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                                                                   EXHIBIT 10.16


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  SYSTEM DEVELOPMENT, MAINTENANCE AND INFORMATION TECHNOLOGY SERVICES AGREEMENT

                                     BETWEEN

                        FIDELITY NATIONAL FINANCIAL, INC.

                                       AND

                            MICRO GENERAL CORPORATION


================================================================================

<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.......................................................7

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...............................................................8
  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................................................................11
  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.........................................................13
  3.2   Project Staff................................................................13
  3.3   Restricted Positions.  ......................................................13
  3.4   Performance Review...........................................................13
  3.5   Dispute Resolution...........................................................13

4.      Service Levels...............................................................14

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

5.      License and Other Grants.....................................................15

  5.1   License to MGEN Software and Intellectual Property Rights....................15
  5.2   Third Party Software.........................................................17
  5.3   Delivery of Source Code; Use of Source Code..................................17
  5.4   Facility Requirements........................................................17
  5.5   Third Party Services.........................................................17

6.      Access Rights and Prohibited Changes.........................................17

  6.1   Fidelity System Access.......................................................17
  6.2   Prohibited Changes to Software...............................................18
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>     <C>                                                                         <C>
7.      Fidelity Obligations.........................................................18

8.      Safeguarding Fidelity Data, Confidentiality and Audit Rights.................18

  8.1   Safety and Security Procedures...............................................18
  8.2   Data Security................................................................19
  8.3   Security Relating to Shared MGEN Environments................................19
  8.4   Conduct of MGEN Personnel....................................................19
  8.5   Fidelity Data................................................................19
  8.6   Definition of Confidential Information.......................................20
  8.7   Disclosure Of Confidential Information.......................................20
  8.8   Protection of Confidential Information.......................................20
  8.9   Exceptions...................................................................21
  8.10  Return of Confidential Information...........................................21
  8.11  Audit Rights. ...............................................................21
  8.12  Third Party Discovery........................................................21

9.      Payments to MGEN.............................................................21

  9.1   Fees.  ......................................................................20
  9.2   Time and Manner of Payment...................................................22
  9.3   Detailed Invoices............................................................22
  9.4   Expenses.....................................................................23
  9.5   Pricing Adjustments..........................................................23
  9.6   Most Favored Customer Pricing. ..............................................23
  9.7   Taxes... ....................................................................23
  9.8   Proration....................................................................23
  9.9   Rights of Set-off............................................................23

10.     Representations And Warranties...............................................23

  10.1  By Fidelity..................................................................24
  10.2  By MGEN......................................................................24
  10.3  Disclaimer...................................................................25

11.     Term And Termination.........................................................26

  11.1  Term   ......................................................................26
  11.2  Termination for Cause........................................................26
  11.3  Termination for Nonpayment...................................................26
  11.4  Transition Assistance on Termination.........................................27
  11.5  Right of Immediate Payment...................................................27
  11.6  Survival.....................................................................27

12.     Indemnities..................................................................27

  12.1  Indemnity by Fidelity........................................................27
  12.2  Indemnity by MGEN............................................................28
  12.5  Indemnification Procedures...................................................28
  12.6  Subrogation..................................................................29
  12.7  Non-Exclusive Remedy.........................................................29

13.     Insurance....................................................................29

  13.1  Insurance Maintained by MGEN.................................................29
  13.2  Insurance Documentation......................................................30

14.     General Provisions...........................................................30
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>     <C>                                                                         <C>
  14.1  Binding Nature and Assignment................................................30
  14.2  Notices......................................................................30
  14.3  Counterparts.................................................................31
  14.5  Relationship of Parties......................................................31
  14.6  Approvals and Similar Actions................................................31
  14.7  Force Majeure................................................................31
  14.8  Severability.................................................................31
  14.9  Waiver ......................................................................31
  14.10 Attorneys' Fees..............................................................32
  14.11 Media Releases...............................................................32
  14.12 No Third Party Beneficiaries.................................................32
  14.13 Entire Agreement.............................................................32
  14.14 Governing Law and Dispute....................................................32


