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Delaware		6361		16-1725106
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Peter T. Sadowski		Robert S. Rachofsky
General Counsel		LeBoeuf, Lamb, Greene & MacRae LLP
Fidelity National Financial, Inc.		125 West 55th Street
601 Riverside Avenue		New York, NY 10019-5389
Jacksonville, Florida 32204		(212) 424-8000
(904) 854-8100

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	Very truly yours,
	William P. Foley, II
	Chief Executive Officer and Chairman of the Board
	Fidelity National Financial, Inc.
	Chairman of the Board
	Fidelity National Title Group, Inc.

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	Very truly yours,
	Raymond R. Quirk
	Chief Executive Officer
	Fidelity National Title Group, Inc.

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be distributed until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

	•	you do not need to pay anything to FNT or FNF; and
	•	you do not need to surrender any of your shares of FNF’s common stock to receive your shares of FNT Class A Common Stock.

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		Page
Prospectus Summary			1
Risk Factors			7
The Distribution			14
Forward-Looking Statements			16
Dividend Policy			16
Capitalization			17
Selected Historical Financial Information			18
Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Industry Background			38
Business			41
Management			55
Our Arrangements with FNF			68
Certain Relationships and Related Transactions			82
Ownership of Common Stock			87
Description of Capital Stock			87
Shares Eligible For Future Sale			91
United States Federal Income Tax Considerations			92
Legal Matters			95
Experts			95
Additional Information			95
Index to Financial Statements			F-1
EXHIBIT 10.1
EXHIBIT 10.2
EXHIBIT 10.3
EXHIBIT 10.4
EXHIBIT 10.5
EXHIBIT 10.6
EXHIBIT 10.7
EXHIBIT 10.8
EXHIBIT 10.9
EXHIBIT 10.10
EXHIBIT 10.11
EXHIBIT 10.12
EXHIBIT 10.13
EXHIBIT 10.14
EXHIBIT 10.15
EXHIBIT 10.16
EXHIBIT 10.17
EXHIBIT 10.18
EXHIBIT 10.19
EXHIBIT 10.20
EXHIBIT 10.21
EXHIBIT 10.22
EXHIBIT 10.23
EXHIBIT 10.24
EXHIBIT 10.25
EXHIBIT 10.26
EXHIBIT 10.27
EXHIBIT 10.28
EXHIBIT 10.29
EXHIBIT 10.30
EXHIBIT 10.31
EXHIBIT 10.32
EXHIBIT 10.33
EXHIBIT 10.34
EXHIBIT 10.35
EXHIBIT 10.36
EXHIBIT 10.37
EXHIBIT 10.38
EXHIBIT 10.39
EXHIBIT 10.40
EXHIBIT 10.41
EXHIBIT 10.42
EXHIBIT 10.43
EXHIBIT 10.44
EXHIBIT 10.45
EXHIBIT 10.46
EXHIBIT 10.47
EXHIBIT 10.48
EXHIBIT 10.49
EXHIBIT 10.50
EXHIBIT 23.1

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	If adverse changes in the levels of real estate activity occur, our revenues will decline.

	•	when mortgage interest rates are high or increasing;
	•	when the mortgage funding supply is limited; and
	•	when the United States economy is weak.

	Because we are dependent upon California for over twenty-two percent of our title insurance premiums, our business may be adversely affected by regulatory conditions in California.

	Our subsidiaries engage in insurance-related businesses and must comply with additional regulations. These regulations may impede, or impose burdensome conditions on, our rate increases or other actions that we might seek to increase the revenues of our subsidiaries.

	•	licensing requirements;
	•	trade and marketing practices;
	•	accounting and financing practices;
	•	capital and surplus requirements;
	•	the amount of dividends and other payments made by insurance subsidiaries;
	•	investment practices;
	•	rate schedules;

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	•	deposits of securities for the benefit of policyholders;
	•	establishing reserves; and
	•	regulation of reinsurance.

	Regulatory investigations of the insurance industry may lead to new regulation and legal uncertainty, which could negatively affect our results of operations.

	State regulation of the rates we charge for title insurance could adversely affect our results of operations.

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	If the rating agencies further downgrade our company our results of operations and competitive position in the industry may suffer.

	•	the seventh highest rating of twenty-one ratings for S&P;
	•	the seventh highest rating of twenty-one ratings for Moody’s;
	•	the seventh highest rating of twenty-four ratings for Fitch;
	•	the fourth highest rating of fifteen ratings for A.M. Best; and
	•	the first and second highest ratings of five ratings for Demotech.

	As a holding company, we depend on distributions from our subsidiaries, and if distributions from our subsidiaries are materially impaired, our ability to declare and pay dividends may be adversely affected.

	We face competition in our title business from traditional title insurers and from new entrants with alternative products.

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	Our historical financial information may not be representative of our results as a consolidated, stand-alone company and may not be a reliable indicator of our future results.

	We will be controlled by FNF as long as it owns a majority of the voting power of our common stock and our other stockholders will be unable to affect the outcome of stockholder voting during this time.

	•	our business direction and policies, including the election and removal of our directors;
	•	mergers or other business combinations involving us;
	•	the acquisition or disposition of assets by us;
	•	our issuance of stock;
	•	our payment of dividends;
	•	our financing; and
	•	amendments to our certificate of incorporation and bylaws.

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	We could have conflicts with entities remaining with FNF, and the chairman of our board of directors will also be both the chief executive officer and chairman of the board of directors of FNF and FIS.

	•	our past and ongoing relationships with FNF and other entities of FNF, including tax matters, employee benefits, indemnification, and other matters;
	•	the quality and pricing of services that we have agreed to provide to entities remaining with FNF or that those entities have agreed to provide to us; and
	•	sales or distributions by FNF of all or part of its ownership interest in us.

	Provisions of our certificate of incorporation may prevent us from receiving the benefit of certain corporate opportunities.

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	You may experience fluctuations in the prices of our common stock or the common stock of FNF as a result of this distribution.

	The price of our common stock may be volatile and may be affected by market conditions beyond our control.

	•	quarterly variations in actual or anticipated results of our operations;
	•	changes in financial estimates by securities analysts;
	•	actions or announcements by our competitors;
	•	regulatory actions;
	•	changes in the market outlook for the lending and real estate industries;
	•	departure of our key personnel; and
	•	future sales of our common stock, including by FNF.

	Provisions in our charter documents, Delaware law and state insurance laws may delay or prevent a change in control and may therefore prevent stockholders from receiving the benefit of potential control transactions.

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	•	having a separate public company which will enable financial markets to better evaluate the individual operations of the title business apart from FNF;
	•	having a separate management and ownership structure for our company which will provide equity based compensation that is more closely related to the business in which our employees work; and
	•	placing us in a better position to focus on the title insurance business and maintain our competitiveness in a consolidating title insurance market.

	•	a separation agreement between us and FNF;
	•	corporate services agreements under which we will provide corporate and other support services to FNF and to FIS, and under which FNF will provide certain services to us;
	•	a tax matters agreement which covers our responsibilities with respect to tax liabilities and refunds, tax attributes, tax contests and other matters relating to income tax;
	•	a services agreement between us and FIS under which FIS will provide IT and other technology support services to us; and
	•	various other agreements covering employee matters, intellectual property, and other matters.

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	•	adverse changes in real estate activity;
	•	regulatory conditions in California;
	•	regulation by state insurance authorities;
	•	regulatory investigations involving title insurance;
	•	rate regulation by state authorities;
	•	downgrades by our rating agencies;
	•	dependence upon our subsidiaries for dividend payments;
	•	competition from traditional title insurers and new entrants; and
	•	other factors described under “Risk Factors.”

	•	our financial condition, operating results and current and anticipated cash needs;
	•	general economic and business conditions;
	•	our strategic plans and business prospects;
	•	regulatory restrictions on the ability of our subsidiaries to pay dividends to us to provide us with cash for the payment of dividends to our stockholders;
	•	any legal or contractual restrictions on our ability to pay dividends to our stockholders; and
	•	other factors that our board of directors may consider to be relevant.

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				As of June 30, 2005
				Actual				As Adjusted
				(In thousands)
Cash and cash equivalents				$	614,555			$	469,555
Total long-term debt					7,802				657,802
Stockholders’ equity
	Common stock, $0.0001 par value				—				17
	Additional paid-in capital				—				2,301,600
	Investment by FNF				3,096,617				—
	Accumulated other comprehensive loss				(52,002	)			(52,002	)
		Total			3,044,615				2,249,615
Total capitalization				$	3,052,417			$	2,907,417

	•	excludes                      shares of common stock issuable upon the exercise of stock options to be granted under our omnibus incentive plan as of completion of this distribution, at an exercise price equal to the closing price of our Class A Common Stock on the NYSE on the date of the distribution; and
	•	excludes                      shares of common stock available for future issuance under our omnibus incentive plan. For a description of this plan, see “Management — Omnibus Incentive Plan.”

	•	the payment of a dividend of $145 million in July 2005 to FNF by one of our insurance subsidiaries;
	•	$150 million of borrowings under a new credit facility (which we plan to enter into at the time of or shortly after the distribution) to repay a $150 million principal amount promissory note dividended in August 2005 to FNF by one of our insurance subsidiaries; and
	•	our planned issuance of $500 million principal amount of notes to FNF, with terms that mirror FNF’s existing public debt.

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			Six Months Ended
			June 30,								Year Ended December 31,
			2005(2)				2004(2)				2004(2)				2003(2)				2002				2001(1)(3)				2000(1)
			(In thousands)
Statement of Earnings Data
Direct title insurance premiums			$	1,017,396			$	987,019			$	2,003,447			$	2,105,317			$	1,557,769			$	1,252,656			$	786,588
Agency title insurance premiums				1,304,200				1,348,430				2,714,770				2,595,433				1,989,958				1,441,416				1,159,205
Total title premiums				2,321,596				2,335,449				4,718,217				4,700,750				3,547,727				2,694,072				1,945,793
Escrow and other title related fees				543,465				514,019				1,039,835				1,058,729				790,787				656,739				496,435
Total title and escrow				2,865,061				2,849,468				5,758,052				5,759,479				4,338,514				3,350,811				2,442,228
Interest and investment income				45,430				28,163				64,885				56,708				72,305				88,232				80,407
Realized gains and losses, net				21,922				17,044				22,948				101,839				584				946				4,605
Other income				20,020				21,573				43,528				52,689				55,927				50,476				27,434
Total revenue				2,952,433				2,916,248				5,889,413				5,970,715				4,467,330				3,490,465				2,554,674
Personnel costs				904,603				838,063				1,680,805				1,692,895				1,260,070				1,036,236				765,319
Other operating expenses				451,093				422,113				849,554				817,597				633,193				558,263				457,476
Agent commissions				1,005,121				1,046,601				2,117,122				2,035,810				1,567,112				1,131,892				906,043
Depreciation and amortization				49,389				44,193				95,718				79,077				53,042				100,225				88,033
Provision for claim losses				150,677				125,010				259,402				248,834				175,963				134,527				97,161
Interest expense				724				2,256				3,885				4,582				8,586				15,695				15,460
Total expenses				2,561,607				2,478,236				5,006,486				4,878,795				3,697,966				2,976,838				2,329,492
Earnings before income taxes and minority interest				390,826				438,012				882,927				1,091,920				769,364				513,627				225,182
Income tax expense				146,637				160,312				323,598				407,736				276,970				205,965				97,053
Earnings before minority interest				244,189				277,700				559,329				684,184				492,394				307,662				128,129
Minority interest				1,292				455				1,165				859				624				—				—
Cumulative effect of accounting change				—				—				—				—				—				5,709				—
Net earnings			$	242,897			$	277,245			$	558,164			$	683,325			$	491,770			$	301,953			$	128,129
Per share amounts:
	Unaudited proforma net earnings per share — basic and diluted		$	1.40							$	3.22
	Unaudited proforma weighted average shares outstanding — basic and diluted(4)			172,951								172,951

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(1)	Effective January 1, 2002, we adopted SFAS No. 142 “Goodwill and Other Intangible Assets” and as a result, have ceased to amortize goodwill. Goodwill amortization in 2001 and 2000 was $33.2 million and $47.5 million, respectively.
(2)	Effective January 1, 2003, we adopted the fair value recognition provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”, using the prospective method of adoption in accordance with SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”, and as a result recorded stock compensation expense of $3.4 million and $3.0 million for the years ended December 31, 2004 and 2003, respectively, and $5.4 million and $2.1 million for the six months ended June 30, 2005 and 2004, respectively.
(3)	During 2001, we recorded a $5.7 million, after-tax charge, reflected as a cumulative effect of a change in accounting principle, as a result of adopting Emerging Issues Task Force No. 99-20, “Recognition of Interest Income and Impairment on Purchased and Retained Beneficial Interests in Securitized Financial Assets”, (“EITF 99-20”).
(4)	Unaudited proforma net earnings per share is calculated using the number of outstanding shares of FNF as of June 30, 2005 because upon completion of the distribution the number of our outstanding shares of common stock will equal the number of FNF shares outstanding on the date of distribution.

		As of June 30,								As of December 31,
		2005				2004				2004				2003				2002				2001				2000
		(In thousands)
Balance sheet data (at end of period)
Investments		$	3,424,810			$	2,791,713			$	2,819,489			$	2,510,182			$	2,337,472			$	1,705,267			$	1,579,790
Cash and cash equivalents			614,555				497,653				268,414				395,857				433,379				491,709				214,398
Total assets			5,973,378				5,262,282				5,074,091				4,782,664				4,494,716				3,848,300				3,542,307
Notes payable			7,802				36,946				22,390				54,259				107,874				176,116				148,858
Reserve for claim losses			984,290				977,926				980,746				932,439				887,973				881,053				907,292
Minority interests			4,643				3,448				3,951				2,488				1,098				239				204
Equity			3,044,615				2,531,127				2,676,756				2,469,186				2,234,484				1,741,387				1,593,509
Other non-financial data: (unaudited) (in whole numbers)
Direct operations orders opened(1)			1,577,164				1,689,219				3,142,945				3,771,393				2,953,797				2,496,597				1,267,407
Direct operations orders closed(1)			1,048,931				1,165,864				2,249,792				2,916,201				2,141,680				1,685,147				911,349
Fee per closed file(1)		$	1,447			$	1,257			$	1,324			$	1,081			$	1,099			$	1,120			$	1,387

(1)	These measures are used by management to judge productivity and are a measure of transaction volume for our direct title businesses. An order is opened when we receive a customer order and is closed when the related real estate transaction closes, which typically takes 45-60 days from the opening of an order.

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		2004				2003				2002
		(In millions)
Agency title premiums earned		$	106.3			$	284.9			$	53.0
Rental income earned			8.4				7.3				6.7
Interest revenue			1.0				0.7				0.5
Total revenue		$	115.7			$	292.9			$	60.2

Agency title commissions		$	93.6			$	250.7			$	46.7
Data processing costs			56.6				12.4				—
Data processing costs allocated			—				(5.4	)			(5.8	)
Corporate services allocated			(84.5	)			(48.7	)			(28.6	)
Title insurance information expense			28.6				28.2				24.3
Other real-estate related information		$	9.9			$	11.4			$	3.7
Software expense			5.8				2.6				1.3
Rental expense			2.8				0.5				—
Total expenses		$	112.8			$	251.7			$	41.6
Total pretax impact of related party activity		$	2.9			$	41.2			$	18.6

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		As of
		December 31,
		2004				2003
		(In millions)
Notes receivable from FNF		$	22.8			$	26.6
Taxes due from FNF			63.6				44.1

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	Our Recent Acquisitions

	•	when mortgage interest rates are high or increasing;
	•	when the mortgage funding supply is limited; and
	•	when the United States economy is weak.

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		As of								As of
		December 31,								December 31,
		2004				%				2003				%
		(in thousands)
PLR		$	223,202				22.8%			$	207,909				22.3%
IBNR			757,544				77.2%				724,530				77.7%
Total Reserve		$	980,746				100.0%			$	932,439				100.0%

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				2004				2003				2002
				(in thousands)
Beginning Balance				$	932,439			$	887,973			$	881,053
	Reserve Assumed				38,597				4,203				—
	Claims Loss provision:
		Current year			275,406				237,919				207,290
		Prior year			(16,004	)			10,915				(31,337	)
		Total provision			259,402				248,834				175,953
Claims paid, net of recoupment
		Current year			(19,095	)			(11,591	)			(10,058	)
		Prior year			(230,597	)			(196,980	)			(158,975	)
		Total paids, net of recoupments			(249,692	)			(208,571	)			(169,033	)
Ending Balance				$	980,746			$	932,439			$	887,973
Title Premiums				$	4,718,217			$	4,700,750			$	3,547,727
Provision for claim losses as a percentage of title insurance premiums:
		Current Year			5.8	%			5.1	%			5.8	%
		Prior Years			(0.3	)%			0.2	%			(0.9	)%
		Total Provision			5.5	%			5.3	%			5.0	%
Sensitivity Analysis (.30% Loss Ratio Change)1 :
	Ultimate Reserve Estimate +/-			$	14,155			$	14,102			$	10,643

1	0.3% has been selected as an example; actual variability could be greater or less.

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	Comparisons of Six Months ended June 30, 2005 and 2004

	Results of Operations

			Six Months Ended
			June 30,
			2005				2004
			(In thousands)
Direct title insurance premiums			$	1,017,396			$	987,019
Agency title insurance premiums				1,304,200				1,348,430
	Total title insurance premiums			2,321,596				2,335,449
Escrow and other title-related fees				543,465				514,019
Interest and investment income				45,430				28,163
Realized gains and losses, net				21,922				17,044
Other income				20,020				21,573
	Total revenue			2,952,433				2,916,248
Personnel costs				904,603				838,063
Other operating expenses				451,093				422,113
Agent commissions				1,005,121				1,046,601
Depreciation and amortization				49,389				44,193
Provision for claim losses				150,677				125,010
Interest expense				724				2,256
	Total expense			2,561,607				2,478,236
Earnings before income taxes and minority interest				390,826				438,012
Income tax expense				146,637				160,312
Earnings before minority interest				244,189				277,700
Minority interest				1,292				455
Net Earnings			$	242,897			$	277,245
Orders opened by direct title operations(1)				1,577,164				1,689,219
Orders closed by direct title operations(1)				1,048,931				1,165,864

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(1)	These measures are used by management to judge productivity and are a measure of transaction volume for our direct title businesses. An order is opened when we receive a customer order and is closed when the related real estate transaction closes, which typically takes 45-60 days from the opening of an order.

			Six Months Ended June 30,
							% of								% of
			2005				Total				2004				Total
			(In thousands)
Title premiums from direct operations			$	1,017,396				43.8%			$	987,019				42.3%
Title premiums from agency operations				1,304,200				56.2%				1,348,430				57.7%
	Total		$	2,321,596				100.0%			$	2,335,449				100.0%

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			Six Months Ended June 30,
			2005								2004
			Amount				%				Amount				%
			(In thousands)
Agent title premiums			$	1,304,200				100.0%			$	1,348,430				100.0%
Agent commissions				1,005,121				77.1%				1,046,601				77.6%
	Net margin		$	299,079				22.9%			$	301,829				22.4%

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	Comparisons of Years ended December 31, 2004, 2003 and 2002

	Results of Operations

			Year Ended December 31,
			2004				2003				2002
			(In thousands)
Direct title insurance premiums			$	2,003,447			$	2,105,317			$	1,557,769
Agency title insurance premiums				2,714,770				2,595,433				1,989,958
	Total title premiums			4,718,217				4,700,750				3,547,727
Escrow and other title-related fees				1,039,835				1,058,729				790,787
Interest and investment income				64,885				56,708				72,305
Realized gains and losses, net				22,948				101,839				584
Other income				43,528				52,689				55,927
				5,889,413				5,970,715				4,467,330
Personnel costs				1,680,805				1,692,895				1,260,070
Other operating expenses				849,554				817,597				633,193
Agent commissions				2,117,122				2,035,810				1,567,112
Depreciation and amortization				95,718				79,077				53,042
Provision for claim losses				259,402				248,834				175,963
Interest expense				3,885				4,582				8,586
				5,006,486				4,878,795				3,697,966
Earnings before income taxes and minority interest				882,927				1,091,920				769,364
Income tax expense				323,598				407,736				276,970
Earnings before minority interest				559,329				684,184				492,394
Minority interest				1,165				859				624
Net earnings			$	558,164			$	683,325			$	491,770
Orders opened by direct title operations				3,142,945				3,771,393				2,953,797
Orders closed by direct title operations				2,249,792				2,916,201				2,141,680

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		Year Ended December 31,
		2004								2003								2002
		Amount				%				Amount				%				Amount				%
		(In thousands)
Direct		$	2,003,447				42.5	%		$	2,105,317				44.8	%		$	1,557,769				43.9	%
Agency			2,714,770				57.5				2,595,433				55.2				1,989,958				56.1
Total title insurance premiums		$	4,718,217				100.0	%		$	4,700,750				100.0	%		$	3,547,727				100.0	%

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			Year Ended December 31,
			2004								2003								2002
			Amount				%				Amount				%				Amount				%
											(In thousands)
Agent title premiums			$	2,714,770				100.0	%		$	2,595,433				100.0	%		$	1,989,958				100.0	%
Agent commissions				2,117,122				78.0				2,035,810				78.4				1,567,112				78.8
	Net margin		$	597,648				22.0	%		$	559,623				21.6	%		$	422,846				21.2	%

					Year Ended December 31,
					2004				2003				2002
					(Dollars in thousands)
Beginning balance					$	932,439			$	887,973			$	881,053
	Reserves assumed(1)					38,597				4,203				—
	Claim loss provision related to:
		Current year				275,982				237,919				207,290
		Prior years				(16,580	)			10,915				(31,327	)
			Total claim loss provision			259,402				248,834				175,963
	Claims paid, net of recoupments related to:
		Current year				(19,095	)			(11,591	)			(10,058	)
		Prior years				(230,597	)			(196,980	)			(158,985	)
			Total claims paid, net of recoupments			(249,692	)			(208,571	)			(169,043	)
Ending balance					$	980,746			$	932,439			$	887,973
Provision for claim losses as a percentage of title insurance premiums only						5.5	%			5.3	%			5.0	%

(1)	We assumed APTIC’s outstanding reserve for claim losses in connection with its acquisition in 2004. We assumed ANFI’s outstanding reserve for claim losses in connection with its acquisition in 2003.

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		Three Months Ended
		March 31,				June 30,				September 30,				December 31,
		(In thousands)
2004
Revenue		$	1,314,932			$	1,601,316			$	1,558,382			$	1,414,783
Earnings before income taxes and minority interest			171,740				266,272				219,478				225,437
Net earnings			108,958				168,288				138,645				142,274
2003
Revenue		$	1,219,346			$	1,518,656			$	1,713,943			$	1,518,770
Earnings before income taxes and minority interest			198,943				317,259				341,591				234,125
Net earnings			124,338				198,201				213,739				147,046

	Cash Requirements

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	Capital Expenditures

	Financing

	Contractual Obligations

		2005				2006				2007				2008				2009				Thereafter				Total
		(In thousands)
Notes payable		$	22,390			$	—			$	—			$	—			$	—			$	—			$	22,390
Operating lease payments			109,380				94,805				75,338				51,216				28,933				19,699				379,371
Reserve for claim losses			181,617				147,037				115,761				86,806				63,108				386,417				980,746
Pension and postretirement obligations			12,309				12,287				12,575				12,811				12,777				108,936				171,695
Total		$	325,696			$	254,129			$	203,674			$	150,833			$	104,818			$	515,052			$	1,554,202

	•	future mortgage interest rates, which will affect the number of real estate and refinancing transactions and, therefore, the rate at which title insurance claims will emerge;
	•	the legal environment whereby court decisions and reinterpretations of title insurance policy language to broaden coverage could increase total obligations and influence claim payout patterns;

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	•	events such as fraud, defalcation, and multiple property title defects, that can substantially and unexpectedly cause increases in both the amount and timing of estimated title insurance loss payments;
	•	loss cost trends whereby increases or decreases in inflationary factors (including the value of real estate) will influence the ultimate amount of title insurance loss payments; and
	•	claims staffing levels whereby claims may be settled at a different rate based on the future staffing levels of the claims department.

	Interest Rate Risk

	Equity Price Risk

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	•	An approximate $58.1 million net increase (decrease) in the fair value of fixed maturity securities would have occurred if interest rates were 100 basis points (lower) higher as of December 31, 2004. The change in fair values was determined by estimating the present value of future cash flows using various models, primarily duration modeling.
	•	An approximate $23.0 million net increase (decrease) in the fair value of equity securities would have occurred if there was a 20% price increase (decrease) in market prices.
	•	It is not anticipated that there would be a significant change in the fair value of other long-term investments or short-term investments if there was a change in market conditions, based on the nature and duration of the financial instruments involved.

	•	The customer, typically a real estate salesperson or broker, escrow agent, attorney or lender, places an order for a title policy.
	•	Company personnel note the specifics of the title policy order and place a request with the title company or its agents for a preliminary report or commitment.
	•	After the relevant historical data on the property is compiled, the title officer prepares a preliminary report that documents the current status of title to the property, any exclusions, exceptions and/or limitations that the title company might include in the policy, and specific issues that need to be addressed and resolved by the parties to the transaction before the title policy will be issued.
	•	The preliminary report is circulated to all the parties for satisfaction of any specific issues.
	•	After the specific issues identified in the preliminary report are satisfied, an escrow agent closes the transaction in accordance with the instructions of the parties and the title company’s conditions.
	•	Once the transaction is closed and all monies have been released, the title company issues a title insurance policy.

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	•	Title insurance companies remain subject to consolidation within the industry. This creates the potential for an increased customer base and continued economies of scale.
	•	In order to achieve lower costs, title insurance companies may increasingly outsource search and examination functions of the title process.
	•	If mortgage interest rates begin to rise, the volume and average value of real estate related transactions may decline and affect revenue.

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	•	Bias for action
	•	Autonomy and entrepreneurship
	•	Employee ownership
	•	Minimal bureaucracy
	•	Close customer relationships

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	•	higher margins because we retain the entire premium from each transaction instead of paying a commission to an independent agent;
	•	continuity of service levels to a broad range of customers; and
	•	additional sources of income through escrow and closing services.

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		Six Months Ended June 30,																Year Ended December 31,
		2005								2004								2004								2003								2002
		Amount				%				Amount				%				Amount				%				Amount				%				Amount				%
		(In thousands)																(In thousands)
Direct		$	1,017,396				43.8	%		$	987,019				42.3	%		$	2,003,447				42.5	%		$	2,105,317				44.8	%		$	1,557,769				43.9	%
Agency			1,304,200				56.2	%			1,348,430				57.7	%			2,714,770				57.5	%			2,595,433				55.2	%			1,989,958				56.1	%
Total title insurance premiums		$	2,321,596				100.0	%		$	2,335,449				100.0	%		$	4,718,217				100.0	%		$	4,700,750				100.0	%		$	3,547,727				100.0	%

			Year Ended December 31,
			2004								2003								2002
			Amount				%				Amount				%				Amount				%
			(In thousands)
California			$	1,055,296				22.4	%		$	1,183,643				25.2	%		$	895,698				25.2	%
Texas				514,417				10.9	%			527,583				11.2	%			429,740				12.1	%
Florida				483,860				10.3	%			310,545				6.6	%			215,367				6.1	%
New York				400,827				8.5	%			378,341				8.0	%			295,636				8.3	%
Illinois				202,277				4.3	%			222,534				4.7	%			173,651				4.9	%
All others				2,061,540				43.6	%			2,078,104				44.3	%			1,537,635				43.4	%
	Totals		$	4,718,217				100.0	%		$	4,700,750				100.0	%		$	3,547,727				100.0	%

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			Year Ended
			December 31, 2004
			Amount				%
			(In thousands)
California			$	3,068,170				19.8	%
Florida				1,804,513				11.6	%
Texas				1,491,295				9.6	%
New York				1,146,752				7.4	%
Pennsylvania				592,232				3.8	%
All others				7,431,878				47.8	%
	Totals		$	15,534,840				100.0	%

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		Year Ended December 31,
		2004																2003
		Amortized												% of				Amortized				% of								% of
Rating (1)		Cost				% of Total				Fair Value				Total				Cost				Total				Fair Value				Total
		(In thousands)
AAA		$	1,373,836				63.3	%		$	1,376,727				63.3	%		$	1,023,385				64.5	%		$	1,041,271				64.4	%
AA			329,417				15.2				332,761				15.3				262,152				16.5				270,912				16.8
A			280,004				12.9				277,556				12.8				201,408				12.7				202,429				12.5
BBB			60,067				2.7				59,252				2.7				45,981				2.9				45,943				2.8
Other			128,362				5.9				128,521				5.9				53,640				3.4				55,149				3.5
		$	2,171,686				100.0	%		$	2,174,817				100.0	%		$	1,586,566				100.0	%		$	1,615,704				100.0	%

(1)	Ratings as assigned by S&P’s Ratings Group and Moody’s.

		December 31, 2004
		Amortized
Maturity		Cost				% of Total				Fair Value				% of Total
		(In thousands)
One year or less		$	342,855				15.8	%		$	343,171				15.8	%
After one year through five years			1,083,385				49.9				1,084,365				49.9
After five years through ten years			405,776				18.7				407,356				18.7
After ten years			256,359				11.8				256,429				11.8
Mortgage-backed securities			83,311				3.8				83,496				3.8
		$	2,171,686				100.0	%		$	2,174,817				100.0	%
Subject to call		$	261,289				12.0	%		$	263,741				12.1	%

		Year Ended December 31,
		2004								2003
		Cost				Fair Value				Cost				Fair Value
		(In thousands)
Banks, trust and insurance companies		$	1			$	5			$	1			$	5
Industrial, miscellaneous and all other			108,573				115,065				54,400				65,402
		$	108,574			$	115,070			$	54,401			$	65,407

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		Year Ended December 31,
		2004				2003				2002
		(In thousands)
Net investment income(1)		$	86,120			$	70,940			$	85,405
Average invested assets			3,226,243				2,811,408				2,576,321
Effective return on average invested assets			2.7	%			2.5	%			3.3	%

(1)	Net investment income as reported in our Combined Statements of Earnings has been adjusted in the presentation above to provide the tax equivalent yield on tax exempt investments.

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		Number of Locations
California			529
Arizona			147
Texas			136
Illinois			100
Florida			98
Oregon and Washington			73
Michigan			39
Nevada			35
New York and Ohio			33
Indiana			31
North Carolina			29
Colorado			20
New Jersey			18
Pennsylvania			15
Kansas			13
Hawaii, Missouri, and Tennessee			12
Wisconsin			11
Minnesota			10
Virginia			9
Connecticut			8
Massachusetts			6
Canada, District of Columbia, Maine, New Hampshire, and Oklahoma			7
Georgia, Louisiana, Maryland, Montana, and South Carolina			5
Alabama and New Mexico			4
Delaware, Idaho, Kentucky, Mississippi, Rhode Island and Utah			1

	•	These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities, including but not limited to the underlying facts of each matter, novel legal issues, variations between jurisdictions in which matters are being litigated, differences in applicable laws and judicial interpretations, the length of time before many of these matters might be resolved by settlement or through litigation and, in some cases, the timing of their

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		resolutions relative to other similar cases brought against other companies, the fact that many of these matters are putative class actions in which a class has not been certified and in which the purported class may not be clearly defined, the fact that many of these matters involve multi-state class actions in which the applicable law for the claims at issue is in dispute and therefore unclear, and the current challenging legal environment faced by large corporations and insurance companies.
	•	In these matters, plaintiffs seek a variety of remedies including equitable relief in the form of injunctive and other remedies and monetary relief in the form of compensatory damages. In most cases, the monetary damages sought include punitive or treble damages. Often more specific information beyond the type of relief sought is not available because plaintiffs have not requested more specific relief in their court pleadings. In general, the dollar amount of damages sought is not specified. In those cases where plaintiffs have made a specific statement with regard to monetary damages, they often specify damages just below a jurisdictional limit regardless of the facts of the case. This represents the maximum they can seek without risking removal from state court to federal court. In our experience, monetary demands in plaintiffs’ court pleadings bear little relation to the ultimate loss, if any, we may experience.
	•	For the reasons specified above, it is not possible to make meaningful estimates of the amount or range of loss that could result from these matters at this time. We review these matters on an on-going basis and follow the provisions of SFAS No. 5, “Accounting for Contingencies” when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, we base our decision on our assessment of the ultimate outcome following all appeals.
	•	In the opinion of our management, while some of these matters may be material to our operating results for any particular period if an unfavorable outcome results, none will have a material adverse effect on our overall financial condition.

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	•	10% of the insurer’s statutory surplus as of the immediately prior year end; or
	•	the statutory net investment income or the statutory net income of the insurer during the prior calendar year.

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S&P

Moody’s

Fitch

A. M. Best

Demotech

Alamo Title Insurance

A-

A3

A-

A-

A´

Chicago Title Insurance Co.

A-

A3

A-

A-

A´´

Chicago Title Insurance Co. of Oregon

A-

A3

A-

A-

A´

Fidelity National Title Insurance Co.

A-

A3

A-

A-

A´

Ticor Title Insurance Co.

A-

A3

A-

A-

A´

Security Union Title Insurance Co.

A-

A3

A-

A-

A´

	S&P Ratings

	Moody’s Ratings

	Fitch Ratings

	A.M. Best Ratings

	Demotech Ratings

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Name		Age				Position
William P. Foley, II			60			Chairman of the Board
Raymond R. Quirk			58			Chief Executive Officer
Christopher Abbinante			54			President, Eastern Operations
Roger S. Jewkes			46			President, Western Operations
Erika Meinhardt			46			President, National Agency Operations
Anthony J. Park			38			Chief Financial Officer
Willie M. Davis			70			Director Nominee
John F. Farrell, Jr.			67			Director Nominee
Philip G. Heasley			55			Director Nominee
William A. Imparato			58			Director Nominee
Donald M. Koll			72			Director Nominee
General William Lyon			82			Director Nominee
Frank P. Willey			51			Director Nominee

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	•	the quality and integrity of our financial statements and related disclosure;
	•	our compliance with legal and regulatory requirements;
	•	the independent auditor’s qualifications and independence; and
	•	the performance of our internal audit function and independent auditor.

	•	to monitor our management resources, structure, succession planning, development and selection process as well as the performance of key executives; and
	•	to review and approve executive compensation and broad-based and incentive compensation plans.

	•	an annual retainer of                     ;
	•	a per meeting fee of                     for each board meeting attended;

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	•	an annual retainer of                     for service on any board committee (except audit) or a                     annual retainer if chair of any committee (except audit);
	•	an annual retainer of                     for service on the audit committee or a                     annual retainer if chair of the audit committee;
	•	a per meeting fee of                     for each committee meeting attended (except audit which has a per meeting fee of                     ; and
	•	expenses of attending board and committee meetings.

			Annual Compensation																Long-term Compensation
																							Securities
															Other Annual				Restricted Stock				Underlying				All Other
			Fiscal				Salary(1)				Bonus(2)				Compensation(3)				Units(4)				Options(5)				Compensation(6)
Name and Title			Year				($)				($)				($)				($)				(#)				($)
Raymond R. Quirk				2004				606,250				1,210,227				7,304				—				150,000				28,956
	Chief Executive Officer			2003				594,529				1,557,123				89,148				1,156,050				8,250				23,644
				2002				418,764				837,500				6,000				—				129,421				23,019
Christopher Abbinante				2004				475,000				879,344				6,000				—				106,400				25,876
	President, Eastern Operations
Roger S. Jewkes				2004				469,059				450,000				6,000				—				93,100				17,477
	President, Western Operations
Erika Meinhardt				2004				341,668				600,000				8,781				—				106,400				22,284
	President, National Agency
	Operations
Anthony J. Park				2004				250,001				197,542				—				—				26,600				17,269
	Chief Financial Officer

(1)	Amounts shown for the indicated fiscal year include amounts deferred at the election of the named executive officer pursuant to the FNF’s 401(k) plan.
(2)	Bonuses were awarded during the year following the year to which the bonuses relate, based on an evaluation by the Compensation Committee of the Board of Directors. Amounts shown for Mr. Quirk for the 2002 fiscal year include cash bonus amounts earned and deferred at his election and utilized to reduce the exercise price of stock options granted to him during the subsequent fiscal year pursuant to the 1991 and 2001 Stock Option Plans. The bonus amount applied to reduce the exercise price of stock option grants awarded to Mr. Quirk and included in this column for 2002, the most recent year for which the options were granted, was $75,000.
(3)	Amounts shown for Mr. Quirk include (i) $83,148 reimbursed during 2003 for the payment of taxes in connection with the restricted stock grant; (ii) the cost of an FNF provided automobile of $6,000 in 2004, 2003 and 2002; and (iii) personal use of an FNF aircraft by Mr. Quirk of $1,304 in 2004.
(4)	Pursuant to the 2001 Plan, FNF granted a right to Mr. Quirk to purchase shares of restricted common stock on November 18, 2003. The restricted shares granted vest over a four year period, of

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	which one-fifth vested immediately on the date of grant. Dividends are paid by FNF on the restricted stock granted. The number and aggregate value of Mr. Quirk’s restricted stock holdings as of December 31, 2004 were 23,100 shares and $1,054,977, respectively.

(5)	The number of securities underlying options has been adjusted to reflect all dividends and stock splits.
(6)	Amounts shown for fiscal 2004 consist of the following: (i) Mr. Quirk: no FNF contribution to 401(k) Plan, FNF paid life insurance premiums — $3,070 and FNF contribution to Employee Stock Purchase Program — $25,886; (ii) Mr. Abbinante: FNF contribution to 401(k) Plan — $6,150, FNF paid life insurance premiums — $1,642 and FNF contribution to Employee Stock Purchase Program — $18,084; (iii) Mr. Jewkes: FNF contribution to 401(k) Plan — $6,150, FNF paid life insurance premiums — $1,071 and FNF contribution to Employee Stock Purchase Program — $16,406; (iv) Ms. Meinhardt: FNF contribution to 401(k) Plan — $6,150, FNF paid life insurance premiums — $1,971 and FNF contribution to Employee Stock Purchase Program — $20,312; and (v) Mr. Park: FNF contribution to 401(k) Plan — $6,150, FNF paid life insurance premiums — $81 and FNF contribution to Employee Stock Purchase Program — $17,187.

Position		Multiple
Chief Executive Officer			5x Base Salary
Other Officers (direct reports to the CEO or Section 16 Reporting Persons)			2x Base Salary
Members of the Board			2x Annual Retainer

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Name		Beneficially Owned(1)				Percent of Class
William P. Foley, II			9,575,912				5.42	%
Willie D. Davis			82,406				*
John F. Farrell, Jr.			56,613				*
Philip G. Heasley			31,156				*
William A. Imparato			114,723				*
Donald M. Koll			181,659				*
General William Lyon			132,977				*
Frank P. Willey			1,546,435				*
Raymond R. Quirk			634,849				*
Christopher Abbinante			74,196				*
Roger S. Jewkes			45,807				*
Erika Meinhardt			176,167				*
Anthony J. Park			108,390	(2)			*
All directors and executive officers as a group (persons)			12,761,290				7.17	%

	*	Indicates less than 1% of FNF outstanding common stock.

(1)	Shares “beneficially owned” include: (a) shares of FNF common stock owned by the individual, (b) FNF restricted stock granted to the individual (Mr. Foley — 165,000; Messrs. Davis, Farrell, Heasley, Imparato, Koll, Lyon — 3,300; Mr. Willey — 13,200; Mr. Quirk — 23,100; Mr. Abbinante — 13,200; Mr. Jewkes — 8,800; Ms. Meinhardt — 13,200; and Mr. Park — 3,080), (c) FNF options that are exercisable within 60 days and (d) shares of FNF common stock held in the individual’s 401(k) and ESPP accounts.
(2)	Included in this amount are 1,591 shares of FNF common stock held by Mr. Park’s spouse.

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																		Potential Realizable
		Individual Grants																Value at Assumed
																		Annual Rates of
		Number of				Percentage												Stock Price
		Securities				of Total												Appreciation for
		Underlying				Options												Option Term(2)
		Options				Granted to				Exercise or
		Granted				Employees in				Base Price				Expiration				5%				10%
Name		(#)				Fiscal Year				($/share)				Date				($)				($)
Raymond R. Quirk								%		$		(1)						$				$
Christopher Abbinante								%		$		(1)						$				$
Roger S. Jewkes								%		$		(1)						$				$
Erika Meinhardt								%		$		(1)						$				$
Anthony J. Park								%		$		(1)						$				$

(1)	The options will be granted under the 2005 Omnibus Incentive Plan to our key employees at an exercise price equal to the closing price of shares of our Class A Common Stock traded on the NYSE on the date of the distribution.
(2)	These are assumed rates of appreciation and are not intended to forecast future appreciation of our common stock.

																		Potential Realizable
		Individual Grants																Value at Assumed
																		Annual Rates of
		Number of				Percentage												Stock Price
		Securities				of Total												Appreciation for
		Underlying				Options				Exercise								Option Term(3)
		Options				Granted to				or Base
		Granted				Employees in				Price				Expiration				5%				10%
Name		(#)				Fiscal Year				($/Share)				Date				($)				($)
Raymond R. Quirk			150,000				3.4%			$	36.60	(1)			10/15/12			$	4,204,200			$	8,465,765
Christopher Abbinante			106,400				1.8%			$	28.06	(2)			9/10/12			$	1,425,491			$	3,414,299
Roger S. Jewkes			93,100				1.6%			$	28.06	(2)			9/10/12			$	1,247,305			$	2,987,511
Erika Meinhardt			106,400				1.8%			$	28.06	(2)			9/10/12			$	1,425,491			$	3,414,299
Anthony J. Park			26,600				0.5%			$	28.06	(2)			9/10/12			$	356,373			$	853,574

(1)	The stock options shown in the table above were granted to the named executive officers on October 15, 2004 (subject to stockholder approval of FNF’s 2004 Omnibus Incentive Plan on December 16, 2004) at an exercise price of $36.60, the fair market value of FNF’s Common Stock on the date of grant. All such options were granted under FNF’s 2004 Omnibus Incentive Plan and vest in three equal annual installments beginning on the first anniversary of the date of grant. Vesting is accelerated upon a change in control of FNF occurring more than one year after grant.
(2)	The stock options shown in the table above were granted to the named executive officers on September 10, 2004 at an exercise price of $37.32, the fair market value of FNF’s common stock on

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	the date of grant. The exercise price of, and the number of shares underlying, the stock options were subsequently adjusted pursuant to the anti-dilution provisions of the 1998 plan to account for the payment of a special $10 per share cash dividend by FNF on March 28, 2005. All of such options were granted under FNF’s 1998 Plan and vest in three equal annual installments beginning on the first anniversary of the date of grant. Vesting is accelerated upon a change in control of FNF occurring more than one year after the date of grant.
(3)	These are assumed rates of appreciation, and are not intended to forecast future appreciation of FNF’s common stock.

										Number of								Value of Unexercised
										Securities Underlying								In-the-Money Options
		Shares								Unexercised Options								at December 31,
		Acquired on				Value				at December 31, 2004								2004(1)($)
		Exercise				Realized
Name		(#)				($)				Exercisable/				Unexercisable				Exercisable/				Unexercisable
Raymond R. Quirk			—			$	—				498,827				177,152			$	11,940,537			$	1,854,020
Christopher Abbinante			22,355			$	2,054,540				21,058				127,457			$	246,628			$	1,062,823
Roger S. Jewkes			—			$	—				27,145				98,013			$	573,718			$	663,409
Erika Meinhardt			3,300			$	85,511				133,336				115,546			$	3,328,553			$	815,981
Anthony J. Park			—			$	—				90,005				29,039			$	2,564,087			$	206,454

(1)	In accordance with the rules of the Securities and Exchange Commission, values are calculated by subtracting the exercise price from the fair market value of the underlying common stock. For purposes of this table, the fair market value is deemed to be $45.67, the closing price of the common stock of FNF reported by the NYSE on December 31, 2004.

	•	stock options: FNF stock options will be equitably adjusted to reflect the impact of the distribution. Holders of FNF stock options will continue to hold such options, as adjusted, pursuant to the terms and conditions of their individual award agreements; and
	•	restricted stock: holders of FNF restricted stock will receive unrestricted FNT shares in the distribution in the same proportion as other FNF stockholders. Such holders will continue to hold FNF restricted stock pursuant to the terms and conditions of their individual award agreements.

	•	nonqualified stock options;
	•	“incentive stock options” within the meaning of section 422 of the Internal Revenue Code;
	•	stock appreciation rights;
	•	restricted stock;
	•	restricted stock units;

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	•	performance shares;
	•	performance units; and
	•	other cash and stock-based awards.

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	•	an acquisition immediately after which any person, group or entity possesses direct or indirect beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of 25% or more of either our outstanding common stock or our outstanding voting securities, provided that, after the acquisition, the acquirer’s beneficial ownership percentage exceeds FNF’s, and excluding any

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		acquisition directly from us, by us, by FNF or by any of our employee benefit plans and certain other acquisitions;
	•	during any period of two consecutive years, the individuals who, as of the beginning of such period, constitute our board, or incumbent board, cease to constitute at least a majority of the board, provided that any individual who becomes a member of our board subsequent to the beginning of such period and whose election or nomination was approved by at least two thirds of the members of the incumbent board will be considered as though he or she were a member of the incumbent board;
	•	the consummation of a reorganization, merger, share exchange or consolidation or sale or other disposition of all or substantially all of our assets unless (a) our stockholders immediately before the transaction continue to have beneficial ownership of 50% or more of the outstanding shares of our common stock and the combined voting power of our then outstanding voting securities resulting from the transaction in substantially the same proportions as their ownership immediately prior to the transaction of our common stock and outstanding voting securities; (b) no person (other than us, our parent organization (or the parent organization of the resulting corporation), an employee benefit plan sponsored by us or the resulting corporation, or any entity controlled by us or the resulting corporation) has beneficial ownership of 25% or more of the outstanding common stock of the resulting corporation or the combined voting power of the resulting corporation’s outstanding voting securities; and (c) individuals who were members of the incumbent board continue to constitute a majority of the members of the board of directors of the resulting corporation; or
	•	our stockholders approve a plan or proposal for the complete liquidation or dissolution of our company.

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	•	the separation agreement;
	•	corporate services agreements;
	•	the new notes payable to FNF;
	•	a tax matters agreement;
	•	an employee matters agreement;
	•	a registration rights agreement;
	•	an intellectual property cross license agreement;
	•	a sublease agreement; and
	•	an assignment, assumption and novation agreement.

	Separation Agreement

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	•	the ownership or operation of the assets or properties, or the operations or conduct, of the entities transferred to us in connection with the distribution, whether arising before or after the distribution (including any liabilities arising under the McCabe case referred to under “Business — Legal Proceedings”);
	•	any guarantee, indemnification obligation, surety bond or other credit support arrangement by FNF or any of its affiliates for our benefit;
	•	any breach by us or any of our affiliates of the separation agreement, any of the other transaction documents, any other agreement to which we or our affiliates are a party, our certificate of incorporation or by-laws or any law or regulation;
	•	any untrue statement of, or omission to state, a material fact in FNF’s public filings to the extent it was as a result of information that we furnished to FNF or which FNF incorporated by reference from our public filings, if that statement or omission was made or occurred after the distribution; and
	•	any untrue statement of, or omission to state, a material fact in any registration statement or prospectus we may prepare or any of our other public filings, except to the extent the statement was made or omitted in reliance upon information provided to us by FNF expressly for use in any

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		registration statement or prospectus or other public filing or information relating to and provided by any underwriter expressly for use in any registration statement or prospectus.

	•	the ownership or operation of the assets or properties, and the operations or conduct, of FNF or any of its affiliates (other than us and our subsidiaries), whether arising before of after the distribution;
	•	any guarantee, indemnification obligation, surety bond or other credit support arrangement by us or any of our affiliates for the benefit of FNF;
	•	any breach by FNF or any of its affiliates of the separation agreement or any of the other transaction documents, any other agreement to which FNF or its affiliates are a party, FNF’s certificate of incorporation or bylaws, or any law or regulation;
	•	any untrue statement of, or omission to state, a material fact in our public filings to the extent it was as a result of information that FNF furnished to us or which we incorporated by reference from FNF’s public filings;
	•	any untrue statement of, or omission to state, a material fact contained in any registration statement or prospectus we may prepare, but only to the extent the untrue statement or omission was made or omitted in reliance upon information provided by FNF expressly for use in any registration statement or prospectus; and
	•	any action or liability arising as a result of the distribution.

	•	take any action or enter into any agreement that would cause FNF to violate any law, agreement or judgment;
	•	take any action that limits FNF’s ability to freely sell, transfer, pledge or otherwise dispose of our stock or limits the rights of any transferee of FNF as a holder of our common stock; or
	•	enter into any agreement that binds or purports to bind FNF.

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	FNF Corporate Services Agreements

	•	treasury, cash management and related services;
	•	accounting, billing and financial transaction support;
	•	tax services;
	•	corporate, legal and related services;
	•	risk management and corporate insurance;
	•	payroll and human resources and employee benefits administration;
	•	information technology, network systems, data processing and related services;
	•	purchasing and procurement;
	•	travel; and
	•	other general administrative and management functions.

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	New Notes Payable to FNF

	Tax Matters Agreement

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	Employee Matters Agreement

	Registration Rights Agreement

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	Intellectual Property Cross License Agreement

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	Sublease Agreement

	Assignment, Assumption and Novation Agreement

	Overview

	•	corporate services agreements;
	•	the starter repository and back plant access agreements;
	•	the license and services agreement;
	•	a lease agreement;
	•	a master information technology agreement; and
	•	a software license agreement for “SoftPro” software.

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	•	treasury, cash management and related services;
	•	accounting, billing and financial transaction support;
	•	tax services;
	•	corporate, legal and related services;
	•	risk management and corporate insurance;
	•	payroll and human resources and employee benefits administration;
	•	information technology, network systems, data processing and related services;
	•	purchasing and procurement;
	•	travel; and
	•	other general administrative and management functions.

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	FNF Starter Repository and Back Plant Access Agreements

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	License and Services Agreement

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	Lease Agreement

	Master Information Technology Services Agreement

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	SoftPro Software License Agreement

	Corporate Services

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	IT Services

	Lease

	Real Estate Information

	Agency Agreements

	Cost Sharing Agreement

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	Agreements relating to Title Information

	Title Plant Maintenance Agreement and Master Title Plant Access Agreement

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	Title Plant Management Agreement

	Tax Sharing Agreements

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	Software License Agreements

	Equipment Leases

	Master Loan Agreements

	Cross Conveyance and Joint Ownership and Development Agreements

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	•	the holder of any share of Class B Common Stock may elect at any time, and at such holder’s sole option, to convert such share into one fully paid and nonassessable share of Class A Common Stock;
	•	if at any time FNF and its affiliates collectively own less than 40% of the total number of issued and outstanding shares of capital stock of FNT, each issued and outstanding share of Class B Common Stock will automatically be converted into one share of Class A Common Stock; and
	•	upon the transfer of any share of Class B Common Stock to a person other than FNF or an affiliate of FNF (excluding certain permitted transfers), such share will automatically be converted into one fully paid and nonassessable share of Class A Common Stock.

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	•	a corporate opportunity offered to any person who is an officer of ours and who is also a director but not an officer of Fidelity, will belong to us unless the opportunity is expressly offered to that person in a capacity other than such person’s capacity as one of our officers, in which case it will not belong to us;
	•	a corporate opportunity offered to any person who is a director but not an officer of ours, and who is also a director or officer of Fidelity, will belong to us only if that opportunity is expressly offered to that person in that person’s capacity as one of our directors; and
	•	a corporate opportunity offered to any person who is an officer of both Fidelity and us will belong to us only if that opportunity is expressly offered to that person in that person’s capacity as one of our officers.

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	•	1% of the number of shares of common stock then outstanding; or
	•	the average weekly trading volume of the common stock on the New York Stock Exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

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		Page
Report of Independent Registered Public Accounting Firm			F-2
Combined Balance Sheets as of December 31, 2004 and 2003			F-3
Combined Statements of Earnings for the years ended December 31, 2004, 2003 and 2002			F-4
Combined Statements of Equity And Comprehensive Earnings for the years ended December 31, 2004, 2003 and 2002			F-5
Combined Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002			F-6
Notes to Combined Financial Statements			F-7
Unaudited Combined Balance Sheets as of June 30, 2005 and December 31, 2004			F-35
Unaudited Combined Statements of Earnings for the six months ended June 30, 2005 and 2004			F-36
Unaudited Combined Statements of Equity And Comprehensive Earnings for the six months ended June 30, 2005			F-37
Unaudited Combined Statements of Cash Flows for the six months ended June 30, 2005 and 2004			F-38
Notes to Unaudited Condensed Combined Financial Statements			F-39

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	/s/ KPMG LLP

F-2

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				As of December 31,
				2004				2003
				(In thousands)
ASSETS
Investments:
	Fixed maturities available for sale, at fair value, at December 31, 2004 and 2003 includes $265,639 and $262,193, respectively, of pledged fixed maturity securities related to secured trust deposits			$	2,174,817			$	1,615,704
	Equity securities, at fair value				115,070				65,407
	Other long-term investments				21,219				17,596
	Short-term investments, at December 31, 2004 and 2003 includes $280,351 and $185,956, respectively, of pledged short-term investments related to secured trust deposits				508,383				811,475
		Total investments			2,819,489				2,510,182
Cash and cash equivalents, at December 31, 2004 and 2003 includes $195,200 and $231,142, respectively, of pledged cash related to secured trust deposits					268,414				395,857
Trade receivables, net of allowance of $11,792 in 2004 and $12,833 in 2003					145,447				132,579
Notes receivable, net of allowance of $1,740 in 2004 and $1,555 in 2003 and includes notes from related parties of $22,800 in 2004 and $26,598 in 2003					39,196				41,358
Goodwill					959,600				920,278
Prepaid expenses and other assets					311,730				296,942
Title plants					301,610				280,024
Property and equipment, net					164,916				161,368
Due from FNF					63,689				44,076
				$	5,074,091			$	4,782,664
LIABILITIES AND EQUITY
Liabilities:
	Accounts payable and accrued liabilities			$	603,705			$	591,535
	Notes payable				22,390				54,259
	Reserve for claim losses				980,746				932,439
	Secured trust deposits				735,295				671,882
	Deferred tax liabilities				51,248				60,875
					2,393,384				2,310,990
	Minority interests				3,951				2,488
Equity:
	Investment by FNF				2,719,056				2,481,038
	Accumulated other comprehensive loss				(42,300	)			(11,852	)
					2,676,756				2,469,186
				$	5,074,091			$	4,782,664

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				Year Ended December 31,
				2004				2003				2002
				(In thousands)
Revenue:
	Direct title insurance premiums			$	2,003,447			$	2,105,317			$	1,557,769
	Agency title insurance premiums, includes $106.3 million, $284.9 million and $53.0 million of premiums from related parties in 2004, 2003 and 2002, respectively (see Note A)				2,714,770				2,595,433				1,989,958
		Total title premiums			4,718,217				4,700,750				3,547,727
	Escrow and other title related fees, includes $8.4 million, $7.3 million and $6.7 million of revenue from related parties in 2004, 2003 and 2002, respectively (see Note A)				1,039,835				1,058,729				790,787
		Total title and escrow			5,758,052				5,759,479				4,338,514
	Interest and investment income, includes $1.0 million, $0.7 million and $0.5 million of interest revenue from related parties in 2004, 2003 and 2002, respectively (see Note A)				64,885				56,708				72,305
	Realized gains and losses, net				22,948				101,839				584
	Other income				43,528				52,689				55,927
					5,889,413				5,970,715				4,467,330
Expenses:
	Personnel costs, excludes $34.5 million, $14.8 million and $9.9 million of personnel costs allocated to related parties in 2004, 2003 and 2002, respectively (see Note A)				1,680,805				1,692,895				1,260,070
	Other operating expenses, includes $53.8 million, $15.8 million and $4.9 million of other operating expenses from related parties net of amounts allocated to related parties in 2004, 2003 and 2002, respectively (see Note A)				849,554				817,597				633,193
	Agent commissions, includes agent commissions of $93.6 million, $250.7 million and $46.7 million paid to related parties in 2004, 2003 and 2002, respectively (see Note A)				2,117,122				2,035,810				1,567,112
	Depreciation and amortization				95,718				79,077				53,042
	Provision for claim losses				259,402				248,834				175,963
	Interest expense				3,885				4,582				8,586
					5,006,486				4,878,795				3,697,966
	Earnings before income taxes and minority interest				882,927				1,091,920				769,364
	Income tax expense				323,598				407,736				276,970
	Earnings before minority interest				559,329				684,184				492,394
	Minority interest				1,165				859				624
		Net earnings		$	558,164			$	683,325			$	491,770
		Unaudited proforma net earnings per share — basic and diluted		$	3.22				—				—
		Unaudited proforma weighted average shares outstanding — basic and diluted			172,951				—				—

F-4

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							Accumulated Other
			Investment by				Comprehensive								Comprehensive
			FNF				Earnings (Loss)				Total Equity				Earnings (Loss)
			(In thousands)
Balance, December 31, 2001			$	1,740,917			$	470			$	1,741,387			$	—
	Other comprehensive loss-minimum pension liability adjustment — net of tax			—				(15,871	)			(15,871	)			(15,871	)
	Other comprehensive earnings-unrealized gain on investments — net of tax			—				26,882				26,882				26,882
	Net contribution of capital			144,016				—				144,016
	Dividend to FNF			(153,700	)			—				(153,700	)
	Net earnings			491,770				—				491,770				491,770
Balance, December 31, 2002				2,223,003				11,481				2,234,484				502,781
	Other comprehensive loss-minimum pension liability adjustment — net of tax			—				(9,988	)			(9,988	)			(9,988	)
	Other comprehensive earnings-unrealized loss on investments — net of tax			—				(13,345	)			(13,345	)			(13,345	)
	Net distribution of capital			(16,390	)			—				(16,390	)
	Dividend to FNF			(408,900	)			—				(408,900	)
	Net earnings			683,325				—				683,325				683,325
Balance, December 31, 2003				2,481,038				(11,852	)			2,469,186				659,992
	Other comprehensive loss-minimum pension liability adjustment — net of tax			—				(11,764	)			(11,764	)			(11,764	)
	Other comprehensive earnings-unrealized loss on investments — net of tax			—				(18,684	)			(18,684	)			(18,684	)
	Net contribution of capital			117,854				—				117,854				—
	Dividend to FNF			(438,000	)			—				(438,000	)			—
	Net earnings			558,164				—				558,164				558,164
Balance, December 31, 2004			$	2,719,056				(42,300	)		$	2,676,756			$	527,716

F-5

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				Year Ended December 31,
				2004				2003				2002
				(In thousands)
Cash Flows From Operating Activities:
	Net earnings			$	558,164			$	683,325			$	491,770
	Adjustment to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization			95,718				79,077				53,042
		Net increase in reserve for claim losses			6,088				38,158				6,920
		Gain on sales of investments and other assets			(22,948	)			(101,839	)			(584	)
		Stock-based compensation cost			5,418				4,864				—
Changes in assets and liabilities, net of effects from acquisitions:
		Net decrease (increase) in secured trust deposits			1,514				11,647				(5,129	)
		Net increase in trade receivables			(11,241	)			(7,630	)			(35,000	)
		Net decrease in prepaid expenses and other assets			18,295				58,829				105,916
		Net (decrease) increase in accounts payable, accrued liabilities and minority interests			(12,309	)			62,735				112,437
		Net increase in income taxes			7,099				23,462				21,928
	Net cash provided by operating activities				645,798				852,628				751,300
Cash Flows From Investing Activities:
	Proceeds from sales of investment securities available for sale				2,579,401				1,849,862				1,061,356
	Proceeds from maturities of investment securities available for sale				204,783				318,302				161,538
	Proceeds from sales of real estate, property and equipment				5,620				5,141				2,765
	Collections of notes receivable				7,788				15,480				22,764
	Additions to title plants				(6,533	)			(1,105	)			(569	)
	Additions to property and equipment				(70,636	)			(80,418	)			(64,093	)
	Additions to capitalized software				(415	)			(16,133	)			(35,048	)
	Additions to notes receivable				(5,414	)			(3,665	)			—
	Purchases of investment securities available for sale				(3,244,321	)			(2,184,319	)			(1,387,840	)
	Net proceeds (purchases) of short-term investment activities				277,736				(76,192	)			(288,788	)
	Acquisition of businesses, net of cash acquired				(115,712	)			(8,352	)			10,633
		Net cash used in investing activities			(367,703	)			(181,399	)			(517,282	)
Cash Flows From Financing Activities:
	Borrowings				132				238				21,063
	Debt service payments				(33,367	)			(56,062	)			(89,365	)
	Net contribution from (distribution to) parent				101,639				(180,118	)			2,510
	Dividends paid				(438,000	)			(408,900	)			(153,700	)
	Net cash used in financing activities				(369,596	)			(644,842	)			(219,492	)
	Net (decrease) increase in cash and cash equivalents, excluding pledged cash related to secured trust deposits				(91,501	)			26,387				14,526
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at beginning of year				164,715				138,328				123,802
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at end of year			$	73,214			$	164,715			$	138,328

F-6

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A.	Summary of Significant Accounting Policies

F-7

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		2004				2003				2002
		(In millions)
Agency title premiums earned		$	106.3			$	284.9			$	53.0
Rental income earned			8.4				7.3				6.7
Interest revenue			1.0				0.7				0.5
Total revenue		$	115.7			$	292.9			$	60.2

Agency title commissions		$	93.6			$	250.7			$	46.7
Data processing costs			56.6				12.4				—
Data processing costs allocated			—				(5.4	)			(5.8	)
Corporate services allocated			(84.5	)			(48.7	)			(28.6	)
Title insurance information expense			28.6				28.2				24.3
Other real-estate related information		$	9.9			$	11.4			$	3.7
Software expense			5.8				2.6				1.3
Rental expense			2.8				0.5				—
Total expenses		$	112.8			$	251.7			$	41.6
Total pretax impact of related party activity		$	2.9			$	41.2			$	18.6

F-8

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F-9

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		As of December 31
		2004				2003
		(In millions)
Notes receivable from FNF		$	22.8			$	26.6
Taxes due from FNF			63.6				44.1

	Investments

F-10

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	Cash and Cash Equivalents

	Fair Value of Financial Instruments

	Trade and Notes Receivables

	Goodwill

	Other Intangible Assets

F-11

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	Capitalized Software

	Title Plants

	Property and Equipment

	Reserve for Claim Losses

F-12

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	Secured Trust Deposits

	Income Taxes

	Reinsurance

	Revenue Recognition

F-13

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	Stock-Based Compensation Plans

		Year Ended December 31,
		2004				2003				2002
		(In thousands)
Net earnings, as reported		$	558,164			$	683,325			$	491,770
Add: Stock-based compensation expense included in reported net earnings, net of related tax effects			3,360				3,016				—
Deduct: Total stock-based employee compensation expense determined under fair value based methods for all awards, net of related tax effects			(4,268	)			(8,124	)			(12,071	)
Pro forma net earnings		$	557,256			$	678,217			$	479,699

	Management Estimates

F-14

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	American Pioneer Title Insurance Company

	LandCanada

	Key Title Company

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			December 31, 2004
											Gross				Gross
			Carrying				Amortized				Unrealized				Unrealized
			Value				Cost				Gains				Losses				Fair Value
			(In thousands)
Fixed maturity investments (available for sale):
	U.S. government and agencies		$	707,007			$	708,885			$	1,058			$	(2,936	)		$	707,007
	States and political subdivisions			991,696				982,794				11,975				(3,073	)			991,696
	Corporate debt securities			388,429				392,518				320				(4,409	)			388,429
	Foreign government bonds			4,189				4,178				11				—				4,189
	Mortgage-backed securities			83,496				83,311				354				(169	)			83,496
			$	2,174,817			$	2,171,686			$	13,718			$	(10,587	)		$	2,174,817

			December 31, 2003
											Gross				Gross
			Carrying				Amortized				Unrealized				Unrealized
			Value				Cost				Gains				Losses				Fair Value
			(In thousands)
Fixed maturity investments (available for sale):
	U.S. government and agencies		$	495,665			$	488,694			$	7,082			$	(111	)		$	495,665
	States and political subdivisions			787,385				767,459				20,091				(165	)			787,385
	Corporate debt securities			269,555				268,596				2,091				(1,132	)			269,555
	Foreign government bonds			3,535				3,522				13				—				3,535
	Mortgage-backed securities			59,564				58,294				1,271				(1	)			59,564
			$	1,615,704			$	1,586,565			$	30,548			$	(1,409	)		$	1,615,704

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		December 31, 2004
		Amortized
Maturity		Cost				% of Total				Fair Value				% of Total
		(In thousands)
One year or less		$	342,855				15.8	%		$	343,171				15.8	%
After one year through five years			1,083,385				49.9				1,084,365				49.9
After five years through ten years			405,776				18.7				407,356				18.7
After ten years			256,359				11.8				256,429				11.8
Mortgage-backed securities			83,311				3.8				83,496				3.8
		$	2,171,686				100.0	%		$	2,174,817				100.0	%
Subject to call		$	261,289				12.0	%		$	263,741				12.1	%

		December 31,
		2004								2003
						Fair								Fair
		Cost				Value				Cost				Value
		(In thousands)
Banks, trust and insurance companies		$	1			$	5			$	1			$	5
Industrial, miscellaneous and all other			108,573				115,065				54,400				65,402
		$	108,574			$	115,070			$	54,401			$	65,407

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		Year Ended December 31,
		2004				2003				2002
		(In thousands)
Cash and cash equivalents		$	1,909			$	1,513			$	1,332
Fixed maturity securities			55,817				45,973				55,502
Equity securities			(44	)			1,749				1,635
Short-term investments			5,435				5,594				10,624
Notes receivable			1,768				1,879				3,212
		$	64,885			$	56,708			$	72,305

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		Less than 12 Months								12 Months or Longer								Total
						Unrealized								Unrealized								Unrealized
2004		Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
U.S. government and agencies		$	576,655			$	(2,725	)		$	40,517			$	(211	)		$	617,172			$	(2,936	)
States and political subdivisions			286,222				(2,609	)			39,019				(462	)			325,241				(3,071	)
Mortgage-backed securities			22,309				(170	)			—				—				22,309				(170	)
Corporate debt securities			242,147				(2,615	)			114,808				(1,794	)			356,955				(4,409	)
Equity securities			64,739				(1,998	)			33,554				(1,332	)			98,293				(3,330	)
Total temporary impaired securities		$	1,192,072			$	(10,117	)		$	227,898			$	(3,799	)		$	1,419,970			$	(13,916	)

		Less than 12 Months								12 Months or Longer								Total
						Unrealized								Unrealized								Unrealized
2003		Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
U.S. government and agencies		$	81,137			$	(111	)		$	—			$	—			$	81,137			$	(111	)
States and political subdivisions			40,258				(165	)			—				—				40,258				(165	)
Mortgage-backed securities			2,782				(1	)			—				—				2,782				(1	)
Corporate debt securities			121,096				(1,121	)			2,712				(11	)			123,808				(1,132	)
Equity securities			33,196				(273	)			—				(73	)			33,196				(346	)
Total temporary impaired securities		$	278,469			$	(1,671	)		$	2,712			$	(84	)		$	281,181			$	(1,755	)

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D.	Property and Equipment

		December 31,
		2004				2003
		(In thousands)
Land		$	3,968			$	4,904
Buildings			22,726				26,399
Leasehold improvements			71,475				66,042
Furniture, fixtures and equipment			348,229				301,152
			446,398				398,497
Accumulated depreciation and amortization			(281,482	)			(237,129	)
		$	164,916			$	161,368

E.	Goodwill

Balance, December 31, 2002		$	811,611
Goodwill acquired during the year			108,667
Balance, December 31, 2003			920,278
Goodwill acquired during the year			39,322
Balance, December 31, 2004		$	959,600

F.	Accounts Payable and Accrued Liabilities

		December 31,
		2004				2003
		(Dollars in thousands)
Salaries and incentives		$	186,057			$	164,620
Accrued benefits			218,121				165,127
Trade accounts payable			33,958				80,968
Accrued recording fees and transfer taxes			48,827				54,045
Accrued premium taxes			24,343				34,008
Other accrued liabilities			92,399				92,767
		$	603,705			$	591,535

G.	Notes Payable

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H.	Income Taxes

		Year Ended December 31,
		2004				2003				2002
		(In thousands)
Current		$	298,737			$	311,435			$	266,996
Deferred			24,861				96,301				9,974
		$	323,598			$	407,736			$	276,970

		2004				2003				2002
Statement of earnings		$	323,598			$	407,736			$	276,970
Other comprehensive income:
Minimum pension liability adjustment			(6,909	)			(6,401	)			(10,170	)
Unrealized gains on investment securities, net			(10,786	)			(7,939	)			15,121
Total income tax expense (benefit) allocated to other comprehensive income			(17,695	)			(14,340	)			4,951
Total income taxes		$	305,903			$	393,396			$	281,921

		Year Ended
		December 31,
		2004				2003				2002
Federal statutory rate			35.0	%			35.0	%			35.0	%
Federal benefit of state taxes			(0.8	)			(0.9	)			(0.9	)
Tax exempt interest income			(1.0	)			(0.6	)			(0.9	)
State income taxes			2.3				2.5				2.6
Non-deductible expenses			0.6				0.5				0.1
Other			0.5				0.8				0.1
			36.6	%			37.3	%			36.0	%

				December 31,
				2004				2003
				(In thousands)
Deferred Tax Assets:
	Employee benefit accruals			$	68,278			$	43,011
	Pension				24,318				25,294
	Accrued liabilities				8,474				10,480
	State income taxes				10,793				12,915
	Other				8,777				12,031
	Lease accounting				—				3,223
	Insurance reserve basis differences				—				22,051
		Total deferred tax assets			120,640				129,005

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				December 31,
				2004				2003
				(In thousands)
Deferred Tax Liabilities:
	Amortization of goodwill and intangible assets				(27,040	)			(62,697	)
	Title plant				(58,141	)			(54,641	)
	Other				(18,973	)			(32,698	)
	Depreciation				(22,083	)			(20,143	)
	Insurance reserve basis differences				(26,589	)			—
	Investment securities				(8,395	)			(10,665	)
	Bad debts				(10,667	)			(9,036	)
		Total deferred tax liabilities			(171,888	)			(189,880	)
		Net deferred tax liability		$	(51,248	)		$	(60,875	)

I.	Summary of Reserve for Claim Losses

					Year Ended December 31,
					2004				2003				2002
					(In thousands)
Beginning balance					$	932,439			$	887,973			$	881,053
	Reserves assumed(1)					38,597				4,203				—
	Claim loss provision related to:
		Current year				275,982				237,919				207,290
		Prior years				(16,580	)			10,915				(31,327	)
			Total claim loss provision			259,402				248,834				175,963
	Claims paid, net of recoupments related to:
		Current year				(19,095	)			(11,591	)			(10,058	)
		Prior years				(230,597	)			(196,980	)			(158,985	)
			Total claims paid, net of recoupments			(249,692	)			(208,571	)			(169,043	)
Ending balance					$	980,746			$	932,439			$	887,973
Provision for claim losses as a percentage of title premiums						5.5	%			5.3	%			5.0	%

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(1)	The Company assumed APTIC’s outstanding reserve for claim losses in connection with its acquisition in 2004. The Company assumed ANFI’s outstanding reserve for claim losses in connection with its acquisition in 2003.

