS Service Location, permitted in accordance
        with this Agreement or an applicable Project Scope Document from which,
        or to which, Services are provided.

        "Party" shall mean either FNIS or MGEN, as the case may be.

        "Project" means each of the discrete tasks or undertakings to be
        performed by MGEN pursuant to Section 2.1 of this Agreement. This term
        shall include, when the context allows, all New Projects.

        "Project Manager" shall have the meaning set forth in Section 3.1.

        "Project Scope Document" shall mean the various individual written
        documents executed by an authorized signatory of each Party documenting
        the deliverables, Milestones, tasks, and other relevant responsibilities
        with respect to a Project Area.



                                       4
<PAGE>


        This term shall include, when the context allows, all New Project Scope
        Documents executed in accordance with the procedure set forth in Section
        2.6.

        "Project Budget" shall mean a written document that contains (a) a
        long-range plan and budget for a Project and (b) an annual plan and
        budget for a Project.

        "Project Coordinator" shall have the meaning set forth in Section 3.1.

        "Service Levels" shall have the meaning set forth in Section 4.1.

        "Service Location" shall mean any FNIS Service Location, MGEN Service
        Location or Other Service Location.

        "Services" shall mean those services, activities, functions or
        undertakings to be performed by MGEN in connection with the discharge of
        its obligations hereunder and under any Project Scope Document,
        including, Designated Services and the general services, activities and
        functions outlined in Section 2.

        "Software shall mean the MGEN Software and Third Party Software,
        collectively.

        "Source Code" means computer programs, instructions and related material
        written in a human-readable source language in form capable of serving
        as the input to a compiler or assembler program, and in form capable of
        being modified, supported and enhanced by programmers reasonably
        familiar with the source language.

        "Specifications" means the descriptions of the technical requirements,
        component parts, features, functionality, performance criteria,
        operating conditions, interfaces, data transfer, processing parameters,
        and protocols, associated with the undertaking by MGEN of Services, as
        may be specifically set forth herein or in a Project Scope Document.

        "Support" shall have the meaning set forth in Section 2.2.3.

        "Systems" means computer programs, the tangible media on which they are
        recorded, their supporting documentation, including input and output
        formats, program listings, narrative descriptions and operating
        instructions, as well as the hardware upon which such computer programs
        are run or stored.

        "Systems Development Project" means, collectively, the activities,
        services and functions identified in Section 2.6, as well as any other
        work performed by MGEN with regard to a System that exceeds Maintenance
        or Support in terms of scope or level of effort.

        "Third Party Services Contracts" means the contracts pursuant to which
        FNIS receives services as of the Effective Date for use in providing the
        Existing Services or pursuant to which FNIS receives Third Party
        services during the Term.

        "Third Party Software" shall mean all software and related Documentation
        owned by a third party, validly licensed to, and used by, MGEN in
        connection with the performance of its obligations pursuant to this
        Agreement or any Project Scope Document.



                                       5
<PAGE>


"Third Party System" means any System which (1) is not a FNIS System, and (2) is
acquired or licensed from a third party for operation by MGEN on behalf of FNIS
under this Agreement.

"Website" shall mean a series of interconnected Web Pages residing in a single
directory on a single server.

"Web Page" means a document or file that is intended to be accessible by
Internet users.

Other capitalized terms used in this Agreement are defined in the context in
which they are used and shall have the meanings indicated by such use.

1.2     REFERENCES. In this Agreement and the Schedules to this Agreement,
        including the Project Scope Document(s) and any schedules attached
        thereto:

        1.2.1   the Schedules to this Agreement shall be incorporated into and
                deemed a part of this Agreement and all references to this
                Agreement shall include the Schedules to this Agreement;

        1.2.2   this Agreement shall be incorporated into and deemed a part of
                any Project Scope Documents hereafter executed by the Parties;

        1.2.3   the schedules to any Project Scope Document shall be
                incorporated into and deemed a part of such Project Scope
                Document and all references to such Project Scope Document shall
                include the schedules to such Project Scope Document;

        1.2.4   references to any law or regulation shall mean references to the
                law or regulation in changed or supplemented form to a newly
                adopted law or regulation replacing a previous law or
                regulation; and

        1.2.5   references to the word "including" or the phrase "e.g." in this
                Agreement shall mean "including, without limitation."

1.3     HEADINGS. The article and Sections headings and the table of contents
        are for reference and convenience only and shall not be considered in
        the interpretation of this Agreement or any Project Scope Document.

1.4     INTERPRETATION OF AGREEMENT AND PROJECT SCOPE DOCUMENTS. The terms and
        conditions set forth in this Agreement shall govern MGEN's provision of
        Services to FNIS under the Project Scope Documents, except as otherwise
        expressly set forth herein. In the event of a conflict between the terms
        of this Agreement and any Project Scope Document, unless otherwise
        provided herein [or expressly stated in the Project Scope Document], the
        terms of this Agreement shall prevail. In the event of a conflict
        between a Project Scope Document and the schedules to a Project Scope
        Document, the terms of the Project Scope Document shall prevail.

1.5     INTERPRETATION OF AGREEMENT AND SCHEDULES. In the event of any conflict
        between (a) the terms of this Agreement or a Project Scope Document, on
        the



                                       6
<PAGE>

        one hand, and (b) any Schedule to this Agreement on the other hand, the
        terms of this Agreement or the Project Scope Document shall prevail.

2.      SCOPE OF WORK; SERVICES AND COMMITMENTS

        2.1     EXECUTION OF PROJECT SCOPE DOCUMENTS. MGEN agrees to perform
                Services in connection with each Project (including any New
                Project) described herein or in any Project Scope Document
                attached hereto. Following execution of this Agreement, the
                Parties agree to utilize their best efforts to promptly
                negotiate and execute Project Scope Documents not inconsistent
                with the provisions of this Agreement and the Schedules hereto.
                Each Project Scope Document shall identify (i) the Services to
                be performed with respect to such Project (the Designated
                Services"), (ii) the time frames and Milestones for the
                performance of the Designated Services, (iii) any special terms
                and conditions applicable to Designated Services (including
                Service Levels and Specifications, as appropriate) and (v) such
                other provisions as the Parties may agree.

        2.2     MAINTENANCE AND SUPPORT. MGEN shall provide the following
                Support and Maintenance Services for a fixed annual fee, as
                specified in Section 9.1.2.

                2.2.1   SYSTEMS MAINTENANCE. MGEN shall update Systems in order
                        to meet changing information requirements, including,
                        changing data formats, fixing bugs, adapting Software to
                        interface with new hardware devices where feasible, and
                        performing required file maintenance.

                2.2.2   Hardware Maintenance. MGEN shall maintain, support, and
                        periodically test the Equipment , except where such
                        obligations are the responsibility of an identified
                        third party.

                2.2.3   Support. MGEN shall provide Support with respect to
                        Systems, Software, data Networks, voice Networks and
                        platforms used or useful in connection with FNIS's
                        Business. The term "Support" shall include

                        (a) inputting, connecting, and manipulating data, (b)
                        formulating queries,

                        (c) designing and revising reports, (d) providing
                        operator services,

                        (e) administering a Help Desk, (f) dispatching technical
                        service engineers,

                        (g) revising and updating web pages, (h) training FNIS
                        employees (consistent with Section 2.3) and (i) such
                        other tasks that are customarily performed by service
                        providers similarly situated or as specified in a
                        Project Scope Document. In addition, such Support shall
                        include the Services specified on the attached Schedule
                        1, entitled "Support."

        2.3     TRAINING. The terms and conditions regarding onsite training for
                FNIS's Project Coordinator and other such employees or agents as
                FNIS may select with respect to each Project shall be mutually
                agreed upon in good faith by the Parties in the applicable
                Project Scope Documents.

        2.4     WEBSITE HOSTING. MGEN shall provide and Maintain a Hosting
                Environment to host the FNIS Website, and shall provide website
                hosting services for the FNIS Website, which services may be
                detailed in a Project Scope Document but shall not be
                inconsistent with Schedule 2 ("Hosting Services"). MGEN shall be
                responsible for obtaining and Maintaining the computer hardware
                and software



                                       7
<PAGE>

                utilized in connection with the Hosting Services hereunder. MGEN
                shall be entitled to a fixed annual charge for such Hosting
                Services, in accordance with Section 9.1.2

        2.5     OUT-OF-SCOPE SERVICES. Each Party agrees and acknowledges that
                the performance of Maintenance and Support Services by MGEN
                under Section 2.2 and Hosting Services under Section 2.4 shall
                be provided at fixed fees pursuant to Section 9.1.2 of this
                Agreement. Each Party further agrees and acknowledges, however,
                that during the course of MGEN's performance of Maintenance and
                Support Services hereunder, unforeseen circumstances could
                compel MGEN to propose, or FNIS to request, that certain
                services not otherwise contemplated by the Parties as of the
                Effective Date be performed ("Out-of-Scope Services"). To allow
                FNIS to manage all such Out-of-Scope Services, MGEN agrees that
                (a) it shall perform no Out-of-Scope Service without first
                obtaining FNIS's written approval and (b) it shall detail all
                costs and fees for Out-of-Scope Services in accordance with
                Section 9.3.