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


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


Schedule 3.Technology Proposal......................................................iii


Schedule 4.Project Scope Documents...................................................iv


Schedule 7.List of Project Coordinators and Project Area Managers...................vii


Schedule 8.Rate Schedule...........................................................viii


Schedule 9.Maintenance and Support Charges (Year One)................................ix


Schedule 10.Website Hosting Fees (Year One)...........................................x
</TABLE>


                                       iv

<PAGE>

                       SYSTEM DEVELOPMENT, MAINTENANCE AND
                    INFORMATION TECHNOLOGY SERVICES AGREEMENT

        This Agreement is made and entered into as of this 23d day of May, 2001
(the "Effective Date"), by and between Fidelity National Financial, Inc., a
Delaware Corporation, and its Members, as defined below (collectively,
"Fidelity"), 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, Fidelity is a real estate service company that provides title
insurance and performs other title-related services such as escrow, collection
and trust activities, real estate information and technology services, trustee
sales guarantees, appraisals, credit reporting, attorney services, flood
certification, real estate tax service, reconveyances, recordings, foreclosure
publishing and posting services and exchange intermediary services (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 Fidelity; and

        WHEREAS, MGEN is willing to offer and provide to Fidelity, and Fidelity
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 Fidelity. 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 Fidelity, the term "Business" includes business areas into
        which Fidelity 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 the Services are provided, the
        composition of the Services, or the cost of the Services to Fidelity.


                                       1
<PAGE>

        "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 Fidelity.

        "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. Notwithstanding anything to the contrary, the SIMON System
        shall not be considered a Developed System; provided, however, that any
        new System or Software developed by MGEN in accordance with this
        Agreement or any Project Scope Document which includes or incorporates
        any part of the SIMON System shall be considered a Developed System.

        "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 Fidelity and its Affiliates, and that are listed on Schedule
        5.

        "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.

        "Fidelity Data" shall mean all data or information regarding Fidelity'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 Fidelity in connection with the performance of this Agreement
        or any applicable Project Scope Document. It is expressly agreed and
        understood that Fidelity Data is "Confidential Information" under
        Section 8.6.


                                       2
<PAGE>

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

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

        "Fidelity Systems" means Systems that are being operated by or on behalf
        of Fidelity immediately prior to the Effective Date. Notwithstanding
        anything to the contrary, the SIMON System is not a Fidelity System.

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

        "Hosting Environment" shall mean the physical configuration, and the
        database environment, which is necessary to operate the Fidelity Website
        or a Fidelity 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 Fidelity.

        "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 Fidelity 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, including the SIMON
        System.

        "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 Fidelity 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 Fidelity 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. This term shall include, when


                                       4
<PAGE>

        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 Fidelity 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.

        "SIMON System" means the S.I.M.O.N. system as described in the attached
        Schedule 3, entitled "Technology Proposal," and includes, when the
        context allows, future versions of such System.

        "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. Systems Development
        Projects initially shall consist of those Projects identified in the
        attached Schedule 3 entitled "Technology Proposal."

        "Technology Proposal" shall mean the outline of Services to be performed
        by MGEN, together with its descriptive provisions and estimates,
        attached hereto as Schedule 3.


                                       5
<PAGE>

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

        "Third Party System" means any System which (1) is not a Fidelity System
        or the SIMON System, and (2) is acquired or licensed from a third party
        for operation by MGEN on behalf of Fidelity 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 Fidelity 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


                                       6
<PAGE>

                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 one hand, and (b) any Schedule to this
                Agreement (including the Technology Proposal) 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 Fidelity'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
                        Fidelity 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."