J.	Commitments and Contingencies

	•	These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities, including but not limited to the underlying facts of each matter, novel legal issues, variations between jurisdictions in which matters are being litigated, differences in applicable laws and judicial interpretations, the length of time before many of these matters might be resolved by settlement or through litigation and, in some cases, the timing of their resolutions relative to other similar cases brought against other companies, the fact that many of these matters are putative class actions in which a class has not been certified and in which the purported class may not be clearly defined, the fact that many of these matters involve multi-state class actions in which the applicable law for the claims at issue is in dispute and therefore unclear, and the current challenging legal environment faced by large corporations and insurance companies.
	•	In these matters, plaintiffs seek a variety of remedies including equitable relief in the form of injunctive and other remedies and monetary relief in the form of compensatory damages. In most cases, the monetary damages sought include punitive or treble damages. Often more specific information beyond the type of relief sought is not available because plaintiffs have not requested more specific relief in their court pleadings. In general, the dollar amount of damages sought is not specified. In those cases where plaintiffs have made a specific statement with regard to monetary damages, they often specify damages just below a jurisdictional limit regardless of the facts of the case. This represents the maximum they can seek without risking removal from state court to federal court. In our experience, monetary demands in plaintiffs’ court pleadings bear little relation to the ultimate loss, if any, we may experience.
	•	For the reasons specified above, it is not possible to make meaningful estimates of the amount or range of loss that could result from these matters at this time. The Company reviews these matters on an on-going basis and follow the provisions of SFAS No. 5, “Accounting for Contingencies”

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		when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, the Company bases its decision on its assessment of the ultimate outcome following all appeals.
	•	In the opinion of the Company’s management, while some of these matters may be material to the Company’s operating results for any particular period if an unfavorable outcome results, none will have a material adverse effect on its overall financial condition.

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2005			$	109,380
2006				94,805
2007				75,338
2008				51,216
2009				28,933
Thereafter				19,699
	Total future minimum operating lease payments		$	379,371

K.	Regulation

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L.	Employee Benefit Plans

	Stock Purchase Plan

	401(k) Profit Savings Plan

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	Stock Option Plans

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				2004				2003				2002
				(In thousands)
Change in Benefit Obligation:
	Net benefit obligation at beginning of year			$	131,984			$	111,132			$	103,268
	Service cost				—				—				—
	Interest cost				8,650				8,104				7,582
	Actuarial loss				20,918				20,676				16,085
	Gross benefits paid				(11,297	)			(7,928	)			(15,803	)
		Net benefit obligation at end of year		$	150,255			$	131,984			$	111,132
Change in Pension Plan Assets:
	Fair value of plan assets at beginning of year			$	77,700			$	66,232			$	76,019
	Actual return on plan assets				2,811				7,196				(7,595	)
	Employer contributions				18,000				12,200				13,611
	Gross benefits paid				(11,297	)			(7,928	)			(15,803	)
		Fair value of plan assets at end of year		$	87,214			$	77,700			$	66,232
	Funded status at end of year			$	(63,041	)		$	(54,284	)		$	(44,900	)
	Unrecognized net actuarial loss				80,261				61,588				45,173
		Net amount recognized at end of year		$	17,220			$	7,304			$	273

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				2004				2003				2002
				(In thousands)
Service cost				$	—			$	—			$	—
Interest cost					8,650				8,104				7,582
Expected return on assets					(7,570	)			(7,128	)			(7,639	)
Amortization of actuarial loss					7,004				4,193				634
	Total net periodic (income) expense			$	8,084			$	5,169			$	577
One time charges:
		Settlement charge			—				—				4,604
	Total net expense			$	8,084			$	5,169			$	5,181

	Pension Assumptions

		2004				2003
Discount rate			5.75	%			6.25	%
Rate of compensation increase			N/A	(a)			N/A	(a)

		2004				2003				2002
Discount rate			6.25	%			6.75	%			7.25	%
Expected return on plan assets			8.5	%			8.5	%			9.0	%
Rate of compensation increase			N/A	(a)			N/A	(a)			N/A	(a)

(a)	Rate of compensation increase is not applicable due to the pension being frozen at December 31, 2000.

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			Target				Percentage of
			Allocation				Plan Assets
Asset Category			2005				2004				2003
Equity securities				50–55	%			—				58.7	%
Debt securities				15–25				—				18.8
Insurance annuities				10–20				—				13.9
Other (Cash)				5–25	%			100.0	%(a)			8.6
	Total							100.0	%			100.0	%

(a)	Investments were all cash at December 31, 2004 as the Company was in the process of transferring the assets from one investment manager to another.

	Pension Plan Cash Flows

	Plan Contributions

	Plan Benefit Payments

Actual Benefit Payments
2003		$	7,928
2004			11,927
Expected Future Payments
2005		$	10,164
2006			9,959
2007			10,094
2008			10,232
2009			10,179
2010–2014			51,614

	Postretirement Plans

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				2004				2003				2002
				(In thousands)
Change in Benefit Obligation:
	Net benefit obligation at beginning of year			$	22,684			$	22,757			$	22,405
	Service cost				205				221				247
	Interest cost				1,281				1,405				1,546
	Plan participants’ contributions				1,513				1,646				1,643
	Plan amendments				—				—				—
	Actuarial (gain) loss				(348	)			537				360
	Gross benefits paid				(3,895	)			(3,882	)			(3,444	)
		Net benefit obligation at end of year		$	21,440			$	22,684			$	22,757
Change in Plan Assets:
	Fair value of plan assets at beginning of year			$	—			$	—			$	—
	Employer contributions				2,382				2,236				1,801
	Plan participants’ contributions				1,513				1,646				1,643
	Gross benefits paid				(3,895	)			(3,882	)			(3,444	)
		Fair value of plan assets at end of year		$	—			$	—			$	—
	Funded status at end of year			$	(21,440	)		$	(22,684	)		$	(22,757	)
	Unrecognized net actuarial loss				4,533				5,212				4,950
	Unrecognized prior service cost				(1,610	)			(4,315	)			(7,019	)
	Net accrued cost of accumulated postretirement benefit obligation included in accounts payable and accrued liabilities			$	(18,517	)		$	(21,787	)		$	(24,826	)

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				2004				2003				2002
				(In thousands)
Service cost				$	205			$	221			$	247
Interest cost					1,281				1,405				1,546
Amortization of prior service cost					(2,704	)			(2,704	)			(2,704	)
Amortization of actuarial loss					330				274				330
		Total net periodic (income) expense		$	(888	)		$	(804	)		$	(581	)
One time charges:
Curtailment charge (credit)					—				—				—
	Total net benefit (income) expense			$	(888	)		$	(804	)		$	(581	)

	Postretirement Benefit Assumptions

		2004				2003
Discount rate			5.75	%			6.25	%
Health care cost trend rate assumed for next year			9	%			10	%
Rate that the cost trend rate gradually declines to			5	%			5	%
Year that the rate reaches the rate it is assumed to remain at			2009				2009

		2004				2003				2002
Discount rate			6.25	%			6.75	%			7.25	%
Health care cost trend rate assumed for next year			10	%			11	%			12	%
Rate that the cost trend rate gradually declines to			5	%			5	%			5	%
Year that the rate reaches the rate it is assumed to remain at			2009				2009				2009

		One-Percentage-Point				One-Percentage-Point
		Increase				Decrease
		(In thousands)
Effect on total of service and interest cost		$	87			$	(79	)
Effect on postretirement benefit obligation		$	1,156			$	(1,047	)

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	Postretirement Cash Flows

Benefit Payments
2003		$	2,236
2004			1,513
Expected Future Payments
2005		$	2,145
2006			2,328
2007			2,481
2008			2,579
2009			2,598
2010-2014			11,446

M.	Supplementary Cash Flow Information

			Year Ended December 31,
			2004				2003				2002
			(In thousands)
Cash paid during the year:
	Interest		$	3,934			$	4,725			$	12,822
Acquisitions:
	Fair value of assets acquired		$	162,245			$	217,132			$	129,841
	Less: Liabilities assumed			46,533				48,543				29
	Total purchase price			115,712				168,589				129,812
	Less: Cash purchase price, net of cash acquired			115,712				8,352				(10,633	)
	Non-cash purchase price		$	—			$	160,237			$	140,445
	Other non-cash contributions of capital primarily stock option allocation		$	4,276			$	3,491			$	1,061
	Total non-cash contribution of capital		$	4,276			$	163,728			$	141,506

N.	Financial Instruments with Off-Balance Sheet Risk and Concentration of Risk

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O.	Recent Accounting Pronouncements

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				As of June 30,				As of December 31,
				2005				2004
				(In thousands)
ASSETS
Investments:
	Fixed maturities available for sale, at fair value, at June 30, 2005 includes $296,814 and $141,090 of pledged fixed maturities relating to secured trust deposits and securities lending program, respectively and December 31, 2004 includes $265,639 of pledged fixed maturity securities related to secured trust deposits			$	2,525,060			$	2,174,817
	Equity securities, at fair value at June 30, 2005 includes $1,699 of pledged equities related to securities lending program				142,883				115,070
	Other long-term investments				20,884				21,219
	Short-term investments, at June 30, 2005 and December 31, 2004 includes $393,286 and $280,351, respectively, of pledged short-term investments related to secured trust deposits				735,983				508,383
		Total investments			3,424,810				2,819,489
Cash and cash equivalents, at June 30, 2005 and December 31, 2004 includes $370,771 and $195,200, respectively, of pledged cash related to secured trust deposits					614,555				268,414
Trade receivables, net of allowance of $11,252 at June 30, 2005 and $11,792 at December 31, 2004					185,751				145,447
Notes receivable, net of allowance of $1,990 at June 30, 2005 and $1,740 at December 31, 2004. Balances include notes from related parties of $22,800 at June 30, 2005 and December 31, 2004					37,818				39,196
Goodwill					962,587				959,600
Prepaid expenses and other assets					310,221				311,730
Title plants					303,332				301,610
Property and equipment, net					134,304				164,916
Due from FNF					—				63,689
				$	5,973,378			$	5,074,091
LIABILITIES AND EQUITY
Liabilities:
	Accounts payable and accrued liabilities			$	782,859			$	603,705
	Notes payable				7,802				22,390
	Reserve for claim losses				984,290				980,746
	Secured trust deposits				1,057,166				735,295
	Deferred tax liabilities				83,109				51,248
	Due to FNF				8,894				—
					2,924,120				2,393,384
	Minority interests				4,643				3,951
Equity:
	Investment by FNF				3,096,617				2,719,056
	Accumulated other comprehensive loss				(52,002	)			(42,300	)
					3,044,615				2,676,756
				$	5,973,378			$	5,074,091

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					Six Months Ended
					June 30,
					2005				2004
					(In thousands, except per share
					amounts)
Revenue:
	Direct title insurance premiums				$	1,017,396			$	987,019
	Agency title insurance premiums, includes $42.8 million and $74.5 million of premiums from related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					1,304,200				1,348,430
		Total title premiums				2,321,596				2,335,449
	Escrow and other title related fees, includes $5.0 million and $2.9 million of revenue from related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					543,465				514,019
		Total title and escrow				2,865,061				2,849,468
	Interest and investment income, includes $0.4 million and $0.2 million of interest revenue from related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					45,430				28,163
	Realized gains and losses, net					21,922				17,044
	Other income					20,020				21,573
					$	2,952,433			$	2,916,248
Expenses:
	Personnel costs, excludes $12.2 million and $15.5 million of personnel costs allocated to related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					904,603				838,063
	Other operating expenses, includes $44.3 million and $34.0 million of other operating expenses from related parties net of amounts allocated to related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					451,093				422,113
	Agent commissions, includes agent commissions of $37.7 million and $65.6 million paid to related parties for the six months ended June 30, 2005 and 2004, respectively (see Note A)					1,005,121				1,046,601
	Depreciation and amortization					49,389				44,193
	Provision for claim losses					150,677				125,010
	Interest expense					724				2,256
						2,561,607				2,478,236
	Earnings before income taxes and minority interest					390,826				438,012
	Income tax expense					146,637				160,312
	Earnings before minority interest					244,189				277,700
	Minority interest					1,292				455
			Net earnings		$	242,897			$	277,245
	Unaudited proforma net earnings per share — basic and diluted				$	1.40				—
	Unaudited proforma weighted average shares outstanding — basic and diluted					172,951				—

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							Accumulated
							Other
			Investment				Comprehensive								Comprehensive
			by FNF				Loss				Total Equity				Earnings
			(In thousands)
Balance, December 31, 2004			$	2,719,056			$	(42,300	)		$	2,676,756			$	—
	Other comprehensive earnings — unrealized loss on investments — net of tax			—				(9,702	)			(9,702	)			(9,702	)
	Net contribution of capital			134,664				—				134,664				—
	Net earnings			242,897				—				242,897				242,897
Balance, June 30, 2005			$	3,096,617			$	(52,002	)		$	3,044,615			$	233,195

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				Six Months Ended
				June 30,
				2005				2004
				(In thousands)
Cash Flows From Operating Activities:
	Net earnings			$	242,897			$	277,245
	Adjustment to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization			49,389				44,193
		Net increase (decrease) in reserve for claim losses			3,544				16,863
		Gain on sales of investments and other assets			(21,922	)			(17,044	)
	Changes in assets and liabilities, net of effects from acquisitions:
		Net increase (decrease) in secured trust deposits			2,190				(1,121	)
		Net increase in trade receivables			(40,304	)			(9,838	)
		Net (increase) decrease in prepaid expenses and other assets			12,847				(20,237	)
		Net increase (decrease) in accounts payable, accrued liabilities and minority interests			33,533				(91,577	)
		Net increase in income taxes			109,001				178,073
		Net cash provided by operating activities			391,175				376,557
Cash Flows From Investing Activities:
	Proceeds from sales of investment securities available for sale				1,339,841				983,368
	Proceeds from maturities of investment securities available for sale				150,102				89,701
	Proceeds from sales of real estate, property and equipment				30,519				4,189
	Cash received as collateral on loaned securities, net				2,951				—
	Collections of notes receivable				8,609				2,762
	Additions to title plants				(2,071	)			(6,052	)
	Additions to property and equipment				(31,207	)			(30,557	)
	Additions to capitalized software				(2,986	)			(3,001	)
	Additions to notes receivable				(7,731	)			(4,314	)
	Purchases of investment securities available for sale				(1,598,705	)			(1,388,303	)
	Net proceeds of short-term investment activities				(224,185	)			227,937
	Acquisition of businesses, net of cash acquired				(5,018	)			(110,822	)
		Net cash used in investing activities			(339,881	)			(235,092	)
Cash Flows From Financing Activities:
	Debt service payments				(14,588	)			(17,655	)
	Dividends paid				(11,240	)			(159,600	)
	Net contribution from (distribution to) FNF				145,104				(28,119	)
		Net cash provided by (used in) financing activities			119,276				(205,374	)
	Net (decrease) increase in cash and cash equivalents, excluding pledged cash related to secured trust deposits				170,570				(63,909	)
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at beginning of year				73,214				164,715
	Cash and cash equivalents, excluding pledged cash related to secured trust deposits, at end of year			$	243,784			$	100,806

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A.	Basis of Financial Statements

	Description of Business

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	Principles of Consolidation and Basis of Presentation

	Unaudited Proforma Net Earnings Per Share

	Transactions with Related Parties

		2005				2004
		(In millions)
Agency title premiums earned		$	42.8			$	74.5
Rental income earned			5.0				2.9
Interest revenue			0.4				0.2
Total revenue		$	48.2			$	77.6

Agency title commissions		$	37.7			$	65.6
Data processing costs			24.7				29.1
Corporate services allocated			(36.1	)			(37.1	)
Title insurance information expense			11.2				15.3
Other real-estate related information		$	8.5			$	4.6
Software expense			3.6				3.0
Rental expense			1.7				1.1
Total expenses		$	51.3			$	81.6
Total pretax impact of related party activity		$	(3.1	)		$	(4.0	)

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F-41

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		June 30, 2005				December 31, 2004
		(In millions)
Notes receivable from FNF		$	22.8			$	22.8
(Due to) Due from FNF		$	(8.9	)		$	57.4

B.	Acquisitions

	Service Link LLC

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	American Pioneer Title Insurance Company

C.	Investments

			Less than 12 Months								12 Months or Longer								Total
							Unrealized								Unrealized								Unrealized
			Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
U.S. government and agencies			$	438,772			$	(2,934	)		$	385,567			$	(2,217	)		$	824,339			$	(5,151	)
States and political subdivisions				179,361				(928	)			219,577				(2,938	)			398,938				(3,866	)
Corporate securities				127,368				(1,306	)			263,184				(4,403	)			390,552				(5,709	)
Equity securities				60,305				(4,949	)			54,791				(6,345	)			115,096				(11,294	)
	Total temporarily impaired securities		$	805,806			$	(10,117	)		$	923,119			$	(15,903	)		$	1,728,925			$	(26,020	)

D.	Stock-Based Compensation Plans

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		Six Months Ended
		June 30,
		2005				2004
		(In thousands, except per
		share amounts)
Net earnings, as reported		$	245,545			$	276,192
Add: Stock-based compensation expense included in reported net earnings, net of related tax effects			3,329				1,330
Deduct: Total stock-based compensation expense determined under fair value based methods for all awards, net of related tax effects			(3,895	)			(2,338	)
Pro forma net earnings		$	244,979			$	275,184

E.	Pension and Postretirement Benefits

			For the Six Months Ended June 30,
			2005				2004				2005				2004
			Pension Benefits								Postretirement Benefits
			(In thousands, except per share amounts)
Service cost			$	—			$	—			$	76			$	103
Interest cost				4,174				4,325				592				662
Expected return on assets				(3,918	)			(3,565	)			—				—
Amortization of prior service cost				—				—				(768	)			(1,352	)
Amortization of actuarial loss				4,414				3,502				274				229
	Total net periodic (income) expense		$	5,760			$	4,262			$	174			$	(358	)

F.	Legal Proceedings

	•	These matters raise difficult and complicated factual and legal issues and are subject to many uncertainties and complexities, including but not limited to the underlying facts of each matter, novel legal issues, variations between jurisdictions in which matters are being litigated, differences in applicable laws and judicial interpretations, the length of time before many of these matters

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		might be resolved by settlement or through litigation and, in some cases, the timing of their resolutions relative to other similar cases brought against other companies, the fact that many of these matters are putative class actions in which a class has not been certified and in which the purported class may not be clearly defined, the fact that many of these matters involve multi-state class actions in which the applicable law for the claims at issue is in dispute and therefore unclear, and the current challenging legal environment faced by large corporations and insurance companies.
	•	In these matters, plaintiffs seek a variety of remedies including equitable relief in the form of injunctive and other remedies and monetary relief in the form of compensatory damages. In most cases, the monetary damages sought include punitive or treble damages. Often more specific information beyond the type of relief sought is not available because plaintiffs have not requested more specific relief in their court pleadings. In general, the dollar amount of damages sought is not specified. In those cases where plaintiffs have made a specific statement with regard to monetary damages, they often specify damages just below a jurisdictional limit regardless of the facts of the case. This represents the maximum they can seek without risking removal from state court to federal court. In our experience, monetary demands in plaintiffs’ court pleadings bear little relation to the ultimate loss, if any, we may experience.
	•	For the reasons specified above, it is not possible to make meaningful estimates of the amount or range of loss that could result from these matters at this time. The Company reviews these matters on an on-going basis and follows the provisions of SFAS No. 5, “Accounting for Contingencies” when making accrual and disclosure decisions. When assessing reasonably possible and probable outcomes, the Company bases its decision on its assessment of the ultimate outcome following all appeals.
	•	In the opinion of the Company’s management, while some of these matters may be material to the Company’s operating results for any particular period if an unfavorable outcome results, none will have a material adverse effect on its overall financial condition.

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F-46

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Item 13.	Other Expenses of Issuance and Distribution

Securities and Exchange Commission Registration Fee			$	55,898
New York Stock Exchange Listing Fee			$	*
Printing and Engraving			$	*
Legal Fees and Expenses			$	*
Accounting Fees and Expenses			$	*
Miscellaneous			$	*
	Total		$	*

*	To be completed by amendment

Item 14.	Indemnification of Directors and Officers

Item 15.	Recent Sales of Unregistered Securities

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Item 16.	Exhibits and Financial Statement Schedules

Exhibit
Number				Description
	3	.1		Form of Amended and Restated Certificate of Incorporation.***
	3	.2		Form of Amended and Restated Bylaws.***
	4	.1		Form of Specimen Certificate of Common Stock.***
	5	.1		Form of Opinion of LeBoeuf, Lamb, Greene & MacRae LLP relating to the Common Stock.*
	10	.1		Form of Separation Agreement, dated           , 2005 between FNF and the Registrant.**
	10	.2		Form of Corporate Services Agreement, dated           , 2005 between FNF and the Registrant.**
	10	.3		Form of Reverse Corporate Services Agreement, dated           , 2005 between FNF and the Registrant.**
	10	.4		Form of Tax Matters Agreement, dated           , 2005 between FNF and the Registrant.**
	10	.5		Form of Employee Matters Agreement, dated           , 2005 between FNF and the Registrant.**
	10	.6		Form of Registration Rights Agreement, dated           , 2005 between FNF and the Registrant.**
	10	.7		Form of Intellectual Property Cross License Agreement, dated           , 2005 between FNF and the Registrant.**
	10	.8		Form of Sublease Agreement dated           , 2005 between FNF and the Registrant.**
	10	.9		Form of Assignment, Assumption and Novation Agreement dated           , 2005 between FNF and the Registrant.**
	10	.10		Form of Corporate Services Agreement, dated           , 2005 between FIS and the Registrant.**
	10	.11		Form of Reverse Corporate Services Agreement, dated           , 2005 between FIS and the Registrant.**
	10	.12		Form of Starters Repository Access Agreement, dated           , 2005 between FIS and the Registrant.**
	10	.13		Form of Back Plant Repository Access Agreement, dated           , 2005 between FIS and the Registrant.**
	10	.14		Form of License and Services Agreement dated           , 2005 between FIS and the Registrant.**
	10	.15		Form of Lease Agreement, dated           , 2005 between FIS and the Registrant.**
	10	.16		Form of Master Information Technology Services Agreement, dated           , 2005 between FIS and the Registrant.**
	10	.17		Form of SoftPro Software License Agreement dated           , 2005 between Fidelity National Information Solutions, Inc. and the Registrant.**
	10	.18		Form of 7.30% Promissory Note due August 15, 2011 payable to FNF.**
	10	.19		Form of 5.25% Promissory Note due March 15, 2013 payable to FNF.**
	10	.20		Tax Sharing Agreement dated June 17, 1998 among Chicago Title Corporation, Chicago Title and Trust Company, Chicago Title Insurance Company, Ticor Title Insurance Company and Security Union Title Insurance Company.**
	10	.21		Tax Sharing Agreement dated May 13, 2004 among Chicago Title and Trust Company, Chicago Title Insurance Company of Oregon and FNF.**
	10	.22		Tax Sharing Agreement dated August 20, 2004 among Chicago Title and Trust Company, Ticor Title Insurance Company of Florida and FNF.**
	10	.23		Tax Sharing Agreement dated January 31, 2005 among Alamo Title Holding Company, Alamo Title Insurance Company and FNF.**
	10	.24		Tax Allocation Agreement dated December 13, 1999 among Fidelity National Title Insurance Company (as successor in interest by merger with Fidelity National Title Insurance Company of New York), Nations Title Insurance Company of New York, Inc., and FNF.**

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Exhibit
Number				Description
	10	.25		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Company.**
	10	.26		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.**
	10	.27		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and Lender’s Service Title Agency, Inc.**
	10	.28		Issuing Agency Contract dated as of August 9, 2004 between Chicago Title Insurance Company and LSI Alabama, LLC.**
	10	.29		Issuing Agency Contract dated as of February 8, 2005 between Chicago Title Insurance Company and LSI Title Company of Oregon, LLC.**
	10	.30		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Company.**
	10	.31		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Agency, Inc.**
	10	.32		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and Lender’s Service Title Agency, Inc.**
	10	.33		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Alabama, LLC.**
	10	.34		Issuing Agency Contract dated as of February 24, 2005 between Fidelity National Title Insurance Company and LSI Title Company of Oregon, LLC.**
	10	.35		Transitional Cost Sharing Agreement dated as of April 14, 2005 by and among Chicago Title Insurance Company, FIS Management Services, LLC, Lender’s Service Title Agency, Inc., LSI Alabama, LLC, LSI Maryland, Inc., LSI Title Agency, Inc., LSI Title Company, and LSI Title Company of Oregon, LLC.**
	10	.36		Agreement for Sale of Title Plants dated January 4, 2005 between Ticor Title Company of Oregon and LSI Title Company of Oregon, LLC.**
	10	.37		Agreement For Sale of Plant Index and For Use of Computerized Title Plant Services dated as of December 20, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.**
	10	.38		Title Plant Maintenance Agreement dated as of March 4, 2005 among Property Insight, LLC, Security Union Title Insurance Company, Chicago Title Insurance Company and Ticor Title Insurance Company.**
	10	.39		Title Plant Access Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.**
	10	.40		Title Plant Management Agreement dated as of May 17, 2005 between Property Insight, LLC and Ticor Title Insurance Company of Florida.**
	10	.41		Master Loan Agreement, dated December 28, 2000 among Chicago Title Insurance Company, Fidelity National Title Insurance Company, Ticor Title Insurance Company, Alamo Title Insurance Company, Security Union Title Insurance Company and FNF.**
	10	.42		Master Loan Agreement dated February 10, 1999 among Chicago Title and Trust Company, Chicago Title Insurance Company, Security Union Title Insurance Company and Ticor Title Insurance Company.**
	10	.43		OTS and OTS Gold Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.**
	10	.44		SIMON Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.**
	10	.45		TEAM Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.**
	10	.46		Cross Conveyance and Joint Ownership Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.**

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Exhibit
Number				Description
	10	.47		eLenderSolutions Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.**
	10	.48		Titlepoint Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.**
	10	.49		Form of Fidelity National Title Group, Inc. 2005 Omnibus Incentive Plan.**
	10	.50		Form of Fidelity National Title Group, Inc. Employee Stock Purchase Plan.**
	21	.1		Subsidiaries of the Registrant.***
	23	.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm.**
	23	.2		Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in Exhibit 5.1).*
	24	.1		Power of Attorney (included on signature page of registration statement).
	99	.1		Consent of Willie M. Davis to be named as Nominee for Director.***
	99	.2		Consent of John F. Farrell, Jr. to be named as Nominee for Director.***
	99	.3		Consent of Philip G. Heasley to be named as Nominee for Director.***
	99	.4		Consent of William A. Imparato to be named as Nominee for Director.***
	99	.5		Consent of Donald M. Koll to be named as Nominee for Director.***
	99	.6		Consent of General William Lyon to be named as Nominee for Director.***
	99	.7		Consent of Frank P. Willey to be named as Nominee for Director.***

*	To be filed by amendment
**	Filed herewith
***	Previously filed

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II-5

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		Balance at				Charge to												Balance at
		Beginning				Costs and				Other				Deduction				End of
Description		of Period				Expenses				(Described)				(Described)				Period
Year ended December 31, 2004
Provision for claim losses			932,439				259,402				38,597	(3)			249,692	(1)			980,746
Allowance on trade receivables		$	12,833			$	228			$	—			$	1,269	(2)		$	11,792
Allowance on notes receivable			1,555				185				—				—				1,740
Year ended December 31, 2003
Provision for claim losses			887,973				248,834				4,203	(4)			208,571	(1)			932,439
Allowance on trade receivables			10,148				456				2,229	(2)			—				12,833
Allowance on notes receivable			1,001				554				—				—				1,555
Year ended December 31, 2002
Provision for claim losses		$	881,053			$	175,963				—			$	169,043	(1)		$	887,973
Allowance on trade receivables			9,707				1,317				—				876	(2)			10,148
Allowance on notes receivable			5,093				—				—				4,092	(2)			1,001

(1)	Represents payments of claim losses, net of recoupments
(2)	Represents uncollectible accounts written off, change in reserve due to reevaluation of specific items
(3)	Represents reserve for claim losses assumed in the acquisition of APTIC in 2004
(4)	Represents reserve for claim losses assumed in the acquisition of ANFI in 2003

Item 17.	Undertakings

	(a) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
	(b) (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective.
	(2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities distributed therein, and the distribution of such securities at that time shall be deemed to be the initial bona fide distribution thereof.

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	Fidelity National Title Group, Inc.

	By:	/s/ Anthony J. Park

	Name: Anthony J. Park
	Title: Chief Financial Officer

Signature				Title		Date
		*   William P. Foley, II		Chairman of the Board of Directors			September 2, 2005
		*   Raymond R. Quirk		Chief Executive Officer (Principal Executive Officer)			September 2, 2005
		/s/ Anthony J. Park   Anthony J. Park		Chief Financial Officer (Principal Financial and Accounting Officer)			September 2, 2005
By:		/s/ Anthony J. Park   Anthony J. Park Attorney-in-fact

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Exhibit
Number				Description
	3	.1		Form of Amended and Restated Certificate of Incorporation.***
	3	.2		Form of Amended and Restated Bylaws.***
	4	.1		Form of Specimen Certificate of Common Stock.***
	5	.1		Form of Opinion of LeBoeuf, Lamb, Greene & MacRae LLP relating to the Common Stock.*
	10	.1		Form of Separation Agreement, dated           , 2005 between FNF and the Registrant.**
	10	.2		Form of Corporate Services Agreement, dated           , 2005 between FNF and the Registrant.**
	10	.3		Form of Reverse Corporate Services Agreement, dated           , 2005 between FNF and the Registrant.**
	10	.4		Form of Tax Matters Agreement, dated           , 2005 between FNF and the Registrant.**
	10	.5		Form of Employee Matters Agreement, dated           , 2005 between FNF and the Registrant.**
	10	.6		Form of Registration Rights Agreement, dated           , 2005 between FNF and the Registrant.**
	10	.7		Form of Intellectual Property Cross License Agreement, dated           , 2005 between FNF and the Registrant.**
	10	.8		Form of Sublease Agreement dated           , 2005 between FNF and the Registrant.**
	10	.9		Form of Assignment, Assumption and Novation Agreement dated           , 2005 between FNF and the Registrant.**
	10	.10		Form of Corporate Services Agreement, dated           , 2005 between FIS and the Registrant.**
	10	.11		Form of Reverse Corporate Services Agreement, dated           , 2005 between FIS and the Registrant.**
	10	.12		Form of Starters Repository Access Agreement, dated           , 2005 between FIS and the Registrant.**
	10	.13		Form of Back Plant Repository Access Agreement, dated           , 2005 between FIS and the Registrant.**
	10	.14		Form of License and Services Agreement dated           , 2005 between FIS and the Registrant.**
	10	.15		Form of Lease Agreement, dated           , 2005 between FIS and the Registrant.**
	10	.16		Form of Master Information Technology Services Agreement, dated           , 2005 between FIS and the Registrant.**
	10	.17		Form of SoftPro Software License Agreement dated           , 2005 between Fidelity National Information Solutions, Inc. and the Registrant.**
	10	.18		Form of 7.30% Promissory Note due August 15, 2011 payable to FNF.**
	10	.19		Form of 5.25% Promissory Note due March 15, 2013 payable to FNF.**
	10	.20		Tax Sharing Agreement dated June 17, 1998 among Chicago Title Corporation, Chicago Title and Trust Company, Chicago Title Insurance Company, Ticor Title Insurance Company and Security Union Title Insurance Company.**
	10	.21		Tax Sharing Agreement dated May 13, 2004 among Chicago Title and Trust Company, Chicago Title Insurance Company of Oregon and FNF.**
	10	.22		Tax Sharing Agreement dated August 20, 2004 among Chicago Title and Trust Company, Ticor Title Insurance Company of Florida and FNF.**
	10	.23		Tax Sharing Agreement dated January 31, 2005 among Alamo Title Holding Company, Alamo Title Insurance Company and FNF.**
	10	.24		Tax Allocation Agreement dated December 13, 1999 among Fidelity National Title Insurance Company (as successor in interest by merger with Fidelity National Title Insurance Company of New York), Nations Title Insurance Company of New York, Inc., and FNF.**
	10	.25		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Company.**

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Exhibit
Number				Description
	10	.26		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.**
	10	.27		Issuing Agency Contract dated as of July 22, 2004 between Chicago Title Insurance Company and Lender’s Service Title Agency, Inc.**
	10	.28		Issuing Agency Contract dated as of August 9, 2004 between Chicago Title Insurance Company and LSI Alabama, LLC.**
	10	.29		Issuing Agency Contract dated as of February 8, 2005 between Chicago Title Insurance Company and LSI Title Company of Oregon, LLC.**
	10	.30		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Company.**
	10	.31		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Title Agency, Inc.**
	10	.32		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and Lender’s Service Title Agency, Inc.**
	10	.33		Issuing Agency Contract dated as of September 28, 2004 between Fidelity National Title Insurance Company and LSI Alabama, LLC.**
	10	.34		Issuing Agency Contract dated as of February 24, 2005 between Fidelity National Title Insurance Company and LSI Title Company of Oregon, LLC.**
	10	.35		Transitional Cost Sharing Agreement dated as of April 14, 2005 by and among Chicago Title Insurance Company, FIS Management Services, LLC, Lender’s Service Title Agency, Inc., LSI Alabama, LLC, LSI Maryland, Inc., LSI Title Agency, Inc., LSI Title Company, and LSI Title Company of Oregon, LLC.**
	10	.36		Agreement for Sale of Title Plants dated January 4, 2005 between Ticor Title Company of Oregon and LSI Title Company of Oregon, LLC.**
	10	.37		Agreement For Sale of Plant Index and For Use of Computerized Title Plant Services dated as of December 20, 2004 between Chicago Title Insurance Company and LSI Title Agency, Inc.**
	10	.38		Title Plant Maintenance Agreement dated as of March 4, 2005 among Property Insight, LLC, Security Union Title Insurance Company, Chicago Title Insurance Company and Ticor Title Insurance Company.**
	10	.39		Title Plant Access Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.**
	10	.40		Title Plant Management Agreement dated as of May 17, 2005 between Property Insight, LLC and Ticor Title Insurance Company of Florida.**
	10	.41		Master Loan Agreement, dated December 28, 2000 among Chicago Title Insurance Company, Fidelity National Title Insurance Company, Ticor Title Insurance Company, Alamo Title Insurance Company, Security Union Title Insurance Company and FNF.**
	10	.42		Master Loan Agreement dated February 10, 1999 among Chicago Title and Trust Company, Chicago Title Insurance Company, Security Union Title Insurance Company and Ticor Title Insurance Company.**
	10	.43		OTS and OTS Gold Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.**
	10	.44		SIMON Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.**
	10	.45		TEAM Software License Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Fidelity National Tax Service, Inc.**
	10	.46		Cross Conveyance and Joint Ownership Agreement dated March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.**
	10	.47		eLenderSolutions Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and LSI Title Company.**

---

Table of Contents

Exhibit
Number				Description
	10	.48		Titlepoint Software Development and Property Allocation Agreement dated as of March 4, 2005 between Rocky Mountain Support Services, Inc. and Property Insight, LLC.**
	10	.49		Form of Fidelity National Title Group, Inc. 2005 Omnibus Incentive Plan.**
	10	.50		Form of Fidelity National Title Group, Inc. Employee Stock Purchase Plan.**
	21	.1		Subsidiaries of the Registrant.***
	23	.1		Consent of KPMG LLP, Independent Registered Public Accounting Firm.**
	23	.2		Consent of LeBoeuf, Lamb, Greene & MacRae LLP (included in Exhibit 5.1).*
	24	.1		Power of Attorney (included on signature page of registration statement).
	99	.1		Consent of Willie M. Davis to be named as Nominee for Director.***
	99	.2		Consent of John F. Farrell, Jr. to be named as Nominee for Director.***
	99	.3		Consent of Philip G. Heasley to be named as Nominee for Director.***
	99	.4		Consent of William A. Imparato to be named as Nominee for Director.***
	99	.5		Consent of Donald M. Koll to be named as Nominee for Director.***
	99	.6		Consent of General William Lyon to be named as Nominee for Director.***
	99	.7		Consent of Frank P. Willey to be named as Nominee for Director.***

*	To be filed by amendment
**	Filed herewith
***	Previously filed

                                                                    EXHIBIT 10.1

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

                              SEPARATION AGREEMENT

                                 BY AND BETWEEN

                        FIDELITY NATIONAL FINANCIAL, INC.

                                       AND

                       FIDELITY NATIONAL TITLE GROUP, INC.

                      DATED AS OF ___________________, 2005

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



                                TABLE OF CONTENTS


                                                                                                         
ARTICLE 1. DEFINITIONS..................................................................................     1

      Section 1.1.  General.............................................................................     1
      Section 1.2.  Interpretation......................................................................     5

ARTICLE 2. CONTRIBUTION OF TRANSFERRED BUSINESSES.......................................................     6

      Section 2.1.  No Representations or Warranties....................................................     6

ARTICLE 3. EXCHANGE OFFER...............................................................................     6

      Section 3.1.  Exchange Offer......................................................................     6

ARTICLE 4. FINANCIAL INFORMATION........................................................................     7

      Section 4.1.  Financial and Other Information.....................................................     7

ARTICLE 5. CORPORATE GOVERNANCE.........................................................................    12

      Section 5.1.  Corporate Governance Covenants......................................................    12

      Section 5.2.  Stock Issuances.....................................................................    13

ARTICLE 6. ACCESS TO INFORMATION........................................................................    13

      Section 6.1.  Restrictions on Disclosure of Information...........................................    13
      Section 6.2.  Legally Required Disclosure of Information..........................................    14
      Section 6.3.  Access to Information...............................................................    14
      Section 6.4.  Record Retention....................................................................    15
      Section 6.5.  Production of Witnesses.............................................................    15
      Section 6.6.  Reimbursement.......................................................................    15
      Section 6.7.  Other Agreements Regarding Access to Information....................................    15

ARTICLE 7. ADDITIONAL COVENANTS.........................................................................    16

      Section 7.1.  Performance.........................................................................    16
      Section 7.2.  Insurance Matters...................................................................    16

ARTICLE 8. INDEMNIFICATION..............................................................................    16

      Section 8.1.      Indemnification by FNT Group....................................................    16
      Section 8.2.      Indemnification by FNF Group....................................................    17
      Section 8.3.      Claim Procedure.................................................................    18
      Section 8.4.      Contribution....................................................................    20
      Section 8.5.      Limitations.....................................................................    21

ARTICLE 9. MISCELLANEOUS................................................................................    22

      Section 9.1.      Governing Law...................................................................    22
      Section 9.2.      Jurisdiction....................................................................    22
      Section 9.3.      Dispute Resolution..............................................................    22
      Section 9.4.      Notices.........................................................................    24
      Section 9.5.      Binding Effect and Assignment...................................................    24
      Section 9.6.      Severability....................................................................    25
      Section 9.7.      Entire Agreement................................................................    25
      Section 9.8.      Counterparts....................................................................    25


                                      -i-



                                                                                                         
      Section 9.9.      Expenses........................................................................    25
      Section 9.10.     Amendment.......................................................................    25
      Section 9.11.     Waiver..........................................................................    25
      Section 9.12.     Authority.......................................................................    26
      Section 9.13.     Construction of Agreement.......................................................    26
      Section 9.14.     Termination.....................................................................    27
      Section 9.15.     Limitation on Damages...........................................................    27


                                      -ii-


      This Separation Agreement (this "Agreement") is entered into as of
______________, 2005, by and between Fidelity National Financial, Inc., a
Delaware corporation ("FNF"), and Fidelity National Title Group, Inc., a
Delaware corporation and a subsidiary of FNF ("FNT").

                                    RECITALS

      WHEREAS, the Board of Directors of FNF has determined that it is in the
best interests of FNF and its stockholders to contribute the stock of certain
FNF subsidiaries (the "Transferred Businesses") to FNT and distribute a minority
interest in the capital stock of FNT to the stockholders of FNF as a dividend
(the "Distribution"); and

      WHEREAS, in connection with the foregoing and to set forth certain aspects
of their ongoing relationship after the Distribution, the parties and their
respective subsidiaries are entering into a number of agreements, including this
Agreement.

      NOW, THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto hereby agree as follows:

                             ARTICLE 1. DEFINITIONS

Section 1.1. General.

      As used in this Agreement, the following terms shall have the following
meanings (such meanings to be equally applicable to both the singular and plural
forms of the terms defined):

      "Access" has the meaning set forth in Section 6.3.

      "Action" means any demand, action, lawsuit, countersuit, arbitration,
inquiry, proceeding or investigation by or before any Governmental Authority or
any arbitration or mediation tribunal.

      "Affiliate" means, with respect to any specified Person, a Person that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified Person; provided,
however, that, for purposes of this Agreement, no member of either Group shall
be deemed to be an Affiliate of any member of the other Group. As used herein,
"control" means the possession, directly or indirectly, of the power to direct
or cause the direction of the management and policies of such entity, whether
through ownership of voting securities or other interests, by contract or
otherwise.

      "Agreement" has the meaning given in the Preamble.

      "Ancillary Agreements" means each of the Corporate Services Agreements,
the Mirror Notes, the Tax Matters Agreement, the Employee Matters Agreement, the
Registration Rights Agreement, the Intellectual Property Cross License
Agreement, and each other agreement or instrument to be entered into in
connection with the Distribution, including any exhibits, schedules,
attachments, tables or other appendices thereto, and each other agreement and
other



instrument contemplated herein or in any of the foregoing, all as may be amended
from time to time.

      "Annual Financial Statements" has the meaning set forth in Section
4.1(a)(v).

      "Arbitrator" has the meaning set forth in Section 9.3(c).

      "Business Day" means any day, other than a Saturday or Sunday, or a day on
which banking institutions are authorized or required by law or regulation to
close in Jacksonville, Florida or New York, New York.

      "Claim Notice" has the meaning set forth in Section 8.3(a).

      "Claimed Amount" has the meaning set forth in Section 8.3(a).

      "Class A Common Stock" and "Class B Common Stock" shall mean, respectively
the Class A Common Stock and Class B Common Stock, par value $.0001 per share,
of FNT.

      "Code" has the meaning set forth in Section 5.2.

      "Contract" means any contract, agreement, lease, license, sales order,
purchase order, instrument or other commitment that is binding on any Person or
any part of its property under applicable law.

      "Controlling Party" has the meaning set forth in Section 8.3(d)(ii).

      "Coordinated Reporting Period" has the meaning set forth in Section
4.1(a).

      "Corporate Services Agreements" means the two Corporate Services
Agreements to be entered into between FNF and FNT, and the two Corporate
Services Agreements to be entered into between FIS and FNT, each as may be
amended from time to time.

      "Cut-off Date" has the meaning set forth in Section 4.1(a).

      "Damages" means all losses, claims, demands, damages, liabilities,
judgments, dues, penalties, assessments, fines (civil, criminal or
administrative), costs, obligations, liens, forfeitures, settlements, payments,
costs, fees or expenses (including reasonable attorneys' fees and expenses and
any other expenses reasonably incurred in connection with investigating,
prosecuting or defending a claim or Action), of any nature or kind, whether or
not the same would properly be reflected on a balance sheet.

      "Disclosing Party" has the meaning set forth in Section 6.2.

      "Dispute" has the meaning set forth in Section 9.3(a).

      "Distribution" has the meaning set forth in the Recitals.

      "Distribution Date" means the date as of which the Distribution is
effected.

                                      -2-


      "Employee Matters Agreement" means that certain Employee Matters Agreement
entered into by and between FNF and FNT, as may be amended from time to time.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended,
together with the rules and regulations promulgated thereunder.

      "Financial Statements" means the Annual Financial Statements and Quarterly
Financial Statements collectively.

      "FNF" has the meaning set forth in the preamble.

      "FNF Annual Statements" has the meaning set forth in Section 4.1(b)(ii).

      "FNF Business" means the businesses or operations of the FNF Group other
than the Transferred Businesses.

      "FNF Debt Securities" has the meaning set forth in Section 3.1.

      "FNF Group" means FNF, the FNF Subsidiaries and each Person that is an
Affiliate of FNF (other than any member of the FNT Group) immediately after the
Distribution Date, and each other Person that becomes an Affiliate of FNF after
the Distribution Date.

      "FNF Indemnified Parties" has the meaning set forth in Section 8.1.

      "FNF Public Filings" has the meaning set forth in Section 4.1(a)(x)

      "FNF Subsidiaries" means all direct and indirect Subsidiaries of FNF.

      "FNF's Auditors" has the meaning set forth in Section 4.1(b)(i).

      "FNT" has the meaning given in the Preamble.

      "FNT Group" means FNT, the FNT Subsidiaries and each Person that FNT
directly or indirectly controls immediately after the Distribution Date, and
each other Person that becomes an Affiliate of FNT after the Distribution Date.

      "FNT Indemnified Parties" has the meaning set forth in Section 8.2.

      "FNT Indemnitees" means FNT, each Affiliate of FNT and each of their
respective Representatives and each of the heirs, executors, successors and
assigns of any of the foregoing.

      "FNT Public Filings" has the meaning set forth in Section 4.1(a)(vi).

      "FNT Subsidiaries" means all direct and indirect Subsidiaries of FNT.

      "FNT Voting Stock" has the meaning set forth in Section 5.1.

      "FNT's Auditors" has the meaning set forth in Section 4.1(b)(i).

                                      -3-


      "GAAP" means U.S. generally accepted accounting principles, consistently
applied.

      "Governmental Authority" means any federal, state, local, foreign or
international court, government, department, commission, board, bureau or
agency, or any other regulatory, administrative or governmental authority,
including the NYSE.

      "Group" means either the FNF Group or the FNT Group, as the context
requires.

      "Indemnifiable Losses" mean all Damages suffered by an Indemnitee,
including any reasonable out-of-pocket fees, costs or expenses of enforcing any
indemnity hereunder; provided that "Indemnifiable Losses" shall not include any
such Damages caused by, resulting from or arising out of the gross negligence,
willful misconduct or fraud of such Indemnitee.

      "Indemnified Party" has the meaning set forth in Section 8.3(a).

      "Indemnifying Party" has the meaning set forth in Section 8.3(a).

      "Indemnitee" means a Person who or which may seek indemnification under
this Agreement.

      "Intellectual Property Cross License Agreement" means that certain
Intellectual Property Cross License Agreement entered into by and between FNF
and FNT, as may be amended from time to time.

      "IRS" means the United States Internal Revenue Service.

      "Mirror Notes" has the meaning set forth in Section 3.1.

      "Non-controlling Party" has the meaning set forth in Section 8.3(d)(ii).

      "NYSE" means the New York Stock Exchange, Inc.

      "Owning Party" has the meaning set forth in Section 6.2.

      "Person" means an individual, a partnership, a corporation, a limited
liability company, an association, a joint stock company, a trust, a joint
venture, an unincorporated organization and a governmental entity or any
department, agency, or political subdivision thereof.

      "Possessor" has the meaning set forth in Section 6.3.

      "Quarterly Financial Statements" has the meaning set forth in Section
4.1(a)(iv).

      "Registration Rights Agreement" means the Registration Rights Agreement to
be entered into between FNF and FNT prior to the Distribution, as may be amended
from time to time.

      "Regulation S-K" means Regulation S-K of the General Rules and Regulations
promulgated by the SEC pursuant to the Securities Act.

                                      -4-


      "Regulation S-X" means Regulation S-X of the General Rules and Regulations
promulgated by the SEC pursuant to the Securities Act.

      "Representatives" means, with respect to any Person, any of such Person's
directors, officers, employees, agents, consultants, advisors, accountants or
attorneys.

      "Requestor" has the meaning set forth in Section 6.3.

      "Retention Period" has the meaning set forth in Section 6.4.

      "SEC" means the United States Securities and Exchange Commission, or any
successor agency.

      "Securities Act" means the Securities Act of 1933, as amended from time to
time, together with the rules and regulations promulgated thereunder.

      "Steering Committee" has the meaning set forth in Section 9.3(a).

      "Subsidiary" means with respect to any specified Person, any corporation
or other legal entity of which such Person controls or owns, directly or
indirectly, more than fifty percent (50%) of the stock or other equity interest
entitled to vote on the election of the members to the board of directors or
similar governing body; provided, however, that unless the context otherwise
requires, references to Subsidiaries of FNF will not include the entities that
will be transferred to FNT or other members of the FNT Group pursuant to this
Agreement, whether the transfer of such entities occurs prior to or after the
Distribution Date.

      "Tax Matters Agreement" means that certain Tax Matters Agreement entered
by and between FNF and FNT, as may be amended from time to time.

      "Tax" and "Taxes" each mean any income, gross income, gross receipts,
profits, capital stock, franchise, withholding, payroll, social security,
workers compensation, unemployment, disability, property, ad valorem, stamp,
excise, severance, occupation, service, sales, use, license, lease, transfer,
import, export, value added, alternative minimum, estimated or other tax
(including any fee, assessment, or other charge in the nature of or in lieu of
any tax) imposed by any governmental entity or political subdivision thereof,
and any interest, penalties, additions to tax, or additional amounts in respect
of the foregoing.

      "Third-Party Claim" has the meaning set forth in Section 8.3(d)(i).

      "Transferred Businesses" has the meaning set forth in the Recitals.

Section 1.2. Interpretation.

      (a) For purposes of this Agreement (including all exhibits, schedules and
amendments), unless the context otherwise requires, (i) all terms defined herein
include the plural as well as the singular, and the masculine, feminine or
neuter gender shall be deemed to include the others whenever the context so
requires, (ii) all accounting terms used but not otherwise defined herein shall
have the meanings given to them under GAAP, and

                                      -5-


(iii) references to any Person include successors of such Person by
consolidation and merger and transferees of all or substantially all its assets
(provided that such successor has duly assumed in writing all such Person's
obligations, if any, hereunder).

      (b) Words such as "herein," "hereinafter," "hereof," "hereto," "hereby"
and "hereunder," and words of like import refer to this Agreement, unless the
context requires otherwise.

      (c) References herein to any agreement or other instrument shall, unless
the context otherwise requires (or the definition thereof otherwise specifies),
be deemed references to the same as it may from time to time be changed, amended
or extended in accordance with its terms.

      (d) All references in this Agreement to times of the day shall be to the
city of Jacksonville, Florida time.

               ARTICLE 2. CONTRIBUTION OF TRANSFERRED BUSINESSES

Section 2.1. No Representations or Warranties.

      FNT (on behalf of itself and each member of the FNT Group) acknowledges
and agrees that, except as expressly set forth in this Agreement or any
Ancillary Agreement, (a) no member of the FNF Group is making any
representations or warranties, express or implied, in this Agreement, any
Ancillary Agreement or any other agreement contemplated hereby or thereby, as to
any Transferred Businesses, including without limitation as to the title to such
entities' shares or other ownership interests or as to the assets, liabilities,
business or financial condition of such entities, all such transfers being made
on an "as-is, where-is" basis and (b) FNT and its Affiliates will bear the
economic and legal risks that any conveyance will prove to be sufficient to vest
in them good and marketable title, free and clear of any security interest,
pledge, lien, charge, claim or other encumbrance of any nature whatsoever and
that any consents or approvals, and that any requirements of laws or judgments,
with respect to the transfer of the Transferred Businesses, have been received
or met.

                           ARTICLE 3. EXCHANGE OFFER

Section 3.1. Exchange Offer.

      Concurrently with the contribution to FNT of the Transferred Businesses,
FNT issued to FNF two promissory notes, each in an aggregate principal amount
equal to $250 million (the "Mirror Notes"). Each Mirror Note has an interest
rate and a final maturity that is the same as that of a series of FNF's public
debt securities as of the Distribution Date (the "FNF Debt Securities"), and
further provides that it may be redeemed in whole or in part upon delivery to
FNF of an equal principal amount of FNF Debt Securities of the corresponding
Series. FNT agrees that, upon request of FNF, it will conduct one or more
exchange offers, in which FNT will offer to exchange newly-issued notes of FNT
for outstanding FNF Debt Securities, and upon completion thereof shall deliver
to FNF any FNF Debt Securities so obtained in redemption of Mirror Notes. Any
such exchange offer shall be conducted on such terms and in such manner as FNF
shall direct, provided that FNT's consent (which shall not be unreasonably
withheld or

                                      -6-


delayed) shall be required for any material deviation of such terms or manner
from the customary terms or manner of similar exchange offers.

                        ARTICLE 4. FINANCIAL INFORMATION

Section 4.1. Financial and Other Information.

      (a) Financial Information. FNT agrees that, for so long as FNF is required
to consolidate the results of operations and financial position of FNT and any
other members of the FNT Group or to account for its investment in FNT under the
equity method of accounting (determined in accordance with GAAP and consistent
with SEC reporting requirements) (such period, the "Coordinated Reporting
Period," and the final day of such period, the "Cut-off Date"):

            (i) Disclosure Controls. FNT will, and will cause each other member
      of the FNT Group to, maintain, as of and after the Distribution Date,
      disclosure controls and procedures and internal control over financial
      reporting as defined in Rule 13a-15 promulgated under the Exchange Act;
      FNT will cause each of its principal executive and principal financial
      officers to sign and deliver certifications to FNT's periodic reports and
      will include the certifications in FNT's periodic reports, as and when
      required pursuant to Exchange Act Rule 13a-14 and Item 601 of Regulation
      S-K; FNT will cause its management to evaluate FNT's disclosure controls
      and procedures and internal control over financial reporting (including
      any change in internal control over financial reporting) as and when
      required pursuant to Exchange Act Rule 13a-15; FNT will disclose in its
      periodic reports filed with the SEC information concerning FNT
      management's responsibilities for and evaluation of FNT's disclosure
      controls and procedures and internal control over financial reporting
      (including, without limitation, the annual management report and
      attestation report of FNT's independent auditors relating to internal
      control over financial reporting) as and when required under Items 307 and
      308 of Regulation S-K and other applicable SEC rules; and, without
      limiting the general application of the foregoing, FNT will, and will
      cause each other member of the FNT Group to, maintain as of and after the
      Distribution Date, internal systems and procedures that will provide
      reasonable assurance that (A) the Financial Statements are reliable and
      timely prepared in accordance with GAAP and applicable law, (B) all
      transactions of members of the FNT Group are recorded as necessary to
      permit the preparation of the Financial Statements, (C) the receipts and
      expenditures of members of the FNT Group are authorized at the appropriate
      level within FNT, and (D) unauthorized use or disposition of the assets of
      any member of the FNT Group that could have a material effect on the
      Financial Statements is prevented or detected in a timely manner.

            (ii) Fiscal Year. FNT will, and will cause each member of the FNT
      Group organized in the U.S. to, maintain a fiscal year that commences and
      ends on the same calendar days as FNF's fiscal year commences and ends,
      and to maintain monthly accounting periods that commence and end on the
      same calendar days as FNF's monthly accounting periods commence and end.

                                      -7-


            (iii) Monthly Financial Reports. No later than ten (10) Business
      Days after the end of each monthly accounting period of FNT thereafter
      (including the last monthly accounting period of FNT of each fiscal year),
      FNT will deliver to FNF a consolidated income statement and balance sheet
      for FNT for such period, in such format and detail as FNF may request.

            (iv) Quarterly Financial Statements. As soon as practicable, and in
      any event no later than ten (10) Business Days prior to the date on which
      FNF is required to file a Form 10-Q with the SEC for each of the first
      three (3) fiscal quarters in each fiscal year of FNF, FNT will deliver to
      FNF drafts of (A) the consolidated financial statements of the FNT Group
      (and notes thereto) for such periods and for the period from the beginning
      of the current fiscal year to the end of such quarter, setting forth in
      each case in comparative form for each such fiscal quarter of FNT the
      consolidated figures (and notes thereto) for the corresponding quarter and
      periods of the previous fiscal year and all in reasonable detail and
      prepared in accordance with Article 10 of Regulation S-X and GAAP, and (B)
      a discussion and analysis by management of the FNT Group's financial
      condition and results of operations for such fiscal period, including,
      without limitation, an explanation of any material period-to-period change
      and any off-balance sheet transactions, all in reasonable detail and
      prepared in accordance with Item 303(b) of Regulation S-K. The information
      set forth in (A) and (B) above is referred to in this Agreement as the
      "Quarterly Financial Statements." FNT may continue to revise such draft
      Quarterly Financial Statements prior to the filing thereof in order to
      make corrections and changes which corrections and changes will be
      delivered by FNT to FNF as soon as practicable; provided that FNF's and
      FNT's financial Representatives will actively consult with each other
      regarding any changes (whether or not substantive) which FNT may consider
      making to its Quarterly Financial Statements and related disclosures, with
      particular focus on any changes which would have an effect upon FNF's
      financial statements or related disclosures. No later than five (5)
      Business Days prior to the date FNF publicly files its Form 10-Q with the
      SEC, FNT will deliver to FNF the final form of the FNT Quarterly Financial
      Statements and certifications thereof by the principal executive and
      financial officers of FNT in substantially the forms required under SEC
      rules for periodic reports and in form and substance satisfactory to FNF.

            (v) Annual Financial Statements. As soon as practicable, and in any
      event no later than twenty (20) Business Days prior to the date on which
      FNF is required to file a Form 10-K with the SEC, FNT will deliver to FNF
      (A) drafts of the consolidated financial statements of the FNT Group (and
      notes thereto) for such year, setting forth in each case in comparative
      form the consolidated figures (and notes thereto) for the previous fiscal
      year and all in reasonable detail and prepared in accordance with
      Regulation S-X and GAAP and (B) a discussion and analysis by management of
      the FNT Group's financial condition and results of operations for such
      year, including, without limitation, an explanation of any material
      period-to-period change and any off-balance sheet transactions, all in
      reasonable detail and prepared in accordance with Item 303(a) of
      Regulation S-K. The information set forth in (A) and (B) above is referred
      to in this Agreement as the "Annual Financial Statements." FNT may
      continue to revise such draft Annual Financial Statements prior to the
      filing thereof in order to make corrections and changes which corrections
      and changes will be delivered by FNT to FNF as soon as

                                      -8-


      practicable; provided, that FNF and FNT financial Representatives will
      actively consult with each other regarding any changes (whether or not
      substantive) which FNT may consider making to its Annual Financial
      Statements and related disclosures, with particular focus on any changes
      which would have an effect upon FNF's financial statements or related
      disclosures. No later than five (5) Business Days prior to the date FNF
      files its Form 10-K with the SEC, FNT will deliver to FNF the final form
      of the FNT Annual Financial Statements and certifications thereof by the
      principal executive and financial officers of FNT in substantially the
      forms required under SEC rules for periodic reports and in form and
      substance satisfactory to FNF.

            (vi) FNT Reports Generally. Each FNT Group member that files
      information with the SEC will deliver to FNF: (A) substantially final
      drafts, as soon as the same are prepared, of (x) all reports, notices and
      proxy and information statements to be sent or made available by such FNT
      Group member to its respective security holders, (y) all regular, periodic
      and other reports to be filed or furnished under Sections 13, 14 and 15 of
      the Exchange Act (including Reports on Forms 10-K, 10-Q and 8-K and Annual
      Reports to Shareholders), and (z) all registration statements and
      prospectuses to be filed by such FNT Group member with the SEC or any
      securities exchange pursuant to the requirements of such exchange
      (collectively, the documents identified in clauses (x), (y) and (z) are
      referred to in this Agreement as "FNT Public Filings"), and (B) current
      drafts of all FNT Public Filings as soon as practicable, but in no event
      later than four (4) Business Days prior to the earliest of the dates the
      same are printed, sent or filed, (other than with respect to Form 8-Ks)
      and, with respect to Form 8-Ks, as soon as practicable, but in no event
      later than two (2) Business Days prior to the earliest of the dates the
      same are printed, sent or filed in the case of planned Form 8-Ks and as
      soon as practicable in the case of unplanned Form 8-Ks. FNT may continue
      to revise such FNT Public Filings prior to the filing thereof in order to
      make corrections and changes which corrections and changes will be
      delivered by FNT to FNF as soon as practicable; provided, that FNF and FNT
      financial Representatives will actively consult with each other regarding
      any changes (whether or not substantive) which FNT may consider making to
      any of its FNT Public Filings and related disclosures prior to any
      anticipated filing with the SEC, with particular focus on any changes
      which would have an effect upon FNF's financial statements or related
      disclosures.

            (vii) Budgets and Financial Projections. FNT will, as promptly as
      practicable, deliver to FNF copies of all annual and other budgets and
      financial projections (consistent in terms of format and detail and
      otherwise required by FNF) relating to FNT on a consolidated basis and
      will provide FNF an opportunity to meet with management of FNT to discuss
      such budgets and projections.

            (viii) Other Information. With reasonable promptness, FNT will
      deliver to FNF such additional financial and other information and data
      with respect to the FNT Group and its business, properties, financial
      position, results of operations and prospects as from time to time may be
      reasonably requested by FNF.

            (ix) Press Releases and Similar Information. FNT and FNF will
      consult with each other as to the timing and content of their annual and
      quarterly earnings releases and

                                      -9-


      any interim financial guidance for a current or future period and will
      give each other the opportunity to review the information therein relating
      to the FNT Group and to comment thereon. FNF and FNT will make reasonable
      efforts to issue their respective annual and quarterly earnings releases
      at approximately the same time on the same date.