        2.6     SYSTEMS DEVELOPMENT PROJECTS. MGEN shall undertake Systems
                Development Projects in accordance with this Section 2.6. Either
                Party may determine that implementation of a New Project is
                advisable (and MGEN shall have a duty to bring such advisable
                New Projects to the attention of FNIS). Accordingly, upon the
                initiative of either Party, and upon reasonable notice, the
                Parties shall meet and confer, and exchange information
                concerning the potential New Project. Upon completion of such
                information exchange, the Parties shall conduct good faith
                negotiations concerning (a) the scope of Services to be provided
                by MGEN, and (b) the projected costs of such Services and
                Developments, in accordance with this Section 2.6. To the extent
                such Project rises to the level of a New Project, the Parties
                agree to execute appropriate additional New Project Scope
                Documents.

                2.6.1   SYSTEMS ANALYSIS AND DESIGN. Upon FNIS's request, and in
                        exchange for consulting fees provided under Section
                        9.1.1, MGEN shall analyze and assess all aspects of any
                        project contemplating the addition of a new System (a
                        "New System"), the Enhancement to an existing System, or
                        the creation or substantial Enhancement to an Internet
                        Website, including, undertaking a feasibility study,
                        proposing a general design, prototyping, creating an
                        architectural design, establishing Specifications, and
                        preparing a detailed statement of work (collectively,
                        "Design").

                2.6.2   DEVELOPMENT. Upon completion of the Design, and upon
                        FNIS's acceptance of such Design in accordance with
                        Section 2.9, MGEN shall prepare a Quote for the
                        Development and Implementation (as such terms are
                        defined below) of such Design, as provided in Section
                        2.6.4, below. Upon FNIS's acceptance of the Quote, MGEN
                        shall code, develop, and test ("Development") the
                        referenced New System that shall add the required
                        functionality, features or Enhancements.

                2.6.3   IMPLEMENTATION. Upon completion of any Development
                        obligations it may have, MGEN shall (subject to the
                        Quote Procedure set forth in Section 2.6.4) train
                        appropriate FNIS employees, convert any existing Systems
                        to the New System and install the New System
                        ("Implementation").


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<PAGE>

                2.6.4   MGEN QUOTES; BID PROCEDURE. In connection with any
                        Development or Implementation work requested by FNIS or
                        required to complete a Systems Development Project, and
                        notwithstanding anything to the contrary in any Schedule
                        hereto or in any Project Scope Document, MGEN shall
                        provide FNIS with a quote for charges it reasonably
                        expects to incur in performing such work (a "Quote").
                        Consistent with Section 2.15 hereunder, FNIS shall
                        thereafter have the option to contract for the provision
                        of such services with any third-party in its sole and
                        absolute discretion. In the event FNIS selects MGEN as
                        its service provider, MGEN shall be bound by its Quote,
                        FNIS shall be entitled to rely on such Quote, and FNIS
                        shall be bound by such Quote under Section 9.1.3;
                        provided, however, that adjustments to the Quote may be
                        submitted for approval in connection with the Change
                        Order Process specified in Section 2.10.

                2.6.5   COST REDUCTION. In a situation in which MGEN is
                        providing a fixed cost service to FNIS, and MGEN is able
                        to sell identical or similar services to a third party
                        such that MGEN's fixed cost of providing such service is
                        shared by FNIS and such third party, then MGEN shall
                        inform FNIS of such eventuality and the parties shall
                        mutually agree to a reduction of the amount paid by FNIS
                        for such services by an agreed amount.

        2.7     CONSULTING. In addition to Maintenance, Support, Hosting,
                Design, Implementation and Development Services, upon FNIS's
                request and in exchange for the fees set out in Section 9.1.1,
                MGEN shall provide FNIS with Consulting Services. Such
                Consulting Services shall include, but not be limited to (at
                FNIS's direction): (a) a review of FNIS's technology needs in
                light of FNIS's business plan; (b) interviewing FNIS executives
                to determine and clarify FNIS's business objectives and
                associated technology needs; (c) advising FNIS on its future
                technology needs; (d) evaluating alternative or emerging
                technologies, (e) preparing a technology plan integrating FNIS
                Systems and Developed Systems with new technology; (f) advising
                FNIS with respect to its Networks,(g) identifying and advising
                FNIS with respect to Best Practices (as such term is defined in
                Section 4.5), and (h) such other Consulting Services (including
                Out of Scope Services, as appropriate) mutually agreed to by the
                Parties.

        2.8     EQUIPMENT PROCUREMENT. At FNIS's request and at MGEN's
                reasonable and good faith discretion, MGEN shall obtain on
                behalf of FNIS equipment and hardware that are related to the
                Services ("Equipment").


                2.8.1   PROCUREMENT SERVICES. MGEN shall (1) identify suppliers
                        with the most favorable terms (including the lowest cost
                        supplier) for any Equipment and (2) upon FNIS's
                        selection and approval, acquire the Equipment on FNIS's
                        behalf or lease, or coordinate the leasing of, such
                        Equipment to FNIS.

                2.8.2   PROCUREMENT COMPENSATION. MGEN shall be compensated for
                        such procurement services at MGEN's hourly rates, in
                        accordance with Section 9.1.1, and FNIS shall pay to
                        MGEN, the supplier, or any third party lessor, as
                        applicable, the purchase or lease fees in respect of the
                        Equipment. Except as otherwise agreed in writing by the
                        Parties or as otherwise provided in an applicable
                        Project Scope Document, all rights in



                                       9
<PAGE>

                        and title to any Equipment purchased by MGEN on behalf
                        of FNIS pursuant to this Agreement or any Project Scope
                        Document shall belong to FNIS.

        2.9     ACCEPTANCE PROCEDURE. The following acceptable procedure shall
                apply to all Deliverables MGEN provides to FNIS under this
                Agreement.

                2.9.1   VERIFICATION PERIOD. Following timely receipt of
                        Deliverables from MGEN, FNIS shall have not less than
                        thirty (30) or more than forty-five (45) calendar days
                        (the "Verification Period") in which to review, examine
                        and verify such Deliverables and notify MGEN (a) of any
                        material failure thereof to meet applicable
                        Specifications or (b) of a material failure thereof
                        otherwise to meet FNIS's needs, as FNIS may determined
                        in the exercise of commercially reasonable judgment (a
                        "Deliverable Failure"). FNIS agrees to use commercially
                        reasonable efforts to provide MGEN with all information
                        reasonably available regarding any Deliverable Failure.
                        1f FNIS fails to accept or reject a Deliverable within
                        the Verification Period specified above, the Deliverable
                        shall be deemed accepted; provided, however, that any
                        failure by FNIS to discover or notify MGEN of defects
                        within any Verification Period shall not negate any of
                        MGEN' representations or warranties, nor waive any of
                        FNIS's rights or remedies.

                2.9.2   CORRECTION BY MGEN. Upon receipt of notice regarding the
                        Deliverable Failure, MGEN shall use its best efforts, at
                        MGEN's sole cost and expense, to correct any such
                        Deliverable Failure and to resubmit the corrected
                        applicable Deliverables to FNIS as soon as commercially
                        and technically practicable, but in all cases within
                        forty-five (45) days or such time as the parties
                        mutually agree, following MGEN's notice of a Deliverable
                        Failure. Subject to FNIS's rights under Section 11 of
                        this Agreement, MGEN shall repeat the process of
                        correction and resubmission of an applicable Deliverable
                        until FNIS's acceptance.

                2.9.3   REMEDY. In the event MGEN is unable to provide FNIS with
                        an acceptable Deliverable in a timely manner and in
                        accordance with this Section 2.9, upon request MGEN
                        shall reimburse FNIS for all fees, costs, and expenses
                        FNIS has incurred in connection with the Deliverable and
                        associated development. The parties further agree that
                        failure to timely correct a Deliverable Failure shall be
                        deemed a material breach of this Agreement.

                2.9.4   ALTERATIONS TO ACCEPTANCE PROCEDURES. A Project Scope
                        Document may specify standards, criteria and procedures
                        relating to the acceptance of Services or Deliverables
                        provided that such Document is not inconsistent with
                        this Section 2.9.

        2.10    CHANGE ORDERS. All Changes shall be controlled using the
                following formal change control process: (1) the Party proposing
                a Change will document it in writing, provide technical and cost
                justification for the Change, and specify a desired
                implementation date; (2) the Party receiving the proposed Change
                will assess the impact of the proposed Change, considering
                resources required, technological implementation and other
                contemplated and in-process changes:



                                       10
<PAGE>


                (3) the Parties shall negotiate in good faith toward a mutually
                acceptable proposal, and shall memorialize such proposal in
                writing; (4) the completed proposal shall be presented to the
                Project Coordinators for written approval; (5) no Changes will
                be implemented without (a) such written approval and (b) a
                written agreement setting forth and defining Specifications,
                schedules, resources to be utilized, responsibilities of both
                Parties and the criteria for successful implementation of such
                Change. MGEN shall be responsible for ensuring that the Change
                Control Process established by this Section 2.10 is followed,
                and FNIS shall not be obligated to pay for Changes undertaken by
                MGEN which do not fully comply with this Section. Additional
                provisions with respect to the Change Control Process for any
                Project may be specified in any Project Scope Document, provided
                such provisions are not inconsistent herewith.

        2.11    SUBCONTRACTING. Prior to subcontracting any portion of the
                Services, MGEN shall notify FNIS of the proposed subcontract.
                FNIS shall have the right to approve such subcontractor, which
                approval shall not be unreasonably withheld or delayed. No
                subcontracting shall release MGEN from its responsibility for
                its obligations under this Agreement or under any Project Scope
                Document. MGEN shall be responsible for the work and activities
                of each of its subcontractors, including compliance with the
                applicable terms and provisions of this Agreement. MGEN shall be
                responsible for all payments of fees and expenses, as
                appropriate, to its subcontractors.