                                       7
<PAGE>

        2.3     TRAINING. The terms and conditions regarding onsite training for
                Fidelity's Project Coordinator and other such employees or
                agents as Fidelity 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 Fidelity Website, and shall provide
                website hosting services for the Fidelity 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 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 Fidelity to request, that certain
                services not otherwise contemplated by the Parties as of the
                Effective Date be performed ("Out-of-Scope Services"). To allow
                Fidelity to manage all such Out-of-Scope Services, MGEN agrees
                that (a) it shall perform no Out-of-Scope Service without first
                obtaining Fidelity'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 Fidelity). 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 Fidelity'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
                        Fidelity'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


                                       8
<PAGE>

                        Fidelity'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 Fidelity employees, convert any existing
                        Systems to the New System and install the New System
                        ("Implementation").

                2.6.4   MGEN QUOTES; BID PROCEDURE. In connection with any
                        Development or Implementation work requested by Fidelity
                        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 Fidelity with a quote for charges it
                        reasonably expects to incur in performing such work (a
                        "Quote"). Consistent with Section 2.15 hereunder,
                        Fidelity 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
                        Fidelity selects MGEN as its service provider, MGEN
                        shall be bound by its Quote, Fidelity shall be entitled
                        to rely on such Quote, and Fidelity 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 Fidelity, 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 Fidelity and such third party, then
                        MGEN shall inform Fidelity of such eventuality and the
                        parties shall mutually agree to a reduction of the
                        amount paid by Fidelity for such services by an agreed
                        amount.

        2.7     CONSULTING. In addition to Maintenance, Support, Hosting,
                Design, Implementation and Development Services, upon Fidelity's
                request and in exchange for the fees set out in Section 9.1.1,
                MGEN shall provide Fidelity with Consulting Services. Such
                Consulting Services shall include, but not be limited to (at
                Fidelity's direction): (a) a review of Fidelity's technology
                needs in light of Fidelity's business plan; (b) interviewing
                Fidelity executives to determine and clarify Fidelity's business
                objectives and associated technology needs; (c) advising
                Fidelity on its future technology needs; (d) evaluating
                alternative or emerging technologies, (e) preparing a technology
                plan integrating Fidelity Systems and Developed Systems with new
                technology; (f) advising Fidelity with respect to its
                Networks,(g) identifying and advising Fidelity 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 Fidelity's request and at MGEN's
                reasonable and good faith discretion, MGEN shall obtain on
                behalf of Fidelity 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


                                       9
<PAGE>

                        (2) upon Fidelity's selection and approval, acquire the
                        Equipment on Fidelity's behalf or lease, or coordinate
                        the leasing of, such Equipment to Fidelity.

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

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

                2.9.1   VERIFICATION PERIOD. Following timely receipt of
                        Deliverables from MGEN, Fidelity 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 Fidelity's needs, as Fidelity may
                        determined in the exercise of commercially reasonable
                        judgment (a "Deliverable Failure"). Fidelity agrees to
                        use commercially reasonable efforts to provide MGEN with
                        all information reasonably available regarding any
                        Deliverable Failure. If Fidelity 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
                        Fidelity to discover or notify MGEN of defects within
                        any Verification Period shall not negate any of MGEN'
                        representations or warranties, nor waive any of
                        Fidelity'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 Fidelity 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 Fidelity's rights under
                        Section 11 of this Agreement, MGEN shall repeat the
                        process of correction and resubmission of an applicable
                        Deliverable until Fidelity's acceptance.

                2.9.3   REMEDY. In the event MGEN is unable to provide Fidelity
                        with an acceptable Deliverable in a timely manner and in
                        accordance with this Section 2.9, upon request MGEN
                        shall reimburse Fidelity for all fees, costs, and
                        expenses Fidelity 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.


                                       10
<PAGE>

                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; (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
                Fidelity 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 Fidelity of the proposed
                subcontract. Fidelity 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. Fidelity shall be primarily
                responsible for authorizations relating to Fidelity 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 Fidelity, the
                Designated Services shall be provided at (1) the Fidelity
                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 Fidelity provided that MGEN
                        demonstrates to Fidelity's reasonable satisfaction that
                        the provision of the Designated Service from such Other
                        Location will not


                                       11
<PAGE>

                        result in any additional cost to Fidelity and that there
                        are no increased risks to Fidelity regarding the
                        security of Fidelity Data or the disclosure of Fidelity
                        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 Fidelity Service Location
                        without Fidelity's consent.