            (x) Cooperation on FNF Filings. FNT will cooperate fully, and cause
      FNT's Auditors to cooperate fully, with FNF to the extent requested by FNF
      in the preparation of FNF's public earnings or other press releases,
      Quarterly Reports on Form 10-Q, Annual Reports to Shareholders, Annual
      Reports on Form 10-K, any Current Reports on Form 8-K and any other proxy,
      information and registration statements, reports, notices, prospectuses
      and any other filings made by FNF with the SEC, any national securities
      exchange or otherwise made publicly available (collectively, the "FNF
      Public Filings"). FNT agrees to provide to FNF all information that FNF
      reasonably requests in connection with any FNF Public Filings or that, in
      the judgment of FNF, is required to be disclosed or incorporated by
      reference therein under any law, rule or regulation. FNT will provide such
      information in a timely manner on the dates requested by FNF (which may be
      earlier than the dates on which FNT otherwise would be required hereunder
      to have such information available) to enable FNF to prepare, print and
      release all FNF Public Filings on such dates as FNF will determine but in
      no event later than as required by applicable law. FNT will use its
      commercially reasonable efforts to cause FNT's Auditors to consent to any
      reference to them as experts in any FNF Public Filings required under any
      law, rule or regulation. If and to the extent requested by FNF, FNT will
      diligently and promptly review all drafts of such FNF Public Filings and
      prepare in a diligent and timely fashion any portion of such FNF Public
      Filing pertaining to FNT. Prior to any printing or public release of any
      FNF Public Filing, an appropriate executive officer of FNT will, if
      requested by FNF, certify that the information relating to any FNT Group
      member or the Transferred Businesses in such FNF Public Filing is
      accurate, true, complete and correct in all material respects. Prior to
      the release or filing thereof, FNF will provide FNT with a draft of any
      portion of a FNF Public Filing containing information relating to the FNT
      Group and will give FNT an opportunity to review such information and
      comment thereon; provided that FNF will determine in its sole and absolute
      discretion the final form and content of all FNF Public Filings.

            (xi) Confidentiality. Except as required by applicable law, rule, or
      regulation, FNF agrees to keep confidential all information provided to
      FNF by FNT or any of FNT's affiliates pursuant to this Section 4.1(a),
      until the point in time that such information is filed with the SEC or
      otherwise publicly disclosed.

      (b) Auditors and Accounting. FNT agrees that, during the Coordinated
Reporting Period:

            (i) Audit Timing. FNT will use its reasonable best efforts to enable
      its independent certified public accountants ("FNT's Auditors") to
      complete their audit such that they will date their opinion on the Annual
      Financial Statements on the same date that FNF's independent certified
      public accountants ("FNF's Auditors") date their opinion on FNF's audited
      annual financial statements (the "FNF Annual Statements"), and to enable
      FNF to meet its timetable for the printing, filing and public
      dissemination of the FNF

                                      -10-

      Annual Statements, all in accordance with Section 4.1(a) hereof and as
      required by applicable law. FNT will provide to FNF on a timely basis all
      information that FNF reasonably requires to meet its schedule for the
      preparation, printing, filing and public dissemination of the FNF Annual
      Statements and, without limiting the foregoing, will provide access to the
      responsible personnel of FNT as required for FNF and FNF's Auditors to
      prepare financial statements and conduct their audits with respect to the
      FNT Group.

            (ii) Access to FNT Auditors. FNT will authorize FNT's Auditors to
      make available to FNF's Auditors both the personnel who performed, or are
      performing, the annual audit of FNT and work papers related to the annual
      audit of FNT, in all cases within a reasonable time prior to FNT's
      Auditors' opinion date, so that FNF's Auditors are able to perform the
      procedures they consider necessary to take responsibility for the work of
      FNT's Auditors as it relates to FNF's Auditors' report on FNF's
      statements, all within sufficient time to enable FNF to meet its timetable
      for the printing, filing and public dissemination of the FNF Annual
      Statements.

            (iii) Access to Records. If FNF determines in good faith that there
      may be some inaccuracy in a FNT Group member's financial statements or
      deficiency in a FNT Group member's internal accounting controls or
      operations that could materially impact FNF's financial statements, at
      FNF's request, FNT will provide FNF's internal auditors with access to the
      FNT Group's books and records so that FNF may conduct reasonable audits
      relating to the financial statements provided by FNT under this Agreement
      as well as to the internal accounting controls and operations of the FNT
      Group.

            (iv) Notice of Changes. FNT will give FNF as much prior notice as
      reasonably practicable of any significant changes in FNT's accounting
      practices or principles from those in effect on the Distribution Date. FNT
      will consult with FNF and, if requested by FNF, FNT will consult with
      FNF's Auditors with respect thereto.

            (v) Accounting Changes Requested by FNF. FNT will consult with FNF
      regarding any changes in its accounting practices or accounting principles
      that are reasonably requested by FNF in order for FNT's accounting
      practices and principles to be consistent with those of FNF.

            (vi) Special Reports of Deficiencies or Violations. FNT will report
      in reasonable detail to FNF the following events or circumstances promptly
      after any executive officer of FNT or any member of the FNT Board of
      Directors becomes aware of such matter: (A) all significant deficiencies
      and material weaknesses in the design or operation of internal control
      over financial reporting which are reasonably likely to adversely affect
      FNT's ability to record, process, summarize and report financial
      information; (B) any fraud, whether or not material, that involves
      management or other employees who have a significant role in FNT's
      internal control over financial reporting; (C) any illegal act within the
      meaning of Section 10A(b) and (f) of the Exchange Act; and (D) any report
      of a material violation of law that an attorney representing any FNT Group
      member has formally made to any officers or directors of FNT pursuant to
      the SEC's attorney conduct rules (17 C.F.R. Part 205).

                        ARTICLE 5. CORPORATE GOVERNANCE

Section 5.1. Corporate Governance Covenants.

                                      -11-


      In addition to the other covenants contained in this Agreement and the
Ancillary Agreements, FNT hereby covenants and agrees that, for so long as FNF
beneficially owns at least fifty percent (50%) of the total voting power of all
classes of then outstanding capital stock of FNT entitled to vote generally in
the election of directors ("FNT Voting Stock"):

      (a) Neither FNT nor any member of its Group will, without the prior
written consent of FNF, take, or cause to be taken, directly or indirectly, any
action, or enter into any agreement, that would cause FNF or any member of its
Group to violate any law, agreement or judgment.

      (b) FNT will not, without the prior written consent of FNF, take, or cause
to be taken, directly or indirectly, any action, including making or failing to
make any election under the law of any state, which has the effect, directly or
indirectly, of restricting or limiting the ability of FNF to freely sell,
transfer, assign, pledge or otherwise dispose of shares of FNT Common Stock or
would restrict or limit the rights of any transferee of FNF as a holder of FNT
Common Stock. Without limiting the generality of the foregoing, FNT will not,
without the prior written consent of FNF, take any action, or take any action to
recommend to its stockholders any action, which would among other things, limit
the legal rights of, or deny any benefit to, FNF as a FNT stockholder either (i)
solely as a result of the amount of Common Stock owned by FNF or (ii) in a
manner not applicable to FNT stockholders generally.

      (c) To the extent that FNF is a party to any existing Contracts that
provide that certain actions or inactions of the FNF Group (which for purposes
of such Contract includes any member of the FNT Group) may result in FNF being
in breach of or in default under such Contracts and FNF has advised FNT of the
existence, and has furnished FNT with copies, of such Contracts (or the relevant
portions thereof), FNT will not take or fail to take, as applicable, and FNT
will cause the other members of the FNT Group not to take or fail to take, as
applicable, any actions that reasonably could result in FNF being in breach of
or in default under any such Contract. The parties acknowledge and agree that
from time to time after the date hereof FNF may in good faith (and not solely
with the intention of imposing restrictions on FNT pursuant to this covenant)
enter into additional Contracts or amendments to existing Contracts that provide
that certain actions or inactions of the FNF Group (including, for purposes of
this Section 5.1(c), members of the FNT Group) may result in FNF being in breach
of or in default under such Contracts. In such event, provided FNF has notified
FNT of such additional Contracts or amendments to existing Contracts, FNT will
not thereafter take or fail to take, as applicable, and FNT will cause the other
members of the FNT Group not to take or fail to take, as applicable, any actions
that reasonably could result in FNF being in breach of or in default under any
such additional Contracts or amendments to existing Contracts. FNF acknowledges
and agrees that FNT will not be deemed in breach of this Section 5.1(c) to the
extent that, prior to being notified by FNF of an additional Contract or an
amendment to an existing Contract pursuant to this Section 5.1(c), a FNT Group
member already has taken or failed to take one or more actions that would
otherwise constitute a breach of this Section 5.1(c) had such action(s) or
inaction(s) occurred after such notification, provided that FNT does not, after
notification by FNF, take any further action or fail to take any action that
contributes further to such breach or default. FNT agrees that any information
provided to it pursuant to this Section 5.1(c) will constitute information that
is subject to FNT's obligations under Article 6.

                                      -12-


      (d) FNT shall not, without FNF's prior written consent, enter into any
agreement or arrangement that binds or purports to bind, directly or indirectly,
any member of the FNF Group.

Section 5.2. Stock Issuances. FNT will not, without the prior written consent of
FNF, issue any shares of stock of any type or other ownership interests or
securities, or any rights, warrants or options to acquire shares of stock of any
type or other ownership interests or securities (including, without limitation,
securities convertible into or exchangeable for shares of capital stock of any
type or other ownership interests or securities), if after giving effect to such
issuances and considering all of the shares of stock of any type or other
ownership interests or securities acquirable pursuant to such rights, warrants
and options to be outstanding on the date of such issuance (whether or not then
exercisable), FNT and FNF would not be affiliated within the meaning of Section
1504(a)(1) of the Internal Revenue Code of 1986, as amended from time to time
(the "Code"), or any successor provision, or FNF would not control FNT within
the meaning of Section 368(c) of the Code or any successor provision.

                        ARTICLE 6. ACCESS TO INFORMATION

Section 6.1. Restrictions on Disclosure of Information.

      (a) Generally. Without limiting any rights or obligations under any other
existing or future agreement between the parties and/or any other members of
their respective Groups relating to confidentiality, until the date that is
three years after the end of the Coordinated Reporting Period each party will,
and each party will cause its respective Group members and its Representatives
to, hold in confidence, with at least the same degree of care that applies to
FNF's confidential and proprietary information pursuant to confidentiality
policies in effect as of the Distribution Date, all confidential and proprietary
information concerning the other Group that is either in its possession as of
the Distribution Date or furnished by the other Group or its respective
Representatives at any time pursuant to this Agreement, any Ancillary Agreement
or the transactions contemplated hereby or thereby. Notwithstanding the
foregoing, each party, its respective Group members and its Representatives may
disclose such information to the extent that such party can demonstrate that
such information is or was (i) in the public domain other than by the breach of
this Agreement or by breach of any other agreement between or among the parties
and/or any of their respective Group members relating to confidentiality, or
(ii) lawfully acquired from a third Person on a non-confidential basis or
independently developed by, or on behalf of, such party by Persons who do not
have access to any such information. Each party will maintain, and will cause
its respective Group members and Representatives to maintain, policies and
procedures, and develop such further policies and procedures as will from time
to time become necessary or appropriate, to ensure compliance with this Section
6.1.

      (b) Disclosure of Third Person Information. Each party acknowledges that
it and other members of its Group may have in its or their possession
confidential or proprietary information of third Persons that was received under
a confidentiality or non-disclosure agreement between such third Person and the
other party. Each party will, and will cause its respective Group members and
its Representatives to, hold in strict confidence the confidential and
proprietary information of third Persons to which any member of such party's
Group has

                                      -13-


access, in accordance with the terms of any agreements entered into between such
third Person and the other party or a member of the other party's Group.

Section 6.2. Legally Required Disclosure of Information.

      If either party or any of its respective Group members or Representatives
becomes legally required to disclose any information (the "Disclosing Party")
that it is otherwise obligated to hold in strict confidence pursuant to Section
6.1, such party will promptly notify the other party (the "Owning Party") and
will use all commercially reasonable efforts to cooperate with the Owning Party
so that the Owning Party may seek a protective order or other appropriate remedy
and/or waive compliance with this Section 6.2. All expenses reasonably incurred
by the Disclosing Party in seeking a protective order or other remedy will be
borne by the Owning Party. If such protective order or other remedy is not
obtained, or if the Owning Party waives compliance with this Section 6.2, the
Disclosing Party will (a) disclose only that portion of the information which
its legal counsel advises it is compelled to disclose or otherwise stand liable
for contempt or suffer other similar significant corporate censure or penalty,
(b) use all commercially reasonable efforts to obtain reliable assurance
requested by the Owning Party that confidential treatment will be accorded such
information, and (c) promptly provide the Owning Party with a copy of the
information so disclosed, in the same form and format so disclosed, together
with a list of all Persons to whom such information was disclosed.

Section 6.3. Access to Information.

      During the Retention Period (as defined in Section 6.4 below), each party
will provide to the other party, and will cause its respective Group members and
Representatives to provide to the other party, in accordance with the
requirements of this Section 6.3, reasonable Access upon reasonable advance
written request to all information (other than information which is (a)
protected from disclosure by the attorney-client privilege or work product
doctrine, (b) proprietary in nature, (c) the subject of a confidentiality
agreement between such party and a third Person which prohibits disclosure to
the other party, or (d) prohibited from disclosure under applicable law) owned
by such party or one of its Group members or within such party's or any of its
respective Group member's or Representative's possession which is created prior
to the Distribution Date and which relates to the business, assets or
liabilities of the requesting party (the "Requestor"), if such access is
reasonably required by the Requestor for any bona fide business purpose.
"Access" means the obligation of a party in possession of information (the
"Possessor") requested by the Requestor to conduct a diligent search designed to
identify and locate all requested information that is owned and/or possessed by
the Possessor or any respective Group members or Representatives and to collect
all such information for inspection by the Requestor during normal business
hours at the Possessor's place of business. Subject to such confidentiality
and/or security obligations as the Possessor may reasonably deem necessary, the
Requestor may have all requested information duplicated at Requestor's expense.
Alternatively, the Possessor may choose to deliver, at the Requestor's expense,
all requested information to the Requestor in the form requested by the
Requestor. The Possessor will notify the Requestor in writing at the time of
delivery if such information is to be returned to the Possessor. In such case,
the Requestor will return such information when no longer needed to the
Possessor at the Requestor's expense. In connection with providing information
pursuant to this Section 6.3, each party hereto will, upon the request of the
other party and upon reasonable

                                      -14-


advance notice, make available during normal business hours its respective
employees (and those employees of its respective Group members and
Representatives, as applicable) to the extent that they are reasonably necessary
to discuss and explain all requested information with and to the Requestor.

Section 6.4. Record Retention.

      FNT will, and will cause each of the other FNT Group members to, adopt and
comply with a record retention policy with respect to information owned by or in
the possession of the FNT Group and which is created prior to the Distribution
Date. FNF will, and FNF will cause each of the other FNF Group members to,
comply with the FNF record retention policy with respect to information owned by
or in the possession of the FNF Group and which is created prior to the
Distribution Date. Each party will, at its sole cost and expense, preserve and
retain all information in its respective possession or control that the other
party has the right to access pursuant to Section 6.3 or that it is required to
preserve and retain for such period as is required in accordance with such
record retention policy or for any longer period as may be required by (a) any
Government Authority, (b) any litigation matter, (c) applicable law, or (d) any
Ancillary Agreement (as applicable, the "Retention Period"). If either party
wishes to dispose of any information which it is obligated to retain under this
Section 6.4 prior to the expiration of the Retention Period, then that party
will first provide forty-five (45) days' written notice to the other party, and
the other party will have the right, at its option and expense, upon prior
written notice within such 45-day period, to take possession of such information
within ninety (90) days after the date of the notice provided pursuant to this
Section 6.4. Written notice of intent to dispose of such information will
include a description of the information in detail sufficient to allow the other
party to reasonably assess its potential need to retain such materials.

Section 6.5. Production of Witnesses.

      Each party will use commercially reasonable efforts, and will cause each
of its respective Group members to use commercially reasonable efforts, to make
reasonably available to each other, upon written request, its past and present
Representatives as witnesses to the extent that any such Representatives may
reasonably be required in connection with any legal, administrative or other
proceedings in which the requesting party may from time to time be involved.

Section 6.6. Reimbursement.

      Unless otherwise provided in this Article 6, each party providing access
to information or witnesses to the other party pursuant to Section 6.3, 6.4 or
6.5 will be entitled to receive from the receiving party, upon the presentation
of invoices therefor, payment for all reasonable, out-of-pocket costs and
expenses (excluding allocated compensation and overhead expenses) as may be
reasonably incurred in providing such information or witnesses.

Section 6.7. Other Agreements Regarding Access to Information.

      The rights and obligations of the parties under this Article 6 are subject
to any specific limitations, qualifications or additional provisions on the
sharing, exchange or confidential treatment of information set forth in this
Agreement or any Ancillary Agreement.

                                      -15-


                        ARTICLE 7. ADDITIONAL COVENANTS

Section 7.1. Performance.

      FNF will cause to be performed, and hereby guarantees the performance of,
all actions, agreements and obligations set forth in this Agreement or in any
Ancillary Agreement to be performed by any member of the FNF Group. FNT will
cause to be performed, and hereby guarantees the performance of, all actions,
agreements and obligations set forth in this Agreement or in any Ancillary
Agreement to be performed by any member of the FNT Group. Each party further
agrees that it will cause its other Group members not to take any action or fail
to take any action inconsistent with such party's obligations under this
Agreement or any Ancillary Agreement.

Section 7.2. Insurance Matters.

      (a) Coverage. Until the Cut-off Date, FNF shall use its reasonable best
efforts to enable FNT and its subsidiaries and their respective directors and
officers to be covered under all policies of insurance maintained by FNF for
itself, its Subsidiaries and their respective directors and officers generally.
FNT will promptly pay or reimburse FNF, as the case may be, for all costs and
expenses associated with this coverage that are allocated by FNF to FNT and its
Subsidiaries in accordance with FNF's customary allocation methodology. FNT, its
Subsidiaries and each of their directors and officers may review such policies
upon request. FNF agrees to cooperate with and assist FNT in FNT obtaining
directors', officers' and other insurance coverage after the termination of
coverage under FNF's policies, including without limitation in obtaining any
tail coverage sought by FNT with respect to periods prior to such termination.

      (b) Payments and Reimbursements. All payments and reimbursements by FNT
pursuant to this Section 7.2 will be made promptly but in any event within
thirty (30) days after FNT's receipt of an invoice therefor from FNF.

      (c) Historical Loss Data. FNF will provide FNT with Access, upon written
request, to historical insurance loss information relating to the Transferred
Businesses and any other information relating to FNF's historic insurance
program with respect to the Transferred Businesses. Any such information
provided to FNT pursuant to this provision will also be subject to the
provisions of Section 6.3.

                           ARTICLE 8. INDEMNIFICATION

Section 8.1. Indemnification by FNT Group.

      FNT will indemnify, defend and hold harmless FNF, each member of the FNF
Group, each of their respective past, present and future Representatives, and
each of their respective successors and assigns (collectively, the "FNF
Indemnified Parties") from and against any and all Indemnifiable Losses incurred
or suffered by the FNF Indemnified Parties arising or resulting from the
following, whether, except as set forth below, such Indemnifiable Losses arise
or accrue prior to, on or following the Distribution Date:

                                      -16-


      (a) the ownership or operation of the assets or properties, and the
operations or conduct, of the Transferred Businesses, or any other business of
the FNT Group, whether arising before or after the Distribution Date (for the
avoidance of doubt, this clause (a) shall include, without limitation, any
Indemnifiable Losses of the FNF Indemnified Parties arising or resulting from
the action titled McCabe v. Fidelity National Financial Inc., et al or any
alleged or actual conduct that forms the basis for such action);

      (b) without limiting clause (a), any guarantee, indemnification
obligation, surety bond or other credit support arrangement by FNF or any of its
Affiliates for the benefit of FNT or any of FNT's Affiliates, subject to any
limitations on liability in such agreement;

      (c) any breach by FNT or any of FNT's Affiliates of this Agreement, the
Ancillary Agreements, any other agreement to which any of them is a party, FNT's
certificate of incorporation, FNT's by-laws or any law or regulation;

      (d) any untrue statement of, or omission to state, a material fact in the
FNF Public Filings to the extent it was as a result of information that FNT
furnished to FNF or which FNF incorporated by reference from the FNT Public
Filings, if such statement or omission was made or occurred after the
Distribution Date; and

      (e) any untrue statement of, or omission to state, a material fact in any
registration statement or any prospectus that FNT may prepare or any FNT Public
Filing, except to the extent the statement was made or omitted in reliance upon
information provided to FNT by FNF expressly for use in any registration
statement, prospectus or FNT Public Filing, or information relating to and
provided by any underwriter expressly for use in any registration statement or
prospectus.

Section 8.2. Indemnification by FNF Group.

      FNF will indemnify, defend and hold harmless each member of the FNT Group,
each of their respective past, present and future Representatives, and each of
their respective successors and assigns (collectively, the "FNT Indemnified
Parties") from and against any and all Indemnifiable Losses incurred or suffered
by the FNT Indemnified Parties arising or resulting from the following, whether,
except as set forth below, such Indemnifiable Losses arise or accrue prior to,
on or following the Distribution Date:

      (a) the ownership or operation of the assets or properties, and the
operations or conduct, of FNF and all other members of the FNF Group, whether
arising before or after the Distribution Date;

      (b) any guarantee, indemnification obligation, surety bond or other credit
support arrangement by FNT or any of its Affiliates for the benefit of FNF or
any of FNF's Affiliates, subject to any limitations on liability in such
agreement;

      (c) any breach by FNF or any of its Affiliates of this Agreement, any of
the Ancillary Agreements, any other agreement to which any of them is a party,
FNF's certificate of incorporation, FNF's by-laws, or any law or regulation;

                                      -17-


      (d) any untrue statement of, or omission to state, a material fact in the
FNT Public Filings to the extent it was as a result of information that FNF
furnished to FNT or which FNT incorporated by reference from FNF's Public
Filings;

      (e) any untrue statement of, or omission to state, a material fact
contained in any registration statement or any prospectus that FNT may prepare,
but only to the extent the untrue statement or omission was made or omitted in
reliance upon information provided by FNF expressly for use in any registration
statement or prospectus; and

      (f) any action or liability arising as a result of the Distribution.

Section 8.3. Claim Procedure.

      (a) Claim Notice. A party that seeks indemnity under this Article 8 (an
"Indemnified Party") will give written notice (a "Claim Notice") to the party
from whom indemnification is sought (an "Indemnifying Party"), whether the
Damages sought arise from matters solely between the parties or from Third Party
Claims. The Claim Notice must contain (i) a description and, if known, estimated
amount (the "Claimed Amount") of any Damages incurred or reasonably expected to
be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis
for the Claim Notice to the extent of facts then known by the Indemnified Party,
and (iii) a demand for payment of those Damages. No delay or deficiency on the
part of the Indemnified Party in so notifying the Indemnifying Party will
relieve the Indemnifying Party of any liability or obligation hereunder except
to the extent of any Damages caused by or arising out of such failure.

      (b) Response to Notice of Claim. Within thirty (30) days after delivery of
a Claim Notice, the Indemnifying Party will deliver to the Indemnified Party a
written response in which the Indemnifying Party will either: (i) agree that the
Indemnified Party is entitled to receive all of the Claimed Amount, in which
case the Indemnifying Party will pay the Claimed Amount in accordance with a
payment and distribution method reasonably acceptable to the Indemnified Party;
or (ii) dispute that the Indemnified Party is entitled to receive all or any
portion of the Claimed Amount, in which case, the parties will resort to the
dispute resolution procedures set forth in Section 9.3.

      (c) Contested Claims. In the event that the Indemnifying Party disputes
the Claimed Amount, as soon as practicable but in no event later than ten (10)
Business Days after the receipt of the notice referenced in Section 8.3(b)(ii)
hereof, the parties will begin the process of resolving the matter in accordance
with the dispute resolution provisions of Section 9.3 hereof. Upon ultimate
resolution thereof, the parties will take such actions as are reasonably
necessary to comply with such resolution.

      (d) Third Party Claims.

            (i) In the event that the Indemnified Party receives notice or
      otherwise learns of the assertion by a Person who is not a member of
      either Group of any claim or the commencement of any Action (collectively,
      a "Third-Party Claim") with respect to which the Indemnifying Party may be
      obligated to provide indemnification under this Article 8, the Indemnified
      Party will give written notification to the Indemnifying Party of the

                                      -18-


      Third-Party Claim. Such notification will be given within five (5)
      Business Days after receipt by the Indemnified Party of notice of such
      Third-Party Claim, will be accompanied by reasonable supporting
      documentation submitted by such third party (to the extent then in the
      possession of the Indemnified Party) and will describe in reasonable
      detail (to the extent known by the Indemnified Party) the facts
      constituting the basis for such Third-Party Claim and the amount of the
      claimed Damages; provided, however, that no delay or deficiency on the
      part of the Indemnified Party in so notifying the Indemnifying Party will
      relieve the Indemnifying Party of any liability or obligation hereunder
      except to the extent of any Damages caused by or arising out of such
      failure. Within twenty (20) Business Days after delivery of such
      notification, the Indemnifying Party may, upon written notice thereof to
      the Indemnified Party, assume control of the defense of such Third-Party
      Claim with counsel reasonably satisfactory to the Indemnified Party.
      During any period in which the Indemnifying Party has not so assumed
      control of such defense, the Indemnified Party will control such defense.

            (ii) The party not controlling such defense (the "Non-controlling
      Party") may participate therein at its own expense; provided, however,
      that if the Indemnifying Party assumes control of such defense and the
      Indemnified Party concludes that the Indemnifying Party and the
      Indemnified Party have conflicting interests or different defenses
      available with respect to such Third-Party Claim, the reasonable fees and
      expenses of one separate counsel to all Indemnified Parties will be
      considered "Damages" for purposes of this Agreement. The party controlling
      such defense (the "Controlling Party") will keep the Non-controlling Party
      reasonably advised of the status of such Third-Party Claim and the defense
      thereof and will consider in good faith recommendations made by the
      Non-controlling Party with respect thereto. The Non-controlling Party will
      furnish the Controlling Party with such information as it may have with
      respect to such Third-Party Claim (including copies of any summons,
      complaint or other pleading which may have been served on such party and
      any written claim, demand, invoice, billing or other document evidencing
      or asserting the same) and will otherwise cooperate with and assist the
      Controlling Party in the defense of such Third-Party Claim.

            (iii) The Indemnifying Party will not agree to any settlement of, or
      the entry of any judgment arising from, any such Third-Party Claim without
      the prior written consent of the Indemnified Party, which consent will not
      be unreasonably withheld or delayed; provided, however, that the consent
      of the Indemnified Party will not be required if (A) the Indemnifying
      Party agrees in writing to pay any amounts payable pursuant to such
      settlement or judgment, and (B) such settlement or judgment includes a
      full, complete and unconditional release of the Indemnified Party from
      further liability. The Indemnified Party will not agree to any settlement
      of, or the entry of any judgment arising from, any such Third-Party Claim
      without the prior written consent of the Indemnifying Party, which consent
      will not be unreasonably withheld or delayed.

Section 8.4. Contribution.

      (a) If the indemnification provided for in this Article 8 is unavailable
to, or insufficient to hold harmless an Indemnified Party under Section 8.1(d),
8.1(e), 8.2(d) or 8.2(e)

                                      -19-


hereof in respect of any Indemnifiable Losses referred to therein, then each
Indemnifying Party shall contribute to the amount paid or payable by such
Indemnified Party as a result of such Indemifiable Losses (or actions in respect
thereof) in such proportion as is appropriate to reflect the relative fault of
the Indemifying Party and the Indemnified Party in connection with the actions
which resulted in Indemnifiable Losses as well as any other relevant equitable
considerations. The relative fault of such Indemnifying Party and Indemnified
Party shall be determined by reference to, another other things, whether the
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact related to information supplied by such
Indemnifying Party or Indemnified Party, and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission.

      (b) The parties hereto agree that it would not be just and equitable if
contribution pursuant to this Section 8.4 were determined by a pro rata
allocation or by any other method of allocation that does not take account of
the equitable considerations referred to in paragraph (a) above. The amount paid
or payable by an Indemnified Party as a result of the Indemnifiable Losses
referred to in paragraph (a) above shall be deemed to include, subject to the
limitations set forth above, any legal or other fees or expenses reasonably
incurred by such Indemnified Party in connection with investigating any claim or
defending any Action. No Person guilty of fraudulent misrepresentation (within
the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any Person who was not guilty of such fraudulent
misrepresentation.

Section 8.5. Limitations.

      (a) Insurance Proceeds; Third Party Coverage. The amount of any Damages
for which indemnification is provided under this Agreement will be net of any
amounts actually recovered by the Indemnified Party from any third Person
(including, without limitation, amounts actually recovered under insurance
policies) with respect to such Damages. Any Indemnifying Party hereunder will be
subrogated to the rights of the Indemnified Party upon payment in full of the
amount of the relevant indemnifiable Damages. An insurer who would otherwise be
obligated to pay any claim will not be relieved of the responsibility with
respect thereto or, solely by virtue of the indemnification provision hereof,
have any subrogation rights with respect thereto. If any Indemnified Party
recovers an amount from a third Person in respect of Damages for which
indemnification is provided in this Agreement after the full amount of such
indemnifiable Damages has been paid by an Indemnifying Party or after an
Indemnifying Party has made a partial payment of such indemnifiable Damages and
the amount received from the third Person exceeds the remaining unpaid balance
of such indemnifiable Damages, then the Indemnified Party will promptly remit to
the Indemnifying Party the excess (if any) of (X) the sum of the amount
theretofore paid by such Indemnifying Party in respect of such indemnifiable
Damages plus the amount received from the third Person in respect thereof, less
(Y) the full amount of such indemnifiable Damages.

      (b) Tax Characterization. Any indemnification payment made under this
Agreement will be characterized for Tax purposes as a contribution or
distribution or payment of an assumed or retained liability, as applicable.

                                      -20-


      (c) Other Agreements. Notwithstanding anything to the contrary in Section
8.1 or Section 8.2, (i) indemnification with respect to Taxes shall be governed
exclusively by the Tax Matters Agreement, (ii) to the extent the Intellectual
Property Cross License Agreement specifically provides indemnification with
respect to Third-Party Claims for infringement of Intellectual Property rights,
the Intellectual Property Cross License Agreement shall govern with respect to
that indemnification, and (iii) to the extent the Employee Matters Agreement
specifically provides indemnification with respect to certain employee-related
Liabilities, the Employee Matters Agreement shall govern with respect to that
indemnification. To the extent indemnification is not provided in such Ancillary
Agreements, the terms of this Agreement shall govern.

      (d) NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT OR ANY ANCILLARY
AGREEMENT TO THE CONTRARY, IN NO EVENT WILL EITHER PARTY OR ANY OF ITS GROUP
MEMBERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS SUFFERED BY AN INDEMNIFIED
PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, IN CONNECTION WITH ANY
DAMAGES ARISING HEREUNDER OR THEREUNDER; PROVIDED, HOWEVER, THAT TO THE EXTENT
AN INDEMNIFIED PARTY IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT,
COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON WHO IS
NOT A MEMBER OF EITHER GROUP IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH
DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND NOT BE SUBJECT TO THE LIMITATION SET
FORTH IN THIS SECTION 8.5(f).

                            ARTICLE 9. MISCELLANEOUS

Section 9.1. Governing Law.

      The internal laws of the State of Florida (without reference to its
principles of conflicts of law) govern the construction, interpretation and
other matters arising out of or in connection with this Agreement (including,
for the avoidance of doubt, those claims or disputes referenced in Section
9.3(f)) and, unless expressly provided therein, each Ancillary Agreement, and
each of the exhibits and schedules hereto and thereto (whether arising in
contract, tort, equity or otherwise).

Section 9.2. Jurisdiction.

      Subject to Section 9.3, if any Dispute arises out of or in connection with
this Agreement or any Ancillary Agreement, except as expressly contemplated by
another provision of this Agreement or any Ancillary Agreement, the parties
irrevocably (and the parties will cause each other member of their respective
Group to irrevocably) (a) consent and submit to the exclusive jurisdiction of
federal and state courts located in Duval County, Florida, (b) waive any
objection to that choice of forum based on venue or to the effect that the forum
is not convenient, and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY
RIGHT TO TRIAL OR ADJUDICATION BY JURY.

                                      -21-


Section 9.3. Dispute Resolution.

      (a) Amicable Resolution. FNF and FNT mutually desire that friendly
collaboration will continue between them. Accordingly, they will try, and they
will cause their respective Group members to try, to resolve in an amicable
manner all disagreements and misunderstandings connected with their respective
rights and obligations under this Agreement or any Ancillary Agreement,
including any amendments hereto or thereto. In furtherance thereof, in the event
of any dispute or disagreement (a "Dispute") between any FNF Group member and
any FNT Group member as to the interpretation of any provision of this Agreement
or any Ancillary Agreement executed in connection herewith or therewith (or the
performance of obligations hereunder or thereunder), then unless otherwise
provided in any Ancillary Agreement, the matter, upon written request of either
party, will be referred for resolution to a steering committee established
pursuant to this Section 9.3(a) (the "Steering Committee"). The Steering
Committee will have two members, one of whom will be appointed by FNF and the
other of whom will be appointed by FNT, and each of whom shall be a senior
executive of the party appointing the member. The Steering Committee will make a
good faith effort to promptly resolve all Disputes referred to it. Steering
Committee decisions will be unanimous and will be binding on FNF and FNT. If the
Steering Committee does not agree to a resolution of a Dispute within fifteen
(15) days after the reference of the matter to it, the Dispute will be referred
to the Presidents of FNF and of FNT. If the Presidents do not agree to a
resolution of the Dispute within fifteen (15) days after the reference of the
matter to them, then the parties will be free to exercise the remedies available
to them under applicable law, subject to Sections 9.3(b) and 9.3(c).

      (b) Mediation. In the event any Dispute cannot be resolved in a friendly
manner as set forth in Section 9.3(a), the parties intend that such Dispute be
resolved by mediation. If the Steering Committee is unable to resolve the
Dispute as contemplated by Section 9.3(a), either FNF or FNT may demand
mediation of the Dispute by written notice to the other in which case the two
parties will select a mediator within ten (10) days after the demand. Neither
party may unreasonably withhold consent to the selection of the mediator. Each
of FNF and FNT will bear its own costs of mediation but both parties will share
the costs of the mediator equally.

      (c) Arbitration. In the event that the Dispute is not resolved in a
friendly manner as set forth in Section 9.3(a) or through mediation pursuant to
Section 9.3(b), the latter within thirty (30) days of the submission of the
Dispute to mediation, either party involved in the Dispute may submit the
dispute to binding arbitration pursuant to this Section 9.3(c). All Disputes
submitted to arbitration pursuant to this Section 9.3(c) shall be resolved in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association, unless the parties involved mutually agree to utilize an alternate
set of rules, in which event all references herein to the American Arbitration
Association shall be deemed modified accordingly. Expedited rules shall apply
regardless of the amount at issue. Arbitration proceedings hereunder may be
initiated by either party making a written request to the American Arbitration
Association, together with any appropriate filing fee, at the office of the
American Arbitration Association in Orlando, Florida. The arbitration shall be
by a single qualified arbitrator ("Arbitrator") experienced in the matters at
issue, such Arbitrator to be mutually agreed upon by FNF and FNT. If the parties
fail to agree on an Arbitrator within thirty (30) days after notice of
commencement of arbitration, the American Arbitration Association shall, upon
the request of any party to the dispute or

                                      -22-


difference, appoint the Arbitrator. All arbitration proceedings shall be held in
the city of Jacksonville, Florida in a location to be specified by the
Arbitrator (or any place agreed to by the parties and the Arbitrator). Any order
or determination of the arbitral tribunal shall be final and binding upon the
parties to the arbitration as to matters submitted and may be enforced by any
party to the Dispute in any court having jurisdiction over the subject matter or
over any of the parties. The parties agree that the length of time to be
provided in any arbitration action to conduct discovery shall be limited to
ninety (90) days, the length of time to conduct the arbitration hearing shall be
limited to ten (10) days (with each party having equal time) and that the
Arbitrator shall be required to render his or her decision within thirty (30)
days of the completion of the arbitration hearing. All costs and expenses
incurred by the Arbitrator shall be shared equally by the parties. Each party
shall bear its own costs and expenses in connection with any such arbitration
proceeding. The use of any alternative dispute resolution procedures hereunder
will not be construed under the doctrines of laches, waiver or estoppel to
affect adversely the rights of either party.

      (d) Non-Exclusive Remedy.

            (i) Nothing in this Section 9.3 will prevent either FNF or FNT from
      commencing formal litigation proceedings or seeking injunctive or similar
      relief if any delay resulting from efforts to mediate such Dispute could
      result in serious and irreparable injury to FNF, FNT or any member of
      either party's Group.

            (ii) Nothing in this Section 9.3 will prevent either FNF or FNT from
      immediately seeking injunctive or interim relief in the event of any
      actual or threatened breach of any confidentiality provisions of this
      Agreement. If an arbitral tribunal has not been appointed with respect to
      any Dispute at the time of such actual or threatened breach, then either
      party may seek such injunctive or interim relief from any court with
      jurisdiction over the matter. If an arbitral tribunal has been appointed
      with respect to any Dispute at the time of such actual or threatened
      breach, then the parties agree to submit to the jurisdiction of the state
      and federal courts of Duval County, Florida, pursuant to Section 9.2, with
      respect to such matter.

      (e) Commencement of Dispute Resolution Procedure. Notwithstanding anything
to the contrary in this Agreement or any Ancillary Agreement, FNF and FNT are
the only members of their respective Group entitled to commence a dispute
resolution procedure under this Agreement, whether pursuant to Section 8.3, this
Section 9.3 or otherwise, and each party will cause its respective Group members
not to commence any dispute resolution procedure other than through such party
as provided in this Section 9.3(e).

Section 9.4. Notices.

      Each party giving any notice required or permitted under this Agreement or
any Ancillary Agreement will give the notice in writing and use one of the
following methods of delivery to the party to be notified, at the address set
forth below or another address of which the sending party has been notified in
accordance with this Section 9.4: (a) personal delivery; (b) facsimile or
telecopy transmission with a reasonable method of confirming transmission; (c)
commercial overnight courier with a reasonable method of confirming delivery; or
(d) pre-paid, United States

                                      -23-


of America certified or registered mail, return receipt requested. Notice to a
party is effective for purposes of this Agreement or any Ancillary Agreement
only if given as provided in this Section 9.4 and will be deemed given on the
date that the intended addressee actually receives the notice.

         If to FNF, to

                  Fidelity National Financial, Inc.
                  Attention: General Counsel
                  601 Riverside Avenue
                  Jacksonville, FL, 32201
                  Telephone:    904.854.8152

         If to FNT, to:

                  Fidelity National Title Group, Inc.
                  Attention: General Counsel
                  601 Riverside Avenue
                  Jacksonville, FL, 32201
                  Telephone:    904.854.8100

Section 9.5. Binding Effect and Assignment.

      This Agreement and each Ancillary Agreement binds and benefits the parties
and their respective successors and assigns. Notwithstanding anything in Section
6.8 to the contrary, neither party may assign any of its rights or delegate any
of its obligations under this Agreement or any Ancillary Agreement without the
written consent of the other party which consent may be withheld in such party's
sole and absolute discretion and any assignment or attempted assignment in
violation of the foregoing will be null and void. Notwithstanding the preceding
sentence, either party may assign this Agreement and any Ancillary Agreement in
connection with a merger transaction in which such party is not the surviving
entity or the sale of all or substantially all of its assets.

Section 9.6. Severability.

      If any provision of this Agreement or any Ancillary Agreement is
determined to be invalid, illegal or unenforceable, the remaining provisions of
this Agreement or such Ancillary Agreement, as the case may be, shall remain in
full force, if the essential terms and conditions of this Agreement or such
Ancillary Agreement, as the case may be, for each party remain valid, binding
and enforceable.

Section 9.7. Entire Agreement.

      This Agreement constitutes the final agreement between the parties, and is
the complete and exclusive statement of the parties' agreement on the matters
contained herein. All prior and contemporaneous negotiations and agreements
between the parties with respect to the matters contained herein are superseded
by this Agreement. In the event of any conflict between any provision in this
Agreement and any provision in any Ancillary Agreement pertaining to the

                                      -24-


subject matter of such Ancillary Agreement, the specific provisions in such
Ancillary Agreement will control over the provisions in this Agreement.

Section 9.8. Counterparts.

      The parties may execute this Agreement in multiple counterparts, each of
which constitutes an original as against the party that signed it, and all of
which together constitute one agreement. The signatures of both parties need not
appear on the same counterpart. The delivery of signed counterparts by facsimile
or email transmission that includes a copy of the sending party's signature is
as effective as signing and delivering the counterpart in person.

Section 9.9. Expenses.

      Except as otherwise set forth herein or in any Ancillary Agreement, FNT
shall be responsible for all costs (including third party costs) incurred in
connection with this Agreement.

Section 9.10. Amendment.

      The parties may amend this Agreement only by a written agreement signed by
each party to be bound by the amendment and that identifies itself as an
amendment to this Agreement.

Section 9.11. Waiver.

      The parties may waive a provision of this Agreement only by a writing
signed by the party intended to be bound by the waiver. A party is not prevented
from enforcing any right, remedy or condition in the party's favor because of
any failure or delay in exercising any right or remedy or in requiring
satisfaction of any condition, except to the extent that the party specifically
waives the same in writing. A written waiver given for one matter or occasion is
effective only in that instance and only for the purpose stated. A waiver once
given is not to be construed as a waiver for any other matter or occasion. Any
enumeration of a party's rights and remedies in this Agreement is not intended
to be exclusive, and a party's rights and remedies are intended to be cumulative
to the extent permitted by law and include any rights and remedies authorized in
law or in equity.

Section 9.12. Authority.

      Each of the parties represents to the other that (a) it has the corporate
or other requisite power and authority to execute, deliver and perform this
Agreement and each of the Ancillary Agreements to which it is a party, (b) the
execution, delivery and performance of this Agreement and each of the Ancillary
Agreements to which it is a party have been duly authorized by all necessary
corporate or other action, (c) it has duly and validly executed and delivered
this Agreement and each of the Ancillary Agreements to which it is a party, and
(d) this Agreement and each of the Ancillary Agreements to which it is a party
is a legal, valid and binding obligation, enforceable against it in accordance
with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors' rights generally and
general equity principles.

Section 9.13. Construction of Agreement.

                                      -25-


      (a) Where this Agreement states that a party "will" or "shall" perform in
some manner or otherwise act or omit to act, it means that the party is legally
obligated to do so in accordance with this Agreement or such Ancillary
Agreement, as applicable.

      (b) The captions, titles and headings, and table of contents, included in
this Agreement are for convenience only, and do not affect this Agreement's
construction or interpretation. When a reference is made in this Agreement to an
Article or a Section, exhibit or schedule, such reference will be to an Article
or Section of, or an exhibit or schedule to, this Agreement unless otherwise
indicated.

      (c) Neither this Agreement nor any uncertainty or ambiguity herein shall
be construed against any party under any rule of construction, and no party
shall be considered the draftsman. The parties acknowledge and agree that this
Agreement has been reviewed, negotiated, and accepted by all parties and their
attorneys and shall be construed and interpreted according to the ordinary
meaning of the words used so as fairly to accomplish the purposes and intentions
of all parties hereto.

      (d) This Agreement is for the sole benefit of the parties hereto and their
respective Group members and, except for the indemnification rights of the FNF
Indemnified Parties and the FNT Indemnified Parties under this Agreement, do
not, and are not intended to, confer any rights or remedies in favor of any
Person (including any employee or stockholder of FNF or FNT) other than the
parties signing this Agreement and their respective Group members.

      (e) The words "including," "includes," or "include" are to be read as
listing non-exclusive examples of the matters referred to, whether or not words
such as "without limitation" or "but not limited to" are used in each instance.

      (f) For purposes of this Agreement, after the Distribution Date the
Transferred Businesses will be deemed to be the business of FNT and the FNT
Group, and all references made in this Agreement to FNT as a party which
operates as of a time following the Distribution Date, will be deemed to refer
to all members of the FNT Group as a single party where appropriate.

      (g) Any reference in this Agreement to a "member" of a Group means a party
to this Agreement or another Person referred to in the definition of FNT Group
or FNF Group, as applicable.

Section 9.14. Termination.

      This Agreement may be terminated only by mutual consent of both FNT and
FNF.

Section 9.15. Limitation on Damages.

      EXCEPT TO THE EXTENT OF ANY INDEMNIFICATION OBLIGATIONS HEREUNDER, BUT
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT TO THE CONTRARY, IN NO
EVENT WILL EITHER PARTY OR ANY OF ITS GROUP MEMBERS BE LIABLE FOR ANY SPECIAL,
INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST
PROFITS IN

                                      -26-


CONNECTION WITH ANY CLAIMS, LOSSES, DAMAGES, OR INJURIES ARISING OUT OF THE
CONDUCT OF SUCH PARTY PURSUANT TO THIS AGREEMENT.

                                      -27-


      In witness whereof, each of the parties has caused this Agreement to be
executed on its behalf by a duly authorized officer on the date first set forth
above.

                                             Fidelity National Financial, Inc.

                                             ___________________________________

                                             By: _______________________________
                                             Title: ____________________________

                                             Fidelity National Title Group, Inc.

                                             ___________________________________

                                             By: _______________________________
                                             Title:_____________________________

                                      -28-

                                                                    EXHIBIT 10.2


                          CORPORATE SERVICES AGREEMENT

          This Corporate Services Agreement (this "Agreement") is effective as
     of _____________, 2005 (the "Effective Date"), by and between FIDELITY
     NATIONAL TITLE GROUP, INC., a Delaware corporation ("FNT" or "PROVIDING
     PARTY"), and FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation
     ("FNF" or "RECEIVING PARTY"). FNT and FNF shall be referred to together in
     this Agreement as the "Parties" and individually as a "Party."

          WHEREAS, FNF has undertaken a strategic restructuring plan, pursuant
     to which FNT has been formed and will be the holding company for all of
     FNF's title insurance subsidiaries and operations; and

          WHEREAS, in conjunction with this restructuring plan, the Parties have
     entered into a Separation Agreement dated as of _____________, 2005 (the
     "Separation Agreement"); and

          WHEREAS, in conjunction with the Separation Agreement, the Parties
     wish to enter into this Agreement;

          NOW THEREFORE, in consideration of the premises, and of the
     representations, warranties, covenants and agreements set forth herein, and
     for other good and valuable consideration, the receipt and sufficiency of
     which are hereby acknowledged, the Parties hereto agree as follows:

                                   ARTICLE I
                               CORPORATE SERVICES

          1.1 Corporate Services. This Agreement sets forth the terms and
     conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of
     various corporate services and products, as more fully described below and
     in Schedule 1.1(a) attached hereto (the Scheduled Services, the Omitted
     Services, the Resumed Services and Special Projects (as defined below),
     collectively, the "Corporate Services").

               (a) PROVIDING PARTY, through its Subsidiaries (as defined below)
and their respective employees, agents or contractors, shall provide or cause to
be provided to RECEIVING PARTY and its Subsidiaries all services set forth on
Schedule 1.1(a) (the "Scheduled Services") on and after the Effective Date (with
such services to be provided to the RECEIVING PARTY's Subsidiaries as they
become Subsidiaries of RECEIVING PARTY, subject to the exception in clause (ii)
of Section 1.2(a)). RECEIVING PARTY shall pay fees to PROVIDING PARTY for
providing the Scheduled Services or causing the Scheduled Services to be
provided as set forth in Schedule 1.1(a). For purposes of this Agreement,
"Subsidiary" means, with respect to any Party, any corporation or other legal
entity of which such Party controls or owns, directly or indirectly, more than
fifty percent (50%) of the stock or other equity interest entitled to vote on
the election of the members to the board of directors or similar governing body,
provided, however, that when and with respect to the RECEIVING PARTY,
"Subsidiary" shall not include Fidelity National Information


                                       1



Services, Inc. or any of its Subsidiaries and shall not include PROVIDING PARTY
or its Subsidiaries.

               (b) PROVIDING PARTY, through its Subsidiaries and their
respective employees, agents or contractors, shall provide or cause to be
provided to RECEIVING PARTY and its Subsidiaries all services that PROVIDING
PARTY was performing for RECEIVING PARTY and its Subsidiaries as of the
Effective Date that pertain to and are a part of Scheduled Services under
Section 1.1(a) (with such services to be provided to the RECEIVING PARTY's
Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the
exception in clause (ii) of Section 1.2(a)), which are not expressly included in
the list of Scheduled Services in Schedule 1.1(a), but are required to conduct
the business of RECEIVING PARTY and its Subsidiaries (the "Omitted Services"),
unless RECEIVING PARTY consents in writing to the termination of such services.
Such Omitted Services shall be added to Schedule 1.1(a) and thereby become
Scheduled Services, as soon as reasonably practicable after the Effective Date
by the Parties. In the event that RECEIVING PARTY or its Subsidiaries had been
allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries for such
Omitted Services immediately prior to the Effective Date, RECEIVING PARTY shall
pay to PROVIDING PARTY for providing the Omitted Services or causing the Omitted
Services to be provided hereunder fees equal to the actual fees paid for such
Omitted Services immediately preceding the Effective Date; provided, that
payment of such fees by the RECEIVING PARTY for the Omitted Services provided
hereunder shall be retroactive to the first day of the calendar quarter in which
either Party identifies such services as Omitted Services, but in no event shall
RECEIVING PARTY be required to pay for any Omitted Services provided hereunder
by the PROVIDING PARTY or its Subsidiaries prior to the Effective Date. In the
event that RECEIVING PARTY or its Subsidiaries had not been allocated charges or
otherwise paid PROVIDING PARTY or its Subsidiaries for such Omitted Services
immediately prior to the Effective Date, the Parties shall negotiate in good
faith a fee to be based on the cost of providing such Omitted Services, which
shall in no event be less than the Default Fee (as defined below); provided,
that payment of such fees by the RECEIVING PARTY for the Omitted Services
provided hereunder by the RECEIVING PARTY shall be retroactive to the first day
of the calendar quarter in which either the Party identifies such services as
Omitted Services, but in no event shall RECEIVING PARTY be required to pay for
any such Omitted Services provided hereunder by the PROVIDING PARTY or its
Subsidiaries prior to the Effective Date. The "Default Fee" means an amount
equal to one hundred fifty percent (150%) of the salary of each full-time
employee, on an hourly basis, who provides the applicable Corporate Service or
Transition Assistance (as defined in Section 2.3).

               (c) At RECEIVING PARTY's written request, PROVIDING PARTY,
through its Subsidiaries and their respective employees, agents or contractors,
shall use commercially reasonable efforts to provide or cause to be provided to
RECEIVING PARTY and its Subsidiaries any Scheduled Service that has been
terminated at RECEIVING PARTY's request pursuant to Section 2.2 (the "Resumed
Services"); provided, that PROVIDING PARTY shall have no obligation to provide a
Resumed Service if providing such Resumed Service will have a material adverse
impact on the other Corporate Services. Schedule 1.1(a) shall from time to time
be amended to reflect the resumption of a Resumed Service and the Resumed
Service shall be set forth thereon as a Scheduled Service.


                                       2



               (d) At RECEIVING PARTY's written request, PROVIDING PARTY,
through its Subsidiaries and their respective employees, agents or contractors,
shall use commercially reasonable efforts to provide additional corporate
services that are not described in the Schedule 1.1(a) and that are neither
Omitted Services nor Resumed Services ("Special Projects"). RECEIVING PARTY
shall submit a written request to PROVIDING PARTY specifying the nature of the
Special Project and requesting an estimate of the costs applicable for such
Special Project and the expected time frame for completion. PROVIDING PARTY
shall respond promptly to such written request, but in no event later than
twenty (20) days, with a written estimate of the cost of providing such Special
Project and the expected time frame for completion (the "Cost Estimate"). If
RECEIVING PARTY provides written approval of the Cost Estimate within ten (10)
days after PROVIDING PARTY delivers the Cost Estimate, then within a
commercially reasonable time after receipt of RECEIVING PARTY's written request,
PROVIDING PARTY shall begin providing the Special Project; provided, that
PROVIDING PARTY shall have no obligation to provide a Special Project where, in
its reasonable discretion and prior to providing the Cost Estimate, it has
determined and notified RECEIVING PARTY in writing that (i) it would not be
feasible to provide such Special Project, given reasonable priority to other
demands on its resources and capacity both under this Agreement or otherwise or
(ii) it lacks the experience or qualifications to provide such Special Project.

          1.2 Provision of Corporate Services; Excused Performance. To the
     extent commercially reasonable, the Parties will work together and begin
     the process of migrating the Corporate Services from PROVIDING PARTY to
     RECEIVING PARTY, one or more of its Subsidiaries or a third party (at
     RECEIVING PARTY's direction) such that the completion of the migration of
     the Corporate Services from PROVIDING PARTY to RECEIVING PARTY, one or more
     of its Subsidiaries or a third party, as the case may be, shall occur prior
     to the end of the Term. PROVIDING PARTY shall provide or cause to be
     provided each of the Corporate Services through the expiration of the Term,
     except (i) as automatically modified by earlier termination of a Corporate
     Service by RECEIVING PARTY in accordance with this Agreement, (ii) for
     Corporate Services to or for the benefit of any entity which ceases to be a
     Subsidiary of RECEIVING PARTY prior to the end of the Term, or (iii) as
     otherwise agreed to by the Parties in writing.

          1.3 Third Party Vendors; Consents.

               (a) PROVIDING PARTY shall use its commercially reasonable efforts
to keep and maintain in effect its relationships with its vendors that are
integral to the provision of the Corporate Services. PROVIDING PARTY shall use
commercially reasonable efforts to procure any waivers, permits, consents or
sublicenses required by third party licensors, vendors or service providers
under existing agreements with such third parties in order to provide any
Corporate Services hereunder ("Third Party Consents"). In the event that
PROVIDING PARTY is unable to procure such Third Party Consents on commercially
reasonable terms, PROVIDING PARTY agrees to so notify RECEIVING PARTY, and to
assist RECEIVING PARTY with the transition to another vendor. If, after the
Effective Date, any one or more vendors (i) terminates its contractual
relationship with PROVIDING PARTY or ceases to provide the products or services
associated with the Corporate Services or (ii) notifies PROVIDING PARTY of its
desire or plan to terminate its contractual relationship with PROVIDING PARTY or
(iii) ceases providing the products or services associated with the Corporate
Services, then, in either case, PROVIDING PARTY agrees to so notify


                                       3



RECEIVING PARTY, and to assist RECEIVING PARTY with the transition to another
vendor so that RECEIVING PARTY may continue to receive similar products and
services.

               (b) PROVIDING PARTY shall not be required to transfer or assign
to RECEIVING PARTY any third party software licenses or any hardware owned by
PROVIDING PARTY or its Subsidiaries in connection with the provision of the
Corporate Services or at the conclusion of the Term.

          1.4 Dispute Resolution.

               (a) Amicable Resolution. PROVIDING PARTY and RECEIVING PARTY
mutually desire that friendly collaboration will continue between them.
Accordingly, they will try to resolve in an amicable manner all disagreements
and misunderstandings connected with their respective rights and obligations
under this Agreement, including any amendments hereto. In furtherance thereof,
in the event of any dispute or disagreement (a "Dispute") between PROVIDING
PARTY and RECEIVING PARTY in connection with this Agreement (including, without
limitation, the standards of performance, delay of performance or
non-performance of obligations, or payment or non-payment of fees hereunder),
then the Dispute, upon written request of either Party, will be referred for
resolution to the president (or similar position) of the division implicated by
the matter for each of PROVIDING PARTY and RECEIVING PARTY, which presidents
will have fifteen (15) days to resolve such Dispute. If the presidents of the
relevant divisions for each of PROVIDING PARTY and RECEIVING PARTY do not agree
to a resolution of such Dispute within fifteen (15) days after the reference of
the matter to them, such presidents of the relevant divisions will refer such
matter to the president of each of PROVIDING PARTY and RECEIVING PARTY for final
resolution. Notwithstanding anything to the contrary in this Section 1.4, any
amendment to the terms of this Agreement may only be effected in accordance with
Section 11.10.

               (b) Arbitration. In the event that the Dispute is not resolved in
a friendly manner as set forth in Section 1.4(a), either Party involved in the
Dispute may submit the dispute to binding arbitration pursuant to this Section
1.4(b). All Disputes submitted to arbitration pursuant to this Section 1.4(b)
shall be resolved in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, unless the Parties involved mutually agree to
utilize an alternate set of rules, in which event all references herein to the
American Arbitration Association shall be deemed modified accordingly. Expedited
rules shall apply regardless of the amount at issue. Arbitration proceedings
hereunder may be initiated by either Party making a written request to the
American Arbitration Association, together with any appropriate filing fee, at
the office of the American Arbitration Association in Orlando, Florida. All
arbitration proceedings shall be held in the city of Jacksonville, Florida in a
location to be specified by the arbitrators (or any place agreed to by the
Parties and the arbitrators). The arbitration shall be by a single qualified
arbitrator experienced in the matters at issue, such arbitrator to be mutually
agreed upon by PROVIDING PARTY and RECEIVING PARTY. If PROVIDING PARTY and
RECEIVING PARTY fail to agree on an arbitrator within thirty (30) days after
notice of commencement of arbitration, the American Arbitration Association
shall, upon the request of any Party to the Dispute, appoint the arbitrator. Any
order or determination of the arbitral tribunal shall be final and binding upon
the Parties to the arbitration as to matters submitted and may be enforced by
any Party to the Dispute in any court having jurisdiction over the subject
matter or over any of the Parties. All costs and expenses incurred in connection
with any such arbitration proceeding (including reasonable


                                       4



attorneys' fees) shall be borne by the Party incurring such costs. The use of
any alternative dispute resolution procedures hereunder will not be construed
under the doctrines of laches, waiver or estoppel to affect adversely the rights
of either Party.

               (c) Non-Exclusive Remedy. Nothing in this Section 1.4 will
prevent either PROVIDING PARTY or RECEIVING PARTY from immediately seeking
injunctive or interim relief in the event (i) of any actual or threatened breach
of any of the provisions of Article VIII or (ii) that the Dispute relates to, or
involves a claim of, actual or threatened infringement of intellectual property.
All such actions for injunctive or interim relief shall be brought in a court of
competent jurisdiction in accordance with Section 11.6. Such remedy shall not be
deemed to be the exclusive remedy for breach of this Agreement, and further
remedies may be pursued in accordance with Section 1.4(a) and Section 1.4(b)
above.

               (d) Commencement of Dispute Resolution Procedure. Notwithstanding
anything to the contrary in this Agreement, PROVIDING PARTY and RECEIVING PARTY,
but none of their respective Subsidiaries, are entitled to commence a dispute
resolution procedure under this Agreement, whether pursuant to Article XI, this
Section 1.4 or otherwise, and each Party will cause its respective affiliates
not to commence any dispute resolution procedure other than through such Party
as provided in this Section 1.4(d).

               (e) Compensation. RECEIVING PARTY shall continue to make all
payments due and owing under Article III for Corporate Services not the subject
of a Dispute and shall not off-set such fees by the amount of fees for Corporate
Services that are the subject of the Dispute.

          1.5 Standard of Services.

               (a) PROVIDING PARTY shall perform the Corporate Services for
RECEIVING PARTY in a professional and competent manner, using standards of
performance consistent with its performance of such services for itself.

               (b) During the Term, PROVIDING PARTY shall maintain a disaster
recovery program for the Corporate Services substantially consistent with the
disaster recovery program in place for such Corporate Services as of the
Effective Date. For the avoidance of doubt, the disaster recovery program
maintained by PROVIDING PARTY will not include a business continuity program.

               (c) If RECEIVING PARTY provides PROVIDING PARTY with written
notice ("Shortfall Notice") of the occurrence of any Significant Service
Shortfall (as defined below), as determined by RECEIVING PARTY in good faith,
PROVIDING PARTY shall rectify such Significant Service Shortfall as soon as
reasonably possible. For purposes of this Section 1.5(c), a "Significant Service
Shortfall" shall be deemed to have occurred if the timing or quality of
performance of Corporate Services provided by PROVIDING PARTY hereunder falls
below the standard required by Section 1.5(a) hereof; provided that PROVIDING
PARTY's obligations under this Agreement shall be relieved to the extent, and
for the duration of, any force majeure event as set forth in Article V.

          1.6 Response Time. PROVIDING PARTY shall respond to and resolve any
     problems in connection with the Corporate Services for RECEIVING PARTY
     within a


                                       5



     commercially reasonable period of time, using response and proposed
     resolution times consistent with its response and resolution of such
     problems for itself.

          1.7 Ownership of Materials; Results and Proceeds. All data and
     information submitted to PROVIDING PARTY by RECEIVING PARTY, in connection
     with the Corporate Services or the Transition Assistance (as defined in
     Section 2.3) (the "RECEIVING PARTY Data"), and all results and proceeds of
     the Corporate Services and the Transition Assistance with regard to the
     RECEIVING PARTY Data, is and will remain, as between the Parties, the
     property of the RECEIVING PARTY. The PROVIDING PARTY shall not and shall
     not permit its Subsidiaries to use the RECEIVING PARTY Data for any purpose
     other than to provide the Corporate Services or Transition Assistance.

                                   ARTICLE II
                         TERM AND TRANSITION ASSISTANCE

          2.1 Term. The term (the "Term") of this Agreement shall commence as of
     the date hereof and shall continue until the date on which the last of the
     Scheduled Services under this Agreement is terminated or the date on which
     this Agreement is terminated by mutual agreement of the Parties, whichever
     is earlier (in either case, the "Termination Date"); provided, however,
     that in no event shall the Term:

               (a) expire later than the date that is six (6) months after any
event or circumstance causing FNF to own or control, directly or indirectly,
fifty percent (50%) or less of the stock, or other equity interest entitled to
vote on the election of the members to the board of directors or similar
governing body, of FNT, and

               (b) continue, with respect to any entity that ceases to be a
Subsidiary of RECEIVING PARTY prior to the end of the Term, from and after the
date that such entity ceases to be a Subsidiary of RECEIVING PARTY.

          2.2 Termination.

               (a) If RECEIVING PARTY is not able to complete its transition of
the Corporate Services by the Termination Date, then upon written notice
provided to PROVIDING PARTY at least thirty (30) days prior to the Termination
Date, RECEIVING PARTY shall have the right to request and cause PROVIDING PARTY
to provide up to thirty (30) days of additional Corporate Services to RECEIVING
PARTY; provided, that RECEIVING PARTY shall pay for all such additional
Corporate Services.

               (b) If RECEIVING PARTY wishes to terminate a Corporate Service
(or a portion thereof) on a date that is earlier than the Termination Date,
RECEIVING PARTY shall provide written notice (the "Termination Notice") to
PROVIDING PARTY of a proposed termination date for such Corporate Service (or
portion thereof), at least ninety (90) days prior to such proposed termination
date. Upon receipt of such notice, PROVIDING PARTY shall promptly provide notice
to RECEIVING PARTY (the "Termination Dispute Notice") in the event that the
PROVIDING PARTY believes in good faith that, notwithstanding the PROVIDING PARTY
using its commercially reasonable efforts, the requested termination will have a
material adverse impact on other Corporate Services and the scope of such
adverse impact. In such event, the Parties will


                                       6



resolve the dispute in accordance with Section 1.4. If PROVIDING PARTY does not
provide the Termination Dispute Notice, based on the standards set forth above,
within ten (10) days of the date on which the Termination Notice was received,
then, effective on the termination date proposed by RECEIVING PARTY in its
Termination Notice, such Corporate Service (or portion thereof) shall be
discontinued (thereafter, a "Discontinued Corporate Service") and deemed deleted
from the Scheduled Services to be provided hereunder and thereafter, this
Agreement shall be of no further force and effect with respect to the
Discontinued Corporate Service (or portion thereof), except as to obligations
accrued prior to the date of discontinuation of such Corporate Service (or
portion thereof). Upon the occurrence of any Discontinued Corporate Service, the
Parties shall promptly update Schedule 1.1(a) to reflect the discontinuation,
and the Corporate Service Fees shall be adjusted in accordance therewith and the
provisions of Article III. Notwithstanding anything to the contrary contained
herein, at any time that employees of PROVIDING PARTY or its Subsidiaries move
to a department within RECEIVING PARTY or its Subsidiaries (an "Employee
Shift"), a proportional portion of the relevant Corporate Service shall be
deemed automatically terminated. If a Corporate Service, or portion thereof, is
terminated as a result of an Employee Shift, then such termination shall take
effect as of the date of the Employee Shift, and the adjustment in Corporate
Service Fees shall also take effect as of the date of the Employee Shift.

               (c) If all Corporate Services shall have been terminated under
this Section 2.2 prior to the expiration of the Term, then either Party shall
have the right to terminate this Agreement by giving written notice to the other
Party, which termination shall be effective upon delivery as provided in Section
6.1.

          2.3 Transition Assistance. In preparation for the discontinuation of
     any Corporate Service provided under this Agreement, PROVIDING PARTY shall,
     consistent with its obligations to provide Corporate Services hereunder and
     with the cooperation and assistance of RECEIVING PARTY, use commercially
     reasonable efforts to provide such knowledge transfer services and to take
     such steps as are reasonably required in order to facilitate a smooth and
     efficient transition and/or migration of records to the RECEIVING PARTY or
     its Subsidiaries (or at RECEIVING PARTY's direction, to a third party) and
     responsibilities so as to minimize any disruption of services ("Transition
     Assistance"). RECEIVING PARTY shall cooperate with PROVIDING PARTY to allow
     PROVIDING PARTY to complete the Transition Assistance as early as is
     commercially reasonable to do so. Fees for any Transition Assistance shall
     be determined in accordance with the calculation formula and methods
     applicable to the Scheduled Services that are most similar in nature to the
     Transition Assistance being so provided, as set forth on the applicable
     section of Schedule 1.1(a).

          2.4 Return of Materials. As a Corporate Service or Transition
     Assistance is terminated, each Party will return all materials and property
     owned by the other Party, including, without limitation, all RECEIVING
     PARTY Data, if any, and materials and property of a proprietary nature
     involving a Party or its Subsidiaries relevant to the provision or receipt
     of that Corporate Service or Transition Assistance and no longer needed
     regarding the performance of other Corporate Services or other Transition
     Assistance under this Agreement, and will do so (and will cause its
     Subsidiaries to do so) within thirty (30) days after the applicable
     termination. Upon the end of the Term, each Party will return all material
     and property of a proprietary nature involving the other Party or its
     Subsidiaries, in its possession or control (or the possession or control of
     an affiliate) within thirty (30) days after the end of the Term. In
     addition, upon


                                       7



     RECEIVING PARTY's request, PROVIDING PARTY agrees to provide to RECEIVING
     PARTY copies of RECEIVING PARTY's Data, files and records on magnetic
     media, or such other media as the Parties shall agree upon, to the extent
     practicable. PROVIDING PARTY may retain archival copies of RECEIVING
     PARTY's Data, files and records.