        2.12    LICENSES AND PERMITS. MGEN shall obtain and maintain all
                necessary licenses (including, but not limited to, Software
                licenses), consents, approvals, and permits and any
                authorizations required by legislative enactments and
                regulations applicable to it that are legally required for MGEN
                to provide the Designated Services. FNIS shall be primarily
                responsible for authorizations relating to FNIS Regulatory
                Requirements. Subject to the foregoing, and upon request, each
                Party shall cooperate with and provide reasonable assistance to
                the other Party in obtaining any such licenses, consents,
                approvals, permits and authorizations.

        2.13    SERVICE LOCATIONS. Unless otherwise agreed by FNIS, the
                Designated Services shall be provided at (1) the FNIS Service
                Locations, and (2) the MGEN Service Locations.

                2.13.1  OTHER SERVICE LOCATIONS. In addition, MGEN may provide
                        the Designated Services from Other Service Locations,
                        upon prior approval by FNIS provided that MGEN
                        demonstrates to FNIS's reasonable satisfaction that the
                        provision of the Designated Service from such Other
                        Location will not result in any additional cost to FNIS
                        and that there are no increased risks to FNIS regarding
                        the security of FNIS Data or the disclosure of FNIS
                        Confidential Information. If MGEN provides the
                        Designated Services from an Other Service Location in
                        accordance with this Agreement or any applicable Project
                        Scope Document, such Other Service Locations shall be
                        deemed to be a "MGEN Service Location" for purposes of
                        this Agreement. MGEN and MGEN agents, representatives
                        and subcontractors, may not provide or market services
                        to a third party from a FNIS Service Location without
                        FNIS's consent.


                                       11

<PAGE>

                2.13.2  SHARED ENVIRONMENT. In the event that MGEN desires to
                        migrate services or technology subject to this Agreement
                        to a shared environment or from one shared environment
                        to another shared environment, MGEN will, prior to
                        migrating such services or technology, (1) advise FNIS
                        of such desire; (2) consult with FNIS on a proposal and
                        transition plan; (3) demonstrate to FNIS's reasonable
                        satisfaction that the use of such shared environment
                        will not result in any additional cost or decreased
                        Service Levels to FNIS and that there are no increased
                        risks to FNIS regarding security of FNIS Data or the
                        disclosure of FNIS's Confidential Information in
                        contravention of Section 8; (4) when commercially
                        reasonable, operate in parallel to demonstrate that
                        there are no such increased risks to security,
                        confidentiality, Service Levels or user interfaces; (5)
                        work with FNIS to mitigate any identified risks to
                        FNIS's Business; (6) review with FNIS the effect of such
                        migration on FNIS Regulatory Requirements and
                        contractual obligations and (7) obtain FNIS's consent to
                        the transition plan to the shared environment, as
                        presented.

        2.14    DATA MIGRATION. MGEN agrees that FNIS Data shall be stored in
                industry-standard formats, and shall be readily portable to
                industry-standard, off-the-shelf database applications.

        2.15    THIRD-PARTY SERVICES. Notwithstanding any request made to MGEN
                by FNIS, FNIS shall have the right to contract with any third
                party for the performance of Services. In the event FNIS
                contracts with a third party to perform any Service, MGEN shall
                cooperate in good faith with FNIS and any such third party to
                the extent reasonably required by FNIS. To the extent such
                cooperation requires additional Services by MGEN, MGEN shall
                provide such Services and shall be compensated consistent with
                the provisions of this Agreement or any applicable Project Scope
                Document.

        2.16    EMERGENCY PROJECTS. From time to time it may be necessary for
                FNIS to request MGEN to undertake a Project on an emergency
                basis. The parties understand and acknowledge that the
                exigencies of such situations may mandate that MGEN take action,
                including commitment of time, resources and effort, to address
                the Project. The parties shall honor commitments and actions
                that were reasonable under the circumstances, and shall endeavor
                to comply with the New Project provisions set out above as soon
                as practicable.

3.      CONTRACT ADMINISTRATION AND PROJECT TEAM

        3.1     PROJECT COORDINATORS. Each Party shall appoint an individual
                (the "Project Coordinator") who, from the Effective Date, shall
                serve on a dedicated basis as the primary representative for
                such Party under this Agreement. A Party's appointment of a
                Project Coordinator shall be subject to the other Party's
                reasonable approval. The Project Coordinator shall (1) have
                overall responsibility for managing and coordinating the
                performance of such Party's obligations under this Agreement and
                the Project Scope Documents, (2) be authorized to act for and on
                behalf of such Party with respect to all matters relating to
                this Agreement and the Project Scope Documents and (3) appoint
                the individuals ("Project Managers") who shall be primarily
                responsible for supervising performance under the Project Scope
                Documents. A current list of Project



                                       12
<PAGE>

                Coordinators and Project Managers shall be maintained as
                Schedule 5, as such Schedule may be amended from time to time.

        3.2     PROJECT STAFF. Each Party, through its Project Coordinators and
                Project Managers, shall only assign employees who possess the
                requisite training and skills to perform the Designated Services
                contemplated under any Project Scope Document ("Project Staff").

        3.3     RESTRICTED POSITIONS. MGEN acknowledges that certain MGEN
                employees, including those assigned as (i) the MGEN Project
                Coordinator, (ii) the MGEN Project Managers, (iii) any MGEN
                employee who spends over thirty percent (30%) of his or her time
                on FNIS matters; and (iv) such other MGEN employees as the
                parties may mutually designate in writing (collectively or
                individually, as appropriate "Restricted Positions") may result
                in such MGEN employees ("Restricted Position Employees") being
                knowledgeable of sensitive Confidential Information. MGEN shall
                use its best efforts to ensure that Restricted Position
                Employees safeguard FNIS confidential information.

        3.4     PERFORMANCE REVIEW. The MGEN Project Coordinator and the FNIS
                Project Coordinator will meet at least monthly to review the
                performance of both Parties under this Agreement, and shall meet
                when reasonably requested by either Party to review the
                performance of either party under this Agreement. At the request
                of either Party, written or taped minutes of such meetings may
                be kept.

        3.5     DISPUTE RESOLUTION. If there is any dispute or disagreement
                between the Parties either in interpreting any provision of this
                Agreement or about the performance of either Party, then upon
                the written request of either Party, each of the Parties,
                through their respective Project Coordinators, will meet and
                confer to negotiate in good faith in an effort to resolve the
                dispute without any formal proceeding. During the course of such
                negotiation(s), all reasonable requests made by one Party to the
                other for information, including copies of relevant documents,
                will be honored. The specific format for such discussions will
                be left to the discretion of the Project Coordinators. If the
                Project Coordinators are unable to resolve the dispute within 30
                days after their first meeting, each Party will appoint a
                designated officer of its corporation to attempt to resolve the
                dispute. No litigation for the resolution of such disputes may
                be commenced until the designated officers have met and either
                Party has concluded in good faith that amicable resolution
                through continued negotiation does not appear likely (unless
                either party fails or refuses to schedule such a meeting of
                officers within a reasonable time after a request to do so by
                the other Party).

4.      SERVICE LEVELS.

        4.1     SERVICE LEVELS. Commencing on the Effective Date, MGEN shall
                perform the Designated Services at the performance levels and
                standards (collectively, the "Service Levels") (a) set forth in
                the applicable Project Scope Documents, provided the same are
                not inconsistent with this Article 4, and (b) established by the
                warranties set forth in Sect ions 10.2.4 and 10.2.5.



                                       13
<PAGE>


        4.2     MEASUREMENT AND MONITORING TOOLS. MGEN shall measure and monitor
                its compliance with the Service Levels. Such measurement and
                monitoring shall permit reporting at a level of detail
                sufficient for FNIS to verify compliance with the Service
                Levels. On a schedule set by the parties in applicable Project
                Scope Documents, MGEN shall provide periodic performance and
                status reports to FNIS, in a form mutually agreed by the
                parties, indicating the level of achievement of the Service
                Levels. FNIS shall have the right to require MGEN to outsource
                its responsibilities with respect to monitoring any Service
                Level established hereunder or pursuant to any Project Scope
                Document. FNIS shall have the right to audit MGEN's compliance
                with the Service Levels hereunder at any Service Location upon
                reasonable written notice.

        4.3     SERVICE LEVEL FAILURES. In the event that either party
                identifies a failure during any calendar month of the Term to
                provide any of the Designated Services in accordance with the
                applicable Service Levels (each such failure, a "Service Level
                Failure), the applicable MGEN Project Coordinator promptly shall
                arrange a meeting with the FNIS Project Coordinator and provide
                a plan, reasonably satisfactory to FNIS, to address and correct
                such failures within the timeframe set forth in such plan.
                Failure by MGEN to so provide and effect such plan shall be
                deemed a material breach of this Agreement.

        4.4     CRITICAL FAILURES. In the event that a Service Level Failure
                either (a) has a material adverse business impact upon FNIS's
                Business, or (b) represents a continued failure to correct
                non-critical Service Failures over a three-month period (in each
                case a "Critical Failure"), then MGEN shall submit a written
                report to the FNIS Project Manager detailing the cause of such
                incident and the remedial measures taken with respect thereto
                within 15 business days of the Critical Failure. Failure by MGEN
                to provide and effect such remedial measures within such 15
                business day period shall be deemed a material breach of this
                Agreement. In the event of any interruption in a Critical
                Service that does not cause a Critical Failure, the MGEN Project
                Manager shall submit a written report to the FNIS Project
                Manager detailing the cause of the incident and the remedial
                measures taken with respect thereto within 30 business days
                thereafter. Failure by MGEN to provide and effect such remedial
                measures within such 30 business day period shall be deemed a
                material breach of this Agreement.