                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
                        Fidelity of such desire; (2) consult with Fidelity on a
                        proposal and transition plan; (3) demonstrate to
                        Fidelity's reasonable satisfaction that the use of such
                        shared environment will not result in any additional
                        cost or decreased Service Levels to Fidelity and that
                        there are no increased risks to Fidelity regarding
                        security of Fidelity Data or the disclosure of
                        Fidelity'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 Fidelity to mitigate any
                        identified risks to Fidelity's Business; (6) review with
                        Fidelity the effect of such migration on Fidelity
                        Regulatory Requirements and contractual obligations and
                        (7) obtain Fidelity's consent to the transition plan to
                        the shared environment, as presented.

        2.14    DATA MIGRATION. MGEN agrees that Fidelity 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 Fidelity, Fidelity shall have the right to contract with any
                third party for the performance of Services. In the event
                Fidelity contracts with a third party to perform any Service,
                MGEN shall cooperate in good faith with Fidelity and any such
                third party to the extent reasonably required by Fidelity. 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
                Fidelity 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


                                       12
<PAGE>

        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 Coordinators and Project
                Managers shall be maintained as Schedule 7, 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 Fidelity 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 Fidelity confidential information.

        3.4     PERFORMANCE REVIEW. The MGEN Project Coordinator and the
                Fidelity 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).


                                       13
<PAGE>

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 Sections 10.2.4 and 10.2.5.

        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 Fidelity 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 Fidelity, in a form mutually agreed by the
                parties, indicating the level of achievement of the Service
                Levels. Fidelity 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. Fidelity 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 Fidelity Project Coordinator
                and provide a plan, reasonably satisfactory to Fidelity, 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
                Fidelity'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 Fidelity 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
                Fidelity 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 Fidelity either operationally or
                financially (collectively such efforts shall be hereinafter
                referred to as "Best Practices").


                                       14
<PAGE>

5.      LICENSE AND OTHER GRANTS

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

                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 Fidelity;

                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, Fidelity 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; and

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

                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
                        Fidelity's breach of a provision hereunder.

        5.2     LICENSE TO NGS SOFTWARE. In accordance with Schedule 4, the
                Parties contemplate that MGEN will develop a "Net Global
                Solutions" System (the "NGS System"), such development to be
                governed by the procedures set out herein.

                5.2.1   NGS System development and acceptance procedures shall
                        follow the provisions set out above.

                5.2.2   Fidelity shall own all right, title and interest in and
                        to the NGS System. Inventions, processes, discoveries or
                        the like, whether patentable or not, identified by MGEN
                        during development of the NGS System, including software
                        tools used solely in the production of the NGS System
                        ("MGEN Discoveries"), shall not be considered part of
                        the NGS System. MGEN shall grant to Fidelity any and all
                        licenses to MGEN Discoveries as may be required to
                        permit Fidelity the full use of the NGS System.


                                       15
<PAGE>

                5.2.3   Fidelity hereby grants and MGEN hereby accepts a
                        perpetual worldwide license of all rights in and to the
                        NGS System (the "NGS License"), excepting only those
                        rights set out in Paragraph 5.2.4 below. The NGS License
                        shall be exclusive, with continuing exclusivity
                        determined as follows:

                        5.2.3.1 If this Agreement is terminated due to an
                                uncured breach by Fidelity, then the NGS License
                                shall remain exclusive in perpetuity.

                        5.2.3.2 Upon the termination of this Agreement due to an
                                uncured breach by MGEN, then the NGS License
                                shall convert to a nonexclusive license, all
                                other terms remaining in full force and effect.

                        5.2.3.3 Upon the termination of this Agreement for any
                                reason except an uncured breach by a party, the
                                NGS License shall convert to a nonexclusive
                                license on the tenth anniversary of the
                                completion of beta testing of NGS Version 1.0.