                                  ARTICLE III
               COMPENSATION AND PAYMENT ARRANGEMENTS FOR CORPORATE
                          SERVICES AND CORPORATE MARKS

          3.1 Compensation for Corporate Services.

               (a) In accordance with the payment terms described in Section 3.2
below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation for
the Corporate Services provided hereunder, all fees as contemplated in Section
1.1 (the "Corporate Service Fees") and in Section 2.3 (the "Transition
Assistance Fees").

               (b) Without limiting the foregoing, the parties acknowledge that
RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for its
payment of, all Out of Pocket Costs (as defined below); provided, however, that
the incurrence of any liability by RECEIVING PARTY or any of its Subsidiaries
for any New Out of Pocket Cost (as defined below) that requires the payment by
RECEIVING PARTY or one of its Subsidiaries of more than $50,000, on an
annualized basis, shall require the prior written approval of a full-time
employee of RECEIVING PARTY or one of its Subsidiaries. For purposes hereof, the
term "Out of Pocket Costs" means all fees, costs or other expenses payable by
RECEIVING PARTY or its Subsidiaries to third parties that are not affiliates of
PROVIDING PARTY in connection with Services provided hereunder; and the term
"New Out of Pocket Cost" means any Out of Pocket Cost incurred after the
Effective Date that is not a continuation of services provided to FNF or one of
its Subsidiaries in the ordinary course of business consistent with past
practices and for which FNF had paid or reimbursed a portion thereof prior to
the Effective Date.

          3.2 Payment Terms. The PROVIDING PARTY shall invoice the RECEIVING
     PARTY on a monthly basis in arrears for Corporate Service Fees plus
     Transition Assistance Fees, as calculated in accordance with Section 3.1
     and Schedule 1.1(a). In addition, the PROVIDING PARTY shall promptly notify
     the RECEIVING PARTY, no more frequently than monthly, of the aggregate
     amount of Out of Pocket Costs to be reimbursed or paid. The RECEIVING PARTY
     shall pay by electronic funds transfer or other method satisfactory to
     PROVIDING PARTY and RECEIVING PARTY, in full, the monthly amount so
     invoiced and the Out of Pocket Costs incurred, within thirty (30) days
     after the date on which the PROVIDING PARTY's monthly invoice or
     notification of Out of Pocket Costs, as the case may be, was received. All
     invoices shall include, without limitation, the category of applicable
     Corporate Service or Transition Assistance Service (as the case may be), a
     brief description of the Out of Pocket Costs (if applicable), the billing
     period, and such other information as RECEIVING PARTY may reasonably
     request. Should RECEIVING PARTY dispute any portion of the amount due on
     any invoice or require any adjustment to an invoiced amount, or dispute any
     Out of Pocket Costs for which it received notification, then RECEIVING
     PARTY shall notify PROVIDING PARTY in writing of the nature and basis of
     the dispute and/or adjustment as soon as reasonably possible using, if
     necessary, the dispute resolution procedures


                                       8



     set forth in Section 1.4. The Parties shall use their reasonable best
     efforts to resolve the dispute prior to the payment due date.

          3.3 Audit Rights. Upon reasonable advance notice from RECEIVING PARTY,
     PROVIDING PARTY shall permit RECEIVING PARTY to perform annual audits of
     PROVIDING PARTY's records only with respect to amounts invoiced and
     Out-of-Pocket Costs invoiced pursuant to this Article III. Such audits
     shall be conducted during PROVIDING PARTY's regular office hours and
     without disruption to PROVIDING PARTY's business operations and shall be
     performed at RECEIVING PARTY's sole expense.

                                   ARTICLE IV
                             LIMITATION OF LIABILITY

          4.1 LIMITATION OF LIABILITY. THE LIABILITY OF EITHER PARTY FOR A CLAIM
     ASSERTED BY THE OTHER PARTY BASED ON BREACH OF ANY COVENANT, AGREEMENT OR
     UNDERTAKING REQUIRED BY THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE,
     THE FEES PAYABLE BY RECEIVING PARTY TO PROVIDING PARTY DURING THE ONE (1)
     YEAR PERIOD PRECEDING THE BREACH FOR THE PARTICULAR CORPORATE SERVICE
     AFFECTED BY SUCH BREACH UNDER THIS AGREEMENT; PROVIDED THAT SUCH LIMITATION
     SHALL NOT APPLY IN RESPECT OF ANY CLAIMS BASED ON A PARTY'S (i) GROSS
     NEGLIGENCE, (ii) WILLFUL MISCONDUCT, (iii) IMPROPER USE OR DISCLOSURE OF
     CUSTOMER INFORMATION, (iv) VIOLATIONS OF LAW, OR (v) INFRINGEMENT OF THE
     INTELLECTUAL PROPERTY RIGHTS OF A PERSON OR ENTITY WHO IS NOT A PARTY
     HERETO OR THE SUBSIDIARY OF A PARTY HERETO.

          4.2 DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
     INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGE OF ANY KIND
     WHATSOEVER; PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY
     UNDER ARTICLE X IS REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT,
     COLLATERAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON
     OR ENTITY WHO IS NOT A PARTY OR A SUBSIDIARY OF THE INDEMNIFIED PARTY IN
     CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL CONSTITUTE DIRECT
     DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN THIS ARTICLE
     IV.

                                   ARTICLE V
                                  FORCE MAJEURE

          Neither Party shall be held liable for any delay or failure in
     performance of any part of this Agreement from any cause beyond its
     reasonable control and without its fault or negligence, including, but not
     limited to, acts of God, acts of civil or military authority, embargoes,
     epidemics, war, terrorist acts, riots, insurrections, fires, explosions,
     earthquakes, hurricanes, tornadoes, nuclear accidents, floods, strikes,
     terrorism and power blackouts. Upon the occurrence of a condition described
     in this Article, the Party whose performance is prevented shall give
     written notice to the other Party, and the Parties shall promptly confer,
     in good faith, to


                                       9



     agree upon equitable, reasonable action to minimize the impact, on both
     Parties, of such conditions.

                                   ARTICLE VI
                               NOTICES AND DEMANDS

          6.1 Notices. Except as otherwise provided under this Agreement
     (including Schedule 1.1(a)), all notices, demands or requests which may be
     given by any Party to the other Party shall be in writing and shall be
     deemed to have been duly given on the date delivered in person, or sent via
     telefax, or on the next business day if sent by overnight courier, or on
     the date of the third business day after deposit, postage prepaid, in the
     United States Mail via Certified Mail return receipt requested, and
     addressed as set forth below:

         If to RECEIVING PARTY, to:

         Fidelity National Financial, Inc.
         601 Riverside Avenue
         Jacksonville, Florida 32204
         Attention: General Counsel

         If to PROVIDING PARTY, to:

         Fidelity National Title Group, Inc.
         601 Riverside Avenue
         Jacksonville, Florida 32204
         Attention: General Counsel

     The address to which such notices, demands, requests, elections or other
     communications are to be given by either Party may be changed by written
     notice given by such Party to the other Party pursuant to Section 6.1 and
     this Section 6.2.

                                  ARTICLE VII
                                    REMEDIES

          7.1 Remedies Upon Material Breach. In the event of material breach of
     any provision of this Agreement by a Party, the non-defaulting Party shall
     give the defaulting Party written notice, and:

               (a) If such breach is for RECEIVING PARTY's non-payment of an
amount that is not in dispute, the defaulting Party shall cure the breach within
thirty (30) calendar days of such notice. If the defaulting Party does not cure
such breach by such date, then the defaulting Party shall pay the non-defaulting
Party the undisputed amount, any interest that has accrued hereunder through the
expiration of the cure period plus an additional amount of interest equal to
four percent (4%) per annum above the "prime rate" as announced in the most
recent edition of the Wall Street Journal. The Parties agree that this rate of
interest constitutes reasonable liquidated damages and not an unenforceable
penalty.


                                       10



               (b) If such breach is for any other material failure to perform
in accordance with this Agreement, the defaulting Party shall cure such breach
within thirty (30) calendar days of the date of such notice. If the defaulting
Party does not cure such breach within such period, then the defaulting Party
shall pay the non-defaulting Party all of the non-defaulting Party's actual
damages, subject to Article IV above.

          7.2 Survival Upon Expiration or Termination. The provisions of Section
     1.4 (Dispute Resolution), Section 2.4 (Return of Materials), Article IV
     (Limitation of Liability), Article VI (Notices and Demands), this Section
     7.2, Article VIII (Confidentiality), Article X (Indemnification) and
     Article XI (Miscellaneous) shall survive the termination or expiration of
     this Agreement unless otherwise agreed to in writing by both Parties.

                                  ARTICLE VIII
                                 CONFIDENTIALITY

          8.1 Confidential Information. Each Party shall use at least the same
     standard of care in the protection of Confidential Information of the other
     Party as it uses to protect its own confidential or proprietary
     information; provided that such Confidential Information shall be protected
     in at least a reasonable manner. For purposes of this Agreement,
     "Confidential Information" includes all confidential or proprietary
     information and documentation of either Party, including the terms of this
     Agreement, including with respect to each Party, all of its software, data,
     financial information all reports, exhibits and other documentation
     prepared by any of its Subsidiaries or affiliates. Each Party shall use the
     Confidential Information of the other Party only in connection with the
     purposes of this Agreement and shall make such Confidential Information
     available only to its employees, subcontractors, or agents having a "need
     to know" with respect to such purpose. Each Party shall advise its
     respective employees, subcontractors, and agents of such Party's
     obligations under this Agreement. The obligations in this Section 8.1 will
     not restrict disclosure by a Party pursuant to applicable law, or by order
     or request of any court or government agency; provided, that prior to such
     disclosure the receiving Party shall (a) immediately give notice to the
     disclosing Party, (b) cooperate with the disclosing Party in challenging
     the right to such access and (c) only provide such information as is
     required by law, such order or a final, non-appealable ruling of a court of
     proper jurisdiction Confidential Information of a Party will not be
     afforded the protection of this Article VIII if such Confidential
     Information was (A) developed by the other Party independently as shown by
     its written business records regularly kept, (B) rightfully obtained by the
     other Party without restriction from a third party, (C) publicly available
     other than through the fault or negligence of the other Party or (D)
     released by the disclosing Party without restriction to anyone.

          8.2 Work Product Privilege. RECEIVING PARTY represents and PROVIDING
     PARTY acknowledges that, in the course of providing Corporate Services
     pursuant to this Agreement, PROVIDING PARTY may have access to (a)
     documents, data, databases or communications that are subject to attorney
     client privilege and/or (b) privileged work product prepared by or on
     behalf of the affiliates of RECEIVING PARTY in anticipation of litigation
     with third parties (collectively, the "Privileged Work Product") and
     RECEIVING PARTY represents and PROVIDING PARTY understands that all
     Privileged Work Product is protected from disclosure by Rule 26 of the
     Federal Rules of Civil Procedure and the equivalent rules and regulations
     under the law chosen to govern the construction of this Agreement.
     RECEIVING


                                       11



     PARTY represents and PROVIDING PARTY understands the importance of
     maintaining the strict confidentiality of the Privileged Work Product to
     protect the attorney client privilege, work product doctrine and other
     privileges and rights associated with such Privileged Work Product pursuant
     to such Rule 26 and the equivalent rules and regulations under the law
     chosen to govern the construction of this Agreement. After PROVIDING PARTY
     is notified or otherwise becomes aware that documents, data, database, or
     communications are Privileged Work Product, only PROVIDING PARTY personnel
     for whom such access is necessary for the purposes of providing Services to
     RECEIVING PARTY as provided in this Agreement shall have access to such
     Privileged Work Product. Should PROVIDING PARTY ever be notified of any
     judicial or other proceeding seeking to obtain access to Privileged Work
     Product, PROVIDING PARTY shall (A) immediately give notice to RECEIVING
     PARTY, (B) cooperate with RECEIVING PARTY in challenging the right to such
     access and (C) only provide such information as is required by a final,
     non-appealable ruling of a court of proper jurisdiction. RECEIVING PARTY
     shall pay all of the cost incurred by PROVIDING PARTY in complying with the
     immediately preceding sentence. RECEIVING PARTY has the right and duty to
     represent PROVIDING PARTY in such resistance or to select and compensate
     counsel to so represent PROVIDING PARTY or to reimburse PROVIDING PARTY for
     reasonable attorneys' fees and expenses as such fees and expenses are
     incurred in resisting such access. If PROVIDING PARTY is ultimately
     required, pursuant to an order of a court of competent jurisdiction, to
     produce documents, disclose data, or otherwise act in contravention of the
     confidentiality obligations imposed in this Article VIII, or otherwise with
     respect to maintaining the confidentiality, proprietary nature, and secrecy
     of Privileged Work Product, PROVIDING PARTY is not liable for breach of
     such obligation to the extent such liability does not result from failure
     of PROVIDING PARTY to abide by the terms of this Article VIII. All
     Privileged Work Product is the property of RECEIVING PARTY and will be
     deemed Confidential Information, except as specifically authorized in this
     Agreement or as shall be required by law.

          8.3 Unauthorized Acts. Each Party shall (a) notify the other Party
     promptly of any unauthorized possession, use, or knowledge of any
     Confidential Information by any person which shall become known to it, any
     attempt by any person to gain possession of Confidential Information
     without authorization or any attempt to use or acquire knowledge of any
     Confidential Information without authorization (collectively, "Unauthorized
     Access"), (b) promptly furnish to the other Party full details of the
     Unauthorized Access and use reasonable efforts to assist the other Party in
     investigating or preventing the reoccurrence of any Unauthorized Access,
     (c) cooperate with the other Party in any litigation and investigation
     against third parties deemed necessary by such Party to protect its
     proprietary rights, and (d) use commercially reasonable efforts to prevent
     a reoccurrence of any such Unauthorized Access.

          8.4 Publicity. Except as required by law or national stock exchange
     rule or as allowed by any Ancillary Agreement, neither Party shall issue
     any press release, distribute any advertising, or make any public
     announcement or disclosure (a) identifying the other Party by name,
     trademark or otherwise or (b) concerning this Agreement without the other
     Party's prior written consent. Notwithstanding the foregoing sentence, in
     the event either Party is required to issue a press release relating to
     this Agreement or any of the transactions contemplated by this Agreement,
     or by the laws or regulations of any governmental authority, agency or
     self-regulatory agency, such Party shall (A) give notice and a copy of the
     proposed press release to the other Party as far in advance as reasonably
     possible, but in any event not less than five (5)


                                       12



     days prior to publication of such press release and (B) make any changes to
     such press release reasonably requested by the other Party. In addition,
     RECEIVING PARTY may communicate the existence of the business relationship
     contemplated by the terms of this Agreement internally within PROVIDING
     PARTY's organization and orally and in writing communicate PROVIDING
     PARTY's identity as a reference with potential and existing customers.

          8.5 Data Privacy. (a) Where, in connection with this Agreement,
     PROVIDING PARTY processes or stores information about a living individual
     that is held in automatically processable form (for example in a
     computerized database) or in a structured manual filing system ("Personal
     Data"), on behalf of any Subsidiaries of RECEIVING PARTY or their clients,
     then PROVIDING PARTY shall implement appropriate measures to protect those
     personal data against accidental or unlawful destruction or accidental
     loss, alteration, unauthorized disclosure or access and shall use such data
     solely for purposes of carrying out its obligations under this Agreement.

               (b) RECEIVING PARTY may instruct PROVIDING PARTY, where PROVIDING
PARTY processes Personal Data on behalf of Subsidiaries of RECEIVING PARTY, to
take such steps to preserve data privacy in the processing of those Personal
Data as are reasonably necessary for the performance of this Agreement.

               (c) Subsidiaries of RECEIVING PARTY may, in connection with this
Agreement, collect Personal Data in relation to PROVIDING PARTY and PROVIDING
PARTY's employees, directors and other officers involved in providing Corporate
Services hereunder. Such Personal Data may be collected from PROVIDING PARTY,
its employees, its directors, its officers, or from other (for example,
published) sources; and some limited personal data may be collected indirectly
at RECEIVING PARTY's (or Subsidiaries of RECEIVING PARTY's) locations from
monitoring devices or by other means (e.g., telephone logs, closed circuit TV
and door entry systems). Nothing in this Section 8.5(c) obligates PROVIDING
PARTY or PROVIDING PARTY's employees, directors or other officers to provide
Personal Data requested by RECEIVING PARTY. The Subsidiaries of RECEIVING PARTY
may use and disclose any such data disclosed by PROVIDING PARTY solely for
purposes connected with this Agreement and for the relevant purposes specified
in the data privacy policy of the Subsidiary of RECEIVING PARTY (a copy of which
is available on request.) RECEIVING PARTY will maintain the same level of
protection for Personal Data collected from PROVIDING PARTY (and PROVIDING
PARTY's employees, directors and officers, as appropriate) as RECEIVING PARTY
maintains with its own Personal Data, and will implement appropriate
administrative, physical and technical measures to protect the personal data
collected from PROVIDING PARTY and PROVIDING PARTY's employees, directors and
other officers against accidental or unlawful destruction or accidental loss,
alternation, unauthorized disclosure or access.

                                   ARTICLE IX
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE
IN THIS AGREEMENT, PROVIDING PARTY HAS NOT MADE AND DOES NOT HEREBY MAKE ANY
EXPRESS OR IMPLIED REPRESENTATIONS,


                                       13



WARRANTIES OR COVENANTS, STATUTORY OR OTHERWISE, OF ANY NATURE, INCLUDING WITH
RESPECT TO THE WARRANTIES OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING
BUSINESS. ALL OTHER REPRESENTATIONS, WARRANTIES, AND COVENANTS, EXPRESS OR
IMPLIED, STATUTORY, COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH
RESPECT TO THE WARRANTIES OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR
FITNESS FOR ANY PARTICULAR PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING
BUSINESS ARE HEREBY DISCLAIMED BY PROVIDING PARTY.

                                   ARTICLE X
                                 INDEMNIFICATION

          10.1 Indemnification.

               (a) Subject to Article IV, RECEIVING PARTY will indemnify, defend
and hold harmless PROVIDING PARTY, each Subsidiary of PROVIDING PARTY, each of
their respective past and present directors, officers, employees, agents,
consultants, advisors, accountants and attorneys ("Representatives"), and each
of their respective successors and assigns (collectively, the "PROVIDING PARTY
Indemnified Parties") from and against any and all Damages (as defined below)
incurred or suffered by the PROVIDING PARTY Indemnified Parties arising or
resulting from the provision of Corporate Services hereunder, which Damages
shall be reduced to the extent of:

               (i) Damages caused or contributed to by PROVIDING PARTY's
          negligence, willful misconduct or violation or law; or

               (ii) Damages caused or contributed to by a breach of this
          Agreement by PROVIDING PARTY.

     "Damages" means, subject to Article IV hereof, all losses, claims, demands,
     damages, liabilities, judgments, dues, penalties, assessments, fines
     (civil, criminal or administrative), costs, liens, forfeitures,
     settlements, fees or expenses (including reasonable attorneys' fees and
     expenses and any other expenses reasonably incurred in connection with
     investigating, prosecuting or defending a claim or Action).

               (b) Except as set forth in this Section 10.1(b), PROVIDING PARTY
will have no liability to RECEIVING PARTY for or in connection with any of the
Corporate Services rendered hereunder or for any actions or omissions of
PROVIDING PARTY in connection with the provision of any Corporate Services
hereunder. Subject to the provisions hereof and subject to Article IV, PROVIDING
PARTY will indemnify, defend and hold harmless RECEIVING PARTY, each Subsidiary
of RECEIVING PARTY, each of their respective past and present Representatives,
and each of their respective successors and assigns (collectively, the
"RECEIVING PARTY Indemnified Parties") from and against any and all Damages
incurred or suffered by the RECEIVING PARTY Indemnified Parties arising or
resulting from either of the following:


                                       14



               (i) any claim that PROVIDING PARTY's use of the software or other
          intellectual property used to provide the Corporate Services or
          Transition Assistance, or any results and proceeds of such Corporate
          Services or Transition Assistance, infringes, misappropriates or
          otherwise violates any United States patent, copyright, trademark,
          trade secret or other intellectual property rights; provided, that
          such intellectual property indemnity shall not apply to the extent
          that any such claim arises out of any modification to such software or
          other intellectual property made by RECEIVING PARTY without PROVIDING
          PARTY's authorization or participation, or

               (ii) PROVIDING PARTY's gross negligence, willful misconduct,
          improper use or disclosure of customer information or violations of
          law;

     provided, that in each of the cases described in subclauses (i) through
     (ii) above, the amount of Damages incurred or sustained by RECEIVING PARTY
     shall be reduced to the extent such Damages shall have been caused or
     contributed to by any action or omission of RECEIVING PARTY in amounts
     equal to RECEIVING PARTY's equitable share of such Damages determined in
     accordance with its relative culpability for such Damages or the relative
     fault of RECEIVING PARTY or its Subsidiaries.

          10.2 Indemnification Procedures.

               (a) Claim Notice. A Party that seeks indemnity under this Article
X (an "Indemnified Party") will give written notice (a "Claim Notice") to the
Party from whom indemnification is sought (an "Indemnifying Party"), whether the
Damages sought arise from matters solely between the Parties or from Third Party
Claims. The Claim Notice must contain (i) a description and, if known, estimated
amount (the "Claimed Amount") of any Damages incurred or reasonably expected to
be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis
for the Claim Notice to the extent of facts then known by the Indemnified Party,
and (iii) a demand for payment of those Damages. No delay or deficiency on the
part of the Indemnified Party in so notifying the Indemnifying Party will
relieve the Indemnifying Party of any liability for Damages or obligation
hereunder except to the extent of any Damages caused by or arising out of such
failure.

               (b) Response to Notice of Claim. Within thirty (30) days after
delivery of a Claim Notice, the Indemnifying Party will deliver to the
Indemnified Party a written response in which the Indemnifying Party will
either: (i) agree that the Indemnified Party is entitled to receive all of the
Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed
Amount in accordance with a payment and distribution method reasonably
acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party
is entitled to receive all or any portion of the Claimed Amount, in which case,
the Parties will resort to the dispute resolution procedures set forth in
Section 1.4.

               (c) Contested Claims. In the event that the Indemnifying Party
disputes the Claimed Amount, as soon as practicable but in no event later than
ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii)
hereof, the Parties will begin the process to resolve the matter in accordance
with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate
resolution


                                       15



thereof, the Parties will take such actions as are reasonably necessary to
comply with such agreement or instructions.

               (d) Third Party Claims.

                    (i) In the event that the Indemnified Party receives notice
               or otherwise learns of the assertion by a person or entity who is
               not a Party hereto or a Subsidiary of a Party hereto of any claim
               or the commencement of any action (a "Third-Party Claim") with
               respect to which the Indemnifying Party may be obligated to
               provide indemnification under this Article X, the Indemnified
               Party will give written notification to the Indemnifying Party of
               the Third-Party Claim. Such notification will be given within
               fifteen (15) days after receipt by the Indemnified Party of
               notice of such Third-Party Claim, will be accompanied by
               reasonable supporting documentation submitted by such third party
               (to the extent then in the possession of the Indemnified Party)
               and will describe in reasonable detail (to the extent known by
               the Indemnified Party) the facts constituting the basis for such
               Third-Party Claim and the amount of the claimed Damages;
               provided, however, that no delay or deficiency on the part of the
               Indemnified Party in so notifying the Indemnifying Party will
               relieve the Indemnifying Party of any liability for Damages or
               obligation hereunder except to the extent of any Damages caused
               by or arising out of such failure. Within twenty (20) days after
               delivery of such notification, the Indemnifying Party may, upon
               written notice thereof to the Indemnified Party, assume control
               of the defense of such Third-Party Claim with counsel reasonably
               satisfactory to the Indemnified Party. During any period in which
               the Indemnifying Party has not so assumed control of such
               defense, the Indemnified Party will control such defense.

                    (ii) The Party not controlling such defense (the
               "Non-controlling Party") may participate therein at its own
               expense.

                    (iii) The Party controlling such defense (the "Controlling
               Party") will keep the Non-controlling Party reasonably advised of
               the status of such Third-Party Claim and the defense thereof and
               will consider in good faith recommendations made by the
               Non-controlling Party with respect thereto. The Non-controlling
               Party will furnish the Controlling Party with such Information as
               it may have with respect to such Third-Party Claim (including
               copies of any summons, complaint or other pleading which may have
               been served on such Party and any written claim, demand, invoice,
               billing or other document evidencing or asserting the same) and
               will otherwise cooperate with and assist the Controlling Party in
               the defense of such Third-Party Claim.

                    (iv) The Indemnifying Party will not agree to any settlement
               of, or the entry of any judgment arising from, any such
               Third-Party Claim without the prior written consent of the
               Indemnified Party, which consent will not be unreasonably
               withheld or delayed; provided, however, that the consent of the
               Indemnified Party will not be required if (A) the Indemnifying
               Party agrees in writing to pay any amounts payable pursuant to
               such settlement or judgment, and (B) such settlement


                                       16



               or judgment includes a full, complete and unconditional release
               of the Indemnified Party from further Liability. The Indemnified
               Party will not agree to any settlement of, or the entry of any
               judgment arising from, any such Third-Party Claim without the
               prior written consent of the Indemnifying Party, which consent
               will not be unreasonably withheld or delayed.

                                   ARTICLE XI
                                  MISCELLANEOUS

     11.1 Relationship of the Parties. The Parties declare and agree that each
Party is engaged in a business that is independent from that of the other Party
and each Party shall perform its obligations as an independent contractor. It is
expressly understood and agreed that RECEIVING PARTY and PROVIDING PARTY are not
partners, and nothing contained herein is intended to create an agency
relationship or a partnership or joint venture with respect to the Corporate
Services. Neither Party is an agent of the other and neither Party has any
authority to represent or bind the other Party as to any matters, except as
authorized herein or in writing by such other Party from time to time.

     11.2 Employees. (a) PROVIDING PARTY shall be solely responsible for payment
of compensation to its employees and, as between the Parties, for its
Subsidiaries' employees and for any injury to them in the course of their
employment. PROVIDING PARTY shall assume full responsibility for payment of all
federal, state and local taxes or contributions imposed or required under
unemployment insurance, social security and income tax laws with respect to such
persons.

               (b) RECEIVING PARTY shall be solely responsible for payment of
compensation to its employees and, as between the Parties, for its Subsidiaries'
employees and for any injury to them in the course of their employment.
RECEIVING PARTY shall assume full responsibility for payment of all federal,
state and local taxes or contributions imposed or required under unemployment
insurance, social security and income tax laws with respect to such persons.

     11.3 Assignment. Neither Party may, in connection with a sale of an asset
to which one or more of the Corporate Services relate, assign, transfer or
convey any right, obligation or duty, in whole or in part, or of any other
interest under this Agreement relating to such Corporate Services without the
prior written consent of the other Party. All obligations and duties of a Party
under this Agreement shall be binding on all successors in interest and
permitted assigns of such Party. Each Party may use its Subsidiaries or
subcontractors to perform the Corporate Services; provided that such use shall
not relieve such assigning Party of liability for its responsibilities and
obligations.

     11.4 Severability. In the event that any one or more of the provisions
contained herein shall for any reason be held to be unenforceable in any respect
under law, such unenforceability shall not affect any other provision of this
Agreement, and this Agreement shall be construed as if such unenforceable
provision or provisions had never been contained herein.


                                       17



     11.5 Third Party Beneficiaries. The provisions of this Agreement are for
the benefit of the Parties and their affiliates and not for any other person.
However, should any third party institute proceedings, this Agreement shall not
provide any such person with any remedy, claim, liability, reimbursement, cause
of action, or other right.

     11.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without giving effect to such
State's laws and principles regarding the conflict of laws. Subject to Section
1.4, if any Dispute arises out of or in connection with this Agreement, except
as expressly contemplated by another provision of this Agreement, the Parties
irrevocably (a) consent and submit to the exclusive jurisdiction of federal and
state courts located in Jacksonville, Florida, (b) waive any objection to that
choice of forum based on venue or to the effect that the forum is not convenient
and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR
ADJUDICATION BY JURY.

     11.7 Executed in Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same document.

     11.8 Construction. The headings and numbering of articles, sections and
paragraphs in this Agreement are for convenience only and shall not be construed
to define or limit any of the terms or affect the scope, meaning, or
interpretation of this Agreement or the particular Article or Section to which
they relate. This Agreement and the provisions contained herein shall not be
construed or interpreted for or against any Party because that Party drafted or
caused its legal representative to draft any of its provisions.

     11.9 Entire Agreement. This Agreement, including all attachments,
constitutes the entire Agreement between the Parties with respect to the subject
matter hereof, and supersedes all prior oral or written agreements,
representations, statements, negotiations, understandings, proposals and
undertakings, with respect to the subject matter hereof.

     11.10 Amendments and Waivers. The Parties may amend this Agreement only by
a written agreement signed by each Party and that identifies itself as an
amendment to this Agreement. No waiver of any provisions of this Agreement and
no consent to any default under this Agreement shall be effective unless the
same shall be in writing and signed by or on behalf of the Party against whom
such waiver or consent is claimed. No course of dealing or failure of any Party
to strictly enforce any term, right or condition of this Agreement shall be
construed as a waiver of such term, right or condition. Waiver by either Party
of any default by the other Party shall not be deemed a waiver of any other
default.

     11.11 Remedies Cumulative. Unless otherwise provided for under this
Agreement, all rights of termination or cancellation, or other remedies set
forth in this Agreement, are cumulative and are not intended to be exclusive of
other remedies to which the injured Party may be entitled by law or equity in
case of any breach or threatened breach by the other Party of any provision in
this Agreement. Unless otherwise provided for under this Agreement, use of one
or more remedies shall not bar use of any other remedy for the purpose of
enforcing any provision of this Agreement.


                                       18



     11.12 Taxes. All charges and fees to be paid to PROVIDING PARTY under this
Agreement are exclusive of any applicable taxes required by law to be collected
from the RECEIVING PARTY (including, without limitation, withholding, sales,
use, excise, or services tax, which may be assessed on the provision of
Corporate Services). In the event that a withholding, sales, use, excise, or
services tax is assessed on the provision of any of the Corporate Services under
this Agreement, RECEIVING PARTY will pay directly, reimburse or indemnify
PROVIDING PARTY for such tax, plus any applicable interest and penalties. The
Parties will cooperate with each other in determining the extent to which any
tax is due and owing under the circumstances, and shall provide and make
available to each other any resale certificate, information regarding
out-of-state use of materials, services or sale, and other exemption
certificates or information reasonably requested by either Party.

     11.13 Changes in Law. PROVIDING PARTY's obligations to provide Corporate
Services hereunder are to provide such Corporate Services in accordance with
applicable laws as in effect on the date of this Agreement. Each Party reserves
the right to take all actions in order to ensure that the Corporate Services and
Transition Assistance are provided in accordance with any applicable laws.


                           [signature page to follow]


                                       19



         IN WITNESS WHEREOF, the Parties, acting through their authorized
officers, have caused this Agreement to be duly executed and delivered as of the
date first above written.

                                             RECEIVING PARTY:

                                             FIDELITY NATIONAL FINANCIAL, INC.


                                             By
                                                 -------------------------------
                                                   Name:
                                                   Title:


                                             PROVIDING PARTY:

                                             FIDELITY NATIONAL TITLE GROUP, INC.


                                             By
                                               ---------------------------------
                                                 Raymond R. Quirk
                                                 Chief Executive Officer


                                       20



                            DEFINITIONS AND FORMULAS

                   FOR PURPOSES OF CALCULATING COST ALLOCATION


For purposes of this Agreement and the Corporate Service Schedules:

"Direct Employee Compensation" of an employee means the aggregate of such
employee's salary, overtime, cash bonus and commission compensation and payroll
taxes attributable thereto.

"Departmental Costs" of a department/cost center means any and all costs
incurred by or allocated to that department/cost center other than Direct
Employee Compensation of the employees in the department/cost center, such as
office furniture and equipment, office space and facilities expenses, repairs &
maintenance expenses, rent and leasehold improvements, utilities,
telecommunications and IT equipment, insurance costs, employee benefits costs
(attributable to RECEIVING PARTY's employees' participation in PROVIDING PARTY's
benefit plans and programs and/or any benefit plans and programs established by
PROVIDING PARTY from time to time), depreciation, amortization, real property
and personal property taxes, advertising and promotional expenses (if any),
postage, courier and shipping expenses, printing, reproduction, stationary, and
office supplies, travel and entertainment expenses, educational, training and
recruiting expenses, professional dues and subscriptions, fees, costs and
expenses incurred in connection with the Services that are included in
Administrative Overhead, and the other similar costs that are generally
characterized as "overhead"', in each case as allocated to the department/cost
center in accordance with PROVIDING PARTY's current overhead cost allocation
policy.

"Servicing Employee" means an employee of PROVIDING PARTY or its Subsidiaries
who provides services to RECEIVING PARTY and its Subsidiaries under this
Agreement.

"Standard Allocation", for purposes of the Services provided under this
Agreement and the Schedules hereto, including the Cost Allocation section of the
Schedules, shall be calculated as follows:

     1.   Out of Pocket Costs incurred by or on behalf of RECEIVING PARTY or its
          Subsidiary(s) are charged directly to it and are not part of the
          Services under this Agreement or the payments to be made therefor.

     2.   The Direct Employee Compensation of the PROVIDING PARTY Servicing
          Employees shall be allocated to RECEIVING PARTY based on the
          percentage of work time that each such Servicing Employee spends in
          providing the applicable Services to RECEIVING PARTY and its
          Subsidiaries. These allocations shall be determined as of the Closing
          Date, based on data and result of June 2005, and shall be applied to
          determine the allocations hereunder on a monthly basis, with each work
          time percentage and corresponding Departmental Cost percentage to be
          re-examined and updated (if appropriate) at the end of each 6-month
          period


                                       21



          following the Closing Date, it being understood that any changes in
          the allocations must be pre-approved by the Chief Accounting Officer
          of FNF.

          By way of example, for a Servicing Employee of PROVIDING PARTY who has
          an annual salary of $50,000, a cash bonus of $20,000, and payroll
          taxes of $10,000 and who spends 40% of his work time on providing
          Services under this Agreement, RECEIVING PARTY would be allocated a
          Direct Employee Compensation cost of $32,000 calculated as follows:

          ($50,000 + $20,000 + $10,000) x 40% = $32,000.

     3.   In addition to the Direct Employee Compensation, Departmental Costs of
          each department/cost center of PROVIDING PARTY that has Servicing
          Employees shall be allocated to RECEIVING PARTY based on a percentage
          reflecting the aggregate regular salaries of all of the Servicing
          Employees in that department/cost center, in relation to the aggregate
          regular salaries of all employees in the department/cost center,
          taking into account the percentage of work time that each Servicing
          Employee in the department/cost center spends in providing services to
          RECEIVING PARTY and its Subsidiaries hereunder.

          By way of example, assume that in a PROVIDING PARTY department/cost
          center, there are 20 employees, 5 of whom are Servicing Employees who
          each spend 40% of the work time providing services to RECEIVING PARTY
          and its Subsidiaries. If the aggregate regular salaries of the 20
          employees is $500,000, and the aggregate regular salaries of the 5
          Servicing Employees is $300,000, then we determine the portion of the
          Departmental Costs that will be allocated to RECEIVING PARTY as
          follows:

          First, determine the aggregate regular salaries allocable to RECEIVING
          PARTY:

               $300,000 x 40% = $120,000.

          Then, determine the portion of the Departmental Costs to be allocated
          to RECEIVING PARTY based on the aggregate regular salaries percentage:

               $120,000 / $500,000 = 24%.

          In this example, 24% of the Departmental Costs of this department/cost
          center will be allocated to RECEIVING PARTY.

     4.   Except to the extent otherwise expressly provided herein, for any
          given 6-month period, all Direct Employee Compensation to be allocated
          shall be determined on the basis of the applicable work time
          percentages for the immediately preceding 6-month period, except that
          the Direct Employee Compensation allocations applicable on the Closing
          Date shall be based on the work time percentages applicable for the
          calendar month June 2005. At the end of each 6-month period,


                                       22



          the work time percentages shall be re-examined and the Direct Employee
          Compensation will be re-allocated based on the revised work time
          percentages, if any. For any given 6-month, all Departmental Costs to
          be allocated shall be determined on the basis of the applicable
          aggregate salaries and related percentages for the immediately
          preceding 6-month period, except that the aggregate salaries and
          related percentages applicable on the Closing Date shall be based on
          the work time percentages and aggregate salaries applicable for the
          calendar month June 2005.

     5.   If at any time during the Term of this Agreement RECEIVING PARTY
          terminates or discontinues all or any portion of a Corporate Service
          prior to the end of the Term or if any Corporate Service (or portion
          thereof) automatically terminates, pursuant to Section 2.2(b)
          (hereinafter referred to as a "Discontinued Service"), then effective
          as of the last day of the calendar month in which such termination or
          discontinuation is effective, Corporate Services Fees related to the
          Discontinued Service shall no longer be owing under this Agreement.


                                       23

                                                                    EXHIBIT 10.3


                    FNT REVERSE CORPORATE SERVICES AGREEMENT

         This Corporate Services Agreement (this "Agreement") is effective as of
_____________, 2005 (the "Effective Date"), by and between FIDELITY NATIONAL
FINANCIAL, INC., a Delaware corporation ("FNF" or "PROVIDING PARTY"), and
FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation ("FNT" or "RECEIVING
PARTY"). FNF and FNT shall be referred to together in this Agreement as the
"Parties" and individually as a "Party."

         WHEREAS, FNF has undertaken a strategic restructuring plan, pursuant to
which FNT has been formed and will be the holding company for all of FNF's title
insurance subsidiaries and operations; and

         WHEREAS, in conjunction with this restructuring plan, the Parties have
entered into a Separation Agreement dated as of _____________, 2005 (the
"Separation Agreement"); and

         WHEREAS, in conjunction with the Separation Agreement, the Parties wish
to enter into this Agreement;

         NOW THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:

                                   ARTICLE I
                               CORPORATE SERVICES

         1.1 Corporate Services. This Agreement sets forth the terms and
conditions for the provision by PROVIDING PARTY to RECEIVING PARTY of various
corporate services and products, as more fully described below and in Schedule
1.1(a) attached hereto (the Scheduled Services, the Omitted Services, the
Resumed Services and Special Projects (as defined below), collectively, the
"Corporate Services").

               (a) PROVIDING PARTY, through its Subsidiaries (as defined below)
and their respective employees, agents or contractors, shall provide or cause to
be provided to RECEIVING PARTY and its Subsidiaries (and, at the request of
RECEIVING PARTY, to Affiliates (as defined below) of RECEIVING PARTY) all
services set forth on Schedule 1.1(a) (the "Scheduled Services") on and after
the Effective Date (with such services to be provided to the RECEIVING PARTY's
Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the
exception in clause (ii) of Section 1.2(a)). RECEIVING PARTY shall pay fees to
PROVIDING PARTY for providing the Scheduled Services or causing the Scheduled
Services to be provided as set forth in Schedule 1.1(a). For purposes of this
Agreement, "Subsidiary" means, with respect to any Party, any corporation,
partnership, company or other entity of which such Party controls or owns,
directly or indirectly, more than fifty percent (50%) of the stock or other
equity interest entitled to vote on the election of the members to the board of
directors or


                                       1



similar governing body, provided, however, that with respect to the PROVIDING
PARTY, "Subsidiary" shall not include Fidelity National Information Services,
Inc. or any of its Subsidiaries and shall not include RECEIVING PARTY or its
Subsidiaries; and "Affiliate" means, with respect to either Party, any
corporation, partnership, company, or other entity that directly, or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with, such specified Party, except that (i) in the case of
RECEIVING PARTY, "Affiliate" shall not include FNF, and (ii) in the case of
PROVIDING PARTY, "Affiliate" shall include not include Fidelity National
Information Services, Inc. and its Subsidiaries. As used herein, "control" means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of such entity, whether through
ownership of voting securities or other interests, by contract or otherwise.

               (b) PROVIDING PARTY, through its Subsidiaries and their
respective employees, agents or contractors, shall provide or cause to be
provided to RECEIVING PARTY and its Subsidiaries (and, at the request of
RECEIVING PARTY, to Affiliates (as defined below) of RECEIVING PARTY) all
services that PROVIDING PARTY was performing for RECEIVING PARTY and its
Subsidiaries as of the Effective Date that pertain to and are a part of
Scheduled Services under Section 1.1(a) (with such services to be provided to
the RECEIVING PARTY's Subsidiaries as they become Subsidiaries of RECEIVING
PARTY, subject to the exception in clause (ii) of Section 1.2(a)), which are not
expressly included in the list of Scheduled Services in Schedule 1.1(a), but are
required to conduct the business of RECEIVING PARTY and its Subsidiaries (the
"Omitted Services"), unless RECEIVING PARTY consents in writing to the
termination of such services. Such Omitted Services shall be added to Schedule
1.1(a) and thereby become Scheduled Services, as soon as reasonably practicable
after the Effective Date by the Parties. In the event that RECEIVING PARTY or
its Subsidiaries had been allocated charges or otherwise paid PROVIDING PARTY or
its Subsidiaries for such Omitted Services immediately prior to the Effective
Date, RECEIVING PARTY shall pay to PROVIDING PARTY for providing the Omitted
Services or causing the Omitted Services to be provided hereunder fees equal to
the actual fees paid for such Omitted Services immediately preceding the
Effective Date; provided, that payment of such fees by the RECEIVING PARTY for
the Omitted Services provided hereunder shall be retroactive to the first day of
the calendar quarter in which either Party identifies such services as Omitted
Services, but in no event shall RECEIVING PARTY be required to pay for any
Omitted Services provided hereunder by the PROVIDING PARTY or its Subsidiaries
prior to the Effective Date. In the event that RECEIVING PARTY or its
Subsidiaries had not been allocated charges or otherwise paid PROVIDING PARTY or
its Subsidiaries for such Omitted Services immediately prior to the Effective
Date, the Parties shall negotiate in good faith a fee to be based on the cost of
providing such Omitted Services, which shall in no event be less than the
Default Fee (as defined below); provided, that payment of such fees by the
RECEIVING PARTY for the Omitted Services provided hereunder by the RECEIVING
PARTY shall be retroactive to the first day of the calendar quarter in which
either the Party identifies such services as Omitted Services, but in no event
shall RECEIVING PARTY be required to pay for any such Omitted Services provided
hereunder by the PROVIDING PARTY or its Subsidiaries prior to the Effective
Date. The "Default Fee" means an amount equal to one hundred fifty percent
(150%) of the salary of each full-time employee, on an hourly basis, who
provides the applicable Corporate Service or Transition Assistance (as defined
in Section 2.3).


                                       2



               (c) At RECEIVING PARTY's written request, PROVIDING PARTY,
through its Subsidiaries and their respective employees, agents or contractors,
shall use commercially reasonable efforts to provide or cause to be provided to
RECEIVING PARTY and its Subsidiaries (and, at the request of RECEIVING PARTY, to
Affiliates (as defined below) of RECEIVING PARTY) any Scheduled Service that has
been terminated at RECEIVING PARTY's request pursuant to Section 2.2 (the
"Resumed Services"); provided, that PROVIDING PARTY shall have no obligation to
provide a Resumed Service if providing such Resumed Service will have a material
adverse impact on the other Corporate Services. Schedule 1.1(a) shall from time
to time be amended to reflect the resumption of a Resumed Service and the
Resumed Service shall be set forth thereon as a Scheduled Service.

               (d) At RECEIVING PARTY's written request, PROVIDING PARTY,
through its Subsidiaries and their respective employees, agents or contractors,
shall use commercially reasonable efforts to provide additional corporate
services that are not described in the Schedule 1.1(a) and that are neither
Omitted Services nor Resumed Services ("Special Projects"). RECEIVING PARTY
shall submit a written request to PROVIDING PARTY specifying the nature of the
Special Project and requesting an estimate of the costs applicable for such
Special Project and the expected time frame for completion. PROVIDING PARTY
shall respond promptly to such written request, but in no event later than
twenty (20) days, with a written estimate of the cost of providing such Special
Project and the expected time frame for completion (the "Cost Estimate"). If
RECEIVING PARTY provides written approval of the Cost Estimate within ten (10)
days after PROVIDING PARTY delivers the Cost Estimate, then within a
commercially reasonable time after receipt of RECEIVING PARTY's written request,
PROVIDING PARTY shall begin providing the Special Project; provided, that
PROVIDING PARTY shall have no obligation to provide a Special Project where, in
its reasonable discretion and prior to providing the Cost Estimate, it has
determined and notified RECEIVING PARTY in writing that (i) it would not be
feasible to provide such Special Project, given reasonable priority to other
demands on its resources and capacity both under this Agreement or otherwise or
(ii) it lacks the experience or qualifications to provide such Special Project.

         1.2 Provision of Corporate Services; Excused Performance. To the extent
commercially reasonable, the Parties will work together and begin the process of
migrating the Corporate Services from PROVIDING PARTY to RECEIVING PARTY, one or
more of its Subsidiaries or a third party (at RECEIVING PARTY's direction) such
that the completion of the migration of the Corporate Services from PROVIDING
PARTY to RECEIVING PARTY, one or more of its Subsidiaries or a third party, as
the case may be, shall occur prior to the end of the Term. PROVIDING PARTY shall
provide or cause to be provided each of the Corporate Services through the
expiration of the Term, except (i) as automatically modified by earlier
termination of a Corporate Service by RECEIVING PARTY in accordance with this
Agreement, (ii) for Corporate Services to or for the benefit of any entity which
ceases to be a Subsidiary of RECEIVING PARTY prior to the end of the Term, or
(iii) as otherwise agreed to by the Parties in writing.

         1.3 Third Party Vendors; Consents.

               (a) PROVIDING PARTY shall use its commercially reasonable efforts
to keep and maintain in effect its relationships with its vendors that are
integral to the provision of


                                       3



the Corporate Services. PROVIDING PARTY shall use commercially reasonable
efforts to procure any waivers, permits, consents or sublicenses required by
third party licensors, vendors or service providers under existing agreements
with such third parties in order to provide any Corporate Services hereunder
("Third Party Consents"). In the event that PROVIDING PARTY is unable to procure
such Third Party Consents on commercially reasonable terms, PROVIDING PARTY
agrees to so notify RECEIVING PARTY, and to assist RECEIVING PARTY with the
transition to another vendor. If, after the Effective Date, any one or more
vendors (i) terminates its contractual relationship with PROVIDING PARTY or
ceases to provide the products or services associated with the Corporate
Services or (ii) notifies PROVIDING PARTY of its desire or plan to terminate its
contractual relationship with PROVIDING PARTY or (iii) ceases providing the
products or services associated with the Corporate Services, then, in either
case, PROVIDING PARTY agrees to so notify RECEIVING PARTY, and to assist
RECEIVING PARTY with the transition to another vendor so that RECEIVING PARTY
may continue to receive similar products and services.

               (b) PROVIDING PARTY shall not be required to transfer or assign
to RECEIVING PARTY any third party software licenses or any hardware owned by
PROVIDING PARTY or its Subsidiaries in connection with the provision of the
Corporate Services or at the conclusion of the Term.

         1.4 Dispute Resolution.

               (a) Amicable Resolution. PROVIDING PARTY and RECEIVING PARTY
mutually desire that friendly collaboration will continue between them.
Accordingly, they will try to resolve in an amicable manner all disagreements
and misunderstandings connected with their respective rights and obligations
under this Agreement, including any amendments hereto. In furtherance thereof,
in the event of any dispute or disagreement (a "Dispute") between PROVIDING
PARTY and RECEIVING PARTY in connection with this Agreement (including, without
limitation, the standards of performance, delay of performance or
non-performance of obligations, or payment or non-payment of fees hereunder),
then the Dispute, upon written request of either Party, will be referred for
resolution to the president (or similar position) of the division implicated by
the matter for each of PROVIDING PARTY and RECEIVING PARTY, which presidents
will have fifteen (15) days to resolve such Dispute. If the presidents of the
relevant divisions for each of PROVIDING PARTY and RECEIVING PARTY do not agree
to a resolution of such Dispute within fifteen (15) days after the reference of
the matter to them, such presidents of the relevant divisions will refer such
matter to the president of each of PROVIDING PARTY and RECEIVING PARTY for final
resolution. Notwithstanding anything to the contrary in this Section 1.4, any
amendment to the terms of this Agreement may only be effected in accordance with
Section 11.10.

               (b) Arbitration. In the event that the Dispute is not resolved in
a friendly manner as set forth in Section 1.4(a), either Party involved in the
Dispute may submit the dispute to binding arbitration pursuant to this Section
1.4(b). All Disputes submitted to arbitration pursuant to this Section 1.4(b)
shall be resolved in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, unless the Parties involved mutually agree to
utilize an alternate set of rules, in which event all references herein to the
American Arbitration Association shall be deemed modified accordingly. Expedited
rules shall apply regardless of the


                                       4



amount at issue. Arbitration proceedings hereunder may be initiated by either
Party making a written request to the American Arbitration Association, together
with any appropriate filing fee, at the office of the American Arbitration
Association in Orlando, Florida. All arbitration proceedings shall be held in
the city of Jacksonville, Florida in a location to be specified by the
arbitrators (or any place agreed to by the Parties and the arbitrators). The
arbitration shall be by a single qualified arbitrator experienced in the matters
at issue, such arbitrator to be mutually agreed upon by PROVIDING PARTY and
RECEIVING PARTY. If PROVIDING PARTY and RECEIVING PARTY fail to agree on an
arbitrator within thirty (30) days after notice of commencement of arbitration,
the American Arbitration Association shall, upon the request of any Party to the
Dispute, appoint the arbitrator. Any order or determination of the arbitral
tribunal shall be final and binding upon the Parties to the arbitration as to
matters submitted and may be enforced by any Party to the Dispute in any court
having jurisdiction over the subject matter or over any of the Parties. All
costs and expenses incurred in connection with any such arbitration proceeding
(including reasonable attorneys' fees) shall be borne by the Party incurring
such costs. The use of any alternative dispute resolution procedures hereunder
will not be construed under the doctrines of laches, waiver or estoppel to
affect adversely the rights of either Party.

               (c) Non-Exclusive Remedy. Nothing in this Section 1.4 will
prevent either PROVIDING PARTY or RECEIVING PARTY from immediately seeking
injunctive or interim relief in the event (i) of any actual or threatened breach
of any of the provisions of Article VIII or (ii) that the Dispute relates to, or
involves a claim of, actual or threatened infringement of intellectual property.
All such actions for injunctive or interim relief shall be brought in a court of
competent jurisdiction in accordance with Section 11.6. Such remedy shall not be
deemed to be the exclusive remedy for breach of this Agreement, and further
remedies may be pursued in accordance with Section 1.4(a) and Section 1.4(b)
above.

               (d) Commencement of Dispute Resolution Procedure. Notwithstanding
anything to the contrary in this Agreement, PROVIDING PARTY and RECEIVING PARTY,
but none of their respective Subsidiaries, are entitled to commence a dispute
resolution procedure under this Agreement, whether pursuant to Article XI, this
Section 1.4 or otherwise, and each Party will cause its respective affiliates
not to commence any dispute resolution procedure other than through such Party
as provided in this Section 1.4(d).

               (e) Compensation. RECEIVING PARTY shall continue to make all
payments due and owing under Article III for Corporate Services not the subject
of a Dispute and shall not off-set such fees by the amount of fees for Corporate
Services that are the subject of the Dispute.

         1.5 Standard of Services.

               (a) PROVIDING PARTY shall perform the Corporate Services for
RECEIVING PARTY in a professional and competent manner, using standards of
performance consistent with its performance of such services for itself.

               (b) During the Term, PROVIDING PARTY shall maintain a disaster
recovery program for the Corporate Services substantially consistent with the
disaster recovery program in


                                       5



place for such Corporate Services as of the Effective Date. For the avoidance of
doubt, the disaster recovery program maintained by PROVIDING PARTY will not
include a business continuity program.

               (c) If RECEIVING PARTY provides PROVIDING PARTY with written
notice ("Shortfall Notice") of the occurrence of any Significant Service
Shortfall (as defined below), as determined by RECEIVING PARTY in good faith,
PROVIDING PARTY shall rectify such Significant Service Shortfall as soon as
reasonably possible. For purposes of this Section 1.5(c), a "Significant Service
Shortfall" shall be deemed to have occurred if the timing or quality of
performance of Corporate Services provided by PROVIDING PARTY hereunder falls
below the standard required by Section 1.5(a) hereof; provided that PROVIDING
PARTY's obligations under this Agreement shall be relieved to the extent, and
for the duration of, any force majeure event as set forth in Article V.

         1.6 Response Time. PROVIDING PARTY shall respond to and resolve any
problems in connection with the Corporate Services for RECEIVING PARTY within a
commercially reasonable period of time, using response and proposed resolution
times consistent with its response and resolution of such problems for itself.

         1.7 Ownership of Materials; Results and Proceeds. All data and
information submitted to PROVIDING PARTY by RECEIVING PARTY, in connection with
the Corporate Services or the Transition Assistance (as defined in Section 2.3)
(the "RECEIVING PARTY Data"), and all results and proceeds of the Corporate
Services and the Transition Assistance with regard to the RECEIVING PARTY Data,
is and will remain, as between the Parties, the property of the RECEIVING PARTY.
The PROVIDING PARTY shall not and shall not permit its Subsidiaries to use the
RECEIVING PARTY Data for any purpose other than to provide the Corporate
Services or Transition Assistance.

                                   ARTICLE II
                         TERM AND TRANSITION ASSISTANCE

         2.1 Term. The term (the "Term") of this Agreement shall commence as of
the date hereof and shall continue until the date on which the last of the
Scheduled Services under this Agreement is terminated or the date on which this
Agreement is terminated by mutual agreement of the Parties, whichever is earlier
(in either case, the "Termination Date"); provided, however, that in no event
shall the Term:

               (a) expire later than the date that is six (6) months after any
event or circumstance causing FNF to own or control, directly or indirectly,
fifty percent (50%) or less of the stock, or other equity interest entitled to
vote on the election of the members to the board of directors or similar
governing body, of FNT, and

               (b) continue, with respect to any entity that ceases to be a
Subsidiary of RECEIVING PARTY prior to the end of the Term, from and after the
date that such entity ceases to be a Subsidiary of RECEIVING PARTY.


                                       6



         2.2 Termination.

               (a) If RECEIVING PARTY is not able to complete its transition of
the Corporate Services by the Termination Date, then upon written notice
provided to PROVIDING PARTY at least thirty (30) days prior to the Termination
Date, RECEIVING PARTY shall have the right to request and cause PROVIDING PARTY
to provide up to thirty (30) days of additional Corporate Services to RECEIVING
PARTY; provided, that RECEIVING PARTY shall pay for all such additional
Corporate Services.

               (b) If RECEIVING PARTY wishes to terminate a Corporate Service
(or a portion thereof) on a date that is earlier than the Termination Date,
RECEIVING PARTY shall provide written notice (the "Termination Notice") to
PROVIDING PARTY of a proposed termination date for such Corporate Service (or
portion thereof), at least ninety (90) days prior to such proposed termination
date. Upon receipt of such notice, PROVIDING PARTY shall promptly provide notice
to RECEIVING PARTY (the "Termination Dispute Notice") in the event that the
PROVIDING PARTY believes in good faith that, notwithstanding the PROVIDING PARTY
using its commercially reasonable efforts, the requested termination will have a
material adverse impact on other Corporate Services and the scope of such
adverse impact. In such event, the Parties will resolve the dispute in
accordance with Section 1.4. If PROVIDING PARTY does not provide the Termination
Dispute Notice, based on the standards set forth above, within ten (10) days of
the date on which the Termination Notice was received, then, effective on the
termination date proposed by RECEIVING PARTY in its Termination Notice, such
Corporate Service (or portion thereof) shall be discontinued (thereafter, a
"Discontinued Corporate Service") and deemed deleted from the Scheduled Services
to be provided hereunder and thereafter, this Agreement shall be of no further
force and effect with respect to the Discontinued Corporate Service (or portion
thereof), except as to obligations accrued prior to the date of discontinuation
of such Corporate Service (or portion thereof). Upon the occurrence of any
Discontinued Corporate Service, the Parties shall promptly update Schedule
1.1(a) to reflect the discontinuation, and the Corporate Service Fees shall be
adjusted in accordance therewith and the provisions of Article III.
Notwithstanding anything to the contrary contained herein, at any time that
employees of PROVIDING PARTY or its Subsidiaries move to a department within
RECEIVING PARTY or its Subsidiaries (an "Employee Shift"), a proportional
portion of the relevant Corporate Service shall be deemed automatically
terminated. If a Corporate Service, or portion thereof, is terminated as a
result of an Employee Shift, then such termination shall take effect as of the
date of the Employee Shift, and the adjustment in Corporate Service Fees shall
also take effect as of the date of the Employee Shift.

               (c) If all Corporate Services shall have been terminated under
this Section 2.2 prior to the expiration of the Term, then either Party shall
have the right to terminate this Agreement by giving written notice to the other
Party, which termination shall be effective upon delivery as provided in Section
6.1.

         2.3 Transition Assistance. In preparation for the discontinuation of
any Corporate Service provided under this Agreement, PROVIDING PARTY shall,
consistent with its obligations to provide Corporate Services hereunder and with
the cooperation and assistance of RECEIVING PARTY, use commercially reasonable
efforts to provide such knowledge transfer services and to take such steps as
are reasonably required in order to facilitate a smooth and


                                       7



efficient transition and/or migration of records to the RECEIVING PARTY or its
Subsidiaries (or at RECEIVING PARTY's direction, to a third party) and
responsibilities so as to minimize any disruption of services ("Transition
Assistance"). RECEIVING PARTY shall cooperate with PROVIDING PARTY to allow
PROVIDING PARTY to complete the Transition Assistance as early as is
commercially reasonable to do so. Fees for any Transition Assistance shall be
determined in accordance with the calculation formula and methods applicable to
the Scheduled Services that are most similar in nature to the Transition
Assistance being so provided, as set forth on the applicable section of Schedule
1.1(a).

         2.4 Return of Materials. As a Corporate Service or Transition
Assistance is terminated, each Party will return all materials and property
owned by the other Party, including, without limitation, all RECEIVING PARTY
Data, if any, and materials and property of a proprietary nature involving a
Party or its Subsidiaries relevant to the provision or receipt of that Corporate
Service or Transition Assistance and no longer needed regarding the performance
of other Corporate Services or other Transition Assistance under this Agreement,
and will do so (and will cause its Subsidiaries to do so) within thirty (30)
days after the applicable termination. Upon the end of the Term, each Party will
return all material and property of a proprietary nature involving the other
Party or its Subsidiaries, in its possession or control (or the possession or
control of an affiliate) within thirty (30) days after the end of the Term. In
addition, upon RECEIVING PARTY's request, PROVIDING PARTY agrees to provide to
RECEIVING PARTY copies of RECEIVING PARTY's Data, files and records on magnetic
media, or such other media as the Parties shall agree upon, to the extent
practicable. PROVIDING PARTY may retain archival copies of RECEIVING PARTY's
Data, files and records.

                                  ARTICLE III
               COMPENSATION AND PAYMENT ARRANGEMENTS FOR CORPORATE
                          SERVICES AND CORPORATE MARKS

         3.1 Compensation for Corporate Services.

               (a) In accordance with the payment terms described in Section 3.2
below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation for
the Corporate Services provided hereunder, all fees as contemplated in Section
1.1 (the "Corporate Service Fees") and in Section 2.3 (the "Transition
Assistance Fees").

               (b) Without limiting the foregoing, the parties acknowledge that
RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for its
payment of, all Out of Pocket Costs (as defined below); provided, however, that
the incurrence of any liability by RECEIVING PARTY or any of its Subsidiaries
for any New Out of Pocket Cost (as defined below) that requires the payment by
RECEIVING PARTY or one of its Subsidiaries of more than $50,000, on an
annualized basis, shall require the prior written approval of a full-time
employee of RECEIVING PARTY or one of its Subsidiaries. For purposes hereof, the
term "Out of Pocket Costs" means all fees, costs or other expenses payable by
RECEIVING PARTY or its Subsidiaries to third parties that are not affiliates of
PROVIDING PARTY in connection with Services provided hereunder; and the term
"New Out of Pocket Cost" means any Out of Pocket Cost incurred after the
Effective Date that is not a continuation of services provided to


                                       8



FNT or one of its Subsidiaries in the ordinary course of business consistent
with past practices and for which FNT had paid or reimbursed a portion thereof
prior to the Effective Date.

         3.2 Payment Terms. The PROVIDING PARTY shall invoice the RECEIVING
PARTY on a monthly basis in arrears for Corporate Service Fees plus Transition
Assistance Fees, as calculated in accordance with Section 3.1 and Schedule
1.1(a). In addition, the PROVIDING PARTY shall promptly notify the RECEIVING
PARTY, no more frequently than monthly, of the aggregate amount of Out of Pocket
Costs to be reimbursed or paid. The RECEIVING PARTY shall pay by electronic
funds transfer or other method satisfactory to PROVIDING PARTY and RECEIVING
PARTY, in full, the monthly amount so invoiced and the Out of Pocket Costs
incurred, within thirty (30) days after the date on which the PROVIDING PARTY's
monthly invoice or notification of Out of Pocket Costs, as the case may be, was
received. All invoices shall include, without limitation, the category of
applicable Corporate Service or Transition Assistance Service (as the case may
be), a brief description of the Out of Pocket Costs (if applicable), the billing
period, and such other information as RECEIVING PARTY may reasonably request.
Should RECEIVING PARTY dispute any portion of the amount due on any invoice or
require any adjustment to an invoiced amount, or dispute any Out of Pocket Costs
for which it received notification, then RECEIVING PARTY shall notify PROVIDING
PARTY in writing of the nature and basis of the dispute and/or adjustment as
soon as reasonably possible using, if necessary, the dispute resolution
procedures set forth in Section 1.4. The Parties shall use their reasonable best
efforts to resolve the dispute prior to the payment due date.

         3.3 Audit Rights. Upon reasonable advance notice from RECEIVING PARTY,
PROVIDING PARTY shall permit RECEIVING PARTY to perform annual audits of
PROVIDING PARTY's records only with respect to amounts invoiced and
Out-of-Pocket Costs invoiced pursuant to this Article III. Such audits shall be
conducted during PROVIDING PARTY's regular office hours and without disruption
to PROVIDING PARTY's business operations and shall be performed at RECEIVING
PARTY's sole expense.

                                   ARTICLE IV
                             LIMITATION OF LIABILITY

         4.1 LIMITATION OF LIABILITY. THE LIABILITY OF EITHER PARTY FOR A CLAIM
ASSERTED BY THE OTHER PARTY BASED ON BREACH OF ANY COVENANT, AGREEMENT OR
UNDERTAKING REQUIRED BY THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE
FEES PAYABLE BY RECEIVING PARTY TO PROVIDING PARTY DURING THE ONE (1) YEAR
PERIOD PRECEDING THE BREACH FOR THE PARTICULAR CORPORATE SERVICE AFFECTED BY
SUCH BREACH UNDER THIS AGREEMENT; PROVIDED THAT SUCH LIMITATION SHALL NOT APPLY
IN RESPECT OF ANY CLAIMS BASED ON A PARTY'S (i) GROSS NEGLIGENCE, (ii) WILLFUL
MISCONDUCT, (iii) IMPROPER USE OR DISCLOSURE OF CUSTOMER INFORMATION, (iv)
VIOLATIONS OF LAW, OR (v) INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A
PERSON OR ENTITY WHO IS NOT A PARTY HERETO OR THE SUBSIDIARY OF A PARTY HERETO.


                                       9



         4.2 DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
INDIRECT, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGE OF ANY KIND WHATSOEVER;
PROVIDED, HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY UNDER ARTICLE X IS
REQUIRED TO PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR
PUNITIVE DAMAGES OR LOST PROFITS TO A PERSON OR ENTITY WHO IS NOT A PARTY OR A
SUBSIDIARY OF THE INDEMNIFIED PARTY IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH
DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION
SET FORTH IN THIS ARTICLE IV.

                                   ARTICLE V
                                  FORCE MAJEURE

         Neither Party shall be held liable for any delay or failure in
performance of any part of this Agreement from any cause beyond its reasonable
control and without its fault or negligence, including, but not limited to, acts
of God, acts of civil or military authority, embargoes, epidemics, war,
terrorist acts, riots, insurrections, fires, explosions, earthquakes,
hurricanes, tornadoes, nuclear accidents, floods, strikes, terrorism and power
blackouts. Upon the occurrence of a condition described in this Article, the
Party whose performance is prevented shall give written notice to the other
Party, and the Parties shall promptly confer, in good faith, to agree upon
equitable, reasonable action to minimize the impact, on both Parties, of such
conditions.

                                   ARTICLE VI
                               NOTICES AND DEMANDS

         6.1 Notices. Except as otherwise provided under this Agreement
(including Schedule 1.1(a)), all notices, demands or requests which may be given
by any Party to the other Party shall be in writing and shall be deemed to have
been duly given on the date delivered in person, or sent via telefax, or on the
next business day if sent by overnight courier, or on the date of the third
business day after deposit, postage prepaid, in the United States Mail via
Certified Mail return receipt requested, and addressed as set forth below:

         If to RECEIVING PARTY, to:

         Fidelity National Title Group, Inc.
         601 Riverside Avenue
         Jacksonville, Florida 32204
         Attention: General Counsel

         If to PROVIDING PARTY, to:

         Fidelity National Financial, Inc.
         601 Riverside Avenue
         Jacksonville, Florida 32204
         Attention: General Counsel


                                       10



The address to which such notices, demands, requests, elections or other
communications are to be given by either Party may be changed by written notice
given by such Party to the other Party pursuant to Section 6.1 and this Section
6.2.