        4.5     CONTINUOUS IMPROVEMENT AND BEST PRACTICES. MGEN agrees to use
                commercially reasonable efforts to: (1) on a continuous basis,
                as part of the total quality management processes, identify ways
                to improve the Service Levels, and (2) identify and apply proven
                techniques and MGEN Tools from other installations within
                operations that would benefit FNIS either operationally or
                financially (collectively such efforts shall be hereinafter
                referred to as "Best Practices").

5.      LICENSE AND OTHER GRANTS

        5.1     LICENSE TO MGEN SOFTWARE AND INTELLECTUAL PROPERTY RIGHTS. In
                consideration of FNIS's payment of fees and other obligations
                hereunder, MGEN hereby grants to FNIS during the Term and
                Transition Period a nonexclusive, royalty-free, irrevocable and
                perpetual (except as expressly limited elsewhere here in)
                license as follows:



                                       14
<PAGE>

                5.1.1   to use all MGEN Software in connection with its
                        Business;

                5.1.2   to reproduce MGEN Software and Documentation for
                        internal Business purposes, subject to charges assessed
                        on a per-office basis and previously agreed to by the
                        Parties in writing prior to the Effective Date for
                        particular MGEN Software;

                5.1.3    to execute MGEN Software on Equipment owned or
                        controlled by FNIS;

                5.1.4   to perform and display (whether publicly or otherwise)
                        MGEN Software and Documentation (subject to the
                        nondisclosure obligations contained herein) for Business
                        purposes;

                5.1.5   After the termination of this Agreement, FNIS will have
                        the following additional rights:

                        5.1.5.1 to create Improvements to any MGEN Software or
                                Documentation and to use and enjoy such
                                Improvements;

                        5.1.5.2 to create translations to other computer
                                languages or otherwise of MGEN Software for
                                Business purposes; and

                5.1.6   The licenses granted herein shall survive any
                        termination or expiration of this Agreement, even if
                        such termination or expiration is attributable to FNIS's
                        breach of a provision hereunder.

        5.2     THIRD PARTY SYSTEMS. MGEN grants to FNIS solely for the purposes
                of this Agreement a non-exclusive license to access, use, and
                enjoy all of MGEN's rights in the Third Party Systems and
                accompanying Documentation, during the Term and during the
                Transition Period.

        5.3     DELIVERY OF SOURCE CODE; USE OF SOURCE CODE MGEN shall, within
                thirty (30) days after the Effective Date, enter into an
                agreement with a provider of software escrow services reasonably
                acceptable to FNIS, providing that (i) MGEN shall deposit a copy
                of the MGEN Software into escrow; (ii) that MGEN shall maintain
                a current copy of the MGEN Software in escrow by refreshing such
                deposit at least every calendar year, or upon issuance of a
                major upgrade release, whichever occurs more often; and (iii)
                that such escrow provider shall release such deposit to FNIS
                upon a reasonable showing that this Agreement has been
                terminated. Such escrow agreement shall be in the form attached
                hereto as Exhibit A. Upon acquisition of the MGEN Software from
                the escrow agent, FNIS shall have the unfettered right to use
                such MGEN Software, in any manner that it desires, including the
                right to create derivative works thereto.

        5.4     FACILITY REQUIREMENTS. During the Term, FNIS will provide to
                MGEN, at no cost to MGEN except as specified below, access to
                and use of all of the facilities wherein any computing or
                telecommunications resources are located and where such access
                is necessary for MGEN to provide the Services hereunder. Any
                Member may limit such access in any reasonable manner to allow
                for the smooth operation of such Member.



                                       15
<PAGE>


        5.5     THIRD PARTY SERVICES. During the Term, FNIS will provide to MGEN
                contact information regarding access to and use of all of the
                third party services governed by the Third Party Services
                Contracts to enable MGEN to fulfill its obligations hereunder.
                MGEN shall provide FNIS with similar contact information
                regarding Third Party Services Contracts, Third Party Software,
                and Third Party Systems.

6.      ACCESS RIGHTS AND PROHIBITED CHANGES

        6.1     FNIS SYSTEM ACCESS. FNIS grants to MGEN a nonexclusive,
                royalty-free right to use the FNIS Systems or Developed Systems
                to the extent necessary to verify, analyze and troubleshoot
                problems on FNIS owned or controlled Equipment as part of
                performing its Maintenance obligations hereunder. Nothing in
                this Section shall grant MGEN the right to use any FNIS System
                or Developed System for any other purpose.

        6.2     PROHIBITED CHANGES TO SOFTWARE. Except as may be approved by
                FNIS, MGEN shall not make any changes or modifications to MGEN
                Software or to the Third Party Software that would alter the
                functionality of any System or degrade the performance of the
                Systems or Services, except as may be necessary on a temporary
                basis to maintain the continuity of the Services.

7.      FNIS OBLIGATIONS

        7.1     FNIS will, on a timely basis:

                7.1.1   Appoint a Project Coordinator and Project Managers as
                        set forth in this Agreement.

                7.1.2   Maintain any procedures manuals provided to FNIS by MGEN
                        by distributing and inserting updates provided by MGEN.

                7.1.3   Use commercially reasonable efforts to provide MGEN with
                        reasonable notification of, and lead time, to respond to
                        service requests, including changes to the number or
                        format of required management reports, study requests,
                        and requests to modify or Enhance any Systems.

8.      SAFEGUARDING FNIS DATA, CONFIDENTIALITY AND AUDIT RIGHTS

        8.1     SAFETY AND SECURITY PROCEDURES.

                8.1.1   FNIS shall maintain and enforce at the FNIS Service
                        Locations reasonable physical safety and security
                        procedures. FNIS shall be responsible for any failures
                        of FNIS or its agents to comply with reasonable FNIS
                        physical safety and security procedures then in effect
                        at the applicable FNIS Service Locations or reasonable
                        physical safety and security procedures then in effect
                        at the applicable MGEN Service Locations, to the extent
                        that such non-compliance causes damages to MGEN.



                                       16
<PAGE>

                8.1.2   MGEN shall maintain and enforce at the MGEN Service
                        Locations reasonable physical safety and security
                        procedures. MGEN shall be responsible for any failures
                        of MGEN or its agents to comply with reasonable MGEN
                        physical safety and security procedures then in effect
                        at the applicable MGEN Service Locations or reasonable
                        physical safety and security procedures then in effect
                        at the applicable FNIS Service Locations, to the extent
                        that such non-compliance causes damages to FNIS.

                8.1.3   MGEN shall comply at the FNIS Service Locations with
                        FNIS's physical safety and security procedures. MGEN
                        shall be responsible for any failures of MGEN or its
                        agents to comply with FNIS's physical safety and
                        security procedures then in effect at the applicable
                        FNIS Service Locations, to the extent that such
                        non-compliance causes damages to FNIS.

                8.1.4   FNIS shall comply at MGEN Service Locations with MGEN's
                        physical safety and security procedures. FNIS shall be
                        responsible for any failures of FNIS or its agents to
                        comply with MGEN's physical safety and security
                        procedures then in effect at the applicable MGEN Service
                        Locations, to the extent that such non-compliance causes
                        damages to MGEN.

        8.2     DATA SECURITY. Except to the extent otherwise agreed by the
                Parties in a Project Scope Document, MGEN shall establish and
                maintain good and sound safeguards against the destruction, loss
                or alteration of the FNIS Data in the possession of MGEN. In the
                event MGEN or MGEN agents, representatives and subcontractors,
                discover or are notified of a breach or potential breach of
                security relating to the FNIS Data, MGEN shall immediately (1)
                notify the FNIS Project Coordinator and Project Manager, as the
                case may be, of such breach or such potential breach and (2) if
                the applicable FNIS Data was in the possession of MGEN or MGEN
                agents, representatives and subcontractors, at the time of such
                breach or such potential breach, MGEN shall (a) investigate such
                breach or such potential breach and (b) inform FNIS of the
                results of such investigation.

        8.3     SECURITY RELATING TO SHARED MGEN ENVIRONMENTS. If MGEN provides
                the Designated Services to FNIS from an MGEN Service Location
                that also provides services to or processes data for any other
                MGEN customer, MGEN shall, in addition to its obligations under
                Section 2.13.2, at FNIS's request, demonstrate to FNIS's
                reasonable satisfaction that FNIS's Confidential Information and
                FNIS Data will not be disclosed to any such other MGEN customer.

        8.4     CONDUCT OF MGEN PERSONNEL. While at any FNIS Service Location,
                the Project Staff shall (1) comply with the requests, rules and
                regulations of FNIS regarding personal and professional conduct
                (including the wearing of an identification badge or personal
                protective equipment and adhering to FNIS's facilities
                regulations and general safety practices or procedures)
                applicable to such FNIS Service Locations and (2) otherwise
                conduct themselves in a professional and businesslike manner.
                MGEN shall cause the Project Staff to maintain and enforce the
                confidentiality provisions of this Agreement and any
                confidentiality provisions of any applicable Project Scope
                Document. In addition, as soon as reasonably practicable after
                the Effective Date, MGEN shall cause each of its



                                       17
<PAGE>

                employees to execute a confidentiality agreement covering the
                Confidential Information in a form substantially similar to that
                attached hereto as Exhibit B. In the event that FNIS determines
                that a particular member of the Project Staff is not conducting
                himself or herself in accordance with this Section 8.4, FNIS may
                notify MGEN of such conduct. Upon receipt of such notice, MGEN
                shall promptly (a) investigate the matter and take appropriate
                action which may include (i) removing such employee from the
                Project Staff and providing FNIS with prompt notice of such
                removal and (ii) replacing such employee with a similarly
                qualified individual or (b) take other appropriate disciplinary
                action to prevent a recurrence. In the event there are repeat
                violations of this Section by a particular member of the Project
                Staff, MGEN shall promptly remove the individual from the
                Project Staff as set forth above.