                5.2.4   Fidelity does not license the following rights in the
                        NGS System to MGEN but rather retains such rights for
                        its internal use. Fidelity specifically does not retain
                        the right to sell or license the NGS System to third
                        parties. Retained rights are as follows:

                                (i)     to use the NGS System in connection with
                                        its Business;

                                (ii)    to reproduce the NGS System and
                                        Documentation for internal Business
                                        purposes, subject to charges assessed on
                                        a per-office basis and previously agreed
                                        to by the Parties in writing;

                                (iii)   to execute the NGS System on Equipment
                                        owned or controlled by Fidelity;

                                (iv)    to perform and display (whether publicly
                                        or otherwise) the NGS System and
                                        Documentation (subject to the
                                        nondisclosure obligations contained
                                        herein) for Fidelity Business purposes;

                5.2.5   Without Fidelity's prior written consent, which consent
                        may be granted or denied in Fidelity's sole discretion,
                        MGEN will neither sublicense nor otherwise allow access
                        and/or utilization of the NGS System nor negotiate or
                        enter into any agreements in any way pertaining to the
                        NGS System with [i] Old Republic Title (or any of its
                        affiliates, successors or assigns) for a period of 90
                        days following the completion of the Fidelity roll-out
                        of the NGS System at all sites within the state where
                        such sale is contemplated, as set forth in the
                        applicable Project Scope Document (the "Fidelity
                        Roll-Out"); or (ii) First American (or any of its
                        respective affiliates, successors or assigns) for a
                        period of 3 years following the completion of the
                        Fidelity Roll-Out in such state.

                5.2.6   Except as provided in Section 5.2.5 above, MGEN has the
                        unfettered ability to sublicense the NGS System. In
                        consideration of the rights granted herein, MGEN shall
                        pay to Fidelity a "Royalty", defined as a percentage of
                        revenue


                                       16
<PAGE>

                        apart from any development, hardware, support or
                        maintenance charges received by MGEN related to a
                        sublicense of the NGS System ("License Revenue") from
                        entities in the real estate title industry. The Royalty
                        percentage shall be 10% of License Revenue until the
                        aggregate sum of all Royalties equals the aggregate
                        amount paid by Fidelity to MGEN for development of the
                        NGS System through the completion of Version 1.0,
                        extending to the completion of beta testing at
                        Fidelity's Inland Empire site (the "NGS Development
                        Cost"); thereafter, the Royalty percentage shall be 2%
                        of License Revenue until the aggregate sum of all
                        Royalties equals 125% of the NGS Development Cost, after
                        which the Royalty percentage shall be zero.

        5.3     THIRD PARTY SYSTEMS. MGEN grants to Fidelity 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.

        5.4     DELIVERY OF SOURCE CODE; USE OF SOURCE CODE MGEN shall, within
                thirty (30) days after the acceptance of NGS Version 1.0, enter
                into an agreement with a provider of software escrow services
                reasonably acceptable to Fidelity, 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 Fidelity upon a reasonable showing that the NGS
                License has converted to a nonexclusive license. Such escrow
                agreement shall be in the form attached hereto as Exhibit A.
                Upon acquisition of the MGEN Software from the escrow agent,
                Fidelity shall have the unfettered right to use such MGEN
                Software, in any manner that it desires, including the right to
                create derivative works thereto, subject to the then-applicable
                terms of the NGS License.

        5.5     FACILITY REQUIREMENTS. During the Term, Fidelity 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.

        5.6     THIRD PARTY SERVICES. During the Term, Fidelity 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 Fidelity with similar contact information
                regarding Third Party Services Contracts, Third Party Software,
                and Third Party Systems.

6.      ACCESS RIGHTS AND PROHIBITED CHANGES

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


                                       17
<PAGE>

                shall grant MGEN the right to use any Fidelity System or
                Developed System for any other purpose.