                                  ARTICLE VII
                                    REMEDIES

         7.1 Remedies Upon Material Breach. In the event of material breach of
any provision of this Agreement by a Party, the non-defaulting Party shall give
the defaulting Party written notice, and:

               (a) If such breach is for RECEIVING PARTY's non-payment of an
amount that is not in dispute, the defaulting Party shall cure the breach within
thirty (30) calendar days of such notice. If the defaulting Party does not cure
such breach by such date, then the defaulting Party shall pay the non-defaulting
Party the undisputed amount, any interest that has accrued hereunder through the
expiration of the cure period plus an additional amount of interest equal to
four percent (4%) per annum above the "prime rate" as announced in the most
recent edition of the Wall Street Journal. The Parties agree that this rate of
interest constitutes reasonable liquidated damages and not an unenforceable
penalty.

               (b) If such breach is for any other material failure to perform
in accordance with this Agreement, the defaulting Party shall cure such breach
within thirty (30) calendar days of the date of such notice. If the defaulting
Party does not cure such breach within such period, then the defaulting Party
shall pay the non-defaulting Party all of the non-defaulting Party's actual
damages, subject to Article IV above.

         7.2 Survival Upon Expiration or Termination. The provisions of Section
1.4 (Dispute Resolution), Section 2.4 (Return of Materials), Article IV
(Limitation of Liability), Article VI (Notices and Demands), this Section 7.2,
Article VIII (Confidentiality), Article X (Indemnification) and Article XI
(Miscellaneous) shall survive the termination or expiration of this Agreement
unless otherwise agreed to in writing by both Parties.

                                  ARTICLE VIII
                                 CONFIDENTIALITY

         8.1 Confidential Information. Each Party shall use at least the same
standard of care in the protection of Confidential Information of the other
Party as it uses to protect its own confidential or proprietary information;
provided that such Confidential Information shall be protected in at least a
reasonable manner. For purposes of this Agreement, "Confidential Information"
includes all confidential or proprietary information and documentation of either
Party, including the terms of this Agreement, including with respect to each
Party, all of its software, data, financial information all reports, exhibits
and other documentation prepared by any of its Subsidiaries or affiliates. Each
Party shall use the Confidential Information of the other Party only in
connection with the purposes of this Agreement and shall make such Confidential
Information available only to its employees, subcontractors, or agents having a
"need to know" with respect to such purpose. Each Party shall advise its
respective employees, subcontractors, and agents of such Party's obligations
under this Agreement. The obligations in


                                       11



this Section 8.1 will not restrict disclosure by a Party pursuant to applicable
law, or by order or request of any court or government agency; provided, that
prior to such disclosure the receiving Party shall (a) immediately give notice
to the disclosing Party, (b) cooperate with the disclosing Party in challenging
the right to such access and (c) only provide such information as is required by
law, such order or a final, non-appealable ruling of a court of proper
jurisdiction Confidential Information of a Party will not be afforded the
protection of this Article VIII if such Confidential Information was (A)
developed by the other Party independently as shown by its written business
records regularly kept, (B) rightfully obtained by the other Party without
restriction from a third party, (C) publicly available other than through the
fault or negligence of the other Party or (D) released by the disclosing Party
without restriction to anyone.

         8.2 Work Product Privilege. RECEIVING PARTY represents and PROVIDING
PARTY acknowledges that, in the course of providing Corporate Services pursuant
to this Agreement, PROVIDING PARTY may have access to (a) documents, data,
databases or communications that are subject to attorney client privilege and/or
(b) privileged work product prepared by or on behalf of the affiliates of
RECEIVING PARTY in anticipation of litigation with third parties (collectively,
the "Privileged Work Product") and RECEIVING PARTY represents and PROVIDING
PARTY understands that all Privileged Work Product is protected from disclosure
by Rule 26 of the Federal Rules of Civil Procedure and the equivalent rules and
regulations under the law chosen to govern the construction of this Agreement.
RECEIVING PARTY represents and PROVIDING PARTY understands the importance of
maintaining the strict confidentiality of the Privileged Work Product to protect
the attorney client privilege, work product doctrine and other privileges and
rights associated with such Privileged Work Product pursuant to such Rule 26 and
the equivalent rules and regulations under the law chosen to govern the
construction of this Agreement. After PROVIDING PARTY is notified or otherwise
becomes aware that documents, data, database, or communications are Privileged
Work Product, only PROVIDING PARTY personnel for whom such access is necessary
for the purposes of providing Services to RECEIVING PARTY as provided in this
Agreement shall have access to such Privileged Work Product. Should PROVIDING
PARTY ever be notified of any judicial or other proceeding seeking to obtain
access to Privileged Work Product, PROVIDING PARTY shall (A) immediately give
notice to RECEIVING PARTY, (B) cooperate with RECEIVING PARTY in challenging the
right to such access and (C) only provide such information as is required by a
final, non-appealable ruling of a court of proper jurisdiction. RECEIVING PARTY
shall pay all of the cost incurred by PROVIDING PARTY in complying with the
immediately preceding sentence. RECEIVING PARTY has the right and duty to
represent PROVIDING PARTY in such resistance or to select and compensate counsel
to so represent PROVIDING PARTY or to reimburse PROVIDING PARTY for reasonable
attorneys' fees and expenses as such fees and expenses are incurred in resisting
such access. If PROVIDING PARTY is ultimately required, pursuant to an order of
a court of competent jurisdiction, to produce documents, disclose data, or
otherwise act in contravention of the confidentiality obligations imposed in
this Article VIII, or otherwise with respect to maintaining the confidentiality,
proprietary nature, and secrecy of Privileged Work Product, PROVIDING PARTY is
not liable for breach of such obligation to the extent such liability does not
result from failure of PROVIDING PARTY to abide by the terms of this Article
VIII. All Privileged Work Product is the property of RECEIVING PARTY and will be
deemed Confidential Information, except as specifically authorized in this
Agreement or as shall be required by law.


                                       12



         8.3 Unauthorized Acts. Each Party shall (a) notify the other Party
promptly of any unauthorized possession, use, or knowledge of any Confidential
Information by any person which shall become known to it, any attempt by any
person to gain possession of Confidential Information without authorization or
any attempt to use or acquire knowledge of any Confidential Information without
authorization (collectively, "Unauthorized Access"), (b) promptly furnish to the
other Party full details of the Unauthorized Access and use reasonable efforts
to assist the other Party in investigating or preventing the reoccurrence of any
Unauthorized Access, (c) cooperate with the other Party in any litigation and
investigation against third parties deemed necessary by such Party to protect
its proprietary rights, and (d) use commercially reasonable efforts to prevent a
reoccurrence of any such Unauthorized Access.

         8.4 Publicity. Except as required by law or national stock exchange
rule or as allowed by any Ancillary Agreement, neither Party shall issue any
press release, distribute any advertising, or make any public announcement or
disclosure (a) identifying the other Party by name, trademark or otherwise or
(b) concerning this Agreement without the other Party's prior written consent.
Notwithstanding the foregoing sentence, in the event either Party is required to
issue a press release relating to this Agreement or any of the transactions
contemplated by this Agreement, or by the laws or regulations of any
governmental authority, agency or self-regulatory agency, such Party shall (A)
give notice and a copy of the proposed press release to the other Party as far
in advance as reasonably possible, but in any event not less than five (5) days
prior to publication of such press release and (B) make any changes to such
press release reasonably requested by the other Party. In addition, RECEIVING
PARTY may communicate the existence of the business relationship contemplated by
the terms of this Agreement internally within PROVIDING PARTY's organization and
orally and in writing communicate PROVIDING PARTY's identity as a reference with
potential and existing customers.

         8.5 Data Privacy. (a) Where, in connection with this Agreement,
PROVIDING PARTY processes or stores information about a living individual that
is held in automatically processable form (for example in a computerized
database) or in a structured manual filing system ("Personal Data"), on behalf
of any Subsidiaries of RECEIVING PARTY or their clients, then PROVIDING PARTY
shall implement appropriate measures to protect those personal data against
accidental or unlawful destruction or accidental loss, alteration, unauthorized
disclosure or access and shall use such data solely for purposes of carrying out
its obligations under this Agreement.

               (b) RECEIVING PARTY may instruct PROVIDING PARTY, where PROVIDING
PARTY processes Personal Data on behalf of Subsidiaries of RECEIVING PARTY, to
take such steps to preserve data privacy in the processing of those Personal
Data as are reasonably necessary for the performance of this Agreement.

               (c) Subsidiaries of RECEIVING PARTY may, in connection with this
Agreement, collect Personal Data in relation to PROVIDING PARTY and PROVIDING
PARTY's employees, directors and other officers involved in providing Corporate
Services hereunder. Such Personal Data may be collected from PROVIDING PARTY,
its employees, its directors, its officers, or from other (for example,
published) sources; and some limited personal data may be collected indirectly
at RECEIVING PARTY's (or Subsidiaries of RECEIVING PARTY's) locations from
monitoring devices or by other means (e.g., telephone logs, closed


                                       13



circuit TV and door entry systems). Nothing in this Section 8.5(c) obligates
PROVIDING PARTY or PROVIDING PARTY's employees, directors or other officers to
provide Personal Data requested by RECEIVING PARTY. The Subsidiaries of
RECEIVING PARTY may use and disclose any such data disclosed by PROVIDING PARTY
solely for purposes connected with this Agreement and for the relevant purposes
specified in the data privacy policy of the Subsidiary of RECEIVING PARTY (a
copy of which is available on request.) RECEIVING PARTY will maintain the same
level of protection for Personal Data collected from PROVIDING PARTY (and
PROVIDING PARTY's employees, directors and officers, as appropriate) as
RECEIVING PARTY maintains with its own Personal Data, and will implement
appropriate administrative, physical and technical measures to protect the
personal data collected from PROVIDING PARTY and PROVIDING PARTY's employees,
directors and other officers against accidental or unlawful destruction or
accidental loss, alternation, unauthorized disclosure or access.

                                   ARTICLE IX
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

         EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE
IN THIS AGREEMENT, PROVIDING PARTY HAS NOT MADE AND DOES NOT HEREBY MAKE ANY
EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR COVENANTS, STATUTORY OR
OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF
MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS. ALL OTHER
REPRESENTATIONS, WARRANTIES, AND COVENANTS, EXPRESS OR IMPLIED, STATUTORY,
COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES
OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS ARE HEREBY DISCLAIMED
BY PROVIDING PARTY.

                                   ARTICLE X
                                 INDEMNIFICATION

         10.1 Indemnification.

               (a) Subject to Article IV, RECEIVING PARTY will indemnify, defend
and hold harmless PROVIDING PARTY, each Subsidiary of PROVIDING PARTY, each of
their respective past and present directors, officers, employees, agents,
consultants, advisors, accountants and attorneys ("Representatives"), and each
of their respective successors and assigns (collectively, the "PROVIDING PARTY
Indemnified Parties") from and against any and all Damages (as defined below)
incurred or suffered by the PROVIDING PARTY Indemnified Parties arising or
resulting from the provision of Corporate Services hereunder, which Damages
shall be reduced to the extent of:

                           (i) Damages caused or contributed to by PROVIDING
                  PARTY's negligence, willful misconduct or violation or law; or


                                       14



                           (ii) Damages caused or contributed to by a breach of
                  this Agreement by PROVIDING PARTY.

"Damages" means, subject to Article IV hereof, all losses, claims, demands,
damages, liabilities, judgments, dues, penalties, assessments, fines (civil,
criminal or administrative), costs, liens, forfeitures, settlements, fees or
expenses (including reasonable attorneys' fees and expenses and any other
expenses reasonably incurred in connection with investigating, prosecuting or
defending a claim or Action).

               (b) Except as set forth in this Section 10.1(b), PROVIDING PARTY
will have no liability to RECEIVING PARTY for or in connection with any of the
Corporate Services rendered hereunder or for any actions or omissions of
PROVIDING PARTY in connection with the provision of any Corporate Services
hereunder. Subject to the provisions hereof and subject to Article IV, PROVIDING
PARTY will indemnify, defend and hold harmless RECEIVING PARTY, each Subsidiary
of RECEIVING PARTY, each of their respective past and present Representatives,
and each of their respective successors and assigns (collectively, the
"RECEIVING PARTY Indemnified Parties") from and against any and all Damages
incurred or suffered by the RECEIVING PARTY Indemnified Parties arising or
resulting from either of the following:

                           (i) any claim that PROVIDING PARTY's use of the
                  software or other intellectual property used to provide the
                  Corporate Services or Transition Assistance, or any results
                  and proceeds of such Corporate Services or Transition
                  Assistance, infringes, misappropriates or otherwise violates
                  any United States patent, copyright, trademark, trade secret
                  or other intellectual property rights; provided, that such
                  intellectual property indemnity shall not apply to the extent
                  that any such claim arises out of any modification to such
                  software or other intellectual property made by RECEIVING
                  PARTY without PROVIDING PARTY's authorization or
                  participation, or

                           (ii) PROVIDING PARTY's gross negligence, willful
                  misconduct, improper use or disclosure of customer information
                  or violations of law;

provided, that in each of the cases described in subclauses (i) through (ii)
above, the amount of Damages incurred or sustained by RECEIVING PARTY shall be
reduced to the extent such Damages shall have been caused or contributed to by
any action or omission of RECEIVING PARTY in amounts equal to RECEIVING PARTY's
equitable share of such Damages determined in accordance with its relative
culpability for such Damages or the relative fault of RECEIVING PARTY or its
Subsidiaries.

         10.2 Indemnification Procedures.

               (a) Claim Notice. A Party that seeks indemnity under this Article
X (an "Indemnified Party") will give written notice (a "Claim Notice") to the
Party from whom indemnification is sought (an "Indemnifying Party"), whether the
Damages sought arise from matters solely between the Parties or from Third Party
Claims. The Claim Notice must contain (i) a description and, if known, estimated
amount (the "Claimed Amount") of any Damages


                                       15



incurred or reasonably expected to be incurred by the Indemnified Party, (ii) a
reasonable explanation of the basis for the Claim Notice to the extent of facts
then known by the Indemnified Party, and (iii) a demand for payment of those
Damages. No delay or deficiency on the part of the Indemnified Party in so
notifying the Indemnifying Party will relieve the Indemnifying Party of any
liability for Damages or obligation hereunder except to the extent of any
Damages caused by or arising out of such failure.

               (b) Response to Notice of Claim. Within thirty (30) days after
delivery of a Claim Notice, the Indemnifying Party will deliver to the
Indemnified Party a written response in which the Indemnifying Party will
either: (i) agree that the Indemnified Party is entitled to receive all of the
Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed
Amount in accordance with a payment and distribution method reasonably
acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party
is entitled to receive all or any portion of the Claimed Amount, in which case,
the Parties will resort to the dispute resolution procedures set forth in
Section 1.4.

               (c) Contested Claims. In the event that the Indemnifying Party
disputes the Claimed Amount, as soon as practicable but in no event later than
ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii)
hereof, the Parties will begin the process to resolve the matter in accordance
with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate
resolution thereof, the Parties will take such actions as are reasonably
necessary to comply with such agreement or instructions.

               (d) Third Party Claims.

                           (i) In the event that the Indemnified Party receives
                  notice or otherwise learns of the assertion by a person or
                  entity who is not a Party hereto or a Subsidiary of a Party
                  hereto of any claim or the commencement of any action (a
                  "Third-Party Claim") with respect to which the Indemnifying
                  Party may be obligated to provide indemnification under this
                  Article X, the Indemnified Party will give written
                  notification to the Indemnifying Party of the Third-Party
                  Claim. Such notification will be given within fifteen (15)
                  days after receipt by the Indemnified Party of notice of such
                  Third-Party Claim, will be accompanied by reasonable
                  supporting documentation submitted by such third party (to the
                  extent then in the possession of the Indemnified Party) and
                  will describe in reasonable detail (to the extent known by the
                  Indemnified Party) the facts constituting the basis for such
                  Third-Party Claim and the amount of the claimed Damages;
                  provided, however, that no delay or deficiency on the part of
                  the Indemnified Party in so notifying the Indemnifying Party
                  will relieve the Indemnifying Party of any liability for
                  Damages or obligation hereunder except to the extent of any
                  Damages caused by or arising out of such failure. Within
                  twenty (20) days after delivery of such notification, the
                  Indemnifying Party may, upon written notice thereof to the
                  Indemnified Party, assume control of the defense of such
                  Third-Party Claim with counsel reasonably satisfactory to the
                  Indemnified Party. During any period in which the Indemnifying
                  Party has not so assumed control of such defense, the
                  Indemnified Party will control such defense.


                                       16



                           (ii) The Party not controlling such defense (the
                  "Non-controlling Party") may participate therein at its own
                  expense.

                           (iii) The Party controlling such defense (the
                  "Controlling Party") will keep the Non-controlling Party
                  reasonably advised of the status of such Third-Party Claim and
                  the defense thereof and will consider in good faith
                  recommendations made by the Non-controlling Party with respect
                  thereto. The Non-controlling Party will furnish the
                  Controlling Party with such Information as it may have with
                  respect to such Third-Party Claim (including copies of any
                  summons, complaint or other pleading which may have been
                  served on such Party and any written claim, demand, invoice,
                  billing or other document evidencing or asserting the same)
                  and will otherwise cooperate with and assist the Controlling
                  Party in the defense of such Third-Party Claim.

                           (iv) The Indemnifying Party will not agree to any
                  settlement of, or the entry of any judgment arising from, any
                  such Third-Party Claim without the prior written consent of
                  the Indemnified Party, which consent will not be unreasonably
                  withheld or delayed; provided, however, that the consent of
                  the Indemnified Party will not be required if (A) the
                  Indemnifying Party agrees in writing to pay any amounts
                  payable pursuant to such settlement or judgment, and (B) such
                  settlement or judgment includes a full, complete and
                  unconditional release of the Indemnified Party from further
                  Liability. The Indemnified Party will not agree to any
                  settlement of, or the entry of any judgment arising from, any
                  such Third-Party Claim without the prior written consent of
                  the Indemnifying Party, which consent will not be unreasonably
                  withheld or delayed.

                                   ARTICLE XI
                                  MISCELLANEOUS

         11.1 Relationship of the Parties. The Parties declare and agree that
each Party is engaged in a business that is independent from that of the other
Party and each Party shall perform its obligations as an independent contractor.
It is expressly understood and agreed that RECEIVING PARTY and PROVIDING PARTY
are not partners, and nothing contained herein is intended to create an agency
relationship or a partnership or joint venture with respect to the Corporate
Services. Neither Party is an agent of the other and neither Party has any
authority to represent or bind the other Party as to any matters, except as
authorized herein or in writing by such other Party from time to time.

         11.2 Employees. (a) PROVIDING PARTY shall be solely responsible for
payment of compensation to its employees and, as between the Parties, for its
Subsidiaries' employees and for any injury to them in the course of their
employment. PROVIDING PARTY shall assume full responsibility for payment of all
federal, state and local taxes or contributions imposed or required under
unemployment insurance, social security and income tax laws with respect to such
persons.

               (b) RECEIVING PARTY shall be solely responsible for payment of
compensation to its employees and, as between the Parties, for its Subsidiaries'
employees and


                                       17



for any injury to them in the course of their employment. RECEIVING PARTY shall
assume full responsibility for payment of all federal, state and local taxes or
contributions imposed or required under unemployment insurance, social security
and income tax laws with respect to such persons.

         11.3 Assignment. Neither Party may, in connection with a sale of an
asset to which one or more of the Corporate Services relate, assign, transfer or
convey any right, obligation or duty, in whole or in part, or of any other
interest under this Agreement relating to such Corporate Services without the
prior written consent of the other Party. All obligations and duties of a Party
under this Agreement shall be binding on all successors in interest and
permitted assigns of such Party. Each Party may use its Subsidiaries or
subcontractors to perform the Corporate Services; provided that such use shall
not relieve such assigning Party of liability for its responsibilities and
obligations.

         11.4 Severability. In the event that any one or more of the provisions
contained herein shall for any reason be held to be unenforceable in any respect
under law, such unenforceability shall not affect any other provision of this
Agreement, and this Agreement shall be construed as if such unenforceable
provision or provisions had never been contained herein.

         11.5 Third Party Beneficiaries. The provisions of this Agreement are
for the benefit of the Parties and their affiliates and not for any other
person. However, should any third party institute proceedings, this Agreement
shall not provide any such person with any remedy, claim, liability,
reimbursement, cause of action, or other right.

         11.6 Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida, without giving effect to
such State's laws and principles regarding the conflict of laws. Subject to
Section 1.4, if any Dispute arises out of or in connection with this Agreement,
except as expressly contemplated by another provision of this Agreement, the
Parties irrevocably (a) consent and submit to the exclusive jurisdiction of
federal and state courts located in Jacksonville, Florida, (b) waive any
objection to that choice of forum based on venue or to the effect that the forum
is not convenient and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT
TO TRIAL OR ADJUDICATION BY JURY.

         11.7 Executed in Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same document.

         11.8 Construction. The headings and numbering of articles, sections and
paragraphs in this Agreement are for convenience only and shall not be construed
to define or limit any of the terms or affect the scope, meaning, or
interpretation of this Agreement or the particular Article or Section to which
they relate. This Agreement and the provisions contained herein shall not be
construed or interpreted for or against any Party because that Party drafted or
caused its legal representative to draft any of its provisions.

         11.9 Entire Agreement. This Agreement, including all attachments,
constitutes the entire Agreement between the Parties with respect to the subject
matter hereof, and supersedes


                                       18



all prior oral or written agreements, representations, statements, negotiations,
understandings, proposals and undertakings, with respect to the subject matter
hereof.

         11.10 Amendments and Waivers. The Parties may amend this Agreement only
by a written agreement signed by each Party and that identifies itself as an
amendment to this Agreement. No waiver of any provisions of this Agreement and
no consent to any default under this Agreement shall be effective unless the
same shall be in writing and signed by or on behalf of the Party against whom
such waiver or consent is claimed. No course of dealing or failure of any Party
to strictly enforce any term, right or condition of this Agreement shall be
construed as a waiver of such term, right or condition. Waiver by either Party
of any default by the other Party shall not be deemed a waiver of any other
default.

         11.11 Remedies Cumulative. Unless otherwise provided for under this
Agreement, all rights of termination or cancellation, or other remedies set
forth in this Agreement, are cumulative and are not intended to be exclusive of
other remedies to which the injured Party may be entitled by law or equity in
case of any breach or threatened breach by the other Party of any provision in
this Agreement. Unless otherwise provided for under this Agreement, use of one
or more remedies shall not bar use of any other remedy for the purpose of
enforcing any provision of this Agreement.

         11.12 Taxes. All charges and fees to be paid to PROVIDING PARTY under
this Agreement are exclusive of any applicable taxes required by law to be
collected from the RECEIVING PARTY (including, without limitation, withholding,
sales, use, excise, or services tax, which may be assessed on the provision of
Corporate Services). In the event that a withholding, sales, use, excise, or
services tax is assessed on the provision of any of the Corporate Services under
this Agreement, RECEIVING PARTY will pay directly, reimburse or indemnify
PROVIDING PARTY for such tax, plus any applicable interest and penalties. The
Parties will cooperate with each other in determining the extent to which any
tax is due and owing under the circumstances, and shall provide and make
available to each other any resale certificate, information regarding
out-of-state use of materials, services or sale, and other exemption
certificates or information reasonably requested by either Party.

         11.13 Changes in Law. PROVIDING PARTY's obligations to provide
Corporate Services hereunder are to provide such Corporate Services in
accordance with applicable laws as in effect on the date of this Agreement. Each
Party reserves the right to take all actions in order to ensure that the
Corporate Services and Transition Assistance are provided in accordance with any
applicable laws.


                           [signature page to follow]


                                       19



         IN WITNESS WHEREOF, the Parties, acting through their authorized
officers, have caused this Agreement to be duly executed and delivered as of the
date first above written.


                                             PROVIDING PARTY:

                                             FIDELITY NATIONAL FINANCIAL, INC.


                                             By
                                                --------------------------------
                                                    Name:
                                                    Title:


                                             RECEIVING PARTY:

                                             FIDELITY NATIONAL TITLE GROUP, INC.


                                             By
                                                --------------------------------
                                                    Raymond R. Quirk
                                                    Chief Executive Officer


                                       20



                            DEFINITIONS AND FORMULAS

                   FOR PURPOSES OF CALCULATING COST ALLOCATION


For purposes of this Agreement and the Corporate Service Schedules:

"Direct Employee Compensation" of an employee means the aggregate of such
employee's salary, overtime, cash bonus and commission compensation and payroll
taxes attributable thereto.

"Departmental Costs" of a department/cost center means any and all costs
incurred by or allocated to that department/cost center other than Direct
Employee Compensation of the employees in the department/cost center, such as
office furniture and equipment, office space and facilities expenses, repairs &
maintenance expenses, rent and leasehold improvements, utilities,
telecommunications and IT equipment, insurance costs, employee benefits costs,
depreciation, amortization, real property and personal property taxes,
advertising and promotional expenses (if any), postage, courier and shipping
expenses, printing, reproduction, stationary, and office supplies, travel and
entertainment expenses, educational, training and recruiting expenses,
professional dues and subscriptions, fees, costs and expenses incurred in
connection with the Services that are included in Administrative Overhead, and
the other similar costs that are generally characterized as "overhead"', in each
case as allocated to the department/cost center in accordance with PROVIDING
PARTY's current overhead cost allocation policy.

"Servicing Employee" means an employee of PROVIDING PARTY or its Subsidiaries
who provides services to RECEIVING PARTY and its Subsidiaries under this
Agreement.

"Standard Allocation", for purposes of the Services provided under this
Agreement and the Schedules hereto, including the Cost Allocation section of the
Schedules, shall be calculated as follows:

         1.       Out of Pocket Costs incurred by or on behalf of RECEIVING
                  PARTY or its Subsidiary(s) are charged directly to it and are
                  not part of the Services under this Agreement or the payments
                  to be made therefor.

         2.       The Direct Employee Compensation of the PROVIDING PARTY
                  Servicing Employees shall be allocated to RECEIVING PARTY
                  based on the percentage of work time that each such Servicing
                  Employee spends in providing the applicable Services to
                  RECEIVING PARTY and its Subsidiaries. These allocations shall
                  be determined as of the Closing Date, based on data and result
                  of June 2005, and shall be applied to determine the
                  allocations hereunder on a monthly basis, with each work time
                  percentage and corresponding Departmental Cost percentage to
                  be re-examined and updated (if appropriate) at the end of each
                  1-month period following the Closing Date, it being understood
                  that all changes in the allocations must be pre-approved by
                  the Chief Accounting Officer of FNT.


                                       21



                  By way of example, for a Servicing Employee of PROVIDING PARTY
                  who has an annual salary of $50,000, a cash bonus of $20,000,
                  and payroll taxes of $10,000 and who spends 40% of his work
                  time on providing Services under this Agreement, RECEIVING
                  PARTY would be allocated a Direct Employee Compensation cost
                  of $32,000 calculated as follows:

                  ($50,000 + $20,000 + $10,000)  x  40% = $32,000.

         3.       In addition to the Direct Employee Compensation, Departmental
                  Costs of each department/cost center of PROVIDING PARTY that
                  has Servicing Employees shall be allocated to RECEIVING PARTY
                  based on a percentage reflecting the aggregate regular
                  salaries of all of the Servicing Employees in that
                  department/cost center, in relation to the aggregate regular
                  salaries of all employees in the department/cost center,
                  taking into account the percentage of work time that each
                  Servicing Employee in the department/cost center spends in
                  providing services to RECEIVING PARTY and its Subsidiaries
                  hereunder.

                  By way of example, assume that in a PROVIDING PARTY
                  department/cost center, there are 20 employees, 5 of whom are
                  Servicing Employees who each spend 40% of the work time
                  providing services to RECEIVING PARTY and its Subsidiaries. If
                  the aggregate regular salaries of the 20 employees is
                  $500,000, and the aggregate regular salaries of the 5
                  Servicing Employees is $300,000, then we determine the portion
                  of the Departmental Costs that will be allocated to RECEIVING
                  PARTY as follows:

                  First, determine the aggregate regular salaries allocable to
                  RECEIVING PARTY:

                           $300,000  x  40% = $120,000.

                  Then, determine the portion of the Departmental Costs to be
                  allocated to RECEIVING PARTY based on the aggregate regular
                  salaries percentage:

                           $120,000  /  $500,000 = 24%.

                  In this example, 24% of the Departmental Costs of this
                  department/cost center will be allocated to RECEIVING PARTY.

         4.       Except to the extent otherwise expressly provided herein, for
                  any given 1-month period, all Direct Employee Compensation to
                  be allocated shall be determined on the basis of the
                  applicable work time percentages for the immediately preceding
                  1-month period, except that the Direct Employee Compensation
                  allocations applicable on the Closing Date shall be based on
                  the work time percentages applicable for the calendar month
                  June 2005. At the end of each 1-month period, the work time
                  percentages shall be re-examined and the Direct Employee
                  Compensation will be re-allocated based on the revised work
                  time percentages, if


                                       22



                  any. For any given 1-month, all Departmental Costs to be
                  allocated shall be determined on the basis of the applicable
                  aggregate salaries and related percentages for the immediately
                  preceding 1-month period, except that the aggregate salaries
                  and related percentages applicable on the Closing Date shall
                  be based on the work time percentages and aggregate salaries
                  applicable for the calendar month June 2005.

         5.       If at any time during the Term of this Agreement RECEIVING
                  PARTY terminates or discontinues all or any portion of a
                  Corporate Service prior to the end of the Term or if any
                  Corporate Service (or portion thereof) automatically
                  terminates, pursuant to Section 2.2(b) (hereinafter referred
                  to as a "Discontinued Service"), then effective as of the last
                  day of the calendar month in which such termination or
                  discontinuation is effective, Corporate Services Fees related
                  to the Discontinued Service shall no longer be owing under
                  this Agreement.


                                       23

                                                                    EXHIBIT 10.4

                              TAX MATTERS AGREEMENT

                                     BETWEEN

                        FIDELITY NATIONAL FINANCIAL, INC.

                                       AND

                       FIDELITY NATIONAL TITLE GROUP, INC.

                              TAX MATTERS AGREEMENT

     THIS TAX MATTERS AGREEMENT (this "Agreement"), dated as of __________,
2005, by and among Fidelity National Financial, Inc. ("FNF"), a Delaware
corporation, and Fidelity National Title Group, Inc. ("FNT"), a Delaware
corporation and currently a subsidiary of FNF, is entered into as of the date
last executed by the undersigned parties.

                                    RECITALS

     WHEREAS, as set forth in the resolutions of the Board of Directors of FNF
dated May 16, 2005, FNF intends to distribute to its shareholders, on a pro rata
basis, Class A Common Stock of FNT representing 17.5% of its outstanding common
stock, on a date to be determined ("Distribution Date");

     WHEREAS, FNF is the common parent of the affiliated group of corporations
(the "Affiliated Group") within the meaning of Section 1504(a) of the Internal
Revenue Code of 1986, as amended (the "Code"), which includes FNT and the FNT
Subsidiaries; and

     WHEREAS, FNF is party to a Tax Sharing Agreement which includes FNT and the
FNT Subsidiaries.

     NOW THEREFORE, in consideration of the mutual covenants and promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

                            ARTICLE 1. DEFINITIONS.

1.1  In General. As used in this Agreement, the following capitalized terms
     shall have the following meanings:

     "Affiliated Group" has the meaning set forth in the Recitals.

     "Agreement" has the meaning set forth in the Preamble hereto.

     "Code" has the meaning set forth in the Recitals to this Agreement.

     "Combined Return" means any state or local Tax Return filed on a
consolidated, combined, unitary or other similar basis wherein any FNT
Subsidiary joins in the filing of such Tax Return (for any Taxable Year) with a
member of the Affiliated Group that is not an FNT Subsidiary.

     "Combined State Tax Liability" means the Tax imposed by a State or
political subdivision thereof which (i) is imposed on, or measured by, gross or
net receipts, income, capital or net worth, including State and local franchise
or similar Taxes measured by net income, excluding any telecommunications, gross
receipts (other than Taxes on gross receipts that are imposed in lieu of a Tax
on net receipts) and other transaction taxes and (ii) is computed on a
consolidated, unitary, or combined basis by reference to the income and/or
activities of a

                                      -1-

member of the Affiliated Group other than the FNT Subsidiaries, on the one hand,
and one or more FNT Subsidiaries on the other.

     "Consolidated Federal Tax Liability" means the Federal Income Tax liability
of the Affiliated Group.

     "Consolidated Return" means any Federal Income Tax Return of the Affiliated
Group filed on a consolidated basis pursuant to Section 1501 of the Code.

     "Covered Insurance Company" means any FNT Subsidiary that has separately
entered into a written Tax Sharing Agreement with FNF and filed that Tax Sharing
Agreement with a State Insurance Commissioner, for the period that Tax Sharing
Agreement remains in effect.

     "Distribution Date" has the meaning set forth in the Preamble to this
Agreement.

     "Federal Income Tax" means any Tax imposed under Subtitle A of the Code
(including the Taxes imposed by Sections 11, 55, 831 and 1201(a) of the Code),
and any interest, additions to Tax or penalties applicable or related thereto,
and any other income-based U.S. federal Tax which is hereinafter imposed upon
corporations.

     "Final Determination" means with respect to any issue (a) a decision,
judgment, decree, or other order by the United States Tax Court or any other
court of competent jurisdiction that has become final and unappealable, (b) a
closing agreement under Section 7121 of the Code or a comparable provision of
any state, local or foreign Tax law that is binding against the Service or any
other Tax Authority, (c) any other final settlement with the Service or other
Tax Authority, or (d) the expiration of the applicable statute of limitations.

     "FNT" has the meaning set forth in the Preamble to this Agreement.

     "FNF" has the meaning set forth in the Preamble to this Agreement.

     "FNT Combined State Tax Liability" means the amount that the receipts,
income, or net worth of any FNT Subsidiary other than any Covered Insurance
Subsidiary resulted in, or increased the Combined State Tax Liability, with any
remaining Tax allocated between FNF and FNT on the basis which the FNT
Subsidiary's relative attribute (positive or negative) was taken into account in
determining the Combined State Tax Liability.

     "FNT Subsidiary" means any member of the Affiliated Group for which FNT,
directly or indirectly, beneficially owns more than 50% of the equity interest
or the voting control.

     "FNT Sum of Hypothetical Tax Liabilities" means, for any Taxable Year, the
sum of the Hypothetical Tax Liability for each FNT Subsidiary, EXCEPT that any
FNT Subsidiary that is a Covered Insurance Company shall be excluded from such
calculation.

     "Hypothetical Tax Liability" means, for any Taxable Year, the Tax Liability
that an FNT Subsidiary would have had for such Taxable Year if it had filed its
own separate federal income tax return for such Taxable Year, taking into
account any carryovers to, or carrybacks from, other Taxable Years of the FNT
Subsidiary. In computing each FNT Subsidiary's separate Tax

                                      -2-

Liability, (i) in the case of any item of income, gain, loss, deduction or
credit that is computed or subject to a limitation only on a consolidated basis,
including but not limited to, charitable contributions, capital losses
("Consolidated Items"), foreign tax credits, research and experimentation credit
and Section 1231 gains and losses, such Consolidated Item shall be taken into
account by the FNT Subsidiary to the extent (determined by FNF on any reasonable
basis) that a Consolidated Item is taken into account and actually affects the
amount of the Tax Liability of the Affiliated Group; (ii) in the case of the
treatment of an item subject to an election made only on a consolidated basis,
the treatment will be governed by the election made by FNF on the consolidated
return; (iii) all intercompany transactions (as defined in Treasury Regulation
Section 1.1502-13(b)(1)) between Subsidiaries shall be taken into account at the
time when such transactions are required to be taken into account by the FNT
Group under Treasury Regulation Section 1.1502-13; and (iv) any Consolidated
Item not initially taken into account in computing the Tax of each FNT
Subsidiary is shall be taken into account by each FNT Subsidiary in the year,
and to the extent that such Consolidated Item is taken into account by the
Affiliated Group; and (v) the FNT Subsidiary is treated as subject to tax on all
of its Taxable Income at the applicable maximum rate specified in the Code but
without the benefit of any surtax exemption.

     "Service" means the Internal Revenue Service.

     "Subsidiary" means a member of the Affiliated Group other than FNF.

     "Tax" means any net income, gross income, gross receipts, alternative or
add-on minimum, sales, use, ad valorem, franchise, profits, license,
withholding, payroll, employment, excise, transfer, recording, severance, stamp,
occupation, premium, property, environmental, estimated, custom duty, or other
tax, governmental fee or other like assessment or charge of any kind whatsoever,
together with any interest and any penalty, addition to Tax or additional amount
imposed by a Taxing Authority.

     "Tax Authority" means any governmental authority or any subdivision,
agency, commission or authority thereof or any quasi-governmental or private
body having jurisdiction over the assessment, determination, collection or
imposition of any Tax (including the Service).

     "Tax Law" means any federal, state, local or foreign law with respect to
Taxes, including the Code and Treasury Regulations.

     "Tax Return" means any return, report, certificate, form or similar
statement or document (including any related or supporting information or
schedule attached thereto and any information return, amended Tax return, claim
for refund or declaration of estimated Tax, including any electronic funds
transfer with respect thereto) supplied to, or filed with, a Tax Authority in
connection with the determination, assessment or collection of any Tax or the
administration of any laws, regulations or administrative requirements relating
to any Tax, including where permitted or required any Tax return filed on a
consolidated, combined, unitary or other similar basis.

     "Tax Sharing Agreement" means any tax sharing agreement, arrangement,
policy, or guideline, whether formal or informal, that exists between FNF and
any or all of its Subsidiaries.

                                      -3-

     "Taxable Year" means, with respect to any Tax, the period for which the Tax
is reported as provided under the Code or any other applicable Tax Laws.

     "Treasury Regulations" means the final and temporary Tax regulations
promulgated under the Code, as such regulations may be amended from time to time
(including corresponding provisions of successor regulations).

1.2  Construction Principles. As used in this Agreement, (a) the singular shall
be deemed to include the plural and vice versa, (b) the captions and section
headings are inserted for convenience of reference only and are not intended to
have any significance for the interpretation of, or construction of, the
provisions of this Agreement, and (c) any reference to any person shall be
deemed to include any predecessor or successor in interest thereto by merger or
otherwise.

          ARTICLE 2. TAX RETURNS, TAX SHARING PAYMENTS AND GENERAL TAX
                            ADMINISTRATIVE MATTERS.

2.1  Filing of Returns. FNF shall prepare (or cause to be prepared) and timely
file (or cause to be timely filed) all Consolidated Returns and all Combined
Returns.

2.2  Payment of Taxes.

     (a)  For all Taxable Years commencing after the Distribution Date, FNF
shall pay (or cause to be paid) to the appropriate Tax Authority all Taxes, if
any, shown on any Tax Return prepared pursuant to section 2.1.

     (b)  With respect to any required payment of estimated Federal Income Taxes
(determined under section 6655 of the Code), FNT shall pay to FNF the sum of all
of the hypothetical estimated tax payments that would have been payable if each
of the FNT Subsidiaries had filed its own separate Tax Return for such Taxable
Year, EXCEPT that in computing the sum of all estimated hypothetical tax
liabilities, the hypothetical tax liabilities of all Covered Insurance Companies
shall be excluded. In computing each FNT Subsidiary's hypothetical estimated tax
payment, each payment shall be sufficient to avoid incurring any addition to tax
by FNF under Section 6655 of the Code by reason of an underpayment by a "large
corporation" within the meaning of Section 6655(g)(2) of the Code and shall be
consistent with the elections permitted to be made under Section 6655(d) and (e)
of the Code as actually made by FNT, in its sole discretion, for such Taxable
Year.

     (c)  FNT shall pay to FNF, or FNF shall pay to FNT, as the case may be, the
difference between the FNT Sum of Hypothetical Tax Liabilities for such Taxable
Year and the amount paid by FNT to FNF pursuant to section 2.2(b) hereof for
such Taxable Year.

     (d)  If any FNT Subsidiary has a loss or credit on a Federal Income Tax
Return or a Combined Return which could be carried back to and which would
reduce that FNT Subsidiary's Hypothetical Tax Liability for any earlier year for
which it was included in the Affiliated Group, then (i) if, and to the extent
that such loss or credit is utilized to actually reduce the Affiliated Group's
Consolidated Tax Liability for such Taxable Year, FNF shall pay to FNT on the
date the Affiliated Group Federal Consolidated Return is actually filed for such
Taxable Year the amount by which the Hypothetical Tax Liability in such earlier
year is reduced by reason of the

                                      -4-

carryback or (ii) if, and to the extent that such loss or credit is actually
carried back to an earlier taxable year of the Affiliated Group, FNF shall pay
to FNT on the date any refund of tax is actually received the amount by which
the FNT Subsidiary's Hypothetical Tax Liability in such earlier year is reduced
by reason of such carryback, together with any applicable interest.

     (e)  FNT shall pay to FNF the FNT Combined State Tax Liability if the FNT
Combined State Tax Liability is a positive number. FNF shall pay to FNT the
absolute value of the FNT Combined State Tax Liability if the FNT Combined State
Tax Liability is a negative number.

     (f)  All settlements under this Agreement shall be made within 30 days of
the filing of the applicable estimated or actual consolidated federal income tax
return with the Internal Revenue Service, except where a refund is due FNF, in
which case, it may defer payment to FNT to within 30 days of receipt of such
refund.

2.3   Agent. In all matters relating to the Affiliated Group's Consolidated Tax
Liability, FNF is the agent for FNT and each FNT Subsidiary. As said agent, FNF
has the sole authority and discretion to make any election for each Subsidiary,
including any election that must be made to determine each Subsidiary's separate
taxable income for purposes of computing the Consolidated Tax Liability of the
Affiliated Group.

2.4   Adjustments. FNT agrees that FNF alone shall be responsible for, and shall
have sole and absolute discretion with respect to, claiming any deductions or
credits not claimed on the Affiliated Group consolidated return as filed, the
filing of any amended returns, agreeing to, contesting, or settling any
adjustments to the Affiliated Group's Consolidated Tax Liability or Combined
State Tax Liability for any Taxable Year covered by this Agreement, and FNF
shall pay any deficiencies in, or receive any refunds of, the Affiliated Group's
Consolidated Tax Liability or Combined State Tax Liability for any such Taxable
Year resulting from a Final Determination. If Consolidated Tax Liability or
Combined State Tax Liability reported on a federal Tax Return is revised by the
Service or other appropriate authority, the Parties to this Agreement shall
recalculate the FNT Sum of Hypothetical Tax Liabilities, FNT shall pay to FNF or
FNF shall pay to FNT, as the case may be, the amount necessary to reflect all
adjustments for any Taxable Year, together with any interest and penalties
fairly attributable thereto.

2.5    Resolution of Disputes as to FNT Sum of Hypothetical Tax Liabilities and
Combined State Taxes. In the event of a disagreement between the parties hereto
as to the amount of the FNT Sum of Hypothetical Tax Liabilities or FNT Combined
State Tax Liability for any Taxable Year, such amount shall be determined by the
independent certified public accountants who audit FNF's certified financial
statements at the time such dispute arises, and the determination of such
accountants shall be final and binding on the parties hereto.

                           ARTICLE 3. MISCELLANEOUS.

3.1   Effectiveness. This Agreement shall become effective as of the
Distribution Date.

3.2   Notices. All notices and other communications hereunder shall be in
writing and hand delivered or mailed by registered or certified mail (return
receipt requested) or sent by any means

                                      -5-

of electronic message transmission with delivery confirmed (by voice or
otherwise) to the parties at the following addresses (or at such other addresses
for a party as shall be specified by like notice) and will be deemed given on
the date on which such notice is received:

                  TO FNF:

                  Fidelity National Financial, Inc.
                  Attention:   Richard Cox, Senior Vice President -
                                            Corporate Tax Director
                  601 Riverside Avenue
                  Jacksonville, FL 32201
                  Telephone: (904) 854-8152

                  TO FNT:

                  Fidelity National Title Group, Inc.
                  Attention:   Richard Cox, Senior Vice President -
                                            Corporate Tax Director
                  601 Riverside Avenue
                  Jacksonville, FL 32201
                  Telephone: (904) 854-8100

And to such other persons or places as each party may from time to time
designate by written notice sent as aforesaid.

3.3       Changes in Law.

     (a)  Any reference to a provision of the Code or any other Tax Law shall
include a reference to any applicable successor provision or law.

     (b)  If, due to any change in applicable law or regulations or their
interpretation by any court of law or other governing body, performance of any
provision of this Agreement or any transaction contemplated thereby shall become
impracticable or impossible, the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same
or substantially the same result as that contemplated by such provision.

3.4       Successors. The provisions to this Agreement shall be binding
upon, inure to the benefit of and be enforceable by the parties and their
respective successors and permitted assigns.

3.5       Assignment. Except for assignments or transfers by operation of
law, this Agreement shall not be assignable, in whole or in part, directly or
indirectly, by any party hereto without the prior written consent of the other
party hereto, which consent will not be unreasonably withheld, and any attempt
to assign any rights or obligations arising under this Agreement without such
consent shall be void.

3.6       Entire Agreement. The provisions of this Agreement contain the
entire agreement between the parties hereto with respect to the subject matter
hereof and shall supersede all previous negotiations, commitments and writings
with respect to such subject matter.

                                      -6-

3.7       Governing Law. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Delaware applicable to
contracts made and to be performed in the State of Delaware.

3.8       Counterparts. This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been signed by
each of the parties and delivered to the other parties.

3.9       Severability. In the event any one or more of the provisions
contained in this Agreement should be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions contained herein shall not in any way be affected or impaired
thereby. The parties shall endeavor in good-faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions, the economic
effect of which comes as close as possible to that of the invalid, illegal or
unenforceable provisions.

3.10      No Third Party Beneficiaries. Except as otherwise provided
herein, this Agreement is solely for the benefit of FNF and FNT. This Agreement
should not be deemed to confer upon third parties any remedy, claim, liability,
reimbursement, claim of action or other rights in excess of those existing
without reference to this Agreement.

3.11      Waivers. The failure of any party to require strict performance by any
other party of any provision in this Agreement will not waive or diminish that
party's right to demand strict performance thereafter of that or any other
provision hereof.

3.12      Setoff. All payments to be made by any party under this Agreement
may be netted against payments due to such party under this Agreement, but
otherwise shall be made without setoff, counterclaim or withholding, all of
which are hereby expressly waived.

3.13      Headings. The article and section headings of this Agreement are
for convenience of reference only and shall not be deemed to alter or affect the
meaning or interpretation of any provision hereof.

3.14      Amendments. This Agreement may not be modified or amended except
by an agreement in writing signed by each of the parties hereto.

3.15      Termination. This Agreement may be terminated at any time by the
written mutual agreement of the Parties. Participation shall end immediately if
FNT is no longer a member of the Affiliated Group or FNF does not file a
Consolidated Tax Return for a Taxable Year.

     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to
be executed by a duly authorized officer as of the date first above written.


                                      FIDELITY NATIONAL FINANCIAL, INC.

                                      By
                                         ---------------------------------------
                                      Name:
                                      Title:

                                      -7-

                                      FIDELITY NATIONAL TITLE GROUP, INC.

                                      By
                                         ---------------------------------------
                                         Raymond R. Quirk
                                         Chief Executive Officer


                                      -8-

                                                                    EXHIBIT 10.5

                           EMPLOYEE MATTERS AGREEMENT

This EMPLOYEE MATTERS AGREEMENT (the "Agreement") dated as of ______________,
2005 by and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation
("FNF"), and FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation ("FNT"
and together with FNF, the "Parties" and individually, a "Party").

                                    RECITALS:

      WHEREAS upon the effectiveness of the registration statement relating to
the distribution of certain shares of common stock of FNT to the FNF
stockholders (the "Distribution"), FNT will no longer be a wholly owned
subsidiary of FNF; and

      WHEREAS, the Parties hereto wish to set forth their agreement as to
certain matters regarding the treatment of, and the compensation and employee
benefits provided to, employees of the FNT Group after consummation of the
Distribution.

      NOW, THEREFORE, in consideration of the foregoing and the mutual covenants
and conditions set forth below, the Parties hereby agree with legal and binding
effect as follows:

                                   ARTICLE I.
                                   DEFINITIONS

      The following terms, as used herein, shall have the following meanings:

            1.1   "Affiliate" means, with respect to any specified Person, a
Person that directly, or indirectly through one or more intermediaries,
controls, is controlled by, or is under common control with, such specified
Person. For purposes of this Agreement, the term "control" means the possession,
directly or indirectly, of the power to direct or cause the direction of the
management and policies of an entity, whether through ownership of voting
securities, by contract or otherwise.

            1.2   "Agreement" has the meaning set forth in the preamble.

            1.3   "Change of Control of FNT" means any event or circumstance
causing FNF to own or control, directly or indirectly, fifty percent (50%) or
less of the stock, or other equity interest entitled to vote on the election of
the members to the board of directors or similar governing body, of FNT.

            1.4   "Closing Date" has the meaning ascribed to such term in the
Separation Agreement.

            1.5   "Code" means the Internal Revenue Code of 1986, as amended,
and the regulations thereunder.



            1.6   "Employee Benefit Plan" means:

                  (a)   any plan, fund, or program that provides health,
            medical, surgical, hospital or dental care or other welfare
            benefits, or benefits in the event of sickness, accident or
            disability, or death benefits, apprenticeship or other training
            programs, or day care centers, scholarship funds, or prepaid legal
            services,

                  (b)   any plan, fund, or program that provides retirement
            income to employees or results in a deferral of income by employees
            for periods extending to the termination of covered employment or
            beyond,

                  (c)   any plan, fund or program that provides severance,
            unemployment, vacation or fringe benefits (including dependent and
            health care accounts),

                  (d)   any incentive compensation plan, deferred compensation
            plan, stock option or stock-based incentive or compensation plan, or
            stock purchase plan, or

                  (e)   any other "employee pension benefit plan" (as defined in
            Section 3(2) of ERISA), any other "employee welfare benefit plan"
            (as defined in Section 3(1) of ERISA), and any other written or oral
            plan, agreement or arrangement involving direct or indirect
            compensation including, without limitation, insurance coverage,
            severance benefits, disability benefits, fringe benefits, pension or
            retirement plans, profit sharing, deferred compensation, bonuses,
            stock options, stock purchase, phantom stock, stock appreciation or
            other forms of incentive compensation or post-retirement
            compensation.

            1.7   "ERISA" means the Employee Retirement Income Security Act of
1974, as amended, and the regulations thereunder.

            1.8   "FNF" has the meaning set forth in the preamble.

            1.9   "FNF 401(k) Plan" Fidelity National Financial, Inc. 401(k) and
Profit Sharing Plan, as may be amended from time to time.

            1.10  "FNF ESPP" means the Fidelity National Financial, Inc.
Employee Stock Purchase Plan, as may be amended from time to time.

            1.11  "FNF Flex Plans" is defined in Section 2.3 herein.

            1.12  "FNF Group" means FNF, the FNF Subsidiaries and each Person
that is an Affiliate of FNF (other than FNT or any FNT Group Member) immediately
after the Closing Date.

            1.13  "FNF Health Plans" is defined in Section 2.2 herein.

            1.14  "FNF Options" is defined in Section 3.1(a) herein.

            1.15  "FNT" has the meaning set forth in the preamble.

                                        2


            1.16  "FNT 401(k) Plan" is defined in Section 2.1(b) herein.

            1.17  "FNT Group" means FNT, the FNT Subsidiaries and each Person
that FNT controls, directly or indirectly, immediately after the Closing Date.

            1.18  "FNT Group Member" means a member of the FNT Group.

            1.19  "Group Member" means either a member of the FNT Group or a
member of the FNF Group, as the context requires.

            1.20  "Non-U.S. Employee" means each employee of FNT or any FNT
Group Member on a non-U.S. payroll.

            1.21  "Party" and "Parties" have the meanings set forth in the
preamble.

            1.22  "Person" means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency, or political subdivision thereof.

            1.23  "Separation Agreement" means that certain Separation Agreement
dated as of ____________, 2005 between FNF and FNT.

            1.24  "Subsidiaries" means with respect to any specified Person, any
corporation or other legal entity of which such Person controls or owns,
directly or indirectly, more than fifty percent (50%) of the stock or other
equity interest entitled to vote on the election of the members to the board of
directors or similar governing body.

            1.25  "Transition Date" is defined in Section 2.2 herein.

            1.26  "U.S. Employee" means each employee of FNT or any FNT Group
Member on a U.S. payroll.

                                   ARTICLE II.
                              U.S. EMPLOYEE MATTERS

            2.1   Continued Plan Participation.

                  (a)   All U.S. Employees will continue to participate in the
FNF 401(k) Plan (under the same terms and conditions under which they
participated immediately prior to the Closing Date) during the period commencing
on the Closing Date and continuing until a Change of Control of FNT occurs or
until such earlier date as may be agreed to by the Parties. As long as any U.S.
Employees participate in the FNF 401(k) Plan, FNT agrees to pay timely, or cause
to be paid timely, to the FNF 401(k) Plan all elective deferrals and matching or
other employer contributions related to the participation in the FNF 401(k) Plan
of the U.S. Employees, in each case in accordance with the applicable FNF 401(k)
Plan contribution procedures.

                                        3


                  (b)   If FNT establishes a qualified defined contribution
retirement plan ("FNT 401(k) Plan"), as soon as practicable after the date the
FNT 401(k) Plan has received its determination letter from the Internal Revenue
Service that it is qualified in form under Section 401(a) of the Code (or such
earlier date as may be agreed to by the Parties), FNF shall cause the accounts,
if any, of the U.S. Employees, their beneficiaries and their respective
alternate payees, if any, under the FNF 401(k) Plan to be transferred to the FNT
401(k) Plan, and FNT shall cause such transferred accounts to be accepted by the
FNT 401(k) Plan, in accordance with Section 414(l) of the Code to the extent
applicable. Such transfer shall include credit for any Company matches allocable
for the period ending on the last day such U.S. Employees participate in the FNF
401(k) Plan, it being understood that no condition exists that such U.S.
Employee be employed by a participating employer on any other date to be
eligible for such allocation. The transfer of such accounts shall be made in
cash, interests in mutual funds, securities or other property or in a
combination thereof, as the Parties may agree; provided that, to the extent
practicable, the transferred accounts shall be reinvested initially in
investments under the FNT 401(k) Plan that are comparable to the investments in
which such accounts were invested immediately before the date of transfer,
except with respect to portions of the transferred accounts invested in FNF
common stock. Any outstanding U.S. Employee loan balances under the FNF 401(k)
Plan shall also be transferred with the underlying accounts.

            2.2   Health and Dental Plans; Disability Plans. During the period
commencing on the Closing Date and continuing until a Change of Control of FNT
occurs or until such earlier date as may be agreed to by the Parties (the
"Transition Date"), FNT shall continue to participate in the FNF medical and
dental benefit plans (collectively, the "FNF Health Plans") for the benefit of
the eligible employees of the FNT Group, and FNF shall consent thereto, all in
accordance with the terms of those plans. FNT (or the applicable FNT Group
Member) shall timely pay to the FNF Health Plans (or their providers or
insurers, as applicable) its portion of employer expenses for the FNF Health
Plans in accordance with the applicable cost allocation method in effect
immediately prior to the Closing Date (or such other method as may be agreed to
by the Parties). Notwithstanding the foregoing, if after commercially reasonable
efforts FNT has not established its own replacement benefit plans by the
Transition Date, such Transition Date shall be deferred an additional 90 days.

            2.3   Health Reimbursement Plan and Dependent Care Plan. During the
period commencing on the Closing Date and continuing until the Transition Date,
FNT shall continue to participate in FNF's health and dependent care flexible
spending account plans (the "FNF Flex Plans") for the benefit of U.S. employees,
and FNF shall consent thereto, in accordance with the respective terms of such
plans. Immediately prior to the Transition Date or such earlier date specified
by the Parties, U.S. Employees shall cease to contribute to the FNF Flex Plans,
in accordance with the respective terms of such plans and FNF and FNT agree that
account balances of participating U.S. Employees shall be transferred to new FNT
health and dependent care flexible spending account plans.

            2.4   Other Welfare and Nonqualified Pension Plans. During the
period commencing on the Closing Date and continuing until the Transition Date,
FNT shall participate in FNF's (i) employee welfare benefit plans (as defined in
Section 3(1) of ERISA and including, but not limited to, the life insurance,
dependent life insurance, accidental death and dismemberment insurance, long-
and short-term disability insurance, business travel accident insurance, vision

                                        4


care, employee assistance, retiree life and medical insurance, long-term care
insurance, and legal assistance plans) not already covered in Section 2.2 and
2.3 above, and (ii) employee pension benefit plans (as defined in Section 3(2)
of ERISA) that are not intended to be tax-qualified under Section 401(a) of the
Code, for the benefit of eligible employees of the FNT Group, and FNF shall
consent thereto, all in accordance with the terms of those plans. FNT (or the
applicable FNT Group Member) shall continue to timely pay to FNF or the
applicable FNF Group Plans its portion of employer expenses with respect to the
welfare plans and non-qualified plans described in this Section 2.4 (and/or any
related trusts) in accordance with the applicable cost allocation method in
effect immediately prior to the Closing Date (or such other method as may be
agreed to by the Parties). Immediately prior to the Transition Date, all U.S.
Employees who participate in any of said welfare plans or non-qualified plans
shall cease to participate in those plans, and distribution of any benefits to
which they are entitled under those non-qualified plans shall be made at the
time and in the manner provided under those plans.

            2.5   Non-U.S. Employee Benefits. During the period commencing on
the Closing Date and continuing until the Transition Date, FNT shall continue to
participate in FNF's Non-U.S. Plans and such other employee benefit plans
outside of the United States.

                                  ARTICLE III.
              STOCK OPTIONS AND STOCK-BASED INCENTIVE COMPENSATION

            3.1   FNF Options. All options to purchase FNF common stock ("FNF
Options") held by U.S. Employees will remain subject to the same terms and
conditions under which they were held as of the Closing Date; provided, however,
that the number of shares subject to each FNF Option and the per-share exercise
price of the FNF Options will be adjusted to reflect the impact of the
Distribution. Any SFAS 123 or SFAS 123(R) charges related to the FNF Options
shall be treated by FNT (or the applicable FNT Group Member) as a contribution
to capital by FNF; provided, it is understood by the parties that FNF shall not
be entitled to issuance of any equity in connection with such contribution to
capital.

            3.2   FNF Restricted Stock. All employees of the FNT Group who have
received awards of FNF restricted stock will continue to hold their shares of
FNF restricted stock after the Closing Date on the same terms and conditions
under which they were held as of the Closing Date. As of the date of the
Distribution, such employees will receive unrestricted FNT common stock in the
Distribution in the same proportion as other FNF stockholders. Any SFAS 123 or
SFAS 123(R) charges related to the FNF restricted stock shall be treated by FNT
(or the applicable FNT Group Member) as a contribution to capital by FNF;
provided, it is understood by the parties that FNF shall not be entitled to
issuance of any equity in connection with such contribution to capital.

            3.3   Employee Stock Purchase Plan. Until otherwise agreed to by the
Parties, the U.S. Employees will continue to participate in the FNF ESPP after
the Closing Date.

                                        5


                                   ARTICLE IV.
                                  MISCELLANEOUS

            4.1   Amendment or Termination of Employee Benefit Plans.
Notwithstanding anything herein to the contrary, neither the FNT Group nor the
FNF Group shall be restricted in any way from amending or, with 30 days advance
written notice to the other Party, terminating, at any time or for any reason,
their respective Employee Benefit Plans, in whole or in part, or with respect to
any employee or group of employees.

            4.2   Entire Agreement. This Agreement constitutes the entire
agreement between the Parties with respect to the subject matter hereof and
supersedes all prior written and oral (and all contemporaneous oral) agreements
and understandings with respect to the express subject matter hereof. For
purposes of this Section 4.2 only, references herein to this Agreement shall
include the Schedules and Exhibits to this Agreement.

            4.3   Cooperation. FNF and FNT agree to, and to cause their Group
Members to, cooperate and use reasonable efforts to promptly (i) comply with all
requirements of this Agreement, ERISA, the Code and other laws and regulations
that may be applicable to the matters addressed herein, (ii) subject to
applicable law, provide each other with such information reasonably requested by
the other Party to assist the other Party in administering the Employee Benefit
Plans, including for purposes of auditing and reviewing charges, costs and
allocation methodologies with respect to the provision of benefits under the
Employee Benefit Plans, (iii) comply with applicable law and regulations and the
terms of this Agreement, and (iv) to the extent agreed upon by FNT and FNF,
establish one or more replacement Employee Benefit Plans for FNT.

            4.4   Third Party Beneficiaries. This Agreement shall not confer
third-party beneficiary rights upon any employee of the FNT Group or FNF Group
or any other person or entity. Nothing in this Agreement shall be construed as
giving to any such employee or other person or entity any legal or equitable
right against FNF or FNT (or their respective Group Members). This Agreement
shall not constitute a contract of employment and will not give any employee or
other person a right to be employed by or retained in the employ of either FNF
or FNT (or their respective Group Members), unless the employee or other person
would otherwise have that right under applicable law. This Agreement shall not
be deemed to change that at-will status of any employee.

            4.5   Employment Records. After the Closing Date, as may be
necessary for any business purpose of the FNF Group or to permit the FNF Group
to respond to any government inquiry or audit, defend any claim or lawsuit or
administer any FNF Employee Benefit Plan, the FNT Group will allow the FNF Group
reasonable access to and, if requested, copies of any records relating to all
U.S. Employees and Non-U.S. Employees. The FNF Group shall be responsible for
the cost associated with the production and copies of such requested documents.
FNF acknowledges (for itself and its respective Group Members) that FNT and its
Group Members are under no obligation to retain the above-described records for
a period of time that exceeds FNT's internal document retention policy, or
applicable law, whichever is greater.

                                        6


            4.6   Termination; Liability for Costs. This Agreement shall
terminate when services are no longer being provided herein. FNF shall indemnify
and hold harmless FNT for any liability arising or related to any of the FNF
Employee Benefit Plans other than the actual costs for services or charge for
benefits charged to FNT as contemplated herein, provided that such liability
arises out of or relates to negligent conduct or willful misconduct or the
violation of law by FNF.

      IN WITNESS WHEREOF, the Parties as of the date set forth above have
executed this Employee Matters Agreement.

                                      FIDELITY NATIONAL FINANCIAL, INC.

                                      By
                                         ____________________________________
                                            Name:
                                            Title:

                                      FIDELITY NATIONAL TITLE GROUP, INC.

                                      By
                                         ____________________________________
                                            Raymond R. Quirk
                                            Chief Executive Officer

                                        7

                                                                    EXHIBIT 10.6



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









                          REGISTRATION RIGHTS AGREEMENT

                                     BETWEEN



                        FIDELITY NATIONAL FINANCIAL, INC.

                                       AND

                       FIDELITY NATIONAL TITLE GROUP, INC.





                        DATED AS OF ______________, 2005








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








                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

ARTICLE I.  CERTAIN DEFINITIONS..............................................1

   Section 1.1.  Definitions.................................................1
   Section 1.2.  Interpretation..............................................4

ARTICLE II.  DEMAND REGISTRATION.............................................5

   Section 2.1.  Demand Registration.........................................5
   Section 2.2.  Piggyback Registrations.....................................7
   Section 2.3.  SEC Form S-3................................................9
   Section 2.4.  Holdback Agreements.........................................9
   Section 2.5.  Registration Procedures....................................10
   Section 2.6.  Suspension of Dispositions.................................13
   Section 2.7.  Registration Expenses......................................14
   Section 2.8.  Indemnification............................................14
   Section 2.9.  Transfer of Registration Rights............................17
   Section 2.10.  Rule 144..................................................17
   Section 2.11.  Preservation of Rights....................................17

ARTICLE III.  TERMINATION...................................................17

   Section 3.1.  Termination................................................17

ARTICLE IV.  MISCELLANEOUS..................................................18

   Section 4.1.  Notices....................................................18
   Section 4.2.  Authority..................................................19
   Section 4.3.  Governing Law..............................................19
   Section 4.4.  Successors and Assigns.....................................19
   Section 4.5.  Severability...............................................19
   Section 4.6.  Remedies...................................................19
   Section 4.7.  Waivers....................................................19
   Section 4.8.  Amendment..................................................20
   Section 4.9.  Counterparts...............................................20
   Section 4.10.  Entire Agreement..........................................20
   Section 4.11.  Descriptive Headings......................................20
   Section 4.12.  Construction..............................................20
   Section 4.13.  Arbitration...............................................20
   Section 4.14.  Consent to Jurisdiction...................................21
   Section 4.15.  Survival..................................................22

                                       i





                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (the "Agreement") is entered into as
______________________, 2005, by and between FIDELITY NATIONAL FINANCIAL, INC.,
a Delaware corporation ("FNF"), and FIDELITY NATIONAL TITLE GROUP, INC., a
Delaware corporation (the "Company").

                                    RECITALS

         WHEREAS, FNF has undertaken a strategic restructuring plan, pursuant to
which the Company has been formed and will be the holding company for all of
FNF's title insurance subsidiaries and operations; and

         WHEREAS, in conjunction with this restructuring plan, the Parties have
entered into a Separation Agreement dated as of _____________, 2005 (the
"Separation Agreement"), pursuant to which certain businesses and subsidiaries
will be transferred and assigned to the Company; and

         WHEREAS, in conjunction with the Separation Agreement, the Company will
distribute a minority interest in the capital stock of the Company to the
stockholders of FNF as a dividend (the "Distribution"), pursuant to a
Registration Statement on Form S-1 filed by the Company with the SEC (the
"Initial Registration Statement"); and

         WHEREAS, after the Distribution, FNF will continue to hold a majority
of the capital stock of the Company; and

         WHEREAS, the Company has agreed to provide FNF with the registration
rights specified in this Agreement following the Distribution with respect to
any shares of Common Stock held by FNF or any other Holder, on the terms and
subject to the conditions set forth herein;

         NOW, THEREFORE, in consideration of the covenants and representations
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and FNF hereby agree as
follows:

                         ARTICLE I. CERTAIN DEFINITIONS

         Section 1.1. Definitions. As used herein, the following terms shall
have the following meanings with each such meaning being equally applicable to
the singular or plural form of such word:

                  (i) "Adverse Effect" has the meaning specified in Section 2.1.

                  (ii) "Advice" has the meaning specified in Section 2.6.

                  (iii) "Agreement" has the meaning specified in the
introductory paragraph hereof.

                                       1



                  (iv) "Business Day" means any day other than Saturday, Sunday
or any other day on which banks are authorized or required to be closed in New
York, New York.

                  (v) "Common Stock" has the meaning set forth in the recitals
hereto.