        8.5     FNIS DATA. FNIS Data shall be and remain the property of FNIS,
                and shall be "Confidential Information" under Section 8.6. Upon
                the termination of this Agreement for any reason, or on such
                date that the same shall no longer be required by MGEN in order
                to provide the Services, FNIS Data shall be either erased from
                the data files maintained by MGEN or, if FNIS so elects,
                returned to FNIS by MGEN at MGEN' expense. FNIS Data shall not
                be used by MGEN for any purpose other than that of providing
                Services, nor shall such data or any part of such data be
                disclosed, sold, assigned, leased or otherwise disposed of to
                third parties by MGEN or commercially exploited by or on behalf
                of MGEN, its employees or agents. MGEN hereby acknowledges that
                disclosure of some such data may be governed by various state
                and federal laws and regulations, and MGEN hereby agrees to
                comply with all such laws and regulations.

        8.6     DEFINITION OF CONFIDENTIAL INFORMATION. The term "Confidential
                Information" shall mean all (a) non-public information and
                materials (in any medium), including but not limited to any
                business, financial or strategic plans and information and
                software Source Code, in each case, of the Disclosing Party (as
                defined in Section 8.7) or its Affiliates; (b) information
                subject to an obligation of confidence to a third party of which
                the Receiving Party (as defined in Section 8.7) has been advised
                in writing; and (c) any information marked confidential,
                restricted or proprietary by either Party or any other person to
                whom such party has an obligation of confidence; provided,
                however, that the failure of either Party to so mark any
                material shall not relieve the Receiving Party of the obligation
                to maintain the confidentiality of any unlegended material which
                the Receiving Party knows or should reasonably know contains
                Confidential Information. Each Party's know-how, network design
                and equipment configurations and techniques relating to network
                and network management developed or utilized during the course
                of this Agreement are Confidential Information of such Party.
                The terms of this Agreement, including pricing and financial
                data, discussions, negotiations and proposals from one Party to
                the other Party related directly hereto; and invoices and
                service records shall be Confidential Information of both
                Parties.

        8.7     DISCLOSURE OF CONFIDENTIAL INFORMATION. In carrying out the
                Services contemplated by this Agreement, each party (the
                "Disclosing Party") may from time to time during the term of
                this Agreement disclose to the other party (the "Receiving
                Party") certain information regarding the Disclosing Party's
                business, delivery mechanisms, personnel, technical, marketing,
                financial, employee,



                                       18
<PAGE>

                planning, and other confidential or proprietary information
                ("Confidential Information").


        8.8     PROTECTION OF CONFIDENTIAL INFORMATION. The Receiving Party will
                not use any Confidential Information of the Disclosing Party for
                any purpose not expressly permitted by this Agreement, and will
                disclose the Confidential Information of the Disclosing Party
                only to those employees or contractors of the Receiving Party
                who have a need to know such Confidential Information for
                purposes of this Agreement and who are under a duty of
                confidentiality no less restrictive than the Receiving Party's
                duty hereunder. The Receiving Party will protect the Disclosing
                Party's Confidential Information from unauthorized use, access,
                or disclosure in the same manner as the Receiving Party protects
                its own confidential or proprietary information of a similar
                nature and with no less than reasonable care.

                8.8.1   EXECUTION OF NON-DISCLOSURE AGREEMENTS BY MGEN
                        EMPLOYEES. In addition, MGEN shall insure that each of
                        its employees who qualifies as a "Restricted Position
                        Employee" under Section 3.3 shall execute a
                        non-disclosure agreement in a form reasonably
                        satisfactory to FNIS's counsel prior to commencing work
                        on any Project.

        8.9     EXCEPTIONS. The Receiving Party's obligations hereunder with
                respect to any Confidential Information of the Disclosing Party
                will terminate if and when the Receiving Party can document that
                such information: (a) was already known to the Receiving Party
                at the time of disclosure by the Disclosing Party; (b) was
                disclosed to the Receiving Party by a third party who had the
                right to make such disclosure without any confidentiality
                restrictions; (c) is or through no fault of the Receiving Party
                has become, generally available to the public; or (d) is
                independently developed by the Receiving Party without access
                to, or use of, the Disclosing Party's Confidential Information.
                In addition, the Receiving Party will be allowed to disclose
                Confidential Information of the Disclosing Party to the extent
                that such disclosure is (i) approved in writing by the
                Disclosing Party, (ii) necessary for the Receiving Party to
                enforce its rights under this Agreement in connection with a
                legal proceeding; or (iii) required by law or by the order of a
                court or similar judicial or administrative body, provided that
                the Receiving Party notifies the Disclosing Party of such
                required disclosure promptly and in writing and cooperates with
                the Disclosing Party, at the Disclosing Party's reasonable
                request and expense, in any lawful action to contest or limit
                the scope of such required disclosure.

        8.10    RETURN OF CONFIDENTIAL INFORMATION. The Receiving Party will
                return to the Disclosing Party or destroy all Confidential
                Information of the Disclosing Party in the Receiving Party's
                possession or control promptly upon the written request of the
                Disclosing Party on the earlier of the expiration or termination
                of this Agreement. At the Disclosing Party's request, the
                Receiving Party will certify in writing that it has fully
                complied with its obligations under this Section.

        8.11    AUDIT RIGHTS. FNIS shall have the right to have an independent
                certified public accounting firm conduct an audit at any time
                during the Term hereof, or within three years thereafter, to
                verify any of the Fees or charges hereunder. If such audit
                determines that MGEN has overcharged FNIS, MGEN shall
                immediately credit or pay (as directed by FNIS) FNIS the amount
                of the overcharge. If the



                                       19
<PAGE>

                audit determines that MGEN has undercharged FNIS, FNIS shall
                immediately pay MGEN the amount of the undercharge. If the audit
                discloses an underpayment or overpayment of more than five
                percent in any month covered by the audit, MGEN shall pay for
                the cost of the audit. In all other cases, the cost of any audit
                hereunder shall be borne by FNIS.

        8.12    THIRD PARTY DISCOVERY. If any governmental agency or any third
                party shall seek in any way to discover or otherwise gain access
                to, ("Discovery") any System, Confidential Information or any
                other data or records of one party that may be in the possession
                of the other party, the other party shall immediately notify the
                first party and shall, at the first party's written request and
                at the first party's expense, and cooperate with the first party
                in the first party's efforts to preclude, quash, limit or impose
                protective orders or similar restrictions on such Discovery.

9.      PAYMENTS TO MGEN

        9.1     FEES. With respect to each Project, FNIS shall pay Fees to MGEN
                commencing upon the Effective Date of the relevant Project Scope
                Document. A Project Scope Document may, at FNIS's election,
                contain provisions for the determination of the amount of Fees
                in respect of Services performed for a specific Project and such
                provisions shall be controlling; provided, however, the
                methodology for such determination shall not be inconsistent
                with this Section. In the absence of an applicable Project Scope
                Document, the amount of Fees owing to MGEN shall be determined
                as set forth below.

                9.1.1   HOURLY RATES. Fees for Consulting Services, Out of Scope
                        Services and Design Services shall be computed based on
                        the hourly rates of each MGEN employee or contractor
                        performing the underlying Services. Such hourly fees
                        shall be in accordance with the Rate Schedule, attached
                        as Schedule 6. MGEN shall track and record hours
                        expended in performing such Services, and shall include
                        a breakdown of such hours on its invoices, as provided
                        in Section 9.3.

                9.1.2   FIXED ANNUAL CHARGES. Fees relating to Maintenance and
                        Support Services shall be fixed and shall be based on
                        the number of users during the billing period in
                        question, irrespective of the actual Services rendered
                        during such period. Maintenance and Support fees under
                        this Section 9.1.2 for Year One shall be as specified on
                        Schedule 7.

                9.1.3   DEVELOPMENT QUOTES. Fees relating to Systems Development
                        Projects (other than Design Services, which shall be
                        billed and paid as Consulting Services under 9.1.1)
                        shall be determined in accordance with the Bid Procedure
                        set forth in Section 2.6.4.

        9.2     TIME AND MANNER OF PAYMENT. Unless otherwise provided, at FNIS's
                option, in an applicable Project Scope Document, FNIS will pay
                MGEN, by wire transfer to a bank account designated in writing
                by MGEN any sum due MGEN hereunder or pursuant to a Project
                Scope Document on or before the thirtieth calendar day after
                receipt by FNIS of an invoice from MGEN for such sums, such
                invoices to be submitted to FNIS in accordance with Section 9.3
                and no sooner than the end



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<PAGE>

                of the calendar month to which the invoiced sums apply. Any sum
                due MGEN that is not paid within the time specified above shall
                accrue interest until paid at a rate of interest equal to the
                lesser of nine tenths of one percent (0.9%) per month, or the
                maximum rate of interest allowed by applicable law. For purposes
                of this Section 9.2, "day of receipt" shall be the day the
                invoice is delivered by hand or transmitted electronically to
                FNIS's premises, the next business day after it is deposited
                with an overnight delivery service, or three business days after
                it is deposited in the U.S. mail.