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

7.      FIDELITY OBLIGATIONS

        7.1     Fidelity 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 Fidelity 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 FIDELITY DATA, CONFIDENTIALITY AND AUDIT RIGHTS

        8.1     SAFETY AND SECURITY PROCEDURES.

                8.1.1   Fidelity shall maintain and enforce at the Fidelity
                        Service Locations reasonable physical safety and
                        security procedures. Fidelity shall be responsible for
                        any failures of Fidelity or its agents to comply with
                        reasonable Fidelity physical safety and security
                        procedures then in effect at the applicable Fidelity
                        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.

                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 Fidelity Service Locations, to the
                        extent that such non-compliance causes damages to
                        Fidelity.

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


                                       18
<PAGE>

                8.1.4   Fidelity shall comply at MGEN Service Locations with
                        MGEN's physical safety and security procedures. Fidelity
                        shall be responsible for any failures of Fidelity 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 Fidelity 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 Fidelity Data, MGEN
                shall immediately (1) notify the Fidelity Project Coordinator
                and Project Manager, as the case may be, of such breach or such
                potential breach and (2) if the applicable Fidelity 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 Fidelity of the results of such
                investigation.

        8.3     SECURITY RELATING TO SHARED MGEN ENVIRONMENTS. If MGEN provides
                the Designated Services to Fidelity 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 Fidelity's request,
                demonstrate to Fidelity's reasonable satisfaction that
                Fidelity's Confidential Information and Fidelity Data will not
                be disclosed to any such other MGEN customer.

        8.4     CONDUCT OF MGEN PERSONNEL. While at any Fidelity Service
                Location, the Project Staff shall (1) comply with the requests,
                rules and regulations of Fidelity regarding personal and
                professional conduct (including the wearing of an identification
                badge or personal protective equipment and adhering to
                Fidelity's facilities regulations and general safety practices
                or procedures) applicable to such Fidelity 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 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 Fidelity
                determines that a particular member of the Project Staff is not
                conducting himself or herself in accordance with this Section
                8.4, Fidelity 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 Fidelity 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     FIDELITY DATA. Fidelity Data shall be and remain the property of
                Fidelity, 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


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<PAGE>

                by MGEN in order to provide the Services, Fidelity Data shall be
                either erased from the data files maintained by MGEN or, if
                Fidelity so elects, returned to Fidelity by MGEN at MGEN's
                expense. Fidelity 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, 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-


                                       20
<PAGE>

                        disclosure agreement in a form reasonably satisfactory
                        to Fidelity'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. Fidelity 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 Fidelity, MGEN
                shall immediately credit or pay (as directed by Fidelity)
                Fidelity the amount of the overcharge. If the audit determines
                that MGEN has undercharged Fidelity, Fidelity 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 Fidelity.

        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


                                       21
<PAGE>

        9.1     FEES. With respect to each Project, Fidelity shall pay Fees to
                MGEN commencing upon the Effective Date of the relevant Project
                Scope Document. A Project Scope Document may, at Fidelity'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 8. 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 9. Fees for Website Hosting shall similarly be
                        fixed for the billing period in question, and such fees
                        for Year One shall be as specified on Schedule 10

                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
                Fidelity's option, in an applicable Project Scope Document,
                Fidelity 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 Fidelity of an invoice from MGEN
                for such sums, such invoices to be submitted to Fidelity in
                accordance with Section 9.3 and no sooner than the end 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
                Fidelity'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 Fidelity 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
                Fidelity's request, MGEN shall provide customized invoices to
                satisfy individual billing


                                       22
<PAGE>

                requirements of Fidelity, such requirements to be reasonably
                determined by Fidelity 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 Fidelity 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 Fidelity'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 9) and/or for
                Website Hosting (as provided in Schedule 10) 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
                Fidelity 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 Fidelity
                for substantially similar Services. In the event MGEN is in
                breach of the foregoing, such lower prices shall apply to
                Fidelity 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. Fidelity 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
                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


                                       23
<PAGE>

        10.1    BY FIDELITY. Fidelity represents and warrants to MGEN as
                follows.

                10.1.1  CORPORATE POWER. Fidelity and each Member (a) is a
                        corporation duly incorporated, validly existing and in
                        good standing under the State of Delaware (for Fidelity)
                        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 Fidelity 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 Fidelity 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 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.