                  (vi) "Company" has the meaning specified in the introductory
paragraph hereof.

                  (vii) "Company Expenses" means all reasonable, out-of-pocket
fees and expenses incident to any Registration including, without limitation,
the Company's performance of or compliance with Article 2, fees and expenses of
compliance with securities or "blue sky" laws, all registration and filing fees,
all fees and expenses associated with filings required to be made with the NASD
(including, if applicable, the reasonable fees and expenses of any "qualified
independent underwriter" as such term is defined in Schedule E of the By-Laws of
the NASD, and of its counsel), as may be required by the rules and regulations
of the NASD, the fees and expenses incurred in connection with any listing or
quotation of the Registrable Shares, fees and expenses of counsel for the
Company and its independent certified public accountants (including the expenses
of any special audit or "cold comfort" letters required by or incident to such
performance), the fees and expenses of any special experts retained by the
Company in connection with such registration, and all commissions related to the
registration or sales of the Registrable Shares, provided, however, that
"Company Expenses" shall not included any Holder Expenses.

                  (viii) "Demand Registration" has the meaning set forth in
Section 2.1.

                  (ix) "Demand Request" has the meaning set forth in Section
2.1.

                  (x) "Demanding Shareholders" has the meaning set forth in
Section 2.1.

                  (xi) "Distribution" has the meaning set forth in the Recitals.

                  (xii) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended from time to time, and the rules and regulations promulgated
thereunder.

                  (xiii) "Excluded Registration" means a registration under the
Securities Act of (i) securities pursuant to one or more Demand Registrations
pursuant to Section 2 hereof, (ii) securities registered on Form S-8 or any
similar successor form, and (iii) securities registered to effect the
acquisition of, or combination with, another Person.

                  (xiv) "FNF" has the meaning specified in the introductory
paragraph hereof.

                  (xv) "Holder Expenses" means all costs and expenses arising
from or related to (i) all registration and filing fees, all fees and expenses
associated with filings required to be made with the NASD (including, if
applicable, the reasonable fees and expenses of any "qualified independent
underwriter" as such term is defined in Schedule E of the By-Laws of the NASD,
and of its counsel), as may be required by the rules and regulations of the
NASD; (ii) all underwriting discounts; and (iii) all commissions, and in the
case of each of the preceding clauses, attributable to the sale of the
Registrable Shares held by a Holder.

                                       2


                  (xvi) "Holder" means (i) FNF and (ii) any direct or indirect
transferee of FNF who shall become a party to this Agreement in accordance with
Section 2.9 and has agreed in writing to be bound by the terms of this
Agreement.

                  (xvii) "Initial Registration Statement" has the meaning set
forth in the Recitals.

                  (xviii) "Inspectors" has the meaning specified in Section 2.5.

                  (xix) "Material Transaction" means any material transaction in
which the Company or any of its subsidiaries proposes to engage or is engaged,
including a purchase or sale of assets or securities, financing, merger,
consolidation, tender offer or any other transaction that would require
disclosure pursuant to the Exchange Act, and with respect to which the Board of
Directors of the Company reasonably has determined in good faith that compliance
with this Agreement may reasonably be expected to either materially interfere
with the Company's or such subsidiary's ability to consummate such transaction
in a timely fashion or require the Company of disclose material, non-public
information prior to such time as it would otherwise be required to be
disclosed.

                  (xx) "NASD" means the National Association of Securities
Dealers, Inc.

                  (xxi) "Person" means a natural person or any legal, commercial
or governmental entity, such as, but not limited to, a corporation, general
partnership, joint venture, limited partnership, limited liability company,
trust, business association, group acting in concert, or any person acting in a
representative capacity.

                  (xxii) "Piggyback Registration" has the meaning specified in
Section 2.2.

                  (xxiii) "Prospectus" shall mean the prospectus included in any
Registration Statement, as amended or supplemented by any prospectus supplement,
with respect to the terms of the offering of any portion of the Registrable
Securities covered by the Registration Statement and by all other amendments and
supplements to the prospectus, including post-effective amendments and all
material incorporated by reference in such Prospectus.

                  (xxiv) "Records" has the meaning specified in Section 2.5.

                  (xxv) "Register," "registered" and "registration" shall mean
and refer to a registration effected by preparing and filing a Registration
Statement and taking all other actions that are necessary or appropriate in
connection therewith, and the declaration or ordering of effectiveness of such
Registration Statement by the SEC.

                  (xxvi) "Registrable Shares" means the Common Stock owned by
the Holders, whether owned on the date hereof or acquired hereafter; provided,
however, that shares of Common Stock that, pursuant to Section 3.1, no longer
have registration rights hereunder shall not be considered Registrable Shares.

                  (xxvii) "Registration Statement" shall mean any registration
statement of the Company in compliance with Section 5 of the Securities Act and
the rules and regulations thereunder that covers Registrable Securities or other
Shares pursuant to the provisions of this

                                       3


Agreement, including, without limitation, the Prospectus, all amendments and
supplements to such registration statement, including all post-effective
amendments, all exhibits and all material incorporated by reference in such
registration statement.

                  (xxviii) "Registration" means a Demand Registration and/or a
Piggyback Registration.

                  (xxix) "Requesting Holders" shall mean any Holder(s)
requesting to have its (their) Registrable Shares included in any Demand
Registration or Shelf Registration.

                  (xxx) "Required Filing Date" has the meaning specified in
Section 2.1.

                  (xxxi) "SEC" shall mean the Securities and Exchange
Commission.

                  (xxxii) "Securities Act" shall mean the Securities Act of
1933, as amended from time to time, and the rules and regulations promulgated
thereunder.

                  (xxxiii) "Seller Affiliates" has the meaning specified in
Section 2.8.

                  (xxxiv) "Separation Agreement" has the meaning set forth in
the Recitals.

                  (xxxv) "Shares" shall mean the outstanding Common Stock.

                  (xxxvi) "Shelf Registration" has the meaning specified in
Section 2.1.

                  (xxxvii) "Suspension Notice" has the meaning specified in
Section 2.6.

                  (xxxviii) "Underwritten Registration" or "Underwritten
Offering" shall mean a registration in which common equity securities of the
Company are sold to an underwriter or through an underwriter as agent for
reoffering to the public.

         Section 1.2. Interpretation. In this Agreement:

                  (i) Words in the singular shall include the plural and vice
versa;

                  (ii) words shall include the common expansions, contractions
and modifications of the root word;

                  (iii) any reference to a Person shall be construed as
including a reference to its successors, permitted transferees and permitted
assignees in accordance with their respective interests;

                  (iv) any reference to this Agreement or any other agreement or
document shall be construed as a reference to that agreement or document as it
may have been, or may from time to time be, amended, varied, novated, replaced
or supplemented; and

                  (v) any reference to a law, decree, statute or other enactment
shall be construed as a reference to such as it may have been, or may from time
to time be, amended or

                                       4


re-enacted and any subordinate legislation made or thing done, or may from time
to time be done, under the statute or enactment.

                        ARTICLE II. DEMAND REGISTRATION

         Section 2.1. Demand Registration.

                  (i) Request for Registration.


                              (a) Commencing on, any Holder or Holders of
         Registrable Shares shall have the right to require the Company to file
         a registration statement on Form S-1, S-2 or S-3, or any similar or
         successor to such forms under the Securities Act, for a public offering
         of all or part of its or their Registrable Shares (a "Demand
         Registration"), by delivering to the Company written notice stating
         that such right is being exercised, naming, if applicable, the Holders
         whose Registrable Shares are to be included in such registration
         (collectively, the "Demanding Shareholders"), specifying the number of
         each such Demanding Shareholder's Registrable Shares to be included in
         such registration and, subject to Section 2.1(iii) hereof, describing
         the intended method of distribution thereof (a "Demand Request"). The
         Initial Registration Statement shall not constitute a Demand
         Registration for any purpose under this Agreement.


                              (b) Each Demand Request shall specify the
         aggregate number of Registrable Shares proposed to be sold. Subject to
         Section 2.1(vi), the Company shall file the registration statement in
         respect of a Demand Registration as soon as practicable and, in any
         event, within forty-five (45) days after receiving a Demand Request
         (the "Required Filing Date") and shall use reasonable best efforts to
         cause the same to be declared effective by the SEC as promptly as
         practicable after such filing; provided, however, that:


                                        (A) the Company shall not be obligated
                  to effect a Demand Registration pursuant to Section 2.1(i)(a)
                  within 90 days after the effective date of a previous
                  Demand Registration, other than a Shelf Registration pursuant
                  to this Article 2;


                                        (B) the Company shall not be obligated
                  to effect a Demand Registration pursuant to Section 2.1(i)(a)
                  unless the Demand Request is for a number of Registrable
                  Shares with a market value that is equal to at least US$25
                  million as of the date of such Demand Request; and

                                        (C) the Company shall not be obligated
                  to effect pursuant to Section 2.1(i)(a) more than two (2)
                  Demand Registrations during any rolling twelve (12) months
                  period following the date hereof.

                  (ii) Shelf Registration. With respect to any Demand
Registration, the Requesting Holders may request the Company to effect a
registration of the Common Stock



                                       5


under a registration statement pursuant to Rule 415 under the Securities Act (or
any successor rule) (a "Shelf Registration").

                  (iii) Selection of Underwriters. At the request of a majority
of the Requesting Holders, the offering of Registrable Shares pursuant to a
Demand Registration shall be in the form of a "firm commitment" Underwritten
Offering. The Holders of a majority of the Registrable Shares to be registered
in a Demand Registration shall select the investment banking firm or firms to
manage the Underwritten Offering, provided, however, that such selection shall
be subject to the consent of the Company, which consent shall not be
unreasonably withheld or delayed. No Holder may participate in any registration
pursuant to Section 2.1(i) unless such Holder (x) agrees to sell such Holder's
Registrable Shares on the basis provided in any underwriting arrangements
described above and (y) completes and executes all questionnaires, powers of
attorney, indemnities, underwriting agreements and other documents reasonably
required under the terms of such underwriting arrangements; provided, however,
that no such Holder shall be required to make any representations or warranties
in connection with any such registration other than representations and
warranties as to (i) such Holder's ownership of its or its Registrable Shares to
be transferred free and clear of all liens, claims, and encumbrances, (ii) such
Holder's power and authority to effect such transfer, and (iii) such matters
pertaining to compliance with securities laws as may be reasonably requested;
provided, further, however, that the obligation of such Holder to indemnify
pursuant to any such underwriting arrangements shall be several, not joint and
several, among such Holders selling Registrable Shares, and the liability of
each such Holder will be in proportion thereto, and provided, further, however,
that such liability will be limited to the net amount received by such Holder
from the sale of its Registrable Shares pursuant to such registration.

                  (iv) Rights of Nonrequesting Holders. Upon receipt of any
Demand Request, the Company shall promptly (but in any event within ten (10)
days) give written notice of such proposed Demand Registration to all other
Holders, who shall have the right, exercisable by written notice to the Company
within twenty (20) days of their receipt of the Company's notice, to elect to
include in such Demand Registration such portion of their Registrable Shares as
they may request. All Holders requesting to have their Registrable Shares
included in a Demand Registration in accordance with the preceding sentence
shall be deemed to be "Requesting Holders" for purposes of this Section 2.1.

                  (v) Priority on Demand Registrations. No securities to be sold
for the account of any Person (including the Company) other than a Requesting
Holder shall be included in a Demand Registration unless the managing
underwriter or underwriters shall advise the Requesting Holders in writing that
the inclusion of such securities will not adversely affect the price, timing or
distribution of the offering or otherwise adversely affect its success (an
"Adverse Effect"). Furthermore, if the managing underwriter or underwriters
shall advise the Requesting Holders that, even after exclusion of all securities
of other Persons pursuant to the immediately preceding sentence, the amount of
Registrable Shares proposed to be included in such Demand Registration by
Requesting Holders is sufficiently large to cause an Adverse Effect, the
Registrable Shares of the Requesting Holders to be included in such Demand
Registration shall equal the number of shares which the Requesting Holders are
so advised can be sold in such offering without an Adverse Effect and such
shares shall be allocated pro rata among the



                                       6


Requesting Holders on the basis of the number of Registrable Shares requested to
be included in such registration by each such Requesting Holder.

                  (vi) Deferral of Filing. The Company may defer the filing (but
not the preparation) of a registration statement required by this Section 2.1
until a date not later than ninety (90) days after the Required Filing Date if
(i) a Material Transaction exists at the time of such Required Filing Date; (ii)
at the time the Company receives the Demand Request, the Company or any of its
Subsidiaries are engaged in confidential negotiations or other confidential
business activities, disclosure of which would be required in such registration
statement (but would not be required if such registration statement were not
filed), and the Board of Directors of the Company or a committee of the Board of
Directors of the Company determines in good faith that such disclosure would be
materially detrimental to the Company and its stockholders, or (iii) prior to
receiving the Demand Request, the Company had determined to effect a registered
underwritten public offering of the Company's securities for the Company's
account and the Company had taken substantial steps (including, but not limited
to, selecting a managing underwriter for such offering) and is proceeding with
reasonable diligence to effect such offering. A deferral of the filing of a
registration statement pursuant to this Section 2.1(vi) shall be lifted, and the
requested registration statement shall be filed forthwith, if, in the case of a
deferral pursuant to clause (ii) of the preceding sentence, the negotiations or
other activities are disclosed or terminated, or, in the case of a deferral
pursuant to clause (iii) of the preceding sentence, the proposed registration
for the Company's account is abandoned. In order to defer the filing of a
registration statement pursuant to this Section 2.1(vi), the Company shall
promptly (but in any event within ten (10) days), upon determining to seek such
deferral, deliver to each Requesting Holder a certificate signed by an executive
officer of the Company stating that the Company is deferring such filing
pursuant to this Section 2.1(vi) and a general statement of the reason for such
deferral and an approximation of the anticipated delay. Within twenty (20) days
after receiving such certificate, the holders of a majority of the Registrable
Shares held by the Requesting Holders and for which registration was previously
requested may withdraw such Demand Request by giving notice to the Company; if
withdrawn, the Demand Request shall be deemed not to have been made for all
purposes of this Agreement. The Company may defer the filing of a particular
registration statement pursuant to this Section 2.1(vi)(a) once in any twelve
(12) month rolling period.

         Section 2.2. Piggyback Registrations.

                  (i) Right to Piggyback. Each time the Company proposes to
register any of its equity securities (other than pursuant to an Excluded
Registration) under the Securities Act for sale to the public (whether for the
account of the Company or the account of any securityholder of the Company) (a
"Piggyback Registration"), the Company shall give prompt written notice to each
Holder of Registrable Shares (which notice shall be given not less than twenty
(20) days prior to the anticipated filing date of the Company's registration
statement), which notice shall offer each such Holder the opportunity to include
any or all of its Registrable Shares in such registration statement, subject to
the limitations contained in Section 2.2(ii) hereof. Each Holder who desires to
have its Registrable Shares included in such registration statement shall so
advise the Company in writing (stating the number of shares desired to be
registered) within ten (10) days after the date of such notice from the Company.
Any Holder shall have the right to withdraw such Holder's request for inclusion
of such Holder's Registrable



                                       7


Shares in any registration statement pursuant to this Section 2.2(i) by giving
written notice to the Company of such withdrawal. Subject to Section 2.2(ii)
below, the Company shall include in such registration statement all such
Registrable Shares so requested to be included therein; provided, however, that
the Company may at any time withdraw or cease proceeding with any such
registration if it shall at the same time withdraw or cease proceeding with the
registration of all other equity securities originally proposed to be
registered.

                  (ii) Priority on Piggyback Registrations.

                              (a) If a Piggyback Registration is an Underwritten
         Offering and was initiated by the Company, and if the managing
         underwriter advises the Company that the inclusion of Registrable
         Shares requested to be included in the Registration Statement would
         cause an Adverse Effect, the Company shall include in such registration
         statement (i) first, the securities the Company proposes to sell, (ii)
         second, the Registrable Shares requested to be included in such
         registration, pro rata among the Holders of such Registrable Shares on
         the basis of the number of Registrable Shares owned by each such
         Holder, and (iii) third, any other securities requested to be included
         in such registration. If as a result of the provisions of this Section
         2.2(ii)(a) any Holder shall not be entitled to include all Registrable
         Shares in a registration that such Holder has requested to be so
         included, such Holder may withdraw such Holder's request to include
         Registrable Shares in such registration statement.

                              (b) If a Piggyback Registration is an Underwritten
         Offering and was initiated by a security holder of the Company, and if
         the managing underwriter advises the Company that the inclusion of
         Registrable Shares requested to be included in the Registration
         Statement would cause an Adverse Effect, the Company shall include in
         such registration statement (i) first, the securities requested to be
         included therein by the security holders requesting such registration
         and the Registrable Shares requested to be included in such
         registration, pro rata among the holders of such securities on the
         basis of the number of securities owned by each such holder, and (ii)
         second, any other securities requested to be included in such
         registration (including securities to be sold for the account of the
         Company). If as a result of the provisions of this Section 2.2(ii)(b)
         any Holder shall not be entitled to include all Registrable Shares in a
         registration that such Holder has requested to be so included, such
         Holder may withdraw such Holder's request to include Registrable Shares
         in such registration statement.

                              (c) No Holder may participate in any registration
         statement in respect of a Piggyback Registration hereunder unless such
         Holder (x) agrees to sell such Holder's Registrable Shares on the basis
         provided in any underwriting arrangements approved by the Company and
         (y) completes and executes all questionnaires, powers of attorney,
         indemnities, underwriting agreements and other documents, each in
         customary form, reasonably required under the terms of such
         underwriting arrangements; provided, however, that no such Holder shall
         be required to make any representations or warranties in connection
         with any such registration other than representations and warranties as
         to (i) such Holder's ownership of its Registrable Shares to be sold or
         transferred free and clear of all liens, claims, and encumbrances, (ii)
         such Holder's power and authority to effect such transfer, and (iii)
         such matters pertaining to compliance with securities laws



                                       8


         as may be reasonably requested; provided, further, however, that the
         obligation of such Holder to indemnify pursuant to any such
         underwriting arrangements shall be several, not joint and several,
         among such Holders selling Registrable Shares, and the liability of
         each such Holder will be in proportion to, and provided, further, that
         such liability will be limited to, the net amount received by such
         Holder from the sale of its Registrable Shares pursuant to such
         registration.

                  (iii) Selection of Underwriters. If any Piggyback Registration
is an Underwritten Offering and any Registrable Shares will be included in such
offering, then the investment banking firm(s) selected to manage the offering
shall be selected with the prior consent of the Holders of a majority of the
Registrable Shares to be included in such Piggyback Registration, which consent
shall not be unreasonably withheld, provided that if FNF or Affiliates thereof
are included among the Holders whose Registrable Shares will be included in the
Piggyback Registration, then such selection shall also be with the prior consent
of FNF (which consent shall not be unreasonably withheld).

         Section 2.3. SEC Form S-3. The Company shall use its reasonable best
efforts to cause Demand Registrations to be registered on Form S-3 (or any
successor form) once the Company becomes eligible to use Form S-3, and if the
Company is not then eligible under the Securities Act to use Form S-3, Demand
Registrations shall be registered on the form for which the Company then
qualifies. The Company shall use its reasonable best efforts to become eligible
to use Form S-3 and, after becoming eligible to use Form S-3, shall use its
reasonable best efforts to remain so eligible.

         Section 2.4. Holdback Agreements.

                  (i) The Company shall not effect any public sale or
distribution of its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the seven days prior to
and during the 90-day period beginning on the effective date of any registration
statement in connection with a Demand Registration (other than a Shelf
Registration) or a Piggyback Registration, except pursuant to registrations on
Form S-4 or Form S-8 or any successor form or unless the underwriters managing
any such public offering otherwise agree.

                  (ii) If any Holders of Registrable Shares notify the Company
in writing that they intend to effect an underwritten sale of Common Stock
registered pursuant to a Shelf Registration pursuant to Article 2 hereof, the
Company shall not effect any public sale or distribution of its equity
securities, or any securities convertible into or exchangeable or exercisable
for its equity securities, during the seven days prior to and during the 90-day
period beginning on the date such notice is received, except pursuant to
registrations on Form S-4 or Form S-8 or any successor form or unless the
underwriters managing any such public offering otherwise agree.

                  (iii) Each Holder agrees, in the event of an Underwritten
Offering by the Company (whether for the account of the Company or otherwise),
not to offer, sell, contract to sell or otherwise dispose of any Registrable
Securities, or any securities convertible into or exchangeable or exercisable
for such securities, including any sale pursuant to Rule 144 under



                                       9


the Securities Act (except as part of such Underwritten Offering), during the 7
days prior to, and during the 90-day period (or such lesser period as the lead
or managing underwriters may require) beginning on, the effective date of the
registration statement for such Underwritten Offering (or, in the case of an
offering pursuant to an effective shelf registration statement pursuant to Rule
415, the pricing date for such Underwritten Offering).

         Section 2.5. Registration Procedures. Whenever any Holder has requested
that any Registrable Shares be registered pursuant to this Agreement, the
Company will use its reasonable best efforts to effect the registration and the
sale of such Registrable Shares in accordance with the intended method of
disposition thereof as promptly as is practicable, and pursuant thereto the
Company will as expeditiously as possible:

                  (i) prepare and file with the SEC, pursuant to Section
2.1(i)(b) with respect to any Demand Registration, a registration statement on
any appropriate form under the Securities Act with respect to such Registrable
Shares and use its reasonable best efforts to cause such registration statement
to become effective, provided that as far in advance as practicable before
filing such registration statement or any amendment thereto, the Company will
furnish to the selling Holders copies of reasonably complete drafts of all such
documents prepared to be filed (including exhibits), and any such Holder shall
have the opportunity to object to any information contained therein and the
Company will make corrections reasonably requested by such Holder with respect
to such information prior to filing any such registration statement or
amendment;

                  (ii) except in the case of a Shelf Registration, prepare and
file with the SEC such amendments, post-effective amendments, and supplements to
such registration statement and the Prospectus used in connection therewith as
may be necessary to keep such registration statement effective for a period of
not less than one hundred eighty (180) days (or such lesser period as is
necessary for the underwriters in an Underwritten Offering to sell unsold
allotments) and comply with the provisions of the Securities Act with respect to
the disposition of all securities covered by such registration statement during
such period in accordance with the intended methods of disposition by the
sellers thereof set forth in such registration statement;

                  (iii) in the case of a Shelf Registration, prepare and file
with the SEC such amendments and supplements to such registration statement and
the Prospectus used in connection therewith as may be necessary to keep such
registration statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Shares subject
thereto for a period ending on the earlier of (x) 24 months after the effective
date of such registration statement and (y) the date on which all the
Registrable Shares subject thereto have been sold pursuant to such registration
statement;

                  (iv) furnish to each seller of Registrable Shares and the
underwriters of the securities being registered such number of copies of such
registration statement, each amendment and supplement thereto, the Prospectus
included in such registration statement (including each preliminary Prospectus),
any documents incorporated by reference therein and such other documents as such
seller or underwriters may reasonably request in order to facilitate the
disposition of the Registrable Shares owned by such seller or the sale of such
securities by such underwriters (it being understood that, subject to Section
2.6 and the requirements of the Securities Act and applicable state securities
laws, the Company consents to the use of the



                                       10


Prospectus and any amendment or supplement thereto by each seller and the
underwriters in connection with the offering and sale of the Registrable Shares
covered by the registration statement of which such Prospectus, amendment or
supplement is a part);

                           (v) use its reasonable best efforts to register or
qualify such Registrable Shares under such other securities or blue sky laws of
such jurisdictions as the managing underwriter reasonably requests (or, in the
event the registration statement does not relate to an Underwritten Offering, as
the holders of a majority of such Registrable Shares may reasonably request);
use its reasonable best efforts to keep each such registration or qualification
(or exemption therefrom) effective during the period in which such registration
statement is required to be kept effective; and do any and all other acts and
things which may be reasonably necessary or advisable to enable each seller to
consummate the disposition of the Registrable Shares owned by such seller in
such jurisdictions (provided, however, that the Company will not be required to
(A) qualify generally to do business in any jurisdiction where it would not
otherwise be required to qualify but for this subparagraph or (B) consent to
general service of process in any such jurisdiction);

                           (vi) promptly notify each seller and each underwriter
and (if requested by any such Person) confirm such notice in writing (A) when a
Prospectus or any Prospectus supplement or post-effective amendment has been
filed and, with respect to a registration statement or any post-effective
amendment, when the same has become effective, (B) of the issuance by any state
securities or other regulatory authority of any order suspending the
qualification or exemption from qualification of any of the Registrable Shares
under state securities or "blue sky" laws or the initiation of any proceedings
for that purpose, and (C) of the happening of any event which makes any
statement made in a registration statement or related Prospectus untrue or which
requires the making of any changes in such registration statement, Prospectus or
documents so that they will not contain any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary to
make the statements therein not misleading, and, as promptly as practicable
thereafter, prepare and file with the SEC and furnish a supplement or amendment
to such Prospectus so that, as thereafter deliverable to the purchasers of such
Registrable Shares, such Prospectus will not contain any untrue statement of a
material fact or omit a material fact necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading;

                           (vii) permit any selling Holder, which in such
Holder's sole and exclusive judgment, might reasonably be deemed to be an
underwriter or a controlling Person of the Company, to participate in the
preparation of such registration or comparable statement and to require the
insertion therein of material, furnished to the Company in writing, which in the
reasonable judgment of such Holder and its counsel should be included;

                           (viii) make reasonably available members of
management of the Company, as selected by the Holders of a majority of the
Registrable Shares included in such registration, for assistance in the selling
effort relating to the Registrable Shares covered by such registration,
including, but not limited to, the participation of such members of the
Company's management in road show presentations;



                                       11


                           (ix) otherwise use its reasonable best efforts to
comply with all applicable rules and regulations of the SEC, including the
Securities Act and the Exchange Act and the rules and regulations promulgated
thereunder, and make generally available to the Company's securityholders an
earnings statement satisfying the provisions of Section 11(a) of the Securities
Act no later than thirty (30) days after the end of the twelve (12) month period
beginning with the first day of the Company's first fiscal quarter commencing
after the effective date of a registration statement, which earnings statement
shall cover said twelve (12) month period, and which requirement will be deemed
to be satisfied if the Company timely files complete and accurate information on
Forms 10-Q, 10-K and 8-K under the Exchange Act and otherwise complies with Rule
158 under the Securities Act;

                           (x) if requested by the managing underwriter or any
seller promptly incorporate in a Prospectus supplement or post-effective
amendment such information as the managing underwriter or any seller reasonably
requests to be included therein, including, without limitation, with respect to
the Registrable Shares being sold by such seller, the purchase price being paid
therefor by the underwriters and with respect to any other terms of the
Underwritten Offering of the Registrable Shares to be sold in such offering, and
promptly make all required filings of such Prospectus supplement or
post-effective amendment;

                           (xi) as promptly as practicable after filing with the
SEC of any document which is incorporated by reference into a registration
statement (in the form in which it was incorporated), deliver a copy of each
such document to each seller;

                           (xii) cooperate with the sellers and the managing
underwriter to facilitate the timely preparation and delivery of certificates
(which shall not bear any restrictive legends unless required under applicable
law) representing securities sold under any registration statement, and enable
such securities to be in such denominations and registered in such names as the
managing underwriter or such sellers may request and keep available and make
available to the Company's transfer agent prior to the effectiveness of such
registration statement a supply of such certificates;

                           (xiii) promptly make available for inspection by any
seller, any underwriter participating in any disposition pursuant to any
registration statement, and any attorney, accountant or other agent or
representative retained by any such seller or underwriter (collectively, the
"Inspectors"), all financial and other records, pertinent corporate documents
and properties of the Company (collectively, the "Records"), as shall be
reasonably necessary to enable them to exercise their due diligence
responsibility, and cause the Company's officers, directors and employees to
supply all information requested by any such Inspector in connection with such
registration statement; provided, however, that, unless the disclosure of such
Records is necessary to avoid or correct a misstatement or omission in the
registration statement or the release of such Records is ordered pursuant to a
subpoena or other order from a court of competent jurisdiction, the Company
shall not be required to provide any information under this subparagraph (x) if
(A) the Company believes, after consultation with counsel for the Company, that
to do so would cause the Company to forfeit an attorney-client privilege that
was applicable to such information or (B) if either (1) the Company has
requested and been granted from the SEC confidential treatment of such
information contained in any filing with the SEC or documents provided
supplementally or otherwise or (2) the Company reasonably determines in



                                       12


good faith that such Records are confidential and so notifies the Inspectors in
writing, unless prior to furnishing any such information with respect to clause
(B), such Holder of Registrable Shares requesting such information agrees to
enter into a confidentiality agreement in customary form and subject to
customary exceptions; and provided, further, that each Holder of Registrable
Shares agrees that it will, upon learning that disclosure of such Records is
sought in a court of competent jurisdiction, give notice to the Company and
allow the Company, at its expense, to undertake appropriate action and to
prevent disclosure of the Records deemed confidential;

                           (xiv) furnish to each seller and underwriter a signed
counterpart of (A) an opinion or opinions of counsel to the Company, and (B) a
comfort letter or comfort letters from the Company's independent public
accountants, each in customary form and covering such matters of the type
customarily covered by opinions or comfort letters, as the case may be, as the
sellers or managing underwriter reasonably requests;

                           (xv) cause the Registrable Shares included in any
registration statement to be (A) listed on each securities exchange, if any, on
which similar securities issued by the Company are then listed, or (B) quoted on
the NASD Automated Quotation System or the Nasdaq National Market if similar
securities issued by the Company are quoted thereon;

                           (xvi) provide a transfer agent and registrar for all
Registrable Securities registered hereunder;

                           (xvii) cooperate with each seller and each
underwriter participating in the disposition of such Registrable Shares and
their respective counsel in connection with any filings required to be made with
the NASD;

                           (xviii) during the period when the Prospectus is
required to be delivered under the Securities Act, promptly file all documents
required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d)
of the Exchange Act;

                           (xix) notify each seller of Registrable Shares
promptly of any request by the SEC for the amending or supplementing of such
registration statement or Prospectus or for additional information;

                           (xx) enter into such agreements (including
underwriting agreements in the managing underwriter's customary form) as are
customary in connection with an Underwritten Registration; and

                           (xxi) advise each seller of such Registrable Shares,
promptly after it shall receive notice or obtain knowledge thereof, of the
issuance of any stop order by the SEC suspending the effectiveness of such
registration statement or the initiation or threatening of any proceeding for
such purpose and promptly use its reasonable best efforts to prevent the
issuance of any stop order or to obtain its withdrawal at the earliest possible
moment if such stop order should be issued.

         Section 2.6. Suspension of Dispositions. Each Holder agrees by
acquisition of any Registrable Shares that, upon receipt of any notice (a
"Suspension Notice") from the Company of the happening of any event of the kind
described in Section 2.5(vi)(C), such Holder will



                                       13


forthwith discontinue disposition of Registrable Shares until such Holder's
receipt of the copies of the supplemented or amended Prospectus, or until it is
advised in writing (the "Advice") by the Company that the use of the Prospectus
may be resumed, and has received copies of any additional or supplemental
filings which are incorporated by reference in the Prospectus, and, if so
directed by the Company, such Holder will deliver to the Company all copies,
other than permanent file copies then in such Holder's possession, of the
Prospectus covering such Registrable Shares current at the time of receipt of
such notice. In the event the Company shall give any such notice, the time
period regarding the effectiveness of registration statements set forth in
Sections 2.5(ii) and 2.5(iii) shall be extended by the number of days during the
period from and including the date of the giving of the Suspension Notice to and
including the date when each seller of Registrable Shares covered by such
registration statement shall have received the copies of the supplemented or
amended Prospectus or the Advice. The Company shall use its reasonable best
efforts and take such actions as are reasonably necessary to render the Advice
as promptly as practicable.

         Section 2.7. Registration Expenses. All Company Expenses incident to
any Registration shall be borne by the Company, (unless paid by a security
holder that is not a Holder for whose account the registration is being
effected). All Holder Expenses incident to any Registration shall be borne by
the Holders pro rata on the basis of the number of shares so registered whether
or not any registration statement becomes effective. The fees and expenses of
any counsel, accountants, or other Persons retained or employed by any Holder
shall borne solely by such Holder.

         Section 2.8. Indemnification.

                           (i) The Company agrees to indemnify and reimburse, to
the fullest extent permitted by law, each seller of Registrable Shares, and each
of its employees, advisors, agents, representatives, partners, officers, and
directors and each Person who controls such seller (within the meaning of the
Securities Act or the Exchange Act) and any agent or investment advisor thereof
(collectively, the "Seller Affiliates") (A) against any and all losses, claims,
damages, liabilities, and expenses, joint or several (including, without
limitation, attorneys' fees and disbursements except as limited by Section
2.8(iii)) based upon, arising out of, related to or resulting from any untrue or
alleged untrue statement of a material fact contained in any registration
statement, Prospectus, or preliminary Prospectus or any amendment thereof or
supplement thereto, or any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading, (B) against any and all loss, liability, claim, damage, and expense
whatsoever, as incurred, to the extent of the aggregate amount paid in
settlement of any litigation or investigation or proceeding by any governmental
agency or body, commenced or threatened, or of any claim whatsoever based upon,
arising out of, related to or resulting from any such untrue statement or
omission or alleged untrue statement or omission, and (C) against any and all
costs and expenses (including reasonable fees and disbursements of counsel) as
may be reasonably incurred in investigating, preparing, or defending against any
litigation, or investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon, arising out of,
related to or resulting from any such untrue statement or omission or alleged
untrue statement or omission, or such violation of the Securities Act or
Exchange Act, to the extent that any such expense or cost is not paid under
subparagraph (A) or (B) above; except insofar as any such statements are



                                       14


made in reliance upon and in strict conformity with information furnished in
writing to the Company by such seller or any Seller Affiliate for use therein or
arise from such seller's or any Seller Affiliate's failure to deliver a copy of
the registration statement or Prospectus or any amendments or supplements
thereto after the Company has furnished such seller or Seller Affiliate with a
sufficient number of copies of the same. The reimbursements required by this
Section 2.8(i) will be made by periodic payments during the course of the
investigation or defense, as and when bills are received or expenses incurred.

                           (ii) In connection with any registration statement in
which a seller of Registrable Shares is participating, each such seller will
furnish to the Company in writing such information and affidavits as the Company
reasonably requests for use in connection with any such registration statement
or Prospectus and, to the fullest extent permitted by law, each such seller will
indemnify the Company and each of its employees, advisors, agents,
representatives, partners, officers and directors and each Person who controls
the Company (within the meaning of the Securities Act or the Exchange Act) and
any agent or investment advisor thereof against any and all losses, claims,
damages, liabilities, and expenses (including, without limitation, reasonable
attorneys' fees and disbursements except as limited by Section 2.8(iii))
resulting from any untrue statement or alleged untrue statement of a material
fact contained in the registration statement, Prospectus, or any preliminary
Prospectus or any amendment thereof or supplement thereto or any omission or
alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, but only to the extent that such
untrue statement or alleged untrue statement or omission or alleged omission is
contained in any information or affidavit so furnished in writing by such seller
or any of its Seller Affiliates specifically for inclusion in the registration
statement; provided that the obligation to indemnify will be several, not joint
and several, among such sellers of Registrable Shares, and the liability of each
such seller of Registrable Shares will be in proportion to, and will be limited
to, the net amount received by such seller from the sale of Registrable Shares
pursuant to such registration statement; provided, however, that such seller of
Registrable Shares shall not be liable in any such case to the extent that prior
to the filing of any such registration statement or Prospectus or amendment
thereof or supplement thereto, such seller has furnished in writing to the
Company information expressly for use in such registration statement or
Prospectus or any amendment thereof or supplement thereto which corrected or
made not misleading information previously furnished to the Company.

                           (iii) Any Person entitled to indemnification
hereunder will (A) give prompt written notice to the indemnifying party of any
claim with respect to which it seeks indemnification (provided that the failure
to give such notice shall not limit the rights of such Person) and (B) unless in
such indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim,
permit such indemnifying party to assume the defense of such claim with counsel
reasonably satisfactory to the indemnified party; provided, however, that any
Person entitled to indemnification hereunder shall have the right to employ
separate counsel and to participate in the defense of such claim, but the fees
and expenses of such counsel shall be at the expense of such Person unless (X)
the indemnifying party has agreed to pay such fees or expenses, or (Y) the
indemnifying party shall have failed to assume the defense of such claim and
employ counsel reasonably satisfactory to such Person. If such defense is not
assumed by the indemnifying party as permitted hereunder, the indemnifying party
will not be subject to any liability for any



                                       15


settlement made by the indemnified party without its consent (but such consent
will not be unreasonably withheld). If such defense is assumed by the
indemnifying party pursuant to the provisions hereof, such indemnifying party
shall not settle or otherwise compromise the applicable claim unless (1) such
settlement or compromise contains a full and unconditional release of the
indemnified party or (2) the indemnified party otherwise consents in writing. An
indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim will not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified party, a
conflict of interest may exist between such indemnified party and any other of
such indemnified parties with respect to such claim, in which event the
indemnifying party shall be obligated to pay the reasonable fees and
disbursements of such additional counsel or counsels.

                           (iv) Each party hereto agrees that, if for any reason
the indemnification provisions contemplated by Section 2.8(i) or Section 2.8(ii)
are unavailable to or insufficient to hold harmless an indemnified party in
respect of any losses, claims, damages, liabilities, or expenses (or actions in
respect thereof) referred to therein, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as a result
of such losses, claims, liabilities, or expenses (or actions in respect thereof)
in such proportion as is appropriate to reflect the relative fault of the
indemnifying party and the indemnified party in connection with the actions
which resulted in the losses, claims, damages, liabilities or expenses as well
as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact relates to
information supplied by such indemnifying party or indemnified party, and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The parties hereto agree that it
would not be just and equitable if contribution pursuant to this Section 2.8(iv)
were determined by pro rata allocation (even if the Holders or any underwriters
or all of them were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to in this Section 2.8(iv). The amount paid or payable by an
indemnified party as a result of the losses, claims, damages, liabilities, or
expenses (or actions in respect thereof) referred to above shall be deemed to
include any legal or other fees or expenses reasonably incurred by such
indemnified party in connection with investigating or, except as provided in
Section 2.8(iii), defending any such action or claim. Notwithstanding the
provisions of this Section 2.8(iv), no Holder shall be required to contribute an
amount greater than the dollar amount by which the net proceeds received by such
Holder with respect to the sale of any Registrable Shares exceeds the amount of
damages which such Holder has otherwise been required to pay by reason of any
and all untrue or alleged untrue statements of material fact or omissions or
alleged omissions of material fact made in any registration statement,
Prospectus or preliminary Prospectus or any amendment thereof or supplement
thereto related to such sale of Registrable Shares. No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The Holders' obligations in this
Section 2.8(iv) to contribute shall be several in proportion to the amount of
Registrable Shares registered by them and not joint. If indemnification is
available under this Section 2.8, the indemnifying parties shall indemnify each
indemnified party to the full extent provided in Section 2.8(i) and Section
2.8(ii) without regard



                                       16


to the relative fault of said indemnifying party or indemnified party or any
other equitable consideration provided for in this Section 2.8(iv) subject, in
the case of the Holders, to the limited dollar amounts set forth in Section
2.8(ii).

                           (v) The indemnification and contribution provided for
under this Agreement will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or any officer,
director, or controlling Person of such indemnified party and will survive the
transfer of securities.

         Section 2.9. Transfer of Registration Rights. The rights of each Holder
under this Agreement may be assigned to any direct or indirect transferee of a
Holder who agrees in writing to be subject to and bound by all the terms and
conditions of this Agreement.

         Section 2.10. Rule 144. The Company will file the reports required to
be filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder (or, if the Company is not required to
file such reports, will, upon the request of the Holders, make publicly
available other information) and will take such further action as the Holders
may reasonably request, all to the extent required from time to time to enable
the Holders to sell Common Stock without registration under the Securities Act
within the limitation of the exemptions provided by (i) Rule 144 under the
Securities Act, as such rule may be amended from time to time or (ii) any
similar rule or regulation hereafter adopted by the SEC. Upon the reasonable
request of any Holder, the Company will deliver to such parties a written
statement as to whether it has complied with such requirements and will, at its
expense, forthwith upon the request of any such Holder, deliver to such Holder a
certificate, signed by the Company's principal financial officer, stating (a)
the Company's name, address and telephone number (including area code), (b) the
Company's Internal Revenue Service identification number, (c) the Company's SEC
file number, (d) the number of shares of each class of capital stock outstanding
as shown by the most recent report or statement published by the Company, and
(e) whether the Company has filed the reports required to be filed under the
Exchange Act for a period of at least ninety (90) days prior to the date of such
certificate and in addition has filed the most recent annual report required to
be filed thereunder.

         Section 2.11. Preservation of Rights. The Company will not (i) grant
any registration rights to third parties which are more favorable than or
inconsistent with the rights granted hereunder or (ii) enter into any agreement,
take any action, or permit any change to occur, with respect to its securities
that violates or subordinates the rights expressly granted to the Holders in
this Agreement.

                            ARTICLE III. TERMINATION

         Section 3.1. Termination. The Holders may exercise the registration
rights granted hereunder in such manner and proportions as they shall agree
among themselves. The registration rights hereunder shall cease to apply to any
particular Registrable Share when: (a) a registration statement with respect to
the sale of such shares of Common Stock shall have become effective under the
Securities Act and such shares of Common Stock shall have been disposed of in
accordance with such registration statement; (b) such shares of Common Stock
shall have been sold to the public pursuant to Rule 144 under the Securities Act
(or any



                                       17


successor provision); (c) such shares of Common Stock shall have been otherwise
transferred, new certificates for them not bearing a legend restricting further
transfer shall have been delivered by the Company and subsequent public
distribution of them shall not require registration or qualification of them
under the Securities Act or any similar state law then in force; (d) such shares
shall have ceased to be outstanding or (e) in the case of Registrable Shares
held by a Holder that is not FNF or any Affiliate thereof, when such Registrable
Shares are eligible for sale pursuant to Rule 144(k) under the Securities Act
(or any successor provision). The Company shall promptly upon the request of any
Holder furnish to such Holder evidence of the number of Registrable Shares then
outstanding.

                           ARTICLE IV. MISCELLANEOUS

         Section 4.1. Notices. All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be given or
made (and shall be deemed to have been duly given or made upon receipt) by
delivery in person, by overnight courier service, by facsimile with receipt
confirmed (followed by delivery of an original via overnight courier service) or
by registered or certified mail (postage prepaid, return receipt requested) to
the respective parties at the following addresses (or at such other address for
a party as shall be specified in a notice given in accordance with this Section
4.1:

If to the Company:

                  Fidelity National Title Group, Inc.
                  601 Riverside Avenue
                  Jacksonville, FL 32204
                  Attn: General Counsel
                  Telephone: 904-854-8100

If to FNF:

                  Fidelity National Financial, Inc.
                  601 Riverside Avenue
                  Jacksonville, FL 32204
                  Attn: General Counsel
                  Telephone: 904-854-8100

If to any other Holder, the address indicated for such Holder in the Company's
stock transfer records with copies, so long as FNF owns any Registrable Shares,
to FNF as provided above. Any notice or communication hereunder shall be deemed
to have been given or made as of the date so delivered if personally delivered;
when answered back, if sent via facsimile; when receipt is confirmed by the
sender's equipment; and five (5) calendar days after mailing if sent by
registered or certified mail (except that a notice of change of address shall
not be deemed to have been given until actually received by the addressee).
Failure to mail a notice or communication to a Holder or any defect in it shall
not affect its sufficiency with respect to other Holders. If a notice or
communication is mailed in the manner provided above, it is duly given, whether
or not the addressee receives it.

                                       18


         Section 4.2. Authority. Each of the parties hereto represents to the
other that (i) it has the corporate power and authority to execute, deliver and
perform this Agreement, (ii) the execution, delivery and performance of this
Agreement by it has been duly authorized by all necessary corporate action and
no such further action is required, (iii) it has duly and validly executed and
delivered this Agreement, and (iv) this Agreement is a legal, valid and binding
obligation, enforceable against it in accordance with its terms subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws affecting creditors' rights generally and general equity principles.

         Section 4.3. Governing Law. This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of Florida
without application of the conflict of laws provisions thereof.

         Section 4.4. Successors and Assigns. Except as otherwise expressly
provided herein, this Agreement shall be binding upon and benefit the Company,
each Holder, and their respective successors and assigns.

         Section 4.5. Severability. If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced under any Law or as
a matter of public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect. Upon such determination that
any term or other provision is invalid, illegal or incapable of being enforced,
the parties to this Agreement shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions
contemplated by this Agreement be consummated as originally contemplated to the
greatest extent possible.

         Section 4.6. Remedies. Each party hereto shall be entitled to enforce
its rights under this Agreement specifically to recover damages by reason of any
breach of any provision of this Agreement and to exercise all other rights
existing in its favor. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of this
Agreement and that each party may in its sole discretion apply to any court of
law or equity of competent jurisdiction for specific performance and/or
injunctive relief (without posting a bond or other security) in order to enforce
or prevent any violation of the provisions of this Agreement.

         Section 4.7. Waivers. The observance of any term of this Agreement may
be waived (either generally or in a particular instance and either retroactively
or prospectively) by the party entitled to enforce such term, but such waiver
shall be effective only if it is in a writing signed by the party against whom
the existence of such waiver is asserted. Unless otherwise expressly provided in
this Agreement, no delay or omission on the part of any party in exercising any
right or privilege under this Agreement shall operate as a waiver thereof, nor
shall any waiver on the part of any party of any right or privilege under this
Agreement operate as a waiver of any other right or privilege under this
Agreement nor shall any single or partial exercise of any right or privilege
preclude any other or further exercise thereof or the exercise of any other
right or privilege under this Agreement. No failure by either party to take any
action or assert any right or privilege hereunder shall be deemed to be a waiver
of such right or privilege in the event of the



                                       19


continuation or repetition of the circumstances giving rise to such right unless
expressly waived in writing by the party against whom the existence of such
waiver is asserted.

         Section 4.8. Amendment. This Agreement may not be amended or modified
in any respect except by a written agreement signed by the Company, FNF (so long
as FNF owns any Common Stock) and the Holders of a majority of the then
outstanding Registrable Shares.

         Section 4.9. Counterparts. This Agreement may be executed in one or
more counterparts, and by the different parties to each such agreement in
separate counterparts, each of which when executed shall be deemed to be an
original but all of which taken together shall constitute one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by facsimile shall be as effective as delivery of a manually executed
counterpart of any such Agreement.

         Section 4.10. Entire Agreement. This Agreement and the other writings
referred to herein or delivered pursuant hereto which form a part hereof contain
the entire agreement and understanding among the parties hereto with respect to
the subject matter hereof and supersedes and preempts any prior understandings,
agreements or representations by or among the parties, written or oral, which
may have related to the subject matter hereof in any way.

         Section 4.11. Descriptive Headings. The descriptive headings of this
Agreement are inserted for convenience only and do not constitute a part of this
Agreement.

         Section 4.12. Construction. Where specific language is used to clarify
by example a general statement contained herein, such specific language shall
not be deemed to modify, limit or restrict in any manner the construction of the
general statement to which it relates. The language used in this Agreement shall
be deemed to be the language chosen by the parties hereto to express their
mutual intent, and no rule of strict construction shall be applied against any
party.

         Section 4.13. Arbitration. All disputes arising under this Agreement
shall be resolved by arbitration in accordance with the Commercial Arbitration
Rules of the American Arbitration Association. Expedited rules shall apply
regardless of the amount at issue. Arbitration proceedings hereunder may be
initiated by the any party making a written request to the American Arbitration
Association, together with any appropriate filing fee, at the office of the
American Arbitration Association in Orlando, Florida. All arbitration
proceedings shall be held in Jacksonville, Florida in a location to be specified
by the Arbitrators (or any place agreed to by the parties and the Arbitrators).
If the amount at issue is less than US$100,000.00, then arbitration shall be by
one Arbitrator experienced in the matters at issue and jointly selected by the
parties (provided, that, if the parties cannot agree on an Arbitrator within
fifteen (15) days after notice of commencement of arbitration, the American
Arbitration Association shall, upon the request of any party to the dispute or
difference, appoint the Arbitrator). If the amount at issue is US$100,000.00 or
more, then arbitration shall be by a panel of three qualified Arbitrators
experienced in the matters at issue. Each party shall choose one Arbitrator and
the third Arbitrator shall be chosen by the two so chosen. If the parties fail
to choose an Arbitrator within 30 days after notice of commencement of
arbitration or if the two Arbitrators fail to choose a third Arbitrator within
30 days after their appointment, the American Arbitration Association



                                       20


shall, upon the request of any party to the dispute or difference, appoint the
Arbitrator or Arbitrators to constitute or complete the panel, as the case may
be. Any order or determination of the arbitral tribunal shall be final and
binding upon the parties to the arbitration as to matters submitted and may be
enforced by either party in any court having jurisdiction over the subject
matter or over any of the parties. All costs and expenses incurred in connection
with any such arbitration proceeding (including reasonable attorneys fees) shall
be borne by the party against which the decision is rendered, or, if no decision
is rendered, such costs and expenses shall be borne equally by the parties. If
the Arbitrators' decision is a compromise, the determination of which party or
parties bears the costs and expenses incurred in connection with any such
arbitration proceeding shall be made by the Arbitrators on the basis of the
Arbitrators' assessment of the relative merits of the parties' positions.

         Section 4.14. Consent to Jurisdiction. Each party hereby submits to the
nonexclusive jurisdiction of the Federal courts and the courts of the State of
Florida, in each case located in Duval County, Florida for purposes of all legal
proceedings arising out of or relating to this Agreement. Each party hereby
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of the venue of any such proceeding
brought in such a court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS.



                           [signature page to follow]



                                       21






         Section 4.15. Survival. Notwithstanding anything herein to the
contrary, the provisions of Sections 2.8, 4.1, 4.3, 4.5, 4.6, 4.11, 4.13, 4.14
and this Section 4.15 shall survive any expiration or termination of this
Agreement.



         IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the date first written above.



                                    FIDELITY NATIONAL FINANCIAL, INC.


                                    By ________________________________
                                       Name:
                                       Title:




                                    FIDELITY NATIONAL TITLE GROUP, INC.


                                    By ________________________________
                                            Raymond R. Quirk
                                            Chief Executive Officer



                                       22

                                                                    EXHIBIT 10.7

                  INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT

         This INTELLECTUAL PROPERTY CROSS LICENSE AGREEMENT (this "Agreement"),
dated as of __________________, 2005 (the "Effective Date"), is entered into by
and between FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation, ("FNF")
and FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation ("FNT"), each a
"Party" and together, the "Parties."

                                  WITNESSETH:


         WHEREAS, FNF has the authority and power, or has caused members of the
FNF Group to authorize and empower FNF, to deliver the rights herein granted to
FNT, and FNT has the authority and power, or has caused members of the FNT Group
to authorize and empower FNT, to deliver the rights herein granted to FNF.

         NOW, THEREFORE, in consideration of the premises, and of the cross
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereby agree as follows:

1.       CERTAIN DEFINITIONS

(a)      "Change of Control" of FNT means any event or circumstance causing FNF
         to own or control, directly or indirectly, fifty percent (50%) or less
         of the stock or other equity interest entitled to vote on the election
         of the members to the board of directors or similar governing body of
         FNT.

(b)      "Competitors" for FNF shall mean those companies set forth on Schedule
         1(a)(i) and for FNT shall mean those companies set forth on Schedule
         1(a)(ii).

(c)      "Confidential Information" has the meaning set forth in Section 8(a).

(d)      "Copyright" means each of the FNF Copyrights and the FNT Copyrights.

(e)      "Dispute" has the meaning set forth in Section 9(a).

(f)      "Fidelity Mark" has the meaning set forth in Section 3(e).

(g)      "FNF Copyrights" has the meaning set forth in Section 2(b).

(h)      "FNF Group" means FNF, the FNF Subsidiaries and each Person that is an
         Affiliate of FNF, other than FNT and any member of the FNT Group,
         immediately after the Effective Date, and each other Person that
         becomes an Affiliate of FNF after the Effective Date.

(i)      "FNF Intellectual Property" has the meaning set forth in Section 2(f).

(j)      "FNF Marks" has the meaning set forth in Section 2(c).


                                       1

(k)      "FNF Patents" has the meaning set forth in Section 2(d).

(l)      "FNF Trade Secrets" has the meaning set forth in Section 2(e).

(m)      "FNF Subsidiary" means the Subsidiaries of FNF, excluding FNT and the
         members of the FNT Group (collectively, the "FNF Subsidiaries").

(n)      "FNT Copyrights" has the meaning set forth in Section 2(b).

(o)      "FNT Group" means FNT, Subsidiaries of FNT, and each Person that FNT
         directly or indirectly controls (within the meaning of the Securities
         Act) immediately after the Effective Date, and each other Person that
         becomes an Affiliate of FNT after the Effective Date.

(p)      "FNT Intellectual Property" has the meaning set forth in Section 2(f).

(q)      "FNT Marks" has the meaning set forth in Section 2(c).

(r)      "FNT Patents" has the meaning set forth in Section 2(d).

(s)      "FNT Subsidiary" means the Subsidiaries of FNT (collectively, the "FNT
         Subsidiaries").

(t)      "FNT Trade Secrets" has the meaning set forth in Section 2(e).

(u)      "Granting Party" has the meaning set forth in Section 2(a).

(v)      "Granting Party Group" means (i) the FNF Group in those instances where
         FNF is the Licensor Party and (ii) the FNT Group in those instances
         where FNT is the Licensor Party.

(w)      "Intellectual Property" has the meaning set forth in Section 2(f).

(x)      "Intercompany Agreements" means the following agreements each executed
         on or about the Effective Date, unless otherwise indicated herein:

         (i)      this Intellectual Property Cross License Agreement between FNF
                  and FNT;

         (ii)     the Corporate Services Agreement between FNF and FNT;

         (iii)    the Reverse Corporate Services Agreement between FNF and FNT;

         (iv)     the Employee Matters Agreement between FNF and FNT;

         (v)      the Tax Matters Agreement between FNF and FNT; and

         (vi)     any other agreement that would fall within the definition of
                  "Ancillary Agreements" in the Separation Agreement dated as of
                  _____________, 2005, between FNF and FNT, as amended and as
                  may hereafter be amended from time to time.


                                       2

(y)      "Licensee Party" has the meaning set forth in Section 2(a).

(z)      "Licensee Party Group" means (i) the FNF Group in those instances where
         FNF is the Licensee Party and (ii) the FNT Group in those instances
         where FNT is the Licensee Party.

(aa)     "Mark" means each of the FNF Marks and the FNT Marks.

(bb)     "Master IT Services Agreement" means the agreement dated as of
         _____________, 2005 by and between FNT and Fidelity Information
         Services, Inc., an Arkansas corporation.

(cc)     "Party" has the meaning set forth in the preamble.

(dd)     "Patent" means each of the FNF Patents and the FNT Patents.

(ee)     "Permitted Sublicensee" has the meaning set forth in Section 2(g)(i).

(ff)     "Person" means an individual, a partnership, a corporation, a limited
         liability company, an association, a joint stock company, a trust, a
         joint venture, an unincorporated organization, a governmental entity or
         any department, agency, or political subdivision thereof.

(gg)     "Subsidiary" means, with respect to any specified Person, any
         corporation or other legal entity of which such Person controls or
         owns, directly or indirectly, more than fifty percent (50%) of the
         stock or other equity interest entitled to vote on the election of the
         members to the board of directors or similar governing body.

(hh)     "Trade Secret" means each of the FNF Trade Secrets and the FNT Trade
         Secrets.

(ii)     "Unauthorized Access" has the meaning set forth in Section 8(b).

2.       RECIPROCAL GRANTS

(a)      Each Party hereto grants hereby certain rights in Intellectual Property
         (defined and scheduled below) and Trade Secrets and, with respect to
         such rights, shall be termed the "Granting Party"; with respect to such
         rights, the grantee shall be termed the "Licensee Party." The following
         basic grants shall control each identified type of Intellectual
         Property and Trade Secrets, but each grant shall be subject to any
         further conditions adjoining the specific item of Intellectual Property
         as scheduled (for Copyrights on Schedule 2(b), for Marks on Schedule
         2(c), and for Patents on Schedule 2(d)). Where a Party is granted a
         right to sublicense pursuant to this Section 2, any sublicense granted
         pursuant to such right shall comply with Section 2(g) below.

(b)      Copyrights. (i) FNF hereby grants to FNT a non-exclusive, irrevocable,
         non-terminable, worldwide, royalty-free license, to use, sell services
         arising from, sublicense, operate, alter, modify, adapt, perform,
         distribute, create derivative works from, display, copy and exploit any
         other rights of ownership now existing or hereafter created with
         respect to (A) the copyrighted materials (including but not limited to
         software) owned by a member of


                                       3

         the FNF Group and listed or described on Schedule 2(b) hereto or (B)
         materials that (1) are unregistered, (2) are not software or data
         processed by software in connection with the business of FNF Group, (3)
         FNT Group was using prior to the Effective Date and (4) do not have
         substantial commercial value (collectively, A and B are the "FNF
         Copyrights"), subject to the terms and conditions hereof.

         (ii) FNT hereby grants to FNF a non-exclusive, irrevocable,
         non-terminable, worldwide, royalty-free license, to use, exploit, sell
         services arising from, sublicense, operate, alter, modify, adapt,
         perform, distribute, create derivative works from, display, copy and
         exploit any other rights of ownership now existing or hereafter created
         with respect to (A) the copyrighted materials (including but not
         limited to software) owned by a member of the FNT Group and listed or
         described on Schedule 2(b) hereto or (B) materials that (1) are
         unregistered, (2) are not software or data processed by software in
         connection with the business of FNT Group, (3) FNF Group was using
         prior to the Effective Date and (4) do not have substantial commercial
         value (collectively, A and B are the "FNT Copyrights"), subject to the
         terms and conditions hereof.

(c)      Marks. (i) FNF hereby grants to FNT for the term of this Agreement a
         non-exclusive, worldwide, revocable, royalty-free license, to use,
         sublicense, display and reproduce the trade and service marks owned by
         a member of the FNF Group and listed on Schedule 2(c) hereto (the "FNF
         Marks"), terminable as provided below, by FNF (and with respect to
         sublicenses to the FNT Group, by FNT) for the goods and services as set
         forth on Schedule 2(c). Notwithstanding the foregoing, one or more
         upper level domain names substantially matching an FNF Mark may also be
         scheduled and licensed hereunder, and shall be licensed, if at all,
         exclusively.

         (ii) FNT hereby grants to FNF for the term of this Agreement, a
         non-exclusive, world-wide, revocable, royalty-free license, to use,
         sublicense, display and reproduce the trade and service marks owned by
         a member of the FNT Group and listed on Schedule 2(c) hereto (the "FNT
         Marks"), terminable as provided below, by FNT (and with respect to
         sublicenses to the FNF Group, by FNF) for the goods and services as set
         forth on Schedule 2(c). Notwithstanding the foregoing, one or more
         upper level domain names substantially matching an FNT Mark may also be
         scheduled and licensed hereunder, and shall be licensed, if at all,
         exclusively.

         (iii) Each license and each sublicense of a Mark shall be separately
         terminable on the following conditions:

              Each Licensee Party or sublicensee of a Mark hereunder shall
              observe the following quality control standards and procedures:

                  A) Licensee Party shall assure that the nature and quality
                     of products and services that are marketed, advertised,
                     sold or serviced using Granting Party Marks subject to
                     this Agreement will meet or exceed all applicable
                     governmental and regulatory standards and requirements
                     and initially shall be of a high quality consistent with
                     the quality of the products and services of the Licensee
                     Party as provided by the Licensee Party (or its
                     sublicensees) prior to the date hereof,


                                       4

                     and throughout the term hereof, recognizing that
                     Licensee Party's business shall change and that
                     regulatory standards and requirements may change from
                     time to time, its products and services shall continue
                     to be of a high quality commensurate with industry
                     standards and with then current regulatory standards and
                     requirements. Each party acknowledges that the Licensee
                     Party has maintained the products and services offered
                     under the Marks at a high quality and enforced quality
                     control standards regarding the nature and quality of
                     products and services that are marketed, advertised,
                     sold or serviced using Granting Party's Marks prior to
                     the date hereof. Granting Party may from time to time
                     request, and Licensee Party agrees to reasonably
                     provide, samples of marketing materials, advertisements,
                     and other information regarding Licensee Party's or
                     sublicensee's products and services which samples shall
                     be used only for the purpose of verifying Licensee
                     Party's compliance with quality control. The parties
                     shall mutually agree upon and comply with guidelines for
                     reasonable usage of the Marks.

                  B) All goodwill arising from License Party's use, or use by
                     a sublicense, of Granting Party Marks shall inure solely
                     to the benefit of the Granting Party and neither during,
                     nor after, termination of this Agreement shall a
                     Licensee Party or any sublicensee assert any claim to
                     such goodwill. Additionally, each such Licensee Party
                     and sublicensee agrees not to take any action that would
                     be detrimental to the goodwill associated with such
                     Marks.

                  If a Granting Party of a Mark shall give written notice to a
                  Licensee Party of the Licensee Party's material failure (or
                  the material failure of any of its sublicensees) to maintain
                  or observe the requisite quality controls set forth above and
                  if, within sixty (60) days of Licensee Party's receipt of such
                  notice, (i) the failure has not been cured or (ii) a
                  reasonable plan of cure has not been presented by the Licensee
                  Party to the Granting Party and the Licensee Party (or
                  sublicensee) of the Mark in breach has not begun to implement
                  such plan, then the Granting Party may suspend all rights for
                  use of said Mark by the relevant Licensee Party or sublicensee
                  until such time as such failure is cured. If a plan of cure is
                  implemented and has not resulted in a cure within one (1) year
                  of notice of material failure, the license of such Mark to
                  such user shall terminate. If a license to a Licensee Party
                  sublicensee is so terminated, such Licensee Party may not
                  issue a new sublicense for a Mark to such sublicensee without
                  prior written consent of the Granting Party.

(d)      Patents. (i) FNT hereby grants to FNF an irrevocable, non-terminable,
         non-exclusive, worldwide, royalty-free license, to use, sublicense,
         make, create improvements of, market, sell, offer for sale, and exploit
         any other rights of ownership now existing or hereafter created with
         respect to goods and services using or arising from processes or
         inventions subject to patents owned by a member of the FNT Group and
         listed on Schedule 2(d) hereto (the "FNT Patents") subject to the terms
         and conditions hereof.

         (ii) FNF hereby grants to FNT an irrevocable, non-terminable,
         non-exclusive, worldwide, royalty-free license, to use, sublicense,
         make, create improvements of, market, sell and


                                       5

         exploit any other rights of ownership now existing or hereafter created
         with respect to goods and services using or arising from processes
         subject to patents owned by a member of the FNF Group and listed on
         Schedule 2(d) hereto (the "FNF Patents") subject to the terms and
         conditions hereof.

(e)      Trade Secrets/Know-How. (i) FNT hereby grants to FNF an irrevocable,
         non-terminable (except as set forth herein), non-exclusive, worldwide,
         royalty-free license, to use, sublicense, make, create improvements of,
         market, sell and exploit any other rights of ownership now existing or
         hereafter created with respect to goods and services using or arising
         from know-how or trade secrets owned by a member of the FNT Group and
         used by a member of the FNF Group prior to the Effective Date (the "FNT
         Trade Secrets"), subject to the terms and conditions hereof.

         (ii) FNF hereby grants to FNT an irrevocable, non-terminable (except as
         set forth herein), non-exclusive, worldwide, royalty-free license, to
         use, sublicense, make, create improvements of, market, sell and exploit
         any other rights of ownership now existing or hereafter created with
         respect to goods and services using or arising from trade secrets or
         know-how owned by a member of the FNF Group and used by a member of the
         FNT Group prior to the Effective Date (the "FNF Trade Secrets"),
         subject to the terms and conditions hereof.

(f)      Intellectual Property. The Patents, Marks and Copyrights shall be
         collectively termed the "Intellectual Property" and the Intellectual
         Property owned by FNF or FNT shall be termed, respectively, the "FNF
         Intellectual Property" and the "FNT Intellectual Property."

(g)      Sublicense Limitations. Each grant hereunder is subject to the right of
         sublicense (without further consent from the Granting Party) in
         accordance with the following limitations:

         (i) Sublicenses may be granted hereunder by a Licensee Party solely to
         members of the Licensee Party Group, effective upon written notice to
         the Granting Party, which notice discloses the specific Intellectual
         Property or Trade Secret that has been sublicensed and the name and
         address of the sublicensee. A Licensee Party, who prior to the
         Effective Date, granted or whose members of the Licensee Party Group
         granted sublicenses of Intellectual Property outside of the Licensee
         Party Group to their respective end-user customers and/or resellers
         (which resellers are not Competitors of the Granting Party) as part of
         the normal conduct of their respective businesses or who can show that
         it or members of the Licensee Party Group were planning within the
         first year after the Effective Date to grant sublicenses of
         Intellectual Property to their respective end-user customers and/or
         resellers (which resellers are not Competitors of the Granting Party)
         as part of the normal conduct of their respective businesses (all such
         end-users and resellers are, collectively, the "Permitted
         Sublicensees"), may grant or permit sublicenses within the Licensee
         Party Group to grant further sublicenses of such Intellectual Property
         as had previously been so granted or as had been planned to be so
         granted within the first year after the Effective Date as part of such
         normal conduct of business to Permitted Sublicensees upon written
         notice to the Granting Party, which notice shall disclose the specific
         Intellectual Property that has been sublicensed and the name and
         address of the


                                       6

         Permitted Sublicensee. A Licensee Party shall not grant sublicenses,
         directly or indirectly, of the Intellectual Property of the Granting
         Party to a Competitor of the Granting Party; provided that the Licensee
         Party can grant a sublicense to a Competitor of a Granting Party for
         Copyrights or Patents of the Granting Party solely for the benefit of
         Licensee Party's internal business or the business of the members of
         the Licensee Party Group. In no event shall a Licensee Party grant
         sublicenses, directly or indirectly, of the Trade Secrets of the
         Granting Party to a Competitor of the Granting Party or otherwise
         provide access to the Trade Secrets of the Granting Party to a
         Competitor of the Granting Party.