        9.3     DETAILED INVOICES. MGEN shall provide invoices that include
                sufficient pricing detail to enable FNIS to validate the Fees
                charged. Notwithstanding the foregoing, each invoice shall
                conspicuously reference the applicable Project and contain a
                detailed narrative of the Services actually rendered. Upon
                FNIS's request, MGEN shall provide customized invoices to
                satisfy individual billing requirements of FNIS, such
                requirements to be reasonably determined by FNIS in its sole
                discretion.

        9.4     EXPENSES. Neither Party shall be responsible for any expenses
                incurred by the other Party in connection with the provision of
                the Services, unless specifically set forth in this Agreement,
                any Project Scope Document or as agreed in advance by the Party
                to be charged. If the Parties agree that FNIS shall be
                responsible for any of MGEN's out-of-pocket expenses incurred in
                connection with this Agreement or any Project Scope Document,
                all reimbursements shall be made in accordance with FNIS's
                reimbursement policy.

        9.5     PRICING ADJUSTMENTS. MGEN shall have the right on an annual
                basis (a) to adjust the hourly rates for the Project Staff and
                other employees performing Services hereunder or pursuant to any
                Project Scope Document, and (b) to adjust the annual charge for
                Maintenance and Support (as provided in Schedule 6) provided
                that any such increases during the Initial Term shall be limited
                to the cumulative percentage increase in the U.S. Consumer Price
                Index for all prior years since the last rate increase or since
                the execution of this Agreement, whichever is later. In the
                event that MGEN can demonstrate that industry-wide price
                increases are greater than increases permissible under the
                previous sentence, then the parties shall negotiate in good
                faith to determine an appropriate price level. During any
                Renewal Term MGEN may adjust rates to its then-current standard
                rates.

        9.6     MOST FAVORED CUSTOMER PRICING. The prices that MGEN shall charge
                FNIS with respect to any Services rendered or to be rendered
                hereunder, or under any Project Scope Document, shall be no
                higher than those offered to any direct competitor of FNIS for
                substantially similar Services. In the event MGEN is in breach
                of the foregoing, such lower prices shall apply to FNIS
                effective as of the date such lower rate were first offered to
                such other customer, and appropriate adjustments shall
                thereafter be reflected on all appropriate Project invoices.

        9.7     TAXES. FNIS shall pay, or reimburse MGEN for payment of, any
                taxes or amounts paid in lieu of taxes, including privilege or
                excise taxes based on the gross revenue of MGEN, however
                designated or levied, based upon this Agreement, the charges of
                MGEN or the Systems, the Services or materials provided under
                this Agreement. MGEN is only responsible for the payment of



                                       21
<PAGE>

                franchise taxes, state and local personal property taxes,
                employment taxes for its employees and taxes based on the net
                income of MGEN.

        9.8     PRORATION. All periodic charges under this Agreement are to be
                computed on a calendar month basis, and will be prorated for any
                partial month.

        9.9     RIGHTS OF SET-OFF. With respect to any amount to be reimbursed
                or paid by one Party to the other pursuant to this Agreement,
                the Party owing such reimbursement or payment may, at its
                option, pay or reimburse that amount offsetting amounts already
                owed to such Party under this Agreement.

10.     REPRESENTATIONS AND WARRANTIES

        10.1    BY FNIS. FNIS represents and warrants to MGEN as follows.


                10.1.1  CORPORATE POWER. FNIS and each Member (a) is a
                        corporation duly incorporated, validly existing and in
                        good standing under the State of Delaware (for FNIS) or
                        under the laws of the state of incorporation of such
                        other Member and (b) has full corporate power to own,
                        lease, and operate its properties and assets, to conduct
                        its business as such business is currently being
                        conducted, and to consummate the transactions
                        contemplated by this Agreement.

                10.1.2  AUTHORITY. This Agreement has been duly authorized,
                        executed and delivered and constitutes a valid and
                        binding agreement, enforceable against FNIS in
                        accordance with this Agreement's terms, subject to the
                        effect of bankruptcy, insolvency, moratorium and other
                        laws now or hereafter in effect relating to and
                        affecting the rights of creditors generally and to
                        equitable principles of general application.

                10.1.3  NO BREACHES. Neither the execution or delivery of this
                        Agreement, nor the consummation of any of the
                        transactions contemplated herein, will result in the
                        breach of any term or provision of, or constitute a
                        default under, any charter provision or bylaw, or
                        material agreement (subject to any applicable required
                        consent), order, law, rule or regulation to which it is
                        a party or which is otherwise applicable to it.

        10.2    BY MGEN. MGEN represents and warrants to FNIS as follows:

                10.2.1  CORPORATE POWER. MGEN (a) is a corporation duly
                        incorporated, validly existing and in good standing
                        under the laws of the state of its incorporation and (b)
                        has full corporate power to own, lease, and operate its
                        properties and assets, to conduct its business as that
                        business is currently being conducted, and to consummate
                        the transactions contemplated by this Agreement.

                10.2.2  AUTHORITY. This Agreement has been duly authorized,
                        executed and delivered and constitutes a valid and
                        binding agreement, enforceable against MGEN in
                        accordance with this Agreement's terms, subject to the
                        effect of bankruptcy, insolvency, moratorium and other
                        laws now or



                                       22
<PAGE>
                        hereafter in effect relating to and affecting the rights
                        of creditors generally and to equitable principles of
                        general application.

                10.2.3  NO BREACHES. Neither the execution or delivery of this
                        Agreement, nor the consummation of any of the
                        transactions contemplated herein, will result in the
                        breach of any term or provision of, or constitute a
                        default under, any charter provision or bylaw, or
                        material agreement (subject to any applicable required
                        consent), order, law, rule or regulation to which it is
                        a party or which is otherwise applicable to it.

                10.2.4  COMMERCIAL PRACTICE WARRANTY. The Services shall be
                        rendered by qualified MGEN personnel, and shall be
                        consistent with the highest commercial practice.

                10.2.5  WARRANTY OF COMPLIANCE. In addition to fulfilling the
                        warranties set forth in Section 10.2.4, all Services and
                        Developed Systems shall comply in all material respects
                        to (a) the Technology Proposal (as it may be amended
                        from time to time), (b) Specifications, (c)
                        Documentation, (d) applicable Service Levels, and (d)
                        the Parties' discussions, as embodied in written and
                        approved design and functional layout documents.

                10.2.6  NON-INFRINGEMENT. The Software shall not infringe the
                        Intellectual Property Rights of any third party as may
                        now or in the future exist and MGEN has the right to
                        grant all of the licenses to FNIS hereunder, free from
                        all claims, liens, security interests or other
                        encumbrances. To the best of MGEN's knowledge, the
                        Software shall not infringe the Intellectual Property
                        Rights of any third party as may now or in the future
                        exist. MGEN shall not place on any of such Software any
                        liens, security interest or other encumbrances that
                        would in any manner affect FNIS's licenses under this
                        Agreement.

                10.2.7  NO VIRUSES. The Software does not and shall not contain,
                        at the time of installation, any timer, clock, counter,
                        or other limiting design or routine, nor (to the best of
                        MGEN's knowledge) any virus, that causes or could cause
                        any FNIS Systems, Developed System or FNIS Data (or any
                        portion thereof) to become erased, inoperable, impaired,
                        or otherwise incapable of being used in the full manner
                        for which it was designed and licensed (including,
                        without limitation, any design or routine that would
                        impede copying thereof) after being used or copied a
                        certain number of times, or after the lapse of a certain
                        period of time, or after the occurrence or lapse of any
                        similar triggering factor or event, or for any other
                        reason. Furthermore, the Software does not and shall not
                        contain any virus, limiting design or routine that
                        causes or could cause any of them to become erased,
                        inoperable, impaired, or otherwise incapable of being
                        used in the full manner for which it was designed and
                        licensed pursuant to this Agreement because it has been
                        installed on or moved to a hardware unit or system that
                        has a serial number, model number, or other
                        identification different from the identification of the
                        one on which it was originally installed.

                10.2.8  COMPLIANCE. In performing its obligations hereunder,
                        MGEN shall comply in all material respects with
                        requirements all applicable Federal,



                                       23
<PAGE>

                        state and local statutes, regulations and ordinances,
                        including, without limitation, the Gramm-Leach-Bliley
                        Act.

        10.3    DISCLAIMER. EXCEPT AS SPECIFIED IN THIS SECTION 10, NEITHER
                PARTY MAKES ANY OTHER WARRANTIES AND EXPLICITLY DISCLAIMS ALL
                OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
                WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC
                PURPOSE.

        10.4    LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY, OR ANY
                OF ITS AFFILIATES, PARTNERS, OFFICERS, EMPLOYEES, DIRECTORS,
                AGENTS, CONTRACTORS, REPRESENTATIVES, SUCCESSORS OR ASSIGNS, AS
                SUCH, BE LIABLE FOR ANY PUNITIVE, EXEMPLARY, INCIDENTAL,
                INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES UNDER OR IN
                CONNECTION WITH THIS AGREEMENT. IN ANY EVENT, THE TOTAL
                LIABILITY OF EITHER PARTY, AND ITS AFFILIATES, PARTNERS,
                OFFICERS, EMPLOYEES, DIRECTORS, REPRESENTATIVES, SUCCESSORS AND
                ASSIGNS, TO THE OTHER PARTY FOR ANY LOSSES, IN CONNECTION WITH
                THIS AGREEMENT SHALL NOT EXCEED THE TOTAL COMPENSATION PAID BY
                FNIS TO MGEN FOR THE SERVICES, DURING THE CONSECUTIVE THREE (3)
                MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE
                EVENT(S) GIVING RISE TO SUCH LIABILITY, PROVIDED, HOWEVER, THAT
                SUCH LIMITATION SHALL NOT APPLY TO MGEN BREACHES OF SECTIONS 8,
                9.6, 10.2.6 AND 10.2.8.