                                       24
<PAGE>

                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 Fidelity 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 Fidelity'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 Fidelity Systems, Developed System or Fidelity 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, 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,


                                       25
<PAGE>

                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 FIDELITY 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 5.2.4, 5.2.5, 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. Fidelity shall enjoy an irrevocable option to elect to
                extend the Initial Term for an additional three-year period, and
                Fidelity 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 Fidelity 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 Fidelity, at least ninety days prior to the
                expiration of the Term Fidelity 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 Fidelity 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 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 Fidelity 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 Fidelity 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


                                       26
<PAGE>

                notice to Fidelity, 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
                Fidelity, MGEN shall, if so requested by Fidelity, provide
                assistance to Fidelity as hereinafter set forth.

                11.4.1  TRANSITION ASSISTANCE. MGEN shall provide Fidelity with
                        reasonable training and other assistance to minimize
                        disruption in the transition of the Services to Fidelity
                        or a third-party. Training may be provided from the time
                        of Fidelity'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
                        Fidelity's breach, at MGEN's request, Fidelity shall pay
                        to MGEN prior to the commencement of such transition
                        services the reasonable estimated costs of such
                        services.

                11.4.2  FIDELITY'S RIGHT TO HIRE MGEN EMPLOYEES. MGEN
                        acknowledges that the persons who may be most valuable
                        to Fidelity 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,
                        Fidelity shall have the right to solicit members of the
                        MGEN Project Staff for employment by Fidelity. MGEN
                        agrees that it shall not interfere with any such
                        solicitation efforts by Fidelity 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 Fidelity.

        11.5    RIGHT OF IMMEDIATE PAYMENT. If MGEN terminates this Agreement
                for Fidelity's default, and Fidelity has not disputed such
                breach, Fidelity shall immediately pay MGEN for all Services
                rendered and Equipment procured through the termination date.
                Notwithstanding anything to the contrary, the failure of
                Fidelity 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 5.1, Section 5.2,
                Section 5.4, , Section 8.8, Section 8.11, Section 10.2, Section
                10.3, Section 10.4, Section 12, and Section 13.

12.     INDEMNITIES

        12.1    INDEMNITY BY FIDELITY. Fidelity 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 Fidelity set forth in
                        this Agreement; and


                                       27
<PAGE>

                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 Fidelity.

        12.2    INDEMNITY BY MGEN. MGEN agrees to indemnify, defend and hold
                harmless Fidelity 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 Fidelity 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 Fidelity's use of MGEN Software or
                        the NGS System or other resources or items provided to
                        Fidelity 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 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


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<PAGE>

                        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 Fidelity as the Indemnifying
                        Party shall not be required to reimburse MGEN's expenses
                        if Fidelity 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 Fidelity.

                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 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


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<PAGE>

                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 Fidelity 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 Fidelity may reasonably determine, in
                light of continuing insurable risks (if any) presented by MGEN's
                services hereunder.

        13.2    INSURANCE DOCUMENTATION. MGEN shall, upon Fidelity's request,
                furnish Fidelity 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 Fidelity 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

                Fidelity:     Fidelity National Financial, Inc.
                              4050 Calle Real
                              Santa Barbara, CA  93110

                Attn:         Edward Dewey
                              Peter Sadowski

                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.


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<PAGE>

        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 Fidelity
                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 Fidelity, whether
                regulatory or contractual, or to assume any responsibility for
                Fidelity'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 Fidelity 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.

        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


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<PAGE>

                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 Fidelity 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 Fidelity 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.

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


 FIDELITY:                                     FIDELITY NATIONAL FINANCIAL, INC.



                                               By:
                                                   -----------------------------
                                                   Name:  Patrick F. Stone
                                                   Title: President and COO


 MGEN:                                         MICRO GENERAL CORP.


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<PAGE>

                                               By:
                                                   -----------------------------
                                                   Name:  John R. Snedegar
                                                   Title: CEO and President


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