         (ii) Except as otherwise set forth in Schedule 2(b), (c), or (d)
         hereto, which may be amended in accordance with Section 2(h), or as
         permitted by Section 2(g)(i), a Licensee Party may grant sublicenses to
         any Person who is not in the Licensee Party Group only upon prior
         written consent of the Granting Party. Except as otherwise set forth in
         Schedule 2(b), (c) or (d) hereto, which may be amended in accordance
         with Section 2(h), or as permitted by Section 2(g)(i), if a Licensee
         Party proposes to sublicense any Intellectual Property licensed to it
         hereunder to a Person outside its Group and who is a Permitted
         Sublicensee, the Granting Party shall consider such proposal in good
         faith and may approve same on such conditions as it deems appropriate
         in its reasonable business judgment.

         (iii) The Licensee Party agrees to impose, on each of its sublicensees,
         obligations to comply with the terms of this Agreement, including
         without limitation, obligations regarding confidentiality and the
         return and/or destruction of Trade Secrets and related documents and
         materials pursuant to Section 8 hereof and shall not permit any
         sublicensee to grant further sublicenses without the prior written
         approval of the Granting Party.

         (iv) Any sublicense of a Copyright or Patent shall include provisions
         to enable the sublicensee's compliance with Section 3(d) below.

         (v) A Licensee Party (A) shall be and remain liable to the Granting
         Party for each sublicensee of the Licensee Party and any breach of the
         terms of the applicable sublicense and this Agreement and (B) shall use
         its commercially reasonable best efforts to minimize any damage
         (current and prospective) done to the Granting Party as a result of any
         such breach.

         (vi) Any other limitations set forth in Schedule 2(b), (c) and (d)
         shall apply with respect to all sublicenses.

(h)      Schedule Changes. At any time prior to six months after the Change of
         Control of FNT, Schedules 2(b), (c) and (d) shall be amended from time
         to time, by one party giving written notice to the other, to add,
         modify or delete (i) any FNF Intellectual Property that is a Patent or
         Copyright (other than data and software with substantial commercial
         value) that any member of the FNT Group was using prior to becoming an
         FNT Subsidiary and which is necessary to the business of such member
         unless such addition would be prohibited by any enforceable obligation
         of FNF prior to the date hereof, in which event


                                       7

         the parties will take all commercially reasonable efforts to enable the
         addition, in each case with such addition having retroactive effect to
         the Effective Date, and (ii) any FNT Intellectual Property that is a
         Patent or Copyright (other than data and software with substantial
         commercial value) that any member of the FNF Group was using prior to
         the Effective Date which is necessary to the business of such member,
         unless such addition would be prohibited by any other enforceable
         obligation of FNT prior to the date hereof, in which event the parties
         will take all commercially reasonable efforts to enable the addition,
         in each case with such addition having retroactive effect to the
         Effective Date.

(i)      If, within one year from the Effective Date, a Party identifies a
         copyright, patent or mark owned by a member of the other Party's Group
         prior to the Effective Date and not scheduled hereunder which would
         otherwise qualify as Intellectual Property, but which such Party was
         not using before the Effective Date, which it (or a member of its
         Group) deems useful in its business, the Party which owns (or a member
         of whose Group owns) such item of intellectual property agrees to
         negotiate in good faith to arrive at reasonable commercial terms of a
         license but, for the avoidance of doubt, is not bound to conclude a
         license.

(j)      In the event of a conflict or inconsistency between the terms of this
         Agreement and any other Intercompany Agreement concerning or
         implicating the licensing of Patents, Copyrights or Trade Secrets, the
         terms of such Intercompany Agreement will govern. In the event of a
         conflict or inconsistency between the terms of this Agreement and any
         other Intercompany Agreement entered between a member of FNF Group and
         FNT Group as of or within six months following the Effective Date
         concerning the licensing of Marks, the terms of this Agreement will
         govern.

3.       COPIES; DERIVATIVE WORKS; IMPROVEMENTS

(a)      In addition to any copies of Intellectual Property that a Licensee
         Party or its sublicensee may make as otherwise permitted hereunder, a
         Licensee Party or its sublicensee may make such number of copies of
         Intellectual Property as reasonably deemed necessary by it for backup
         or disaster recovery. No Licensee Party shall remove, obscure or
         materially vary (or permit its sublicensee to remove, obscure or
         materially vary) any notice of copyright, trademark, patent or other
         intellectual property right from any Intellectual Property and/or
         copies made by a Licensee Party or its sublicensee, and each Licensee
         Party shall reproduce (or cause its sublicense to reproduce) on each
         whole or partial copy of Intellectual Property (and on containers or
         wrappers thereof) such notices as have been placed on such Intellectual
         Property by the entity owning such Intellectual Property (or
         otherwise). Copies of Intellectual Property shall be subject to the
         terms and conditions of this Agreement.

(b)      Except as expressly provided herein to the contrary, in no event shall
         a Licensee Party or its sublicensee create, register or use, as a
         trademark, any alteration or variation of any Granting Party Mark
         without the prior written approval of the Granting Party, not to be
         unreasonably withheld.


                                       8

(c)      Title to a derivative work created pursuant to the Master IT Services
         Agreement shall be determined solely pursuant to the Master IT Services
         Agreement and shall not be deemed a derivative work under this
         Agreement. Except pursuant to the foregoing, if a Licensee Party or its
         sublicensee of any Granting Party Copyright creates a derivative work
         of the work subject to such Granting Party Copyright, then the Licensee
         Party or its sublicensee shall be the owner of the derivative work (but
         not the owner of the underlying Granting Party Copyright).

(d)      Except to the extent set forth in the Master IT Services Agreement (in
         which case the Master IT Services Agreement shall be determinative), if
         a Licensee Party (or its sublicensee hereunder) of a Patent invents an
         improvement thereon, whether patented, patent pending or maintained as
         a trade secret, then such Licensee Party or its sublicensee shall be
         the owner of such improvement (but not the owner of the underlying
         Patent). However, each Party shall provide and assure (by appropriate
         terms in any sublicense) that patents which are improvements on any
         Patent licensed hereunder, having a filing date in any jurisdiction on
         or before the fifth anniversary of the Effective Date, shall not be
         asserted against either Party hereto or members of its Group. Such
         Licensee Party or its sublicensee, as the case may be, shall have no
         duty to prosecute a patent or patents on any such improvements, nor
         shall it have any claim for reimbursement from any Granting Party or
         Granting Party licensor for costs it may have incurred in investigating
         or pursuing patent protection for such improvement.

(e)      If FNT wishes to use a trademark or service mark containing the words
         "Fidelity" or "Fidelity National" (each, a "Fidelity Mark"), it may do
         so pursuant to the grant in Section 2(c) of this Agreement; provided
         that FNF has not filed an intent to use application on the FNT-proposed
         mark. If FNT wishes to register a Fidelity Mark, it shall request FNF,
         in writing, to prosecute and maintain such registration, in FNF's name,
         and FNT shall reimburse FNF for all reasonable out of pocket expenses
         incurred by FNF in connection therewith. FNF shall expeditiously
         prosecute such Fidelity Mark in FNF's name, provided that FNF has
         neither filed an intent to use registration on the proposed mark nor
         uses the proposed mark in commerce. To the extent that, in any
         jurisdiction outside the United States, FNT, as a licensee, may
         prosecute its own trademark or service mark application for any
         Fidelity Mark, it may do so upon written notice to FNF.

(f)      Subject to the limitations set forth in Section 3(b) above, to minimize
         dilution of the Fidelity Marks, if FNT elects to use a Fidelity Mark
         together with a logo similar to a house silhouetted against a
         cityscape, then FNT shall use such mark in a manner as similar to that
         in which FNF uses its comparable mark as possible including without
         limitation, the color scheme, type face and relative sizes.

4.       OWNERSHIP

(a)      For clarification purposes, all FNF Intellectual Property and any FNF
         Trade Secret shall at all times be exclusively owned, as between the
         Parties, by FNF, and the entities within the FNT Group shall have no
         rights, title or interest therein, other than the rights set forth in
         this Agreement.


                                       9

(b)      For clarification purposes, all FNT Intellectual Property and any FNT
         Trade Secret shall at all times be exclusively owned, as between the
         Parties, by FNT, and the entities within the FNF Group shall have no
         rights, title or interest therein, other than the rights set forth in
         this Agreement.

(c)      For clarification purposes, a Party may sell or otherwise encumber or
         cause to sell or be encumbered (i) the Intellectual Property that it or
         a member of its Group (FNF Group or FNT Group, as applicable) owns or
         (ii) any Trade Secret that it or a member of its Group (FNF Group or
         FNT Group, as applicable) owns; subject, however, to the licenses
         granted hereunder.

5.       DELIVERY

(a)      Upon the Effective Date, or as promptly as practicable thereafter, FNF
         shall deliver or cause to be delivered to FNT copies of the FNF
         Intellectual Property in such numbers and forms or formats as
         reasonably requested by FNT.

(b)      Upon the Effective Date, or as promptly as practicable thereafter, FNT
         shall deliver to FNF the FNT copies of the FNT Intellectual Property in
         such numbers and forms or formats as agreed by the Parties reasonably
         requested by FNF.

6.       ENFORCEMENT; INFRINGEMENT

(a)      Each Party will notify the other Party promptly of any acts of
         infringement or unfair competition with respect to Granting Party's
         Intellectual Property or Trade Secrets of which a Party or any
         sublicensee of that Party becomes aware or obtains actual knowledge
         alleging in writing that the Granting Party's Intellectual Property or
         Trade Secrets or its use infringes the rights of a third party or
         constitutes unfair competition. In such event, the Parties will
         cooperate and cause their applicable sublicensees to cooperate, at each
         Party's own expense, with the other Party to defend or prosecute the
         claim. All costs and expenses of defending or prosecuting any such
         action or proceeding, together with any recovery therefrom, will be
         borne by and accrue to the applicable Party or sublicensee that is
         party to the action or proceeding. FNF shall not initiate any
         litigation or proceeding with regard to infringement of or unfair
         competition with respect to the Fidelity Marks without the consent of
         FNT, which consent will not be unreasonably withheld.

(b)      Each of FNF and FNT, as the case may be, will enforce any applicable
         contract rights relating to breach of a sublicense issued pursuant
         hereto relating to the Intellectual Property rights or Trade Secrets of
         the other Party. In the event that either FNF or FNT commences a
         proceeding or any other form of action for such purposes, FNF or FNT,
         as applicable, will cause the entities within the FNT Group or the FNF
         Group, respectively, to reasonably cooperate, at their own expense,
         with such entity to prosecute such action or proceeding. All costs and
         expenses of any such action or proceeding, together with any recovery
         therefrom, will be borne by and accrue to the applicable entity within
         the proceeding Party.


                                       10

7.       LIMITATIONS

(a)      EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, ANY LICENSE GRANTED
         HEREUNDER IS "AS IS"; NEITHER PARTY (NOR ANY PERSON WITHIN THE FNF
         GROUP OR THE FNT GROUP), NOR ANY OF THEIR RESPECTIVE OFFICERS,
         DIRECTORS EMPLOYEES OR AGENTS MAKES ANY REPRESENTATION OR WARRANTY,
         EXCEPT AS MAY BE EXPRESSLY SET FORTH HEREIN, WITH RESPECT TO
         INTELLECTUAL PROPERTY, TRADE SECRETS OR THE LICENSES GRANTED OR MADE
         HEREUNDER, INCLUDING ANY REPRESENTATION AS TO: (i) A PARTY'S RIGHT TO
         GRANT LICENSES, (ii) THE SCOPE OF MARKS FOR ANY SPECIFIC GOODS OR
         SERVICES OR RIGHTS IN INTELLECTUAL PROPERTY OR TRADE SECRETS IN ANY
         SPECIFIC JURISDICTIONS, OR (iii) THE TITLE OF SUCH INTELLECTUAL
         PROPERTY OR TRADE SECRET OR ABSENCE OF ANY THIRD PARTY INFRINGEMENT OF
         SUCH INTELLECTUAL PROPERTY OR TRADE SECRET. NEITHER PARTY UNDERTAKES
         ANY COMMITMENT TO MAINTAIN OR DEFEND ITS INTELLECTUAL PROPERTY OR TRADE
         SECRET.

(b)      IN NO EVENT WILL EITHER PARTY HEREUNDER BE LIABLE TO THE OTHER PARTY
         HEREUNDER FOR DAMAGES IN THE FORM OF SPECIAL, INCIDENTAL, PUNITIVE,
         INDIRECT, CONSEQUENTIAL OR EXEMPLARY DAMAGES, LOST PROFITS, LOST
         SAVINGS, LOSS OF BUSINESS, DATA, GOODWILL OR OTHERWISE, WHETHER IN
         CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN CONNECTION WITH THIS
         AGREEMENT, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED IN ADVANCE OF THE
         POSSIBILITY OF SUCH DAMAGES.

8.       CONFIDENTIALITY

(a)      Confidential Information. Each Party shall use, and shall cause its
         sublicensees to use, at least the same standard of care in the
         protection of Confidential Information of the other Party as it uses to
         protect its own confidential or proprietary information of a similar
         nature (provided that such Confidential Information shall be protected
         in at least a reasonable manner). For purposes of this Agreement,
         "Confidential Information" includes (1) all confidential or proprietary
         information and documentation of either Party, all reports, exhibits
         and other documentation, any financial information and (2) any FNT
         Trade Secrets and FNF Trade Secrets. Each Party shall use the
         Confidential Information of the other Party only in connection with the
         purposes of this Agreement, including resolution of any Disputes in
         accordance with Section 9, and shall make such Confidential Information
         available, and shall cause its sublicensees to make such Confidential
         Information available, only to their respective employees,
         subcontractors, or agents having a "need to know" with respect to such
         purpose. Each Party shall advise, and shall cause its sublicensees to
         advise, their respective employees, subcontractors, and agents of such
         Party's obligations under this Agreement. Except as otherwise required
         by the terms of this Agreement (including Section 10) or applicable law
         or national stock exchange rule, in the event of the expiration of this
         Agreement or termination of this Agreement for any reason all
         Confidential Information of a Party disclosed to, and all


                                       11

         copies thereof made by, the other Party or the other Party's
         sublicensees shall be returned to the disclosing Party or, at the
         disclosing Party's option, erased or destroyed. The Party receiving the
         Confidential Information (or its sublicensee that received the
         Confidential Information) shall provide to the disclosing Party
         certificates evidencing such destruction. The obligations in this
         Section 8(a) will not restrict disclosure by a Party or its sublicensee
         pursuant to applicable law, or by order or request of any court or
         government agency; provided that, prior to such disclosure the
         receiving Party or its sublicensee shall (i) immediately give notice to
         the disclosing Party and (ii) cooperate with the disclosing Party in
         challenging the right to such access and (iii) only provide such
         information as is required by law, such order or a final,
         non-appealable ruling of a court of proper jurisdiction or with the
         written consent of the disclosing Party. Confidential Information of a
         Party will not be afforded the protection of this Agreement if such
         Confidential Information was (A) developed by the other Party or its
         sublicensees independently as shown by its written business records
         regularly kept, (B) rightfully obtained by the other Party or its
         sublicensees without restriction from a third party, (C) publicly
         available other than through the fault or negligence of the other Party
         or its sublicensees, or (D) released by the disclosing Party without
         restriction to anyone.

(b)      Unauthorized Acts. Each Party shall and shall cause its sublicensees
         to: (1) notify the other Party promptly of any unauthorized possession,
         use, or knowledge of any Confidential Information of the other Party by
         any Person which shall become known to it, any attempt by any Person to
         gain possession of Confidential Information of the other Party without
         authorization or any attempt to use or acquire knowledge of any
         Confidential Information without authorization (collectively,
         "Unauthorized Access"), (2) promptly furnish to the other Party full
         details of the Unauthorized Access and use reasonable efforts to assist
         the other Party in investigating or preventing the reoccurrence of any
         Unauthorized Access, (3) cooperate with the other Party in any
         litigation and investigation against third parties deemed necessary by
         such Party to protect its proprietary rights, and (4) promptly take
         affirmative action to prevent a reoccurrence of any such Unauthorized
         Access.

9.       DISPUTE RESOLUTION

(a)      Amicable Resolution. The Parties mutually desire that friendly
         collaboration will continue between them. Accordingly, they will try to
         resolve in an amicable manner all disagreements and misunderstandings
         connected with their respective rights and obligations under this
         Agreement, including any amendments hereto. In furtherance thereof, in
         the event of any dispute or disagreement (a "Dispute") between the
         Parties in connection with this Agreement (including, without
         limitation, any use of a Granting Party's Intellectual Property or
         Trade Secret by the Licensee Party Group or the compliance of the
         Licensee Party Group with terms of Section 2(c)(iii)), then the
         Dispute, upon written request of either Party, will be referred for
         resolution to the General Counsels of the Parties, which General
         Counsels will have ten (10) days to resolve such Dispute.

(b)      Mediation. In the event any Dispute cannot be resolved in a friendly
         manner as set forth in Section 9(a), the Parties intend that such
         Dispute be resolved by mediation. If the


                                       12

         General Counsels of the Parties are unable to resolve the Dispute as
         contemplated by Section 9(a), either Party may demand mediation of the
         Dispute by written notice to the other in which case the two Parties
         will select a single mediator within ten (10) days after the demand.
         Neither Party may unreasonably withhold consent to the selection of the
         mediator. Each Party will bear its own costs of mediation but both
         Parties will share the costs of the mediator equally.

(c)      Arbitration. In the event that the Dispute is not resolved pursuant to
         Section 9(a) or through mediation pursuant to Section 9(b), the latter
         within thirty (30) days of the submission of the Dispute to mediation,
         either Party involved in the Dispute may submit the dispute to binding
         arbitration pursuant to this Section 9(c). All Disputes submitted to
         arbitration pursuant to this Section 9(c) shall be resolved in
         accordance with the Commercial Arbitration Rules of the American
         Arbitration Association, unless the Parties involved mutually agree to
         utilize an alternate set of rules, in which event all references herein
         to the American Arbitration Association shall be deemed modified
         accordingly. Expedited rules shall apply regardless of the amount at
         issue. Arbitration proceedings hereunder may be initiated by either
         Party making a written request to the American Arbitration Association,
         together with any appropriate filing fee, at the office of the American
         Arbitration Association in Orlando, Florida. All arbitration
         proceedings shall be held in the city of Jacksonville, Florida in a
         location to be specified by the arbitrators (or any place agreed to by
         the Parties and the Arbitrator). The arbitration shall be by a single
         qualified arbitrator experienced in the matters at issue, such
         arbitrator to be mutually agreed upon by the Parties. If the Parties
         fail to agree on an arbitrator thirty (30) days after notice of
         commencement of arbitration, the American Arbitration Association
         shall, upon the request of any Party to the dispute or difference,
         appoint the arbitrator. Any order or determination of the arbitral
         tribunal shall be final and binding upon the Parties to the arbitration
         as to matters submitted and may be enforced by any Party to the Dispute
         in any court having jurisdiction over the subject matter or over any of
         the Parties. All costs and expenses incurred in connection with any
         such arbitration proceeding (including reasonable attorneys' fees)
         shall be borne by the Party incurring such costs. The use of any
         alternative dispute resolution procedures hereunder will not be
         construed under the doctrines of laches, waiver or estoppel to affect
         adversely the rights of either Party.

(d)      Non-Exclusive Remedy. FNF and FNT acknowledge and agree that money
         damages would not be a sufficient remedy for any breach of this
         Agreement by either Party or misuse of FNF Intellectual Property or FNF
         Trade Secret or FNT Intellectual Property or FNT Trade Secret within
         the FNF Group or the FNT Group, as the case may be, or the Confidential
         Information of FNF or FNT, as the case may be. Accordingly, nothing in
         this Section 9 will prevent either Party from immediately seeking
         injunctive or interim relief in the event (A) of any actual or
         threatened breach of any confidentiality provisions of this Agreement
         or (B) that the Dispute relates to, or involves a claim of, actual or
         threatened infringement of intellectual property. All actions for such
         injunctive or interim relief shall be brought in a court of competent
         jurisdiction in accordance with Section 11(f). Such remedy shall not be
         deemed to be the exclusive remedy for breach of this Agreement.


                                       13

(e)      Commencement of Dispute Resolution Procedure. Notwithstanding anything
         to the contrary in this Agreement, the Parties, but none of their
         respective Subsidiaries, are entitled to commence a dispute resolution
         procedure under this Agreement, whether pursuant to this Section 9 or
         otherwise, and each Party will cause its respective Subsidiaries not to
         commence any dispute resolution procedure other than through such Party
         as provided in this Section 9.

10.      TERM AND TERMINATION

(a)      Individual Terminations. This Agreement shall be construed as a
         separate and independent agreement for each and every Copyright, Mark
         or Patent provided for hereunder. Any termination of a license or
         sublicense for any particular Mark shall not terminate any licenses or
         sublicenses hereunder with regard to other Marks. Termination of a
         sublicense of a Mark shall not terminate sublicenses to other
         sublicensees or to other Marks.

(b)      Automatic Renewals of Marks Licenses; Termination for Sale. Subject to
         termination rights set forth in Section 2(c), the license of Marks
         hereunder shall continue for successive twenty (20) year terms,
         renewing automatically unless all of the Marks have been abandoned.
         Notwithstanding the foregoing, all licenses of Marks hereunder from FNF
         to FNT shall terminate automatically upon a Change of Control of FNT,
         subject to the transition period described in Section 10(e).

(c)      Termination as a result of Disaffiliation. If a member of a Licensee
         Party Group ceases to be a member of the Licensee Party Group, then all
         sublicenses from the Licensee Party to such member granted pursuant to
         the Licensee Party's rights under Section 2 shall terminate, subject to
         the transition period described in Section 10(e).

(d)      Termination for Insolvency. (i) In the event that either Party or, if
         applicable, the subsidiary of such Party to which a sublicense
         hereunder has been granted:

            A) shall admit in writing its inability to, or be generally unable
               to, pay its debts as such debts become due; or

            B) shall (1) apply for or consent to the appointment of, or the
               taking of possession by, a receiver, custodian, trustee, examiner
               or liquidator of itself or of all or a substantial part of its
               property or assets, (2) make a general assignment for the benefit
               of its creditors, (3) commence a voluntary case under the
               Bankruptcy Code, (4) file a petition seeking to take advantage of
               any other law relating to bankruptcy, insolvency, reorganization,
               liquidation, dissolution, arrangement or winding-up, or
               composition or readjustment of debts, (5) fail to controvert in a
               timely and appropriate manner, or acquiesce in writing to, any
               petition filed against it in an involuntary case under the
               Bankruptcy Code or (6) take any corporate, partnership or other
               action for the purpose of effecting any of the foregoing;

         then the other Party may, by giving notice thereof to such Party,
         exercise any termination right, and such termination shall become
         effective as of the date specified


                                       14

         in such termination notice; provided that where the conditions of this
         subsection 10(d)(i) are met only as to a subsidiary of such Party to
         which a sublicense hereunder has been granted, then the other Party's
         rights of termination are limited only to such subsidiary.

      (ii)  In the event that:

            A) a proceeding or case shall be commenced, without the application
               or consent of a Party or, if applicable, the subsidiary of such
               Party to which a sublicense hereunder has been granted, in any
               court of competent jurisdiction, seeking (i) its reorganization,
               liquidation, dissolution, arrangement or winding-up, or the
               composition or readjustment of its debts under the Bankruptcy
               Code, (ii) the appointment of a receiver, custodian, trustee,
               examiner, liquidator or the like of such Party, or, if
               applicable, of such subsidiary, or of all or any substantial part
               of its property or assets under the Bankruptcy Code or (iii)
               similar relief in respect of such Party or, if applicable, such
               subsidiary under any law relating to bankruptcy, insolvency,
               reorganization, winding-up, or composition or adjustment of
               debts, and such proceeding or case shall continue undismissed, or
               an order, judgment or decree approving or ordering any of the
               foregoing shall be entered and continue unstayed and in effect,
               for a period of sixty (60) days or more days; or

            B) an order for relief against such Party shall be entered in an
               involuntary case under the Bankruptcy Code, which shall continue
               in effect for a period of sixty (60) days or more;

         then the other Party may, by giving notice thereof to such Party,
         exercise any termination right, and such termination shall become
         effective as of the date specified in such termination notice; provided
         that where the conditions of this subsection 10(d)(ii) are met only as
         to a subsidiary of such Party to which a sublicense hereunder has been
         granted, then the other Party's rights of termination are limited only
         to such subsidiary.

(e)      Events on Termination.

         (i)   Upon any termination or expiration of any licenses or sublicenses
         for Marks granted under this Agreement: (A) where FNF is the Granting
         Party, FNT shall, and shall cause its applicable sublicensees to,
         promptly cease all use of the applicable Marks; provided that in the
         event of such termination by reason of a Change in Control pursuant to
         Section 10(b), FNF shall provide written notice to FNT of the
         termination of all licenses and sublicenses of Marks hereunder, with
         such termination to be effective at the end of a transition period of
         one (1) year from the date of such notice, and upon such termination,
         FNT shall have ceased and shall have caused its sublicensees to cease,
         all use of the applicable Marks; and (B) where FNT is the Granting
         Party, FNF shall, and shall cause its applicable sublicensees, to
         promptly cease, all use of the applicable Marks.

         (ii)   The termination of licenses and sublicenses of Patents and
         Copyrights pursuant to Section 10(c) shall be effective at the end of a
         transition period of one (1) year from the


                                       15

         date that the former member of a Licensee Party Group ceased to be a
         member of the Licensee Party Group, and upon such termination, the
         Licensee Party shall have caused the former member of the Licensee
         Party Group to cease all use of the Patents and Copyrights.

(f)      Abandonment. If FNF or a transferee intends to abandon all use of all
         marks containing the word "Fidelity," then FNF or such transferee shall
         provide written notice to FNT of its intention to abandon such marks
         simultaneously with its providing of a similar written notice to
         Fidelity National Information Services, Inc. ("FIS") pursuant to the
         terms of that certain Intellectual Property Cross License Agreement
         dated as of March 4, 2005 (the "FIS Cross License"), whereupon, subject
         to the superseding rights of FIS under the FIS Cross License, FNT will
         have a right to make an offer for the assignment of such marks and FNF
         will negotiate in good faith, solely with FNT, for the subsequent
         thirty (30) days, to conclude a mutually satisfactory transaction with
         respect to such assignment. If, at any time after providing such notice
         of its intention to abandon such marks, FNF or a transferee proposes to
         assign such marks, or any significant subset thereof, to a Person not
         affiliated with FNF or such transferee, FNT shall be extended a right
         of first refusal to acquire any transferable rights that FNF may have
         in such marks, which right shall be for a thirty (30) day period from
         the date of receipt of written notice of such proposal to assign such
         marks. If prior to expiration of the 30 day period, FNT has not
         provided written notice to FNF of its agreement to exercise such right,
         FNF or a transferee may offer or assign such Marks to any other Person.

(g)      Termination of Trade Secret Licenses.

         (i)  If, upon a Change of Control of FNT, FNF reasonably believes that
         any FNF Trade Secrets primarily related to the business of FNF may
         become available to a Competitor of FNF, FNF may withdraw from the
         license granted hereunder such FNF Trade Secrets upon a reasonable
         transition period for FNT to develop or acquire replacement know-how or
         trade secrets, provided that FNF compensates FNT in full for any loss
         or expenses that FNT bears in connection with such withdrawal.

         (ii)  If, upon a Change of Control of FNT, FNT reasonably believes that
         any FNT Trade Secrets primarily related to the business of FNT may
         become available to a Competitor of FNT, FNT may withdraw from the
         license granted hereunder such FNT Trade Secrets upon a reasonable
         transition period for FNF to develop or acquire replacement know-how or
         trade secrets, provided that FNT compensates FNF in full for any loss
         or expenses that FNT bears in connection with such withdrawal.

(h)      Survival. The terms of the last sentence of 2(g)(i) and all of Sections
         4, 7, 8, 9, 10(e), 10(g), 10(h) and 11 shall survive termination of
         this Agreement or any licenses or sublicenses granted hereunder.

11.       MISCELLANEOUS PROVISIONS

(a)      Relationship of the Parties. It is expressly understood and agreed that
         FNF and FNT are not partners or joint venturers, and nothing contained
         herein is intended to create an


                                       16

         agency relationship or a partnership or joint venture with respect to
         rights granted herein. With respect to this Agreement, neither Party is
         an agent of the other and neither Party has any authority to represent
         or bind the other Party as to any matters, except as authorized herein
         or in writing by such other Party from time to time.

(b)      Employees. As between the Parties, each Party shall be responsible for
         payment of compensation to its employees those of its subsidiaries, for
         any injury to them in the course of their employment, and for
         withholding or payment of all federal, state and local taxes or
         contributions imposed or required under unemployment insurance, social
         security and income tax laws with respect to such persons.

(c)      Assignment. Neither Party may assign, transfer or convey any right,
         obligation or duty, under this Agreement (other than those rights as
         between the Parties explicitly set forth herein) without the prior
         written consent of the other Party.

(d)      Severability. In the event that any one or more of the provisions
         contained herein shall for any reason be held to be unenforceable in
         any respect under law, such unenforceability shall not affect any other
         provision of this Agreement, and this Agreement shall be construed as
         if such unenforceable provision or provisions had never been contained
         herein.

(e)      Third Party Beneficiaries. Subject to the final sentence of Section
         11(j), the provisions of this Agreement are for the benefit of the
         Parties and their affiliates and not for any other Person. However,
         subject to the final sentence of Section 11(j), should any third party
         institute proceedings, this Agreement shall not provide any such Person
         with any remedy, claim, liability, reimbursement, cause of action, or
         other right.

(f)      Governing Law. This Agreement shall be governed by and construed in
         accordance with the laws of the State of Florida, without giving effect
         to such State's laws and principles regarding the conflict of laws.
         Subject to Section 9, if any Dispute arises out of or in connection
         with this Agreement, except as expressly contemplated by another
         provision of this Agreement, the Parties irrevocably (a) consent and
         submit to the exclusive jurisdiction of federal and state courts
         located in Jacksonville, Florida, (b) waive any objection to that
         choice of forum based on venue or to the effect that the forum is not
         convenient and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY
         RIGHT TO TRIAL OR ADJUDICATION BY JURY.

(g)      Executed in Counterparts. This Agreement may be executed in
         counterparts, each of which shall be an original, but such counterparts
         shall together constitute but one and the same document. The Parties
         may elect to rely upon facsimile signatures but shall promptly, at the
         request of either Party at any time prior to the first anniversary
         hereof, distribute to the other pages bearing holographic signatures in
         all respects identical to those distributed by facsimile.

(h)      Construction. The headings and numbering of articles, sections and
         paragraphs in this Agreement are for convenience only and shall not be
         construed to define or limit any of the terms or affect the scope,
         meaning, or interpretation of this Agreement or the


                                       17

         particular Article or Section to which they relate. This Agreement and
         the provisions contained herein shall not be construed or interpreted
         for or against any Party because that Party drafted or caused its legal
         representative to draft any of its provisions. The Exhibits and the
         Schedules to this Agreement that are specifically referred to herein
         are a part of this Agreement as if fully set forth herein. All
         references herein to Articles, Sections, subsections, paragraphs,
         subparagraphs, clauses, Exhibits and Schedules shall be deemed
         references to such parts of this Agreement, unless the context shall
         otherwise require. The inclusion of a matter or item in any Schedule to
         this Agreement shall not, for any purpose of this Agreement, be deemed
         to be the inclusion of such matter or item on any other Schedule to
         this Agreement.

(i)      Entire Agreement. Subject to Section 2(j), this Agreement, including
         all attachments, constitutes the entire Agreement between the Parties
         with respect to the subject matter hereof, and supersedes all prior
         oral or written agreements, representations, statements, negotiations,
         understandings, proposals and undertakings, with respect to the subject
         matter hereof including any earlier license of item(s) of Intellectual
         Property and Trade Secrets by and between a member of the FNF Group and
         a member of the FNT Group.

(j)      Amendments and Waivers. The Parties may amend this Agreement only by a
         written agreement signed by each Party and that identifies itself as an
         amendment to this Agreement. No waiver of any provisions of this
         Agreement and no consent to any default under this Agreement shall be
         effective unless the same shall be in writing and signed by or on
         behalf of the Party against whom such waiver or consent is claimed. No
         course of dealing or failure of any Party to strictly enforce any term,
         right or condition of this Agreement shall be construed as a waiver of
         such term, right or condition. Waiver by either Party of any default by
         the other Party shall not be deemed a waiver of any other default.

(k)      Remedies Cumulative. Unless otherwise provided for under this
         Agreement, all rights of termination or cancellation, or other remedies
         set forth in this Agreement, are cumulative and are not intended to be
         exclusive of other remedies to which the injured Party may be entitled
         by law or equity in case of any breach or threatened breach by the
         other Party of any provision in this Agreement. Unless otherwise
         provided for under this Agreement, use of one or more remedies shall
         not bar use of any other remedy for the purpose of enforcing any
         provision of this Agreement.

(l)      Title 11. The licenses to Intellectual Property granted hereunder are,
         for all purposes of Section 365(n) of Title 11 of the United States
         Code ("Title 11 ") and to the fullest extent permitted by law, licenses
         of rights to "intellectual property" as defined in Title 11. All
         Parties agree that the licensee of any rights under this Agreement
         shall retain and may fully exercise all of its applicable rights and
         elections under Title 11.


                                       18

(m)      UN Convention Disclaimed. The United Nations Convention on Contracts
         for the International Sale of Goods is specifically excluded from
         application to this Agreement.

         IN WITNESS WHEREOF, the Parties have executed this Assignment as of the
date first above written.



                                            FIDELITY NATIONAL FINANCIAL, INC.


                                            By
                                              ----------------------------------
                                                  Name:
                                                  Title:


                                            FIDELITY NATIONAL TITLE GROUP, INC.


                                            By
                                              ----------------------------------
                                                  Raymond R. Quirk
                                                  Chief Executive Officer







                                       19

                                                                    Exhibit 10.8


                                    SUBLEASE


      This Sublease ("Sublease") effective as of ______________, 2005, by and
between FIDELITY NATIONAL TITLE GROUP, INC., a Delaware corporation
("Sublandlord"), and FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation
("Subtenant"), with regard to the following recitals:

                              R E C I T A L S :

      A. Pursuant to that certain Assignment and Assumption Agreement dated as
of August 1st, 2005, Sublandlord assumed the rights and obligations of
Subtenant, as tenant, under that certain Lease Agreement dated as of January 1,
2005 (the "Initial Lease") with Fidelity Information Services, Inc., an Arkansas
corporation ("Master Landlord"), for 121,076 rentable square feet of office
space located on the ground floor, 4th, 10th, 11th, and 12th floors of the
13-story office building located at 601 Riverside Avenue, Jacksonville, Florida,
and 281 rentable square feet of space in the building designated as Building 2
located at 601 Riverside Avenue, Jacksonville, Florida (the "Premises"). The
assumed and assigned obligations under the Initial Lease have been novated
pursuant to a Lease Agreement of even date herewith (the "Master Lease") between
the Master Landlord and Sublandlord, a copy of which is attached hereto as
Exhibit A and incorporated herein by this reference.

      B. Subtenant desires to sublease from Sublandlord a portion of the
Premises consisting of approximately ________ rentable square feet of space
located on floors _______ (which portion shall be hereafter referred to as the
"Subleased Premises" and depicted on Exhibit B attached hereto, and incorporated
herein by this reference).

      C.    Sublandlord has agreed to sublease the Subleased Premises to
Subtenant upon the terms, covenants and conditions herein set forth.

                             A G R E E M E N T :

      In consideration of the mutual covenants contained herein, the sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:

      1. Sublease. The foregoing recitals are incorporated herein by this
reference. Sublandlord hereby subleases and demises to Subtenant and Subtenant
hereby hires and takes from Sublandlord the Subleased Premises, subject to the
terms, covenants and conditions contained in this Sublease.

      2. Term. The term of the Sublease ("Sublease Term") shall commence on the
date hereof (the "Commencement Date") and shall end on the date of the
expiration of the initial term of the Master Lease, namely December 31, 2007,
unless sooner terminated as otherwise provided herein.

      3. Base Rent. Upon execution of this Sublease, and effective on the
Commencement Date, Subtenant shall pay monthly Base Rent for the Subleased
Premises of $________ , which is the same base rental rate of $23.05 per
rentable square foot as set forth in the Master Lease.

      4. Additional Rent. Subtenant acknowledges and understands that pursuant
to the terms of the Master Lease, Sublandlord is obligated to pay as tenant
thereunder certain other costs and expenses which are considered Additional
Rent. Subtenant agrees that in addition to the Base Rent due as set forth above,
Subtenant shall also pay to Sublandlord, as Additional Rent, Subtenant's Share
(as defined below and without any mark-up or additional cost imposed by
Sublandlord) of the additional costs and expenses payable by the Sublandlord
pursuant to the terms of the Master Lease, as well as all other expenses
attributable to Subtenant and/or the Subleased Premises. Subtenant's Share is
_____ %, which has been determined by dividing the rentable square feet of the
Subleased Premises by the rentable square feet of the Premises.

      5. Security Deposit. Subtenant shall not be required to provide a security
deposit.

      6. Use. Subtenant covenants and agrees to use the Subleased Premises in
accordance with the provisions of the Master Lease and for no other purpose
except in accordance with the terms and conditions of the Master Lease and this
Sublease.

      7. Parking. Throughout the Sublease Term, Sublandlord shall provide
Subtenant with parking allocated to Sublandlord as tenant under the Master Lease
at the prevailing rates.

      8. Installation of a Satellite Dish. Subject to Master Landlord's consent
and compliance with the terms of the Master Lease, Subtenant shall be permitted
to install a satellite dish for Subtenant's use only, on the roof of the
Building.

      9. Additional Tenant Improvements to Subleased Premises. Throughout the
Sublease Term, Subtenant shall have the right at its sole expense, to construct
additional tenant improvements ("Additional Tenant Improvements") in the
Subleased Premises. All such Additional Tenant Improvements (including timing,
design, finish, grade, etc.,) shall be subject to Master Landlord and
Sublandlord's prior written approval, which approval shall not be unreasonably
withheld.

      10. Master Lease. As applied to this Sublease, the words "Landlord" and
"Tenant" as used in the Master Lease shall be deemed to refer to Sublandlord and
Subtenant hereunder, respectively. Subtenant and this Sublease shall be subject
in all respects to the terms of, and the rights of the Landlord under, the
Master Lease. Except as otherwise expressly provided herein, and without
limitation, all of the sections of the Master Lease insofar as they relate to
the Subleased Premises and insofar as they are not inconsistent with the terms
of this Sublease are made a part of and incorporated into this Sublease as if
recited herein in full, and the rights and obligations of the Landlord and the
Tenant under such sections of the Master Lease shall be deemed the rights and
obligations of Sublandlord and Subtenant respectively hereunder and shall be
binding upon and inure to the benefit of Sublandlord and Subtenant respectively.
Subtenant further covenants and warrants that in addition to the specific
sections of the Master Lease referenced above (1) it fully understands and
agrees to be subject to, and bound by all other covenants, agreements, terms,
provisions, and conditions of the Master Lease to the extent they apply to the
Subleased Premises; and (2) that Subtenant shall fully perform all of
Sublandlord's obligations under the Master Lease to the extent they apply to the
Subleased Premises. Furthermore, Subtenant and Sublandlord further covenant not
to take any action or do or perform any act or fail to perform any act which
would result in the failure or breach of any of the


                                       2

covenants, agreements, terms, provisions or conditions of the Master Lease on
the part of the Tenant thereunder. As between the parties hereto only, in the
event of a conflict between the terms of the Master Lease and the terms of this
Sublease, the terms of this Sublease shall control.

      11. Master Landlord's Performance Under Master Lease. Subtenant recognizes
that Sublandlord is not in a position to render any of the services or to
perform any of the obligations required of the Master Landlord by the terms of
the Master Lease. Therefore, notwithstanding anything to the contrary contained
in this Sublease, Subtenant agrees that performance by Sublandlord of its
obligations hereunder are conditional upon due performance by Master Landlord of
its corresponding obligations under the Master Lease, Sublandlord shall have no
obligation to perform Master Landlord's obligations under the Master Lease, and
Sublandlord shall not be liable to Subtenant for any default of Master Landlord
under the Master Lease. Subtenant shall not have any claim against Sublandlord
by reason of the Master Landlord's failure or refusal to comply with any of the
provisions of the Master Lease unless such failure or refusal is a result of
Sublandlord's breach of the Master Lease. The Sublease shall remain in full
force and effect notwithstanding Master Landlord's failure or refusal to comply
with any such provisions of the Master Lease and Subtenant shall pay the Base
Rent and Additional Rent and all other charges provided for herein without any
abatement, deduction or setoff whatsoever.

            11.1 Whenever the consent of Master Landlord shall be required by,
or Master Landlord shall fail to perform its obligations under the Master Lease,
Sublandlord agrees to use commercially reasonable efforts to obtain, at
Subtenant's sole cost and expense, such consent and/or performance on behalf of
Subtenant.

            11.2 To its actual knowledge, Sublandlord represents and warrants to
Subtenant that the Master Lease is in full force and effect, and Sublandlord has
neither given nor received a notice of default pursuant to the Master Lease.

            11.3 Sublandlord agrees not to terminate the Master Lease
voluntarily, or modify the Master Lease in a manner that materially and
adversely affects Subtenant's rights under this Sublease. Sublandlord further
agrees to take all reasonable measures to cause the Master Lease to remain in
full force and effect with respect to the Subleased Premises so as to provide
Subtenant with the quiet and peaceable enjoyment of the Subleased Premises.
Sublandlord further agrees to indemnify Subtenant from and against loss or
damage suffered by Subtenant as result of Sublandlord's failure to perform the
obligations of this Section. Subtenant shall refrain from any act or omission
that would result in the failure or breach of any of the covenants, provisions
or conditions of the Master Lease on the part of the Tenant under the Master
Lease.

            11.4 In the event of a default by the Master Landlord under the
Master Lease during the term of the Sublease which materially and adversely
affects Subtenant's rights under the Sublease, Sublandlord shall elect to
either: (1) pursue its claims against Master Landlord, if any, in a timely and
reasonable manner; or (2) assign its claims against Master Landlord, if any, to
Subtenant, who may then pursue such claims at its sole expense. In either event,
the party pursuing such claims shall consult with and keep the other fully
informed during the prosecution of the claims.


                                       3

      12. Variations from Master Lease. The following covenants, agreements,
terms, provisions and conditions of the Master Lease are hereby modified or not
incorporated herein:

            12.1 The amount of Base Rent and Additional Rent payable under this
Sublease shall be as set forth herein.

            12.2 Any options of Sublandlord as tenant under the Master Lease to
extend the term set forth therein shall not be extended to Subtenant under this
Sublease.

            12.3 The parties hereto represent and warrant to each other that
neither party dealt with any broker or finder in connection with the
consummation of this Sublease and each party agrees to protect, defend,
indemnify, hold and save the other party harmless from and against any and all
claims or liabilities for brokerage commissions or finder's fees arising out of
either of their acts in connection with this Sublease to anyone other than the
Brokers. The provisions of this Section shall survive the expiration or earlier
termination of this Sublease.

            12.4 Notwithstanding anything contained in the Master Lease to the
contrary, as between Sublandlord and Subtenant only, all insurance proceeds or
condemnation awards received by Sublandlord under the Master Lease or otherwise,
shall be deemed to be the property of Sublandlord, and Sublandlord shall have no
obligation to rebuild or restore the Subleased Premises.

            12.5 All written notices, requests, demands and other communications
provided for hereunder shall be in writing; shall be delivered or communicated
personally or by first class letter, overnight delivery service or facsimile
transmission confirmed (provided a successful transmission report has been
received by the sender); and shall be mailed or delivered to the applicable
party at the address indicated below next to their name or at such other address
as shall be designated by such party in a written notice delivered in accordance
with this Section. All notices mailed shall be deemed received as of (i) receipt
or refusal in the event of delivery, or (ii) within two (2) business days after
deposit into the U. S. mail.

            If to Master Landlord:  Fidelity Information Services, Inc.
                                    601 Riverside Avenue
                                    Jacksonville, Florida 32204
                                    Attn: Fred Parvey, Vice President
                                    Telephone:  904-854-8100

            If to Sublandlord:      Fidelity National Title Group, Inc.
                                    601 Riverside Avenue
                                    Jacksonville, Florida 32204
                                    Attn: Ed Dewey, Vice President
                                    Telephone:  904-854-8100


                                       4

            If to Subtenant:  Fidelity National Financial, Inc.
                              c/o Orion Realty Group
                              601 Riverside Avenue,
                              Jacksonville, Florida 32204
                              Attn: Sam Kitamura, President
                              Phone: 904-854-8100

            12.6 Condition of Subleased Premises. Sublandlord shall deliver the
Premises in "as is" condition and in accordance with the applicable possession
dates as set forth in Section 3.

            12.7 Termination of Master Lease by Sublandlord. Throughout the term
of the Sublease, Sublandlord agrees not to exercise its rights under the Master
Lease, now existing or hereafter acquired, to terminate the Master Lease with
respect to any portion of the Subleased Premises.

      13. Indemnification by Subtenant. Subtenant hereby agrees to protect,
defend, indemnify and hold Sublandlord harmless from and against any and all
liabilities, claims, expenses, losses and damages, including, without
limitation, reasonable attorneys' fees, costs and disbursements, that may at any
time be asserted against Sublandlord by Master Landlord for failure of Subtenant
to perform any of the covenants, agreements, terms, provisions or conditions
contained in the Master Lease or Sublease that Subtenant is obligated to
perform, and as a result of Subtenant's and/or any persons use and/or occupancy
of the Subleased Premises, except to the extent any of the foregoing is caused
by the negligence or willful misconduct of Sublandlord or the breach of the
Sublease by Sublandlord. The provisions of this Section shall survive the
expiration or earlier termination of the Master Lease and/or this Sublease.

      14. Indemnification by Sublandlord. Sublandlord hereby agrees to protect,
defend, indemnify and hold Subtenant harmless from and against any and all
liabilities, claims, expenses, losses and damages, including, without
limitation, reasonable attorneys' fees, costs and disbursements, that may at any
time be asserted against Subtenant by Master Landlord for failure of Sublandlord
to perform any of the covenants, agreements, terms, provisions or conditions
contained in the Master Lease or Sublease that Sublandlord is obligated to
perform, and as a result of Sublandlord's and/or any persons use and/or
occupancy of the Subleased Premises, except to the extent any of the foregoing
is caused by the negligence or willful misconduct of Subtenant or the breach of
the Sublease by Subtenant. The provisions of this Section shall survive the
expiration or earlier termination of the Master Lease and/or this Sublease.

      15. Cancellation of Master Lease. In the event of the cancellation or
termination of the Master Lease for any reason whatsoever or due to the
involuntary surrender of the Master Lease by operation of law prior to the
expiration date of this Sublease, Subtenant agrees, at the sole option of Master
Landlord, to make full and complete attornment to Master Landlord under the
Master Lease for the balance of the Sublease Term upon the then executory terms
of this Sublease, provided Master Landlord agrees in writing not to disturb the
possession of the Subleased Premises by Subtenant or the rights of Subtenant
under this Sublease so long as Subtenant is not in material default (subject to
applicable notice and cure rights in favor of Subtenant) in the performance of
its obligations thereunder. Such attornment shall be evidenced


                                       5

by an agreement in form and substance reasonably satisfactory to Master
Landlord. Subtenant agrees to execute and deliver such an agreement at any time
within ten (10) business days after request by Master Landlord. Subtenant waives
the provisions of any law now or hereafter in effect that may provide Subtenant
any right to terminate this Sublease or to surrender possession of the Subleased
Premises in the event any proceeding is brought by Master Landlord under the
Master Lease to terminate the Master Lease. Notwithstanding anything to the
contrary contained herein, if the Master Lease is cancelled through no fault of
Subtenant and Subtenant is not then in default under the terms of this Sublease,
Master Landlord shall provide Subtenant a minimum ninety (90) days notice before
requiring Subtenant to surrender the Subleased Premises ("Permissive Holdover
Period"). During the Permissive Holdover Period (which may be more or less than
ninety (90) days as determined by mutual agreement of Subtenant and Landlord),
Subtenant shall pay rent for the Subleased Premises in accordance with either
the amount set forth in the Sublease or the amount set forth in the Master Lease
(i.e., the amount which Sublandlord is responsible for), whichever is greater,
and perform all obligations required under the Sublease directly to Master
Landlord.

      16. Subordination and Non-Disturbance. This Sublease shall be subordinate
and subject to all mortgages, deeds of trust on the Premises, whether recorded
before or after this Sublease. To the best of Sublandlord's knowledge, the
Premises are not currently encumbered by a mortgage lien. In the event that the
Premises are hereafter encumbered by a mortgage lien, and provided Subtenant is
not in default, and subject to the Master Lease and Master Landlord's consent to
this Sublease, Sublandlord shall obtain a customary non-disturbance agreement
from each mortgagee and or beneficiary, as the case may be prior to agreeing to
subordinate its interest in the Premises.

      17. Certificates. Each party to this Sublease shall, from time to time as
requested by the other party, on not less than fifteen (15) business days' prior
written notice, execute, acknowledge and deliver to the other party a statement
in writing ("Estoppel Certificate") certifying that this Sublease is unmodified
and in full force and effect (or if there have been modifications that this
Sublease is in full force and effect as modified and stating the modifications).
The Estoppel Certificate shall certify the dates to which Base Rent, Additional
Rent and any other charges have been paid. The Estoppel Certificate shall also
state whether, to the knowledge of the person signing the Estoppel Certificate,
the other party is in default beyond any applicable grace period provided in
this Sublease in the performance of any of its obligations under this Sublease.
If the other party is in default beyond any applicable grace period, the
Estoppel Certificate shall specify each default of which the signer then has
knowledge. It is intended that the Estoppel Certificate shall be reasonably
acceptable to the recipient and that it may be relied on by others with whom the
party requesting the Estoppel Certificate may be dealing. Unless requested by
the Master Landlord, neither party shall be required to deliver more than two
Estoppel Certificates in any calendar year.

      18. Assignment or Subleasing. All assignments or subleases shall require
the prior written consent of the Sublandlord and the Master Landlord, which
consent shall not be unreasonably withheld, unless the assignment of sublease is
a "Permitted Transfer" as set forth in the Master Lease.


                                       6

      19. Quiet Enjoyment. The Sublandlord covenants and agrees that Subtenant,
on paying the Base Rent, Additional Rent, charges, payments and all other
obligations herein required, and, on keeping, observing and performing all other
terms, covenants, conditions, provisions and agreements herein contained on the
part of Subtenant to be kept, observed and performed, shall, during the Sublease
Term, peaceably and quietly have, hold and enjoy the Subleased Premises subject
however to: (a) the terms and conditions of the Master Lease, (b) the terms and
conditions of the Master Landlord's Consent; (c) all other terms and conditions
of the Sublease; and (d) all mortgages, deeds of trust, liens, ground leases,
agreements, and/or all other encumbrances to which this Sublease is now
currently, or subsequently becomes subordinate to.

      20. Severability. If any term or provision of this Sublease or the
application thereof to any person or circumstances shall, to any extent, be
invalid and unenforceable, the remainder of this Sublease or the application of
such term or provision to persons or circumstances other than those as to which
it is held invalid or unenforceable, shall not be affected thereby and each term
or provision of this Sublease shall be valid and be enforced to the fullest
extent permitted by law.

      21. Entire Agreement; Waiver. This Sublease constitutes the final,
complete and exclusive statement between the parties to this Sublease pertaining
to the Subleased Premises, supersedes all prior and contemporaneous
understandings or agreements of the parties, and is binding on and inures to the
benefit of their respective heirs, representatives, successors, and assigns. No
party has been induced to enter into this Sublease by, nor is any party relying
on, any representation or warranty outside those expressly set forth in this
Sublease. Any agreement made after the date of this Sublease is ineffective to
modify, waive, release, terminate or effect an abandonment of this Sublease, in
whole or in part, unless that agreement is in writing, is signed by the parties
to this Sublease, and specifically states that such agreement modifies this
Sublease.

      22. Captions and Definitions. Captions to the Sections in this Sublease
are included for convenience only and are not intended and shall not be deemed
to modify or explain any of the terms of this Sublease.

      23. Further Assurances. The parties hereto agree that each of them, upon
the request of the other party, shall execute and deliver, in recordable form if
necessary, such further documents, instruments or agreements and shall take such
further action that may be reasonably necessary or appropriate to effectuate the
purposes of this Sublease.

      24. Governing Law. This Sublease was made in and is to be performed
entirely within the State of Florida and its interpretation, its construction
and the remedies for its enforcement or breach are to be applied pursuant to,
and in accordance with the laws of the State of Florida for contracts made and
to be performed therein.

      25. Authority. Each individual executing this Sublease represents that he
or she is duly authorized to execute and deliver this Sublease on behalf of the
party for which he or she is signing, and that this Sublease is binding upon the
party for which he or she is signing in accordance with its terms.


                                       7

      26. Attorneys' Fees. If any dispute, action, lawsuit or proceeding
relating to this Sublease, or any default thereunder, whether or not any action,
lawsuit or proceeding is commenced, the non-prevailing party shall reimburse the
prevailing party for its attorneys' fees and costs and all fees, costs and
expenses incurred in connection with such dispute, action, lawsuit or
proceeding, including, without limitation, any post-judgment fees, costs or
expenses incurred on any appeal, in collection of any judgment or in appearing
in any bankruptcy proceeding.

      27. Counterparts. This Sublease may be executed in facsimile and in any
number of counterparts, each of which shall be deemed to be an original and all
of which together shall be deemed to be one and the same instrument.

      IN WITNESS WHEREOF, the parties hereto have caused this Sublease to be
executed as of the day and year first above written.



                        SUBLANDLORD:

                        FIDELITY NATIONAL TITLE GROUP, INC.
                        a Delaware corporation

                        By
                          ----------------------------
                           Raymond R. Quirk
                           Chief Executive Officer



                        SUBTENANT:

                        FIDELITY NATIONAL FINANCIAL, INC.
                        a Delaware corporation

                        By
                          ----------------------------
                           Name:
                           Title:


                                       8

                                                                    EXHIBIT 10.9

                  ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT

            This ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT (this
"Agreement"), dated as of _______________, 2005 by and between FIDELITY NATIONAL
FINANCIAL, INC., a Delaware corporation ("FNF"), and FIDELITY NATIONAL TITLE
GROUP, INC., a Delaware corporation ("FNT").

            WHEREAS, in connection with its business operations, FNF has
heretofore entered into (i) that certain CORPORATE SERVICES AGREEMENT dated as
of March 4, 2005 (the "CSA") with Fidelity National Information Services, Inc.,
a Delaware corporation ("FIS"), (ii) that certain REVERSE CORPORATE SERVICES
AGREEMENT dated as of March 4, 2005 (the "RCSA") with FIS, (iii) that certain
MASTER SERVICES AGREEMENT dated as of January 1, 2005 (the "MSA") with Fidelity
Information Services, Inc., an Arkansas corporation and a wholly-owned
subsidiary of FIS, (iv) that certain BACK PLANT REPOSITORY ACCESS AGREEMENT
dated March 4, 2005 (the "BPA") with FIS, (v) that certain FNF STARTERS
REPOSITORY ACCESS AGREEMENT dated March 4, 2005 (the "SRA") with FIS, (vi) that
certain LICENSE AND SERVICES AGREEMENT dated as of March 4, 2005 (the "LSA")
with FIS, (vii) that certain LEASE AGREEMENT dated as of January 1, 2005 (the
"Lease") with Fidelity Information Services, Inc., an Arkansas corporation and a
wholly-owned subsidiary of FIS, and (viii) that certain SOFTPRO SOFTWARE LICENSE
AGREEMENT dated as of March 4, 2005 (the "SoftPro License"; and together with
the CSA, the RCSA, the MSA, the BPA, the SRA, the LSA and the Lease,
collectively, the "Assigned Agreements") between FNIS SoftPro, a division of
Fidelity National Information Solutions, Inc., a wholly-owned subsidiary of FIS;
and

            WHEREAS, in connection with a strategic restructuring plan, FNF has
formed FNT to serve as the holding company for FNF's title insurance operations
and related businesses; and

            WHEREAS, as part of the strategic restructuring plan, subject to and
upon the terms set forth herein, FNF now desires to transfer, assign and convey
to FNT, and FNT desires to accept and assume from FNF, all of FNF's right, title
and interest in and to each of the Assigned Agreements, including the assumption
of all of FNF's obligations and liabilities in connection with each of the
Assigned Agreements;

            NOW, THEREFORE, in consideration of the foregoing and the covenants
and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties
hereto, intending to be legally bound hereby, agree as follows:

            1. Transfer and Assignment. Effective as of the date hereof, and on
the terms and subject to the conditions set forth herein, FNF does hereby
transfer, assign and convey to FNT all of FNF's right, title and interest in and
to each of the Assigned Agreements.

            2. Acceptance and Assumption. Effective as of the date hereof, and
on the terms



and subject to the conditions set forth herein, FNT does hereby accept and
assume all of FNF's right, title and interest in and to each of the Assigned
Agreements and all of FNF's responsibilities, obligations and liabilities in
connection with each of the Assigned Agreements.

            3. Novation of Assigned Agreements. Upon the effectiveness of this
Agreement, FNT will also enter into a novation of each of the Assigned
Agreements, whereby FNT will contractually undertake to perform all of the
rights and obligations under each of the Assigned Agreements, and the rights and
obligations of FNF under each of the Assigned Agreements will thereby be deemed
to have been fully extinguished. Notwithstanding the foregoing, FNF acknowledges
that it is obligated to comply with certain post-termination obligations as
expressly set forth in the Assigned Agreements, such as those relating to
maintaining confidentiality, and FNF hereby agrees to abide by all such
applicable provisions.

            4. Instruments of Transfer and Notice to Parties. Each of FNF and
FNT agrees that it shall (a) file with the relevant governmental or other
entities such assignment documents as may be necessary to reflect in the books
and records of such governmental or other entities this assignment and
assumption of each of the Assigned Agreements and (b) provide written notice of
such assignment, acceptance and assumption (and, to the extent required by
applicable law and/or the terms of any Assigned Agreement, take all actions
necessary to obtain any necessary consents and/or provide any other notices or
documentation reflecting such assignment, acceptance and assumption) to all
parties to each of the Assigned Agreements.

            5. Representations of the Parties. Each of FNT and FNF represents
and warrants to the other that (i) it is duly organized, validly existing and in
good standing under the laws of its state of incorporation, (ii) it has all
requisite corporate power and authority to enter into, execute and deliver this
Agreement and to carry out its obligations hereunder and to consummate the
transactions contemplated hereby, and (iii) this Agreement constitutes its
legal, valid and binding obligation, enforceable against it in accordance with
its terms. Further, FNF represents and warrants that, as of the date hereof, it
has fully performed all of its obligations that are due and owing under each of
the Assigned Agreements and, to the extent that any services or products have
been received, but not paid in full, by FNF under any of the Assigned Agreements
as of the date hereof, FNF shall remain obligated to make such payments in a
timely manner in accordance with the terms of the applicable Assigned
Agreement(s).

            6. Further Assurances. From time to time at or after the effective
date of this Agreement, each of the parties to this Agreement shall cooperate
and use its reasonable efforts to take, or cause to be taken, all actions, and
to do, or cause to be done, all things necessary, proper or advisable under
applicable laws (and/or under the terms of the Assigned Agreements) to
consummate and make effective the transactions contemplated hereby.

            7. Successors and Assigns. This Agreement will be binding upon,
inure to the benefit of and be enforceable by the parties and their respective
successors and assigns.

            8. Governing Law; Jurisdiction. This Agreement shall be governed by,
enforced under and construed in accordance with the laws of the State of New
York.

                                        2


            9. Amendments. This Agreement may be changed, modified or terminated
only by an instrument in writing signed by each of the parties hereto.

                                        3


            10. Counterparts. This Agreement may be executed in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute one and the same
instrument.

            IN WITNESS WHEREOF, each of the parties has caused this Agreement to
be signed by their respective officers thereunto duly authorized as of the date
first written above.

                           FIDELITY NATIONAL FINANCIAL, INC.

                           By
                              ____________________________________
                               Name:
                               Title:

                           FIDELITY NATIONAL TITLE GROUP, INC.

                           By
                              ____________________________________
                               Raymond R. Quirk
                               Chief Executive Officer

                                        4


                                     CONSENT
                                       BY

                  FIDELITY NATIONAL INFORMATION SERVICES, INC.
                                       AND
                       FIDELITY INFORMATION SERVICES, INC.

                                     TO THE
                  ASSIGNMENT, ASSUMPTION AND NOVATION AGREEMENT

The undersigned does hereby consent to:

(a)   the assignment by FIDELITY NATIONAL FINANCIAL, INC. ("FNF") to FIDELITY
      NATIONAL TITLE GROUP, INC. ("FNT") of all of FNF's right, title, and
      interest in and to (i) the Corporate Services Agreement dated as of March
      4, 2005 (the "CSA") between FNF and Fidelity National Information
      Services, Inc., a Delaware corporation ("FIS"), (ii) the Reverse Corporate
      Services Agreement dated as of March 4, 2005 (the "RCSA") between FNF and
      FIS, (iii) the Master Services Agreement dated as of January 1, 2005 (the
      "MSA") between FNF and Fidelity Information Services, Inc., an Arkansas
      corporation and a wholly-owned subsidiary of FIS, (iv) the Back Plant
      Repository Access Agreement dated March 4, 2005 (the "BPA") between FNF
      and FIS, (v) the FNF Starters Repository Access Agreement dated March 4,
      2005 (the "SRA ") between FNF and FIS, (vi) the License and Services
      Agreement dated as of March 4, 2005 (the "LSA") with FIS, (vii) the Lease
      Agreement dated as of January 1, 2005 (the "Lease") between FNF and
      Fidelity Information Services, Inc., an Arkansas corporation and a
      wholly-owned subsidiary of FIS, and (viii) the SoftPro Software License
      Agreement dated as of March 4, 2005 (the "SoftPro License"; and together
      with the CSA, the RCSA, the MSA, the BPA, the SRA, the LSA, and the Lease,
      collectively, the "Assigned Agreements") between FNF and FNIS SoftPro, a
      division of Fidelity National Information Solutions, Inc., a wholly-owned
      subsidiary of FIS;

(b)   the assumption by FNT of all of FNF's responsibilities, obligations and
      liabilities under each of the Assigned Agreements, and the extinguishment
      of all of FNF's responsibilities, obligations and liabilities thereunder;
      and

(c)   a novation of each of the Assigned Agreements, pursuant to agreements to
      be entered into between FNT and each of the undersigned, as applicable.

                                        5


Effective as of the date hereof, the undersigned hereby agrees (i) to look
solely to FNT for the fulfillment of all obligations under, and the satisfaction
of all liabilities arising out of, any and all of the Assigned Agreements, and
(ii) to execute the novation of each of the Assigned Agreements. The undersigned
acknowledges that pursuant to the novations, FNT shall be the contracting party
for all obligations arising under the Assigned Agreements and shall be entitled
to all benefits thereof, including the receipt of any payments that may become
due thereunder.

                           FIDELITY NATIONAL INFORMATION SERVICES, INC.,
                           a Delaware corporation

                           By
                              ____________________________________
                               Michael L. Gravelle
                               Senior Vice President

                           FIDELITY INFORMATION SERVICES, INC.,
                           an Arkansas corporation

                           By
                              ____________________________________
                               Michael L. Gravelle
                               Senior Vice President

                           FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.,
                           a Delaware corporation

                           By
                              ____________________________________
                               Michael L. Gravelle
                               Senior Vice President

                                        6

                                                                   EXHIBIT 10.10

                                                                        NOVATION

                          CORPORATE SERVICES AGREEMENT

      This Corporate Services Agreement (this "Agreement") is effective as of
___________________, 2005 (the "Effective Date"), by and between FIDELITY
NATIONAL TITLE GROUP, INC., a Delaware corporation ("FNT" or "PROVIDING PARTY"),
and FIDELITY NATIONAL INFORMATION SERVICES, INC., a Delaware corporation ("FIS"
or "RECEIVING PARTY"). FNT and FIS shall be referred to together in this
Agreement as the "Parties" and individually as a "Party."

      WHEREAS, FIS previously entered into a certain Stock Purchase Agreement,
dated as of December 23, 2004 (the "Stock Purchase Agreement"), with Fidelity
National Financial, Inc., a Delaware corporation ("FNF"), pursuant to which
certain purchasers (the "Purchasers") purchased from FIS 50,000,000 shares of
FIS' common stock, subject to the terms and conditions of the Stock Purchase
Agreement; and

      WHEREAS, a condition to the closing of the transactions contemplated by
the Stock Purchase Agreement required that FIS and FNF enter into certain
Intercompany Agreements (as defined in the Stock Purchase Agreement), and that
the form and substance of such Intercompany Agreements be satisfactory to the
Parties and the representatives of the Purchasers; and

      WHEREAS, pursuant to the requirements in the Stock Purchase Agreement, FIS
previously entered into a Corporate Services Agreement dated as of March 4, 2005
(the "FNF Agreement") with FNF, as the parent company of FNT and its
subsidiaries, for the provision of certain corporate services, as more fully
described herein; and

      WHEREAS, pursuant to an Assignment and Assumption Agreement of even date
herewith between FNF and FNT, FNT has assumed, with the consent of FIS, all of
FNF's rights and obligations under the FNF Agreement; and

      WHEREAS, FIS and FNT wish to enter into a novation of the rights and
obligations under the FNF Agreement, as assumed by and assigned to FNT, so that
FNT is the clear party in interest with respect to the corporate services to be
provided to FIS, as more particularly described herein;

      NOW THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:

                                   ARTICLE I
                               CORPORATE SERVICES

      1.1 Corporate Services. This Agreement sets forth the terms and conditions
for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate
services and products, as more fully described below and in Schedule 1.1(a)
attached hereto (the Scheduled

                                       1


Services, the Omitted Services, the Resumed Services and Special Projects (as
defined below), collectively, the "Corporate Services").