11.     TERM AND TERMINATION

        11.1    TERM. This Agreement shall begin on the Effective Date and
                unless sooner terminated pursuant to the terms hereof, shall
                expire on three years from the Effective Date ("Expiration
                Date") ("Initial Term"), except as provided in this Section
                11.1. FNIS shall enjoy an irrevocable option to elect to extend
                the Initial Term for an additional three-year period, and FNIS
                shall exercise this option by giving MGEN written notice of such
                election no later than thirty (30) days before the expiration of
                the Initial Term (the "Optional Term"). After expiration of the
                Optional Term, or expiration of the Initial Term (if FNIS elects
                not to exercise its option to extend), this Agreement shall
                automatically renew for up to three terms of one year each
                (each, a "Renewal Term"), unless (a) in the case of notice by
                FNIS, at least ninety days prior to the expiration of the Term
                FNIS notifies MGEN in writing of its decision not to renew, or
                (b) in the case of notice by MGEN, at least six (6) months prior
                to the expiration of the Term MGEN notifies FNIS in writing of
                its decision not to renew. It is agreed and understood that
                "Term" shall refer to the Initial Term, the Optional Term,
                Renewal Terms, or some combination, or all, of these items, as
                the context permits.

        11.2    TERMINATION FOR CAUSE. If either party materially or repeatedly
                defaults in the performance of any of its duties or obligations
                under this Agreement (except for a default in payments to MGEN,
                which is governed by Section 11.3), which default is not
                substantially cured with fifteen (15) days after written notice
                is given to the defaulting party specifying the default, or,
                with respect to those defaults which cannot reasonably be cured
                within such fifteen (15) days, if the defaulting party fails to
                proceed within such fifteen (15) days to commence curing said
                default and to proceed with all due diligence substantially to
                cure the default, then the party not in default may, by giving
                written notice of



                                       24
<PAGE>

                termination to the defaulting party, terminate this Agreement as
                of a date specified in the notice of termination and no
                termination charge shall be due or payable in such event.

        11.3    TERMINATION FOR NONPAYMENT. If FNIS defaults in the payment when
                due of any amount due to MGEN and does not, within fifteen (15)
                days after being given written notice, cure such default, or, if
                FNIS in good faith disputes the amount due, but does not deposit
                the disputed amount in escrow in a major U.S. commercial bank to
                be designated by MGEN, with interest to be allocated to the
                party entitled to the principal upon resolution of the dispute,
                then MGEN may, by giving written notice to FNIS, terminate this
                Agreement as of a date specified in the notice of termination.

        11.4    TRANSITION ASSISTANCE ON TERMINATION. Upon termination of this
                Agreement for any reason, including the breach hereof by FNIS,
                MGEN shall, if so requested by FNIS, provide assistance to FNIS
                as hereinafter set forth.

                11.4.1  TRANSITION ASSISTANCE. MGEN shall provide FNIS with
                        reasonable training and other assistance to minimize
                        disruption in the transition of the Services to FNIS or
                        a third-party. Training may be provided from the time of
                        FNIS's request to the date of termination or expiration
                        and for up to six additional months (the "Transition
                        Period") following termination or expiration. All such
                        training services shall, for purposes of this Agreement,
                        be deemed Consulting Services, and shall be compensated
                        in accordance with Section 9.1.1. If the termination was
                        caused by FNIS's breach, at MGEN's request, FNIS shall
                        pay to MGEN prior to the commencement of such transition
                        services the reasonable estimated costs of such
                        services.

                11.4.2  FNIS'S RIGHT TO HIRE MGEN EMPLOYEES. MGEN acknowledges
                        that the persons who may be most valuable to FNIS upon
                        any termination or expiration of this Agreement are
                        members of the MGEN Project Staff. MGEN agrees that upon
                        termination or expiration of this Agreement or any
                        applicable Project Scope Document, FNIS shall have the
                        right to solicit members of the MGEN Project Staff for
                        employment by FNIS. MGEN agrees that it shall not
                        interfere with any such solicitation efforts by FNIS and
                        shall cooperate by executing appropriate waivers with
                        respect to any contractual or other non-solicitation or
                        non-competition rights it might have with respect to its
                        Project Staff, or other documents reasonably requested
                        by FNIS.

        11.5    RIGHT OF IMMEDIATE PAYMENT. If MGEN terminates this Agreement
                for FNIS's default, and FNIS has not disputed such breach, FNIS
                shall immediately pay MGEN for all Services rendered and
                Equipment procured through the termination date. Notwithstanding
                anything to the contrary, the failure of FNIS to make any
                payments hereunder shall not relieve MGEN from its required
                performance after the termination of this Agreement.

        11.6    SURVIVAL. The following provisions shall survive the termination
                or expiration of this Agreement: Section 8.8, Section 8.11,
                Section 10.2, Section 10.3, Section 10.4, Section 12, and
                Section 13.



                                       25
<PAGE>

12.     INDEMNITIES

        12.1    INDEMNITY BY FNIS. FNIS agrees to indemnify, defend and hold
                harmless MGEN, and its respective officers, directors,
                shareholders, employees, agents, successors and assigns, in
                accordance with the procedures described in Section 12.3, from
                any and all Losses arising from or in connection with:

                12.1.1  The inaccuracy as of the Effective Date of any of the
                        representations or warranties by FNIS set forth in this
                        Agreement; and

                12.1.2  Any claims of infringement made against MGEN of any
                        United States letters patent, or a trade secret, or any
                        copyright, trademark, service mark, trade name or
                        similar proprietary rights conferred by contract or by
                        common law or by any law of the United States or any
                        state, alleged to have occurred because of Systems or
                        other resources or items provided to MGEN by FNIS.

        12.2    INDEMNITY BY MGEN. MGEN agrees to indemnify, defend and hold
                harmless FNIS and its officers, directors, shareholders,
                employees, agents, successors and assigns, in accordance with
                the procedures described in Section 12.3, from any and all
                Losses arising from or in connection with:

                12.2.1  The breach of any representation, warranty or covenant
                        by MGEN set forth in this Agreement;

                12.2.2  Any claims of infringement made against FNIS of any
                        United States letters patent, or a trade secret, or any
                        copyright, trademark, service mark, trade name or
                        similar proprietary rights conferred by contract or by
                        common law or by any law of the United States or any
                        state, arising from FNIS's use of MGEN Software or other
                        resources or items provided to FNIS by MGEN; and

        12.3    INDEMNIFICATION PROCEDURES.

                12.3.1  NOTICE. Promptly after receipt by any person entitled to
                        indemnification under Sections 12.1 or 12.2 (an
                        "Indemnified Party") of notice of the commencement (or
                        threatened commencement) of any civil, criminal,
                        administrative or investigative action or proceeding
                        involving a claim in respect of which the Indemnified
                        Party will seek indemnification, the Indemnified Party
                        shall notify the party which is obligated to provide
                        such indemnification (an "Indemnifying Party") of such
                        claim in writing.

                12.3.2  EFFECT OF FAILURE TO PROVIDE TIMELY NOTICE. No failure
                        to notify the Indemnifying Party shall relieve it of its
                        obligations under this Agreement except to the extent
                        that it can demonstrate damages attributable to the
                        Indemnified Party's failure to notify.

                12.3.3  CONTROL BY INDEMNIFYING PARTY. The Indemnifying Party
                        shall be entitled to have sole control over the defense
                        and/or settlement of such claim provided that, within
                        15 days after receipt of such "written notice, the
                        Indemnifying Party notifies the Indemnified Party of its
                        election to so



                                       26
<PAGE>

                        assume full control, and provided further that the
                        Indemnifying Party can demonstrate to the reasonable
                        satisfaction of the Indemnified Party that the
                        Indemnifying Party has the financial capability to
                        indemnify the Indemnified Party (such satisfactory
                        demonstration is sometimes hereinafter referred to as
                        "Demonstrated Fiscal Ability"). In that event: (1) the
                        Indemnified Party shall be entitled to participate in
                        the defense of such claim and to employ counsel at the
                        Indemnifying Party's reasonable expense to assist in the
                        handling of such claim; (2) the Indemnifying Party shall
                        obtain the prior written approval of the Indemnified
                        Party before entering into any settlement of such claim
                        or ceasing to defend against such claim if such
                        settlement or cessation would cause injunctive or other
                        relief to be imposed against the Indemnified Party; and
                        (3) the Indemnified Party shall be free to enter direct
                        discussions with some or all claimants for purposes of
                        settlement, and shall be free to enter into such
                        settlement(s) on terms agreeable to the Indemnified
                        Party (upon provision of reasonable notice to and
                        consultation with the Indemnifying Party); provided,
                        however, that FNIS as the Indemnifying Party shall not
                        be required to reimburse MGEN's expenses if FNIS has
                        assumed control over the defense, and provided further
                        that if MGEN is the Indemnified Party it shall not
                        engage in or consummate any settlement discussions
                        without the written approval and authority of FNIS.

                12.3.4  PARTICIPATION BY INDEMNIFIED PARTY. If the Indemnifying
                        Party does not assume sole control over the defense of
                        such claim as provided in this Section 12.3, the
                        Indemnifying Party may participate in such defense and
                        the Indemnified Party shall have the right to defend the
                        claim in such manner as it may deem appropriate, at the
                        cost and expense of the Indemnifying Party. The
                        Indemnifying Party shall promptly reimburse the
                        Indemnified Party for such costs and expenses, in
                        accordance with the applicable Section of this Section
                        12. An Indemnifying Party shall not be required to
                        indemnify any Indemnified Party for any amount paid or
                        payable by such Indemnified Party in the settlement of
                        any such claim which was agreed to without the written
                        consent of the Indemnifying Party.

                12.3.5  FINANCIAL CAPACITY. The Indemnified Party may request,
                        from time to time, that the Indemnifying Party
                        demonstrate that it continues to have the financial
                        capability to indemnify the Indemnified Party, and if
                        the Indemnifying Party is unable to demonstrate such to
                        the Indemnifying Party's reasonable satisfaction, the
                        Indemnified Party may assume full control of the defense
                        of such claim, but the Indemnifying Party shall continue
                        to be responsible for indemnifying the Indemnified
                        Party.

        12.4    SUBROGATION. In the event that an Indemnifying Party shall be
                obligated to indemnify an Indemnified Party pursuant to Section
                12.1 or Section 12.2, the Indemnifying Party shall, upon payment
                of such indemnity in full, be subrogated to all rights of the
                Indemnified Party with respect to the claims to which such
                indemnification relates.

        12.5    NON-EXCLUSIVE REMEDIES. The rights (where applicable) of either
                Party (a) to indemnification under this Section 12, (b) to
                terminate this Agreement under



                                       27
<PAGE>

                Section 11, (c) to Performance Credits under Section 4; or (d)
                to other remedies set forth in this Agreement, are not
                exclusive, and are in addition to and not in place of any other
                rights and remedies that one Party may have against the other
                Party for any act, failure to act, or breach of this Agreement.

13.     INSURANCE

        13.1    INSURANCE MAINTAINED BY MGEN. During the term of this Agreement,
                MGEN shall maintain at its own expense, and require MGEN agents,
                representatives and subcontractors, to maintain at their own
                expense or MGEN' expense, commercial general liability insurance
                (including contractual liability insurance), business
                interruption insurance, and insurance appropriate to cover risks
                presented by the Websites, the Software, the Systems, and FNIS
                Data (collectively "Insurance Coverage"). Such Insurance
                Coverage during the Term shall be in an amount not less than
                $50,000,000. MGEN shall maintain insurance for such period after
                the Term, and in such amount as FNIS may reasonably determine,
                in light of continuing insurable risks (if any) presented by
                MGEN's services hereunder.

        13.2    INSURANCE DOCUMENTATION. MGEN shall, upon FNIS's request,
                furnish FNIS with certificates of insurance and other
                appropriate documentation (including evidence of renewal of
                insurance) evidencing all coverage referenced herein. Such
                certificates and other documentation shall include a provision
                whereby 30 days' notice must be received by FNIS prior to
                coverage cancellation or material alteration of the coverage by
                MGEN or the applicable insurer. Such cancellation or material
                alteration shall not relieve MGEN of its continuing obligation
                to maintain insurance coverage in accordance with this Section
                13.

14.     GENERAL PROVISIONS

        14.1    BINDING NATURE AND ASSIGNMENT. This Agreement shall bind the
                parties and their successors and permitted assigns. Neither
                party may assign this Agreement without the prior written
                consent of the other, which consent shall not be unreasonably
                withheld or delayed. Any other assignment attempted without the
                written consent of the other party shall be void.

        14.2    NOTICES. When one party is required or permitted to give notice
                to the other, such notice shall be deemed given when delivered
                by hand or when mailed by United States mail, registered or
                certified mail, return receipt requested, postage prepaid, and
                addressed as follows:

                MGEN:       Micro General Corporation
                            2510 Red Hill Avenue, Suite 200
                            Santa Ana, CA 92705
                Attn:       John R. Snedegar
                            Joseph E. Root

                FNIS:       Fidelity National Information Solutions, Inc.
                            4050 Calle Real
                            Santa Barbara, CA 93110
                Attn:       Eric Swenson



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<PAGE>

                Either party may change its address for notification purposes by
                giving the other party written notice of the new address and the
                date upon which it will become effective.

        14.3    COUNTERPARTS. This Agreement may be executed in any number of
                counterparts, all of which taken together shall constitute one
                single agreement between the parties.

        14.4    RELATIONSHIP OF PARTIES. MGEN in furnishing services to FNIS
                under this Agreement is acting only as an independent
                contractor. Except where this Agreement expressly provides
                otherwise, MGEN does not undertake by this Agreement or
                otherwise to perform any obligation of FNIS, whether regulatory
                or contractual, or to assume any responsibility for FNIS's
                business or operations. MGEN has the sole right and obligation
                to supervise, manage, contract, direct, procure, perform or
                cause to be performed, all work to be performed and resources
                used by MGEN under this Agreement, except where it is
                specifically stated that FNIS must give approval or consent.

        14.5    APPROVALS AND SIMILAR ACTIONS. Where agreement, approval,
                acceptance, consent or similar action by either party is
                required by any provision of this Agreement, such action shall
                not be unreasonably delayed or withheld, unless specifically
                permitted by this Agreement.

        14.6    FORCE MAJEURE. Each party shall be excused from performance
                under this Agreement and shall have no liability to the other
                party for any period it is prevented from performing any of its
                obligations (other than payment obligations), in whole or in
                part, as a result of delays caused by the other party or by an
                act of God, war, civil disturbance, court order, labor dispute,
                third party performance or nonperformance, or other cause beyond
                its reasonable control, including failures or fluctuations, in
                electrical power, heat, light, or telecommunications, and such
                nonperformance shall not be a default under, or grounds for
                termination of, this Agreement.

        14.7    SEVERABILITY. If any provision of this Agreement is held to be
                unenforceable, then both parties shall be relieved of all
                obligations arising under such provision, but only to the extent
                that such provision is unenforceable, and this Agreement shall
                be deemed amended by modifying such provision to the extent
                necessary to make it enforceable while preserving its intent or,
                if that is not possible, by substituting another provision that
                is enforceable and achieves the same objective and economic
                result. If such unenforceable provision does not relate to the
                payments to be made to MGEN, and if the remainder of this
                Agreement is capable of substantial performance, then the
                remainder of this Agreement shall be enforced to the extent
                permitted by law. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT
                EACH PROVISION OF THIS AGREEMENT WHICH PROVIDES FOR A LIMITATION
                OF LIABILITY, DISCLAIMER OF WARRANTIES, INDEMNIFICATION OR
                EXCLUSION OF DAMAGES OR OTHER REMEDIES IS INTENDED TO BE
                SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION AND TO BE
                ENFORCED AS SUCH. FURTHER, IT IS EXPRESSLY UNDERSTOOD AND AGREED
                THAT IN THE EVENT ANY REMEDY UNDER THIS AGREEMENT IS DETERMINED
                TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF
                LIABILITY AND EXCLUSIONS OF DAMAGES OR OTHER REMEDIES SHALL
                REMAIN IN EFFECT.



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<PAGE>


        14.8    WAIVER. No delay or omission by either party to exercise any
                right or power it has under this Agreement shall impair or be
                construed as a waiver of such right or power. A waiver by either
                party of any covenant or breach shall not be construed to be a
                waiver of any succeeding breach or of any other covenant. All
                waivers must be in writing and signed by the party waiving its
                rights.

        14.9    ATTORNEYS' FEES. If any legal action or other proceeding is
                brought for the enforcement of this Agreement, or because of an
                alleged dispute, breach, default or misrepresentation in
                connection with any of the provisions of this Agreement, the
                prevailing party shall be entitled to recover reasonable
                attorneys fees and other costs incurred in that action or
                proceeding, in addition to any other relief to which it may be
                entitled.

        14.10   MEDIA RELEASES. All media releases, public announcements and
                public disclosures by FNIS or MGEN or their employees or agents
                relating to this Agreement or its subject matter, including
                promotional or marketing materials shall be coordinated with and
                approved by the other party prior to release. This restriction
                does not apply (1) to any announcement intended solely for
                internal distribution within FNIS or within MGEN or (2) any
                disclosure required by legal, accounting or regulatory
                requirements beyond the reasonable control of the disclosing
                party.

        14.11   NO THIRD PARTY BENEFICIARIES. The parties agree that this
                Agreement is for the benefit of the parties hereto and is not
                intended to confer any legal rights or benefits on any third
                party and that there are no third party beneficiaries to this
                Agreement or any part or specific provision of this Agreement,
                except for any Member.

        14.12   ENTIRE AGREEMENT. This Agreement, including all of its
                Schedules, each of which is incorporated into this Agreement, is
                the entire agreement between the parties with respect to its
                subject matter, and there are no other representations,
                understandings or agreements between the parties relative to
                such subject matter. No amendment to, or change, waiver or
                discharge of any provision of this Agreement shall be valid
                unless in writing and signed by an authorized representative of
                the party against which such amendment, change, waiver or
                discharge is sought to be enforced.

        14.13   GOVERNING LAW AND DISPUTE. This Agreement shall be governed by
                the laws, other than choice of law rules, of the State of
                California.



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        IN WITNESS WHEREOF, MGEN and FNIS have each caused this Agreement to be
signed and delivered by its duly authorized representative.


FNIS:                                  FIDELITY NATIONAL INFORMATION
                                       SOLUTIONS, INC.



                                       By: /s/ NEIL JOHNSON
                                           ------------------------------------
                                           Name:  Neil Johnson
                                           Title: Chief Financial Officer



MGEN:                                  MICRO GENERAL CORP.

                                       By: /s/ NANCY NELSON
                                           ------------------------------------
                                           Name:  Nancy Nelson
                                           Title: Chief Operating Officer



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