            (a) PROVIDING PARTY, through its Subsidiaries and Affiliates (each
as defined below), and their respective employees, agents or contractors, shall
provide or cause to be provided to RECEIVING PARTY and its Subsidiaries all
services set forth on Schedule 1.1(a) (the "Scheduled Services") on and after
the Effective Date (with such services to be provided to the RECEIVING PARTY's
Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the
exception in clause (ii) of Section 1.2(a)). RECEIVING PARTY shall pay fees to
PROVIDING PARTY for providing the Scheduled Services or causing the Scheduled
Services to be provided as set forth in Schedule 1.1(a). For purposes of this
Agreement, "Subsidiary" means, with respect to either Party, any corporation,
partnership, company or other entity of which such Party controls or owns,
directly or indirectly, more than fifty percent (50%) of the stock or other
equity interest entitled to vote on the election of the members to the board of
directors or similar governing body; and "Affiliate" means, with respect to
either Party, any corporation, partnership, company, or other entity that
directly, or indirectly through one or more intermediaries, controls, is
controlled by, or is under common control with, such specified Party, except
that (i) in the case of RECEIVING PARTY, "Affiliate" shall not include FNF and
any Subsidiary of FNF that is not a Subsidiary (directly or indirectly) of FIS,
and (ii) in the case of PROVIDING PARTY, "Affiliate" shall include FNF and its
Subsidiaries, excluding FIS and its Subsidiaries. As used herein, "control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of such entity, whether through
ownership of voting securities or other interests, by contract or otherwise.

            (b) PROVIDING PARTY, through its Subsidiaries and Affiliates, and
their respective employees, agents or contractors, shall provide or cause to be
provided to RECEIVING PARTY and its Subsidiaries all services that PROVIDING
PARTY was performing for RECEIVING PARTY and its Subsidiaries as of the
Effective Date that pertain to and are a part of Scheduled Services under
Section 1.1(a) (with such services to be provided to the RECEIVING PARTY's
Subsidiaries as they become Subsidiaries of RECEIVING PARTY, subject to the
exception in clause (ii) of Section 1.2(a)), which are not expressly included in
the list of Scheduled Services in Schedule 1.1(a), but are required to conduct
the business of RECEIVING PARTY and its Subsidiaries (the "Omitted Services"),
unless RECEIVING PARTY consents in writing to the termination of such services.
Such Omitted Services shall be added to Schedule 1.1(a) and thereby become
Scheduled Services, as soon as reasonably practicable after the Effective Date
by the Parties. In the event that RECEIVING PARTY or its Subsidiaries had been
allocated

                                       2


charges or otherwise paid PROVIDING PARTY or its Subsidiaries for such Omitted
Services immediately prior to the Effective Date, RECEIVING PARTY shall pay to
PROVIDING PARTY for providing the Omitted Services or causing the Omitted
Services to be provided hereunder fees equal to the actual fees paid for such
Omitted Services immediately preceding the Effective Date; provided, that
payment of such fees by the RECEIVING PARTY for the Omitted Services provided
hereunder shall be retroactive to the first day of the calendar quarter in which
either Party identifies such services as Omitted Services, but in no event shall
RECEIVING PARTY be required to pay for any Omitted Services provided hereunder
by the PROVIDING PARTY or its Subsidiaries or Affiliates prior to the Effective
Date. In the event that RECEIVING PARTY or its Subsidiaries had not been
allocated charges or otherwise paid PROVIDING PARTY or its Subsidiaries or
Affiliates for such Omitted Services immediately prior to the Effective Date,
the Parties shall negotiate in good faith a fee to be based on the cost of
providing such Omitted Services, which shall in no event be less than the
Default Fee (as defined below); provided, that payment of such fees by the
RECEIVING PARTY for the Omitted Services provided hereunder by the RECEIVING
PARTY shall be retroactive to the first day of the calendar quarter in which
either the Party identifies such services as Omitted Services, but in no event
shall RECEIVING PARTY be required to pay for any such Omitted Services provided
hereunder by the PROVIDING PARTY or its Subsidiaries or Affiliates prior to the
Effective Date. The "Default Fee" means an amount equal to one hundred fifty
percent (150%) of the salary of each full-time employee, on an hourly basis, who
provides the applicable Corporate Service or Transition Assistance (as defined
in Section 2.3).

            (c) At RECEIVING PARTY's written request, PROVIDING PARTY, through
its Subsidiaries and Affiliates, and their respective employees, agents or
contractors, shall use commercially reasonable efforts to provide or cause to be
provided to RECEIVING PARTY and its Subsidiaries any Scheduled Service that has
been terminated at RECEIVING PARTY's request pursuant to Section 2.2 (the
"Resumed Services"); provided, that PROVIDING PARTY shall have no obligation to
provide a Resumed Service if providing such Resumed Service will have a material
adverse impact on the other Corporate Services. Schedule 1.1(a) shall from time
to time be amended to reflect the resumption of a Resumed Service and the
Resumed Service shall be set forth thereon as a Scheduled Service.

            (d) At RECEIVING PARTY's written request, PROVIDING PARTY, through
its Subsidiaries and Affiliates, and their respective employees, agents or
contractors, shall use commercially reasonable efforts to provide additional
corporate services that are not described in the Schedule 1.1(a) and that are
neither Omitted Services nor Resumed Services ("Special Projects"). RECEIVING
PARTY shall submit a written request to PROVIDING PARTY specifying the nature of
the Special Project and requesting an estimate of the costs applicable for such
Special Project and the expected time frame for completion. PROVIDING PARTY
shall respond promptly to such written request, but in no event later than
twenty (20) days, with a written estimate of the cost of providing such Special
Project and the expected time frame for completion (the "Cost Estimate"). If
RECEIVING PARTY provides written approval of the Cost Estimate within ten (10)
days after PROVIDING PARTY delivers the Cost Estimate, then within a
commercially reasonable time after receipt of RECEIVING PARTY's written request,
PROVIDING PARTY shall begin providing the Special Project; provided, that
PROVIDING PARTY shall have no obligation to provide a Special Project where, in
its reasonable discretion and prior to providing the Cost Estimate, it has
determined and notified RECEIVING PARTY in writing that (i) it would not be
feasible to provide such Special Project, given reasonable priority to other
demands on its resources and capacity both under this Agreement or otherwise or
(ii) it lacks the experience or qualifications to provide such Special Project.

      1.2 Provision of Corporate Services; Excused Performance.

            (a) To the extent commercially reasonable, the Parties will work
together and begin the process of migrating the Corporate Services from
PROVIDING PARTY to

                                       3


RECEIVING PARTY, one or more of its Subsidiaries or Affiliates or a third party
(at RECEIVING PARTY's direction) such that the completion of the migration of
the Corporate Services from PROVIDING PARTY to RECEIVING PARTY, one or more of
its Subsidiaries or Affiliates or a third party, as the case may be, shall occur
prior to the end of the Term. PROVIDING PARTY shall provide or cause to be
provided each of the Corporate Services through the expiration of the Term,
except (i) as automatically modified by earlier termination of a Corporate
Service by RECEIVING PARTY in accordance with this Agreement, (ii) for Corporate
Services to or for the benefit of any entity which ceases to be a Subsidiary of
RECEIVING PARTY prior to the end of the Term, or (iii) as otherwise agreed to by
the Parties in writing.

            (b) All obligations of PROVIDING PARTY with respect to any one or
more individual Corporate Services or Transition Assistance under this Agreement
shall be excused to the extent and only for so long as a failure by PROVIDING
PARTY with respect thereto is directly attributable to and caused specifically
by a failure by RECEIVING PARTY or any of its Subsidiaries to meet their
obligations (including any performance) under any other Intercompany Agreement
(as defined in the Stock Purchase Agreement) or under the Master Information
Technology Services Agreement dated as of _____________, 2005 by and between
Fidelity Information Services, Inc. and FNT (as novated pursuant to the
Assignment and Assumption Agreement dated as of __________, 2005 between FNT and
FNF).

      1.3 Third Party Vendors; Consents.

            (a) PROVIDING PARTY shall use its commercially reasonable efforts to
keep and maintain in effect its relationships with its vendors that are integral
to the provision of the Corporate Services. PROVIDING PARTY shall use
commercially reasonable efforts to procure any waivers, permits, consents or
sublicenses required by third party licensors, vendors or service providers
under existing agreements with such third parties in order to provide any
Corporate Services hereunder ("Third Party Consents"). In the event that
PROVIDING PARTY is unable to procure such Third Party Consents on commercially
reasonable terms, PROVIDING PARTY agrees to so notify RECEIVING PARTY, and to
assist RECEIVING PARTY with the transition to another vendor. If, after the
Effective Date, any one or more vendors (i) terminates its contractual
relationship with PROVIDING PARTY or ceases to provide the products or services
associated with the Corporate Services or (ii) notifies PROVIDING PARTY of its
desire or plan to terminate its contractual relationship with PROVIDING PARTY or
(iii) ceases providing the products or services associated with the Corporate
Services, then, in either case, PROVIDING PARTY agrees to so notify RECEIVING
PARTY, and to assist RECEIVING PARTY with the transition to another vendor so
that RECEIVING PARTY may continue to receive similar products and services.

            (b) PROVIDING PARTY shall not be required to transfer or assign to
RECEIVING PARTY any third party software licenses or any hardware owned by
PROVIDING PARTY or its Subsidiaries or Affiliates in connection with the
provision of the Corporate Services or at the conclusion of the Term.

                                       4


      1.4 Dispute Resolution.

            (a) Amicable Resolution. PROVIDING PARTY and RECEIVING PARTY
mutually desire that friendly collaboration will continue between them.
Accordingly, they will try to resolve in an amicable manner all disagreements
and misunderstandings connected with their respective rights and obligations
under this Agreement, including any amendments hereto. In furtherance thereof,
in the event of any dispute or disagreement (a "Dispute") between PROVIDING
PARTY and RECEIVING PARTY in connection with this Agreement (including, without
limitation, the standards of performance, delay of performance or
non-performance of obligations, or payment or non-payment of fees hereunder),
then the Dispute, upon written request of either Party, will be referred for
resolution to the president (or similar position) of the division implicated by
the matter for each of PROVIDING PARTY and RECEIVING PARTY, which presidents
will have fifteen (15) days to resolve such Dispute. If the presidents of the
relevant divisions for each of PROVIDING PARTY and RECEIVING PARTY do not agree
to a resolution of such Dispute within fifteen (15) days after the reference of
the matter to them, such presidents of the relevant divisions will refer such
matter to the president of each of PROVIDING PARTY and RECEIVING PARTY for final
resolution. Notwithstanding anything to the contrary in this Section 1.4, any
amendment to the terms of this Agreement may only be effected in accordance with
Section 11.10.

            (b) Arbitration. In the event that the Dispute is not resolved in a
friendly manner as set forth in Section 1.4(a), either Party involved in the
Dispute may submit the dispute to binding arbitration pursuant to this Section
1.4(b). All Disputes submitted to arbitration pursuant to this Section 1.4(b)
shall be resolved in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, unless the Parties involved mutually agree to
utilize an alternate set of rules, in which event all references herein to the
American Arbitration Association shall be deemed modified accordingly. Expedited
rules shall apply regardless of the amount at issue. Arbitration proceedings
hereunder may be initiated by either Party making a written request to the
American Arbitration Association, together with any appropriate filing fee, at
the office of the American Arbitration Association in Orlando, Florida. All
arbitration proceedings shall be held in the city of Jacksonville, Florida in a
location to be specified by the arbitrators (or any place agreed to by the
Parties and the arbitrators). The arbitration shall be by a single qualified
arbitrator experienced in the matters at issue, such arbitrator to be mutually
agreed upon by PROVIDING PARTY and RECEIVING PARTY. If PROVIDING PARTY and
RECEIVING PARTY fail to agree on an arbitrator within thirty (30) days after
notice of commencement of arbitration, the American Arbitration Association
shall, upon the request of any Party to the Dispute, appoint the arbitrator. Any
order or determination of the arbitral tribunal shall be final and binding upon
the Parties to the arbitration as to matters submitted and may be enforced by
any Party to the Dispute in any court having jurisdiction over the subject
matter or over any of the Parties. All costs and expenses incurred in connection
with any such arbitration proceeding (including reasonable attorneys' fees)
shall be borne by the Party incurring such costs. The use of any alternative
dispute resolution procedures hereunder will not be construed under the
doctrines of laches, waiver or estoppel to affect adversely the rights of either
Party.

            (c) Non-Exclusive Remedy. Nothing in this Section 1.4 will prevent
either PROVIDING PARTY or RECEIVING PARTY from immediately seeking injunctive or
interim relief in the event (i) of any actual or threatened breach of any of the
provisions of Article VIII or (ii) that the Dispute relates to, or involves a
claim of, actual or threatened infringement of

                                       5


intellectual property. All such actions for injunctive or interim relief shall
be brought in a court of competent jurisdiction in accordance with Section 11.6.
Such remedy shall not be deemed to be the exclusive remedy for breach of this
Agreement, and further remedies may be pursued in accordance with Section 1.4(a)
and Section 1.4(b) above.

            (d) Commencement of Dispute Resolution Procedure. Notwithstanding
anything to the contrary in this Agreement, PROVIDING PARTY and RECEIVING PARTY,
but none of their respective Subsidiaries or Affiliates, are entitled to
commence a dispute resolution procedure under this Agreement, whether pursuant
to Article XI, this Section 1.4 or otherwise, and each Party will cause its
respective Affiliates not to commence any dispute resolution procedure other
than through such Party as provided in this Section 1.4(d).

            (e) Compensation. RECEIVING PARTY shall continue to make all
payments due and owing under Article III for Corporate Services not the subject
of a Dispute and shall not off-set such fees by the amount of fees for Corporate
Services that are the subject of the Dispute.

      1.5 Standard of Services.

            (a) PROVIDING PARTY shall perform the Corporate Services for
RECEIVING PARTY in a professional and competent manner, using standards of
performance consistent with its performance of such services for itself.

            (b) During the Term, PROVIDING PARTY shall maintain a disaster
recovery program for the Corporate Services substantially consistent with the
disaster recovery program in place for such Corporate Services as of the
Effective Date. For the avoidance of doubt, the disaster recovery program
maintained by PROVIDING PARTY will not include a business continuity program.

            (c) If RECEIVING PARTY provides PROVIDING PARTY with written notice
("Shortfall Notice") of the occurrence of any Significant Service Shortfall (as
defined below), as determined by RECEIVING PARTY in good faith, PROVIDING PARTY
shall rectify such Significant Service Shortfall as soon as reasonably possible.
For purposes of this Section 1.5(c), a "Significant Service Shortfall" shall be
deemed to have occurred if the timing or quality of performance of Corporate
Services provided by PROVIDING PARTY hereunder falls below the standard required
by Section 1.5(a) hereof; provided that PROVIDING PARTY's obligations under this
Agreement shall be relieved to the extent, and for the duration of, any force
majeure event as set forth in Article V.

      1.6 Response Time. PROVIDING PARTY shall respond to and resolve any
problems in connection with the Corporate Services for RECEIVING PARTY within a
commercially reasonable period of time, using response and proposed resolution
times consistent with its response and resolution of such problems for itself.

      1.7 Ownership of Materials; Results and Proceeds. All data and information
submitted to PROVIDING PARTY by RECEIVING PARTY, in connection with the
Corporate Services or the Transition Assistance (as defined in Section 2.3) (the
"RECEIVING PARTY Data"), and all results and proceeds of the Corporate Services
and the Transition Assistance with

                                       6


regard to the RECEIVING PARTY Data, is and will remain, as between the Parties,
the property of the RECEIVING PARTY. The PROVIDING PARTY shall not and shall not
permit its Subsidiaries or Affiliates to use the RECEIVING PARTY Data for any
purpose other than to provide the Corporate Services or Transition Assistance.

                                   ARTICLE II
                         TERM AND TRANSITION ASSISTANCE

      2.1 Term. The term (the "Term") of this Agreement shall commence as of the
date hereof and shall continue until the date on which the last of the Scheduled
Services under this Agreement is terminated or the date on which this Agreement
is terminated by mutual agreement of the Parties, whichever is earlier (in
either case, the "Termination Date"); provided, however, that in no event shall
the Term:

            (a) expire later than the date that is six (6) months after (i) any
Sale of FIS (as defined below) or any IPO (as defined below) or (ii) the
exercise by the Sponsor Group (as defined in the Stockholders Agreement
hereinafter defined) of exchange rights under Section 4.2 of the Stockholders
Agreement, or

            (b) continue, with respect to any entity that ceases to be a
Subsidiary of RECEIVING PARTY prior to the end of the Term, from and after the
date that such entity ceases to be a Subsidiary of RECEIVING PARTY.

For purposes of this Agreement, (i) the term "Sale of FIS" means an acquisition
by any Person (within the meaning of Section 3(a)(9) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act") and used in Sections 13(d)
and 14(d) thereof ("Person")) of Beneficial Ownership (within the meaning of
Rule 13d-3 under the Exchange Act ("Beneficial Ownership")) of 50% or more of
either the then outstanding shares of FIS common stock (the "Outstanding FIS
Common Stock") or the combined voting power of the then outstanding voting
securities of FIS entitled to vote generally in the election of directors (the
"Outstanding FIS Voting Securities"); excluding, however, the following: (A) any
acquisition directly from FIS, other than an acquisition by virtue of the
exercise of a conversion privilege unless the security being so converted was
itself acquired directly from FIS, (B) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by FIS or a member of the FIS
Group, or (C) any acquisition of Outstanding FIS Common Stock by one or more
Subsidiaries or Affiliates of PROVIDING PARTY; (ii) the term "IPO" means an
offering and sale to the public of any shares or equity securities of FIS or any
of its Subsidiaries pursuant to a registration statement in the United States;
and (iii) the term "Stockholders Agreement" means that certain Stockholders
Agreement to be dated on or about March 9, 2005 by and among RECEIVING PARTY and
the holders of its common stock.

      2.2 Termination.

            (a) If RECEIVING PARTY is not able to complete its transition of the
Corporate Services by the Termination Date, then upon written notice provided to
PROVIDING PARTY at least thirty (30) days prior to the Termination Date,
RECEIVING PARTY shall have the right to request and cause PROVIDING PARTY to
provide up to thirty (30) days of

                                       7


additional Corporate Services to RECEIVING PARTY; provided, that RECEIVING PARTY
shall pay for all such additional Corporate Services.

            (b) If RECEIVING PARTY wishes to terminate a Corporate Service (or a
portion thereof) on a date that is earlier than the Termination Date, RECEIVING
PARTY shall provide written notice (the "Termination Notice") to PROVIDING PARTY
of a proposed termination date for such Corporate Service (or portion thereof),
at least ninety (90) days prior to such proposed termination date. Upon receipt
of such notice, PROVIDING PARTY shall promptly provide notice to RECEIVING PARTY
(the "Termination Dispute Notice") in the event that the PROVIDING PARTY
believes in good faith that, notwithstanding the PROVIDING PARTY using its
commercially reasonable efforts, the requested termination will have a material
adverse impact on other Corporate Services and the scope of such adverse impact.
In such event, the Parties will resolve the dispute in accordance with Section
1.4. If PROVIDING PARTY does not provide the Termination Dispute Notice, based
on the standards set forth above, within ten (10) days of the date on which the
Termination Notice was received, then, effective on the termination date
proposed by RECEIVING PARTY in its Termination Notice, such Corporate Service
(or portion thereof) shall be discontinued (thereafter, a "Discontinued
Corporate Service") and deemed deleted from the Scheduled Services to be
provided hereunder and thereafter, this Agreement shall be of no further force
and effect with respect to the Discontinued Corporate Service (or portion
thereof), except as to obligations accrued prior to the date of discontinuation
of such Corporate Service (or portion thereof). Upon the occurrence of any
Discontinued Corporate Service, the Parties shall promptly update Schedule
1.1(a) to reflect the discontinuation, and the Corporate Service Fees and FIS
Costs Cap shall be adjusted in accordance therewith and the provisions of
Article III. Notwithstanding anything to the contrary contained herein, at any
time that employees of PROVIDING PARTY or its Subsidiaries or Affiliates move to
a department within RECEIVING PARTY or its Subsidiaries or Affiliates (an
"Employee Shift"), a proportional portion of the relevant Corporate Service
shall be deemed automatically terminated. If a Corporate Service, or portion
thereof, is terminated as a result of an Employee Shift, then such termination
shall take effect as of the date of the Employee Shift, and the adjustment in
Corporate Service Fees and FIS Costs Cap shall also take effect as of the date
of the Employee Shift.

            (c) If all Corporate Services shall have been terminated under this
Section 2.2 prior to the expiration of the Term, then either Party shall have
the right to terminate this Agreement by giving written notice to the other
Party, which termination shall be effective upon delivery as provided in Section
6.1.

      2.3 Transition Assistance. In preparation for the discontinuation of any
Corporate Service provided under this Agreement, PROVIDING PARTY shall,
consistent with its obligations to provide Corporate Services hereunder and with
the cooperation and assistance of RECEIVING PARTY, use commercially reasonable
efforts to provide such knowledge transfer services and to take such steps as
are reasonably required in order to facilitate a smooth and efficient transition
and/or migration of records to the RECEIVING PARTY or its Subsidiaries or
Affiliates (or at RECEIVING PARTY's direction, to a third party) and
responsibilities so as to minimize any disruption of services ("Transition
Assistance"). RECEIVING PARTY shall cooperate with PROVIDING PARTY to allow
PROVIDING PARTY to complete the Transition Assistance as early as is
commercially reasonable to do so. Fees for any Transition Assistance

                                       8

shall be determined in accordance with the calculation formula and methods
applicable to the Scheduled Services that are most similar in nature to the
Transition Assistance being so provided, as set forth on the applicable section
of Schedule 1.1(a).

      2.4 Return of Materials. As a Corporate Service or Transition Assistance
is terminated, each Party will return all materials and property owned by the
other Party, including, without limitation, all RECEIVING PARTY Data, if any,
and materials and property of a proprietary nature involving a Party or its
Subsidiaries or Affiliates relevant to the provision or receipt of that
Corporate Service or Transition Assistance and no longer needed regarding the
performance of other Corporate Services or other Transition Assistance under
this Agreement, and will do so (and will cause its Subsidiaries and Affiliates
to do so) within thirty (30) days after the applicable termination. Upon the end
of the Term, each Party will return all material and property of a proprietary
nature involving the other Party or its Subsidiaries, in its possession or
control (or the possession or control of an Affiliate as a result of the
Services provided hereunder) within thirty (30) days after the end of the Term.
In addition, upon RECEIVING PARTY's request, PROVIDING PARTY agrees to provide
to RECEIVING PARTY copies of RECEIVING PARTY's Data, files and records on
magnetic media, or such other media as the Parties shall agree upon, to the
extent practicable. PROVIDING PARTY may retain archival copies of RECEIVING
PARTY's Data, files and records.

                                   ARTICLE III
               COMPENSATION AND PAYMENT ARRANGEMENTS FOR CORPORATE
                          SERVICES AND CORPORATE MARKS

      3.1 Compensation for Corporate Services.

            (a) In accordance with the payment terms described in Section 3.2
below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation for
the Corporate Services provided hereunder, all fees as contemplated in Section
1.1 (the "Corporate Service Fees") and in Section 2.3 (the "Transition
Assistance Fees").

            (b) Without limiting the foregoing, the parties acknowledge that
RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for its
payment of, all Out of Pocket Costs (as defined below); provided, however, that
the incurrence of any liability by RECEIVING PARTY or any of its Subsidiaries
for any New Out of Pocket Cost (as defined below) that requires the payment by
RECEIVING PARTY or one of its Subsidiaries of more than $50,000, on an
annualized basis, shall require the prior written approval of a full-time
employee of RECEIVING PARTY or one of its Subsidiaries. For purposes hereof, the
term "Out of Pocket Costs" means all fees, costs or other expenses payable by
RECEIVING PARTY or its Subsidiaries to third parties that are not Affiliates of
PROVIDING PARTY in connection with Services provided hereunder, solely to the
extent that such fees, costs and other expenses have not historically been
included in FNF Administrative Overhead (as defined below) because such fees,
costs or other expenses have historically been billed directly to a
department/cost center or division of FIS or one of its Subsidiaries. For
purposes hereof, the term "New Out of Pocket Cost" means any Out of Pocket Cost
incurred after the Effective Date that is not a continuation of services
provided to FIS or one of its Subsidiaries in the ordinary course of

                                       9

business consistent with past practices and for which FIS had paid or reimbursed
a portion thereof prior to the Effective Date.

            (c) Test Period FIS Costs.

                  (i) Attached hereto as Schedule 3.1(e) is a statement (the
            "January Statement"), prepared by PROVIDING PARTY, of RECEIVING
            PARTY's allocated and direct costs (collectively, the "FIS Costs")
            that are part of PROVIDING PARTY's administrative corporate overhead
            ("FNF Administrative Overhead") (as opposed to being billed directly
            to a department/cost center or division of RECEIVING PARTY) for the
            one-month period ended January 31, 2005. All Corporate Service Fees
            and Total Allocated FAS 123 Charges for the month of January 31,
            2005 are listed under "Allocated" on Schedule 3.1(e) and total
            $3,073,805 (equivalent on an annualized basis to $36,885,660). All
            direct costs of FIS within FNF Administrative Overhead (referred to
            herein as "Direct Costs"), including direct FAS 123 Charges, for the
            month of January 31, 2005 are listed under "Direct" on Schedule
            3.1(e) and total $1,164,187 (equivalent on an annualized basis to
            $13,970,244). All Allocated FAS 123 Charges and Direct FAS 123
            Charges are referred to herein as "Total FAS 123 Charges."

                  (ii) After delivery of Q2 2005 financials, both parties will
            review the FNF Administrative Overhead charges to RECEIVING PARTY
            over the six-month period ending June 30, 2005 (the "Test Period").
            For purposes hereof, during the Test Period, all FIS Costs charges
            related to RECEIVING PARTY shall be classified in a manner
            consistent with the methodology of the January Statement; provided,
            however, that if the January Statement failed to reflect charges of
            a category that have historically been billed through FNF
            Administrative Overhead, then such charges shall be reflected in all
            statements of FNF Administrative Overhead going forward to the
            extent that such charges continue to be billed through FNF
            Administrative Overhead, including, but not limited to, any FAS 123
            charges related to grants of options or restricted stock by Fidelity
            National Financial, Inc. prior to 2005 (such as those charges
            related to the Fidelity National Information Solutions and Sanchez
            acquisitions). For purposes of this Agreement, the FIS Costs
            incurred during the Test Period shall be referred to as the "Test
            Period FIS Costs".

                  (iii) If the annualized Test Period FIS Costs are greater than
            $50,000,000, then the parties will use their reasonable best efforts
            to promptly agree on a reduction in administrative and overhead
            costs that would result in all FIS Costs being equal to or less than
            $50,000,000 on an annualized basis going forward. In addition,
            notwithstanding the foregoing or any other provision contained
            herein, in no event shall RECEIVING PARTY be responsible for any FIS
            Costs that, for any given fiscal year, exceed (A) in fiscal year
            2005, $50,000,000 and (B) in any fiscal year subsequent to 2005, the
            sum of (I) $50,000,000, plus (II) the product of (x) $50,000,000
            multiplied by (y) a percentage equal to one-half of the percentage
            by which RECEIVING PARTY's consolidated annual revenues (determined
            in accordance with GAAP consistently

                                       10


            applied), increased over the prior fiscal year, minus (III) the
            Adjustment Amount (as defined in Schedule 1.1(a)) for any
            Discontinued Corporate Services (such sum or amount as so calculated
            being, the "FIS Costs Cap"). Without limiting the foregoing, the
            Parties agree that in calculating the Test Period FIS Costs as well
            as the annual FIS Costs described in the preceding sentence, all
            SFAS 123 and SFAS 123(R) charges related to (1) options to purchase
            common stock of RECEIVING PARTY or (2) restricted common stock of
            RECEIVING PARTY (which are excluded from the Total FAS 123 Charges)
            shall be excluded from the calculation. The Parties agree to
            consider any extraordinary direct corporate litigation charges in
            analyzing the FIS Costs during the Test Period.

            (d) The parties acknowledge that in calculating the FIS Costs Cap,
(i) Out of Pocket Costs are not considered Corporate Service Fees and are
excluded from the calculation, and (ii) Transition Assistance Fees are excluded
from the calculation of the FIS Costs Cap. The Parties further acknowledge and
agree that the Total FAS 123 Charges are included in the calculation of the FIS
Costs Cap but are non-cash items that shall be treated by the Parties as a
contribution to capital by PROVIDING PARTY, but with no commensurate issuance of
additional equity in connection with such contribution to capital.

            (e) After the Test Period, the Parties agree to consider charging
all FIS Direct Costs directly to a department/cost center or division of FIS or
one of its Subsidiaries, and reduce the FIS Costs Cap accordingly.

      3.2 Payment Terms. The PROVIDING PARTY shall invoice the RECEIVING PARTY
on a monthly basis in arrears for Corporate Service Fees, Transition Assistance
Fees, and Total Allocated FAS 123 Charges, as calculated in accordance with
Section 3.1 and Schedule 1.1(a) (it being understood that the Total Allocated
FAS 123 Charges are non-cash items treated by RECEIVING PARTY as a contribution
to capital by PROVIDING PARTY with no commensurate issuance of any equity in
connection therewith). Each monthly invoice shall list all Corporate Services
and FIS Costs in the format of Schedule 3.1(e) and shall state the then current
FIS Costs Cap, any changes made thereto and brief explanation thereof. In
addition, the PROVIDING PARTY shall promptly notify the RECEIVING PARTY, no more
frequently than monthly, of the aggregate amount of Out of Pocket Costs to be
reimbursed or paid. The RECEIVING PARTY shall pay by electronic funds transfer
or other method satisfactory to PROVIDING PARTY and RECEIVING PARTY, in full,
the monthly amount so invoiced and the Out of Pocket Costs incurred, within
thirty (30) days after the date on which the PROVIDING PARTY's monthly invoice
or notification of Out of Pocket Costs, as the case may be, was received. All
invoices shall include, without limitation, the category of applicable Corporate
Service or Transition Assistance Service (as the case may be), a brief
description of the Out of Pocket Costs (if applicable), the billing period, and
such other information as RECEIVING PARTY may reasonably request. Should
RECEIVING PARTY dispute any portion of the amount due on any invoice or require
any adjustment to an invoiced amount, or dispute any Out of Pocket Costs for
which it received notification, then RECEIVING PARTY shall notify PROVIDING
PARTY in writing of the nature and basis of the dispute and/or adjustment as
soon as reasonably possible using, if necessary, the dispute resolution
procedures set forth in Section 1.4. The Parties shall use their reasonable best
efforts to resolve the dispute prior to the payment due date.

                                       11


      3.3 Audit Rights. Upon reasonable advance notice from RECEIVING PARTY,
PROVIDING PARTY shall permit RECEIVING PARTY to perform annual audits of
PROVIDING PARTY's records only with respect to amounts invoiced and Out of
Pocket Costs invoiced pursuant to this Article III. Such audits shall be
conducted during PROVIDING PARTY's regular office hours and without disruption
to PROVIDING PARTY's business operations and shall be performed at RECEIVING
PARTY's sole expense.

                                   ARTICLE IV
                             LIMITATION OF LIABILITY

      4.1 LIMITATION OF LIABILITY. THE LIABILITY OF EITHER PARTY FOR A CLAIM
ASSERTED BY THE OTHER PARTY BASED ON BREACH OF ANY COVENANT, AGREEMENT OR
UNDERTAKING REQUIRED BY THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE
FEES PAYABLE BY RECEIVING PARTY TO PROVIDING PARTY DURING THE ONE (1) YEAR
PERIOD PRECEDING THE BREACH FOR THE PARTICULAR CORPORATE SERVICE AFFECTED BY
SUCH BREACH UNDER THIS AGREEMENT; PROVIDED THAT SUCH LIMITATION SHALL NOT APPLY
IN RESPECT OF ANY CLAIMS BASED ON A PARTY'S (i) GROSS NEGLIGENCE, (ii) WILLFUL
MISCONDUCT, (iii) IMPROPER USE OR DISCLOSURE OF CUSTOMER INFORMATION, (iv)
VIOLATIONS OF LAW, OR (v) INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A
PERSON OR ENTITY WHO IS NOT A PARTY HERETO OR THE SUBSIDIARY OR AFFILIATE OF A
PARTY HERETO.

      4.2 DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGE OF ANY KIND WHATSOEVER; PROVIDED,
HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY UNDER ARTICLE X IS REQUIRED TO
PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES OR LOST PROFITS TO A PERSON OR ENTITY WHO IS NOT A PARTY OR A SUBSIDIARY
OR AFFILIATE OF THE INDEMNIFIED PARTY IN CONNECTION WITH A THIRD PARTY CLAIM,
SUCH DAMAGES WILL CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE
LIMITATION SET FORTH IN THIS ARTICLE IV.

                                   ARTICLE V
                                 FORCE MAJEURE

      Neither Party shall be held liable for any delay or failure in performance
of any part of this Agreement from any cause beyond its reasonable control and
without its fault or negligence, including, but not limited to, acts of God,
acts of civil or military authority, embargoes, epidemics, war, terrorist acts,
riots, insurrections, fires, explosions, earthquakes, hurricanes, tornadoes,
nuclear accidents, floods, strikes, terrorism and power blackouts. Upon the
occurrence of a condition described in this Article, the Party whose performance
is prevented shall give written notice to the other Party, and the Parties shall
promptly confer, in good faith, to agree upon equitable, reasonable action to
minimize the impact, on both Parties, of such conditions.

                                       12


                                   ARTICLE VI
                               NOTICES AND DEMANDS

      6.1 Notices. Except as otherwise provided under this Agreement (including
Schedule 1.1(a)), all notices, demands or requests which may be given by any
Party to the other Party shall be in writing and shall be deemed to have been
duly given on the date delivered in person, or sent via telefax, or on the next
business day if sent by overnight courier, or on the date of the third business
day after deposit, postage prepaid, in the United States Mail via Certified Mail
return receipt requested, and addressed as set forth below:

           If to RECEIVING PARTY, to:

           Fidelity National Information Services, Inc.
           601 Riverside Avenue
           Jacksonville, Florida 32204
           Attention: General Counsel

           prior to the Sale of FIS (unless such sale is to THL, TPG or their
           affiliates) or any IPO, with copies to:

           Thomas H. Lee Partners, L.P.
           100 Federal Street
           Boston, MA 02110
           Attention: Thomas M. Hagerty and Seth Lawry
           Facsimile: (617) 227-5514

           and

           Texas Pacific Group
           345 California Street, Suite 3300
           San Francisco, CA 94104
           Attention: Jonathan Coslet and Marshall Haines
           Facsimile: (415) 743-1501

           If to PROVIDING PARTY, to:

           Fidelity National Title Group, Inc.
           601 Riverside Avenue
           Jacksonville, Florida 32204
           Attention: General Counsel

The address to which such notices, demands, requests, elections or other
communications are to be given by either Party may be changed by written notice
given by such Party to the other Party pursuant to Section 6.1 and this Section
6.2.

                                       13


                                  ARTICLE VII
                                    REMEDIES

      7.1 Remedies Upon Material Breach. In the event of material breach of any
provision of this Agreement by a Party, the non-defaulting Party shall give the
defaulting Party written notice, and:

            (a) If such breach is for RECEIVING PARTY's non-payment of an amount
that is not in dispute, the defaulting Party shall cure the breach within thirty
(30) calendar days of such notice. If the defaulting Party does not cure such
breach by such date, then the defaulting Party shall pay the non-defaulting
Party the undisputed amount, any interest that has accrued hereunder through the
expiration of the cure period plus an additional amount of interest equal to
four percent (4%) per annum above the "prime rate" as announced in the most
recent edition of the Wall Street Journal. The Parties agree that this rate of
interest constitutes reasonable liquidated damages and not an unenforceable
penalty.

            (b) If such breach is for any other material failure to perform in
accordance with this Agreement, the defaulting Party shall cure such breach
within thirty (30) calendar days of the date of such notice. If the defaulting
Party does not cure such breach within such period, then the defaulting Party
shall pay the non-defaulting Party all of the non-defaulting Party's actual
damages, subject to Article IV above.

      7.2 Survival Upon Expiration or Termination. The provisions of Section 1.4
(Dispute Resolution), Section 2.4 (Return of Materials), Article IV (Limitation
of Liability), Article VI (Notices and Demands), this Section 7.2, Article VIII
(Confidentiality), Article X (Indemnification) and Article XI (Miscellaneous)
shall survive the termination or expiration of this Agreement unless otherwise
agreed to in writing by both Parties.

                                  ARTICLE VIII
                                 CONFIDENTIALITY

      8.1 Confidential Information. Each Party shall use at least the same
standard of care in the protection of Confidential Information of the other
Party as it uses to protect its own confidential or proprietary information;
provided that such Confidential Information shall be protected in at least a
reasonable manner. For purposes of this Agreement, "Confidential Information"
includes all confidential or proprietary information and documentation of either
Party, including the terms of this Agreement, including with respect to each
Party, all of its software, data, financial information all reports, exhibits
and other documentation prepared by any of its Subsidiaries or Affiliates. Each
Party shall use the Confidential Information of the other Party only in
connection with the purposes of this Agreement and shall make such Confidential
Information available only to its employees, subcontractors, or agents having a
"need to know" with respect to such purpose. Each Party shall advise its
respective employees, subcontractors, and agents of such Party's obligations
under this Agreement. The obligations in this Section 8.1 will not restrict
disclosure by a Party pursuant to applicable law, or by order or request of any
court or government agency; provided, that prior to such disclosure the
receiving Party shall (a) immediately give notice to the disclosing Party, (b)
cooperate with the disclosing Party in challenging the right to such access and
(c) only provide such information as is required

                                       14


by law, such order or a final, non-appealable ruling of a court of proper
jurisdiction Confidential Information of a Party will not be afforded the
protection of this Article VIII if such Confidential Information was (A)
developed by the other Party independently as shown by its written business
records regularly kept, (B) rightfully obtained by the other Party without
restriction from a third party, (C) publicly available other than through the
fault or negligence of the other Party or (D) released by the disclosing Party
without restriction to anyone.

      8.2 Work Product Privilege. RECEIVING PARTY represents and PROVIDING PARTY
acknowledges that, in the course of providing Corporate Services pursuant to
this Agreement, PROVIDING PARTY may have access to (a) documents, data,
databases or communications that are subject to attorney client privilege and/or
(b) privileged work product prepared by or on behalf of the Affiliates of
RECEIVING PARTY in anticipation of litigation with third parties (collectively,
the "Privileged Work Product") and RECEIVING PARTY represents and PROVIDING
PARTY understands that all Privileged Work Product is protected from disclosure
by Rule 26 of the Federal Rules of Civil Procedure and the equivalent rules and
regulations under the law chosen to govern the construction of this Agreement.
RECEIVING PARTY represents and PROVIDING PARTY understands the importance of
maintaining the strict confidentiality of the Privileged Work Product to protect
the attorney client privilege, work product doctrine and other privileges and
rights associated with such Privileged Work Product pursuant to such Rule 26 and
the equivalent rules and regulations under the law chosen to govern the
construction of this Agreement. After PROVIDING PARTY is notified or otherwise
becomes aware that documents, data, database, or communications are Privileged
Work Product, only PROVIDING PARTY personnel for whom such access is necessary
for the purposes of providing Services to RECEIVING PARTY as provided in this
Agreement shall have access to such Privileged Work Product. Should PROVIDING
PARTY ever be notified of any judicial or other proceeding seeking to obtain
access to Privileged Work Product, PROVIDING PARTY shall (A) immediately give
notice to RECEIVING PARTY, (B) cooperate with RECEIVING PARTY in challenging the
right to such access and (C) only provide such information as is required by a
final, non-appealable ruling of a court of proper jurisdiction. RECEIVING PARTY
shall pay all of the cost incurred by PROVIDING PARTY in complying with the
immediately preceding sentence. RECEIVING PARTY has the right and duty to
represent PROVIDING PARTY in such resistance or to select and compensate counsel
to so represent PROVIDING PARTY or to reimburse PROVIDING PARTY for reasonable
attorneys' fees and expenses as such fees and expenses are incurred in resisting
such access. If PROVIDING PARTY is ultimately required, pursuant to an order of
a court of competent jurisdiction, to produce documents, disclose data, or
otherwise act in contravention of the confidentiality obligations imposed in
this Article VIII, or otherwise with respect to maintaining the confidentiality,
proprietary nature, and secrecy of Privileged Work Product, PROVIDING PARTY is
not liable for breach of such obligation to the extent such liability does not
result from failure of PROVIDING PARTY to abide by the terms of this Article
VIII. All Privileged Work Product is the property of RECEIVING PARTY and will be
deemed Confidential Information, except as specifically authorized in this
Agreement or as shall be required by law.

      8.3 Unauthorized Acts. Each Party shall (a) notify the other Party
promptly of any unauthorized possession, use, or knowledge of any Confidential
Information by any person which shall become known to it, any attempt by any
person to gain possession of Confidential Information without authorization or
any attempt to use or acquire knowledge of any

                                       15


Confidential Information without authorization (collectively, "Unauthorized
Access"), (b) promptly furnish to the other Party full details of the
Unauthorized Access and use reasonable efforts to assist the other Party in
investigating or preventing the reoccurrence of any Unauthorized Access, (c)
cooperate with the other Party in any litigation and investigation against third
parties deemed necessary by such Party to protect its proprietary rights, and
(d) use commercially reasonable efforts to prevent a reoccurrence of any such
Unauthorized Access.

      8.4 Publicity. Except as required by law or national stock exchange rule
or as allowed by any Ancillary Agreement, neither Party shall issue any press
release, distribute any advertising, or make any public announcement or
disclosure (a) identifying the other Party by name, trademark or otherwise or
(b) concerning this Agreement without the other Party's prior written consent.
Notwithstanding the foregoing sentence, in the event either Party is required to
issue a press release relating to this Agreement or any of the transactions
contemplated by this Agreement, or by the laws or regulations of any
governmental authority, agency or self-regulatory agency, such Party shall (A)
give notice and a copy of the proposed press release to the other Party as far
in advance as reasonably possible, but in any event not less than five (5) days
prior to publication of such press release and (B) make any changes to such
press release reasonably requested by the other Party. In addition, RECEIVING
PARTY may communicate the existence of the business relationship contemplated by
the terms of this Agreement internally within PROVIDING PARTY's organization and
orally and in writing communicate PROVIDING PARTY's identity as a reference with
potential and existing customers.

      8.5 Data Privacy. (a) Where, in connection with this Agreement, PROVIDING
PARTY processes or stores information about a living individual that is held in
automatically processable form (for example in a computerized database) or in a
structured manual filing system ("Personal Data"), on behalf of any Subsidiaries
of RECEIVING PARTY or their clients, then PROVIDING PARTY shall implement
appropriate measures to protect those personal data against accidental or
unlawful destruction or accidental loss, alteration, unauthorized disclosure or
access and shall use such data solely for purposes of carrying out its
obligations under this Agreement.

            (b) RECEIVING PARTY may instruct PROVIDING PARTY, where PROVIDING
PARTY processes Personal Data on behalf of Subsidiaries of RECEIVING PARTY, to
take such steps to preserve data privacy in the processing of those Personal
Data as are reasonably necessary for the performance of this Agreement.

            (c) Subsidiaries of RECEIVING PARTY may, in connection with this
Agreement, collect Personal Data in relation to PROVIDING PARTY and PROVIDING
PARTY's employees, directors and other officers involved in providing Corporate
Services hereunder. Such Personal Data may be collected from PROVIDING PARTY,
its employees, its directors, its officers, or from other (for example,
published) sources; and some limited personal data may be collected indirectly
at RECEIVING PARTY's (or Subsidiaries of RECEIVING PARTY's) locations from
monitoring devices or by other means (e.g., telephone logs, closed circuit TV
and door entry systems). Nothing in this Section 8.5(c) obligates PROVIDING
PARTY or PROVIDING PARTY's employees, directors or other officers to provide
Personal Data requested by RECEIVING PARTY. The Subsidiaries of RECEIVING PARTY
may use and disclose any such data disclosed by PROVIDING PARTY solely for
purposes connected

                                       16


with this Agreement and for the relevant purposes specified in the data privacy
policy of the Subsidiary of RECEIVING PARTY (a copy of which is available on
request.) RECEIVING PARTY will maintain the same level of protection for
Personal Data collected from PROVIDING PARTY (and PROVIDING PARTY's employees,
directors and officers, as appropriate) as RECEIVING PARTY maintains with its
own Personal Data, and will implement appropriate administrative, physical and
technical measures to protect the personal data collected from PROVIDING PARTY
and PROVIDING PARTY's employees, directors and other officers against accidental
or unlawful destruction or accidental loss, alternation, unauthorized disclosure
or access.

                                   ARTICLE IX
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

      EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE IN
THIS AGREEMENT, PROVIDING PARTY HAS NOT MADE AND DOES NOT HEREBY MAKE ANY
EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR COVENANTS, STATUTORY OR
OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF
MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS. ALL OTHER
REPRESENTATIONS, WARRANTIES, AND COVENANTS, EXPRESS OR IMPLIED, STATUTORY,
COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES
OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS ARE HEREBY DISCLAIMED
BY PROVIDING PARTY.

                                   ARTICLE X
                                INDEMNIFICATION

      10.1 Indemnification.

            (a) Subject to Article IV, RECEIVING PARTY will indemnify, defend
and hold harmless PROVIDING PARTY, each Subsidiary and Affiliate of PROVIDING
PARTY, each of their respective past and present directors, officers, employees,
agents, consultants, advisors, accountants and attorneys ("Representatives"),
and each of their respective successors and assigns (collectively, the
"PROVIDING PARTY Indemnified Parties") from and against any and all Damages (as
defined below) incurred or suffered by the PROVIDING PARTY Indemnified Parties
arising or resulting from the provision of Corporate Services hereunder, which
Damages shall be reduced to the extent of:

                  (i) Damages caused or contributed to by PROVIDING PARTY's
            negligence, willful misconduct or violation or law; or

                  (ii) Damages caused or contributed to by a breach of this
            Agreement by PROVIDING PARTY.

                                       17


"Damages" means, subject to Article IV hereof, all losses, claims, demands,
damages, liabilities, judgments, dues, penalties, assessments, fines (civil,
criminal or administrative), costs, liens, forfeitures, settlements, fees or
expenses (including reasonable attorneys' fees and expenses and any other
expenses reasonably incurred in connection with investigating, prosecuting or
defending a claim or Action).

            (b) Except as set forth in this Section 10.1(b), PROVIDING PARTY
will have no liability to RECEIVING PARTY for or in connection with any of the
Corporate Services rendered hereunder or for any actions or omissions of
PROVIDING PARTY in connection with the provision of any Corporate Services
hereunder. Subject to the provisions hereof and subject to Article IV, PROVIDING
PARTY will indemnify, defend and hold harmless RECEIVING PARTY, each Subsidiary
and Affiliate of RECEIVING PARTY, each of their respective past and present
Representatives, and each of their respective successors and assigns
(collectively, the "RECEIVING PARTY Indemnified Parties") from and against any
and all Damages incurred or suffered by the RECEIVING PARTY Indemnified Parties
arising or resulting from either of the following:

                  (i) any claim that PROVIDING PARTY's use of the software or
            other intellectual property used to provide the Corporate Services
            or Transition Assistance, or any results and proceeds of such
            Corporate Services or Transition Assistance, infringes,
            misappropriates or otherwise violates any United States patent,
            copyright, trademark, trade secret or other intellectual property
            rights; provided, that such intellectual property indemnity shall
            not apply to the extent that any such claim arises out of any
            modification to such software or other intellectual property made by
            RECEIVING PARTY without PROVIDING PARTY's authorization or
            participation, or

                  (ii) PROVIDING PARTY's gross negligence, willful misconduct,
            improper use or disclosure of customer information or violations of
            law;

provided, that in each of the cases described in subclauses (i) through (ii)
above, the amount of Damages incurred or sustained by RECEIVING PARTY shall be
reduced to the extent such Damages shall have been caused or contributed to by
any action or omission of RECEIVING PARTY in amounts equal to RECEIVING PARTY's
equitable share of such Damages determined in accordance with its relative
culpability for such Damages or the relative fault of RECEIVING PARTY or its
Subsidiaries.

      10.2 Indemnification Procedures.

            (a) Claim Notice. A Party that seeks indemnity under this Article X
(an "Indemnified Party") will give written notice (a "Claim Notice") to the
Party from whom indemnification is sought (an "Indemnifying Party"), whether the
Damages sought arise from matters solely between the Parties or from Third Party
Claims. The Claim Notice must contain (i) a description and, if known, estimated
amount (the "Claimed Amount") of any Damages incurred or reasonably expected to
be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis
for the Claim Notice to the extent of facts then known by the Indemnified Party,
and (iii) a demand for payment of those Damages. No delay or deficiency on

                                       18


the part of the Indemnified Party in so notifying the Indemnifying Party will
relieve the Indemnifying Party of any liability for Damages or obligation
hereunder except to the extent of any Damages caused by or arising out of such
failure.

            (b) Response to Notice of Claim. Within thirty (30) days after
delivery of a Claim Notice, the Indemnifying Party will deliver to the
Indemnified Party a written response in which the Indemnifying Party will
either: (i) agree that the Indemnified Party is entitled to receive all of the
Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed
Amount in accordance with a payment and distribution method reasonably
acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party
is entitled to receive all or any portion of the Claimed Amount, in which case,
the Parties will resort to the dispute resolution procedures set forth in
Section 1.4.

            (c) Contested Claims. In the event that the Indemnifying Party
disputes the Claimed Amount, as soon as practicable but in no event later than
ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii)
hereof, the Parties will begin the process to resolve the matter in accordance
with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate
resolution thereof, the Parties will take such actions as are reasonably
necessary to comply with such agreement or instructions.

            (d) Third Party Claims.

                  (i) In the event that the Indemnified Party receives notice or
            otherwise learns of the assertion by a person or entity who is not a
            Party hereto or a Subsidiary or Affiliate of a Party hereto of any
            claim or the commencement of any action (a "Third-Party Claim") with
            respect to which the Indemnifying Party may be obligated to provide
            indemnification under this Article X, the Indemnified Party will
            give written notification to the Indemnifying Party of the
            Third-Party Claim. Such notification will be given within fifteen
            (15) days after receipt by the Indemnified Party of notice of such
            Third-Party Claim, will be accompanied by reasonable supporting
            documentation submitted by such third party (to the extent then in
            the possession of the Indemnified Party) and will describe in
            reasonable detail (to the extent known by the Indemnified Party) the
            facts constituting the basis for such Third-Party Claim and the
            amount of the claimed Damages; provided, however, that no delay or
            deficiency on the part of the Indemnified Party in so notifying the
            Indemnifying Party will relieve the Indemnifying Party of any
            liability for Damages or obligation hereunder except to the extent
            of any Damages caused by or arising out of such failure. Within
            twenty (20) days after delivery of such notification, the
            Indemnifying Party may, upon written notice thereof to the
            Indemnified Party, assume control of the defense of such Third-Party
            Claim with counsel reasonably satisfactory to the Indemnified Party.
            During any period in which the Indemnifying Party has not so assumed
            control of such defense, the Indemnified Party will control such
            defense.

                  (ii) The Party not controlling such defense (the
            "Non-controlling Party") may participate therein at its own expense.

                                       19


                  (iii) The Party controlling such defense (the "Controlling
            Party") will keep the Non-controlling Party reasonably advised of
            the status of such Third-Party Claim and the defense thereof and
            will consider in good faith recommendations made by the
            Non-controlling Party with respect thereto. The Non-controlling
            Party will furnish the Controlling Party with such Information as it
            may have with respect to such Third-Party Claim (including copies of
            any summons, complaint or other pleading which may have been served
            on such Party and any written claim, demand, invoice, billing or
            other document evidencing or asserting the same) and will otherwise
            cooperate with and assist the Controlling Party in the defense of
            such Third-Party Claim.

                  (iv) The Indemnifying Party will not agree to any settlement
            of, or the entry of any judgment arising from, any such Third-Party
            Claim without the prior written consent of the Indemnified Party,
            which consent will not be unreasonably withheld or delayed;
            provided, however, that the consent of the Indemnified Party will
            not be required if (A) the Indemnifying Party agrees in writing to
            pay any amounts payable pursuant to such settlement or judgment, and
            (B) such settlement or judgment includes a full, complete and
            unconditional release of the Indemnified Party from further
            Liability. The Indemnified Party will not agree to any settlement
            of, or the entry of any judgment arising from, any such Third-Party
            Claim without the prior written consent of the Indemnifying Party,
            which consent will not be unreasonably withheld or delayed.

                                   ARTICLE XI
                                  MISCELLANEOUS

      11.1 Relationship of the Parties. The Parties declare and agree that each
Party is engaged in a business that is independent from that of the other Party
and each Party shall perform its obligations as an independent contractor. It is
expressly understood and agreed that RECEIVING PARTY and PROVIDING PARTY are not
partners, and nothing contained herein is intended to create an agency
relationship or a partnership or joint venture with respect to the Corporate
Services. Neither Party is an agent of the other and neither Party has any
authority to represent or bind the other Party as to any matters, except as
authorized herein or in writing by such other Party from time to time.

      11.2 Employees. (a) PROVIDING PARTY shall be solely responsible for
payment of compensation to its employees and, as between the Parties, for its
Subsidiaries' employees and its Affiliates' employees, and for any injury to
them in the course of their employment. PROVIDING PARTY shall assume full
responsibility for payment of all federal, state and local taxes or
contributions imposed or required under unemployment insurance, social security
and income tax laws with respect to such persons.

            (b) RECEIVING PARTY shall be solely responsible for payment of
compensation to its employees and, as between the Parties, for its Subsidiaries'
employees and for any injury to them in the course of their employment.
RECEIVING PARTY shall assume full responsibility for payment of all federal,
state and local taxes or contributions imposed or

                                       20


required under unemployment insurance, social security and income tax laws with
respect to such persons.

      11.3 Assignment. Neither Party may, in connection with a sale of an asset
to which one or more of the Corporate Services relate, assign, transfer or
convey any right, obligation or duty, in whole or in part, or of any other
interest under this Agreement relating to such Corporate Services without the
prior written consent of the other Party, provided, however, that in the event
of a Sale of FIS (as defined in Section 2.1), FIS may assign its interest in
this Agreement without the prior written consent of FNT. All obligations and
duties of a Party under this Agreement shall be binding on all successors in
interest and permitted assigns of such Party. Each Party may use its
Subsidiaries or Affiliates or subcontractors to perform the Corporate Services;
provided that such use shall not relieve such assigning Party of liability for
its responsibilities and obligations.

      11.4 Severability. In the event that any one or more of the provisions
contained herein shall for any reason be held to be unenforceable in any respect
under law, such unenforceability shall not affect any other provision of this
Agreement, and this Agreement shall be construed as if such unenforceable
provision or provisions had never been contained herein.

      11.5 Third Party Beneficiaries. The provisions of this Agreement are for
the benefit of the Parties and their Affiliates and not for any other person.
However, should any third party institute proceedings, this Agreement shall not
provide any such person with any remedy, claim, liability, reimbursement, cause
of action, or other right.

      11.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without giving effect to such
State's laws and principles regarding the conflict of laws. Subject to Section
1.4, if any Dispute arises out of or in connection with this Agreement, except
as expressly contemplated by another provision of this Agreement, the Parties
irrevocably (a) consent and submit to the exclusive jurisdiction of federal and
state courts located in Jacksonville, Florida, (b) waive any objection to that
choice of forum based on venue or to the effect that the forum is not convenient
and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR
ADJUDICATION BY JURY.

      11.7 Executed in Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same document.

      11.8 Construction. The headings and numbering of articles, sections and
paragraphs in this Agreement are for convenience only and shall not be construed
to define or limit any of the terms or affect the scope, meaning, or
interpretation of this Agreement or the particular Article or Section to which
they relate. This Agreement and the provisions contained herein shall not be
construed or interpreted for or against any Party because that Party drafted or
caused its legal representative to draft any of its provisions.

      11.9 Entire Agreement. This Agreement, including all attachments,
constitutes the entire Agreement between the Parties with respect to the subject
matter hereof, and supersedes

                                       21


all prior oral or written agreements, representations, statements, negotiations,
understandings, proposals and undertakings, with respect to the subject matter
hereof.

      11.10 Amendments and Waivers. (a) The Parties may amend this Agreement
only by a written agreement signed by each Party and that identifies itself as
an amendment to this Agreement. No waiver of any provisions of this Agreement
and no consent to any default under this Agreement shall be effective unless the
same shall be in writing and signed by or on behalf of the Party against whom
such waiver or consent is claimed. No course of dealing or failure of any Party
to strictly enforce any term, right or condition of this Agreement shall be
construed as a waiver of such term, right or condition. Waiver by either Party
of any default by the other Party shall not be deemed a waiver of any other
default.

            (b) Notwithstanding the foregoing, at any time prior to the Sale of
FIS or any IPO, this Agreement may not be amended without the prior written
consent of THL and TPG if such amendment would: (i) change the methodology of
calculating the cost of any services provided hereunder (e.g., change from a
"cost" method to a "cost plus X" method), (ii) add any service that is not
contemplated as of the date hereof, if the cost of such additional service is
expected to be more than five hundred thousand dollars ($500,000) annually,
(iii) affect the Term of the Agreement, (iv) affect RECEIVING PARTY's ability to
terminate any Corporate Services pursuant to Section 2.2, (v) affect Sections
1.5 (Standard of Services), 1.6 (Response Time), or 1.7 (Ownership of Materials)
in any manner adverse to RECEIVING PARTY, (vi) affect Section 3.1 (Compensation
for Corporate Services) in any manner, (vii) affect PROVIDING PARTY's limitation
of liability under Article IV (Limitation of Liability) in any manner adverse to
RECEIVING PARTY, (viii) affect PROVIDING PARTY's rights under Article VII
(Remedies) upon default by RECEIVING PARTY in any manner adverse to RECEIVING
PARTY, (ix) affect Article X (Indemnification) in any manner adverse to
RECEIVING PARTY, or (x) affect this Section 11.10 (Amendment). For purposes
hereof, the term "THL" means Thomas H. Lee Equity Fund V, L.P. and the term
"TPG" means TPG Partners III, L.P. THL and TPG are intended third party
beneficiaries of this Agreement solely with respect to this Section 11.10(b).

      11.11 Remedies Cumulative. Unless otherwise provided for under this
Agreement, all rights of termination or cancellation, or other remedies set
forth in this Agreement, are cumulative and are not intended to be exclusive of
other remedies to which the injured Party may be entitled by law or equity in
case of any breach or threatened breach by the other Party of any provision in
this Agreement. Unless otherwise provided for under this Agreement, use of one
or more remedies shall not bar use of any other remedy for the purpose of
enforcing any provision of this Agreement.

      11.12 Taxes. All charges and fees to be paid to PROVIDING PARTY under this
Agreement are exclusive of any applicable taxes required by law to be collected
from the RECEIVING PARTY (including, without limitation, withholding, sales,
use, excise, or services tax, which may be assessed on the provision of
Corporate Services). In the event that a withholding, sales, use, excise, or
services tax is assessed on the provision of any of the Corporate Services under
this Agreement, RECEIVING PARTY will pay directly, reimburse or indemnify
PROVIDING PARTY for such tax, plus any applicable interest and penalties. The
Parties will cooperate with each other in determining the extent to which any
tax is due and owing under the circumstances, and shall provide and make
available to each other any resale

                                       22


certificate, information regarding out-of-state use of materials, services or
sale, and other exemption certificates or information reasonably requested by
either Party.

                           [signature page to follow]

                                       23


      11.13 Changes in Law. PROVIDING PARTY's obligations to provide Corporate
Services hereunder are to provide such Corporate Services in accordance with
applicable laws as in effect on the date of this Agreement. Each Party reserves
the right to take all actions in order to ensure that the Corporate Services and
Transition Assistance are provided in accordance with any applicable laws.

      IN WITNESS WHEREOF, the Parties, acting through their authorized officers,
have caused this Agreement to be duly executed and delivered as of the date
first above written.

                                    PROVIDING PARTY:

                                    FIDELITY NATIONAL TITLE GROUP, INC.

                                    By ____________________________
                                          Raymond R. Quirk
                                          Chief Executive Officer

                                    RECEIVING PARTY:

                                    FIDELITY NATIONAL INFORMATION SERVICES, INC.

                                    By ____________________________
                                            Michael L. Gravelle
                                            Senior Vice President

                                       24


                            DEFINITIONS AND FORMULAS

                   FOR PURPOSES OF CALCULATING COST ALLOCATION

For purposes of this Agreement and the Corporate Service Schedules:

"Direct Employee Compensation" of an employee means the aggregate of such
employee's salary, overtime, cash bonus and commission compensation and payroll
taxes attributable thereto.

"Departmental Costs" of a department/cost center means any and all costs
incurred by or allocated to that department/cost center other than Direct
Employee Compensation of the employees in the department/cost center, such as
office furniture and equipment, office space and facilities expenses, repairs &
maintenance expenses, rent and leasehold improvements, utilities,
telecommunications and IT equipment, insurance costs, employee benefits costs,
depreciation, amortization, real property and personal property taxes,
advertising and promotional expenses (if any), postage, courier and shipping
expenses, printing, reproduction, stationary, and office supplies, travel and
entertainment expenses, educational, training and recruiting expenses,
professional dues and subscriptions, fees, costs and expenses incurred in
connection with the Services that are included in FNF Administrative Overhead,
and the other similar costs that are generally characterized as "overhead"', in
each case as allocated to the department/cost center in accordance with
PROVIDING PARTY's current overhead cost allocation policy.

"Servicing Employee" means an employee of PROVIDING PARTY or its Subsidiaries or
its Affiliates who provides services to RECEIVING PARTY and its Subsidiaries
under this Agreement.

"Standard Allocation", for purposes of the Services provided under this
Agreement and the Schedules hereto, including the Cost Allocation section of the
Schedules, shall be calculated as follows:

      1.    Out of Pocket Costs incurred by or on behalf of RECEIVING PARTY or
            its Subsidiary(s) are charged directly to it and are not part of the
            Services under this Agreement or the payments to be made therefor,
            and are not included in the FIS Costs Cap described in Section 3.1.

      2.    The Direct Employee Compensation of the PROVIDING PARTY Servicing
            Employees shall be allocated to RECEIVING PARTY based on the
            percentage of work time that each such Servicing Employee spends in
            providing the applicable Services to RECEIVING PARTY and its
            Subsidiaries. Allocations as of the Closing Date will be those
            reflected in the data and results of January 2005, and shall be
            applied to determine the allocations hereunder on a monthly basis,
            with each work time percentage and corresponding Departmental Cost
            percentage to be re-examined and updated (if appropriate) at the end
            of each 6-month period following the Closing Date, it being
            understood that any changes in the

                                       25


            allocations (a) must be pre-approved by a full-time FIS employee and
            (b) shall not affect the FIS Costs Cap.

            By way of example, for a Servicing Employee of PROVIDING PARTY who
            has an annual salary of $50,000, a cash bonus of $20,000, and
            payroll taxes of $10,000 and who spends 40% of his work time on
            providing Services under this Agreement, RECEIVING PARTY would be
            allocated a Direct Employee Compensation cost of $32,000 calculated
            as follows:

            ($50,000 + $20,000 + $10,000) x 40% = $32,000.

      3.    In addition to the Direct Employee Compensation, Departmental Costs
            of each department/cost center of PROVIDING PARTY that has Servicing
            Employees shall be allocated to RECEIVING PARTY based on a
            percentage reflecting the aggregate regular salaries of all of the
            Servicing Employees in that department/cost center, in relation to
            the aggregate regular salaries of all employees in the
            department/cost center, taking into account the percentage of work
            time that each Servicing Employee in the department/cost center
            spends in providing services to RECEIVING PARTY and its Subsidiaries
            hereunder.

            By way of example, assume that in a PROVIDING PARTY department/cost
            center, there are 20 employees, 5 of whom are Servicing Employees
            who each spend 40% of the work time providing services to RECEIVING
            PARTY and its Subsidiaries. If the aggregate regular salaries of the
            20 employees is $500,000, and the aggregate regular salaries of the
            5 Servicing Employees is $300,000, then we determine the portion of
            the Departmental Costs that will be allocated to RECEIVING PARTY as
            follows:

            First, determine the aggregate regular salaries allocable to
            RECEIVING PARTY:

                  $300,000 x 40% = $120,000.

            Then, determine the portion of the Departmental Costs to be
            allocated to RECEIVING PARTY based on the aggregate regular salaries
            percentage:

                  $120,000 / $500,000 = 24%.

            In this example, 24% of the Departmental Costs of this
            department/cost center will be allocated to RECEIVING PARTY.

      4.    Except to the extent otherwise expressly provided herein, for any
            given 6-month period, all Direct Employee Compensation to be
            allocated shall be determined on the basis of the applicable work
            time percentages for the immediately preceding 6-month period,
            except that the Direct Employee Compensation allocations applicable
            on the Closing Date shall be based on the work time percentages
            applicable for the calendar month June 2005. At the end of each
            6-month period,

                                       26


            the work time percentages shall be re-examined and the Direct
            Employee Compensation will be re-allocated based on the revised work
            time percentages, if any. For any given 6-month, all Departmental
            Costs to be allocated shall be determined on the basis of the
            applicable aggregate salaries and related percentages for the
            immediately preceding 6-month period, except that the aggregate
            salaries and related percentages applicable on the Closing Date
            shall be based on the work time percentages and aggregate salaries
            applicable for the calendar month January 2005. Without limiting the
            foregoing, the parties acknowledge that although the work time
            percentages and Departmental Cost percentages will be re-examined
            every 6 months, no such re-examination shall increase or decrease
            the FIS Costs Cap, as defined in Section 3.1(c).

      5.    If at any time during the Term of this Agreement RECEIVING PARTY
            terminates or discontinues all or any portion of a Corporate Service
            prior to the end of the Term or if any Corporate Service (or portion
            thereof) automatically terminates, pursuant to Section 2.2(b)
            (hereinafter referred to as a "Discontinued Service"), then
            effective as of the last day of the calendar month in which such
            termination or discontinuation is effective, an amount equal to the
            Adjustment Amount (as herein defined) for the Discontinued Service
            shall be deducted from the FIS Costs Cap and such amount shall no
            longer be owing under this Agreement. For purposes of this
            Agreement, the "Adjustment Amount" for a Discontinued Service shall
            be calculated as follows:

                  (i) if the Discontinued Service is terminated or discontinued
            during fiscal 2005, then the Adjustment Amount for 2005 shall equal
            the annualized actual Allocated Costs and actual Direct Costs
            (determined on the basis of the average monthly costs) attributable
            to such Discontinued Service from January through the calendar month
            immediately preceding the date of such termination or
            discontinuation (hereinafter referred to as the "Annualized 2005
            Cost") less the aggregate amount of actual Allocated Costs and
            actual Direct Costs attributable to such Discontinued Service that
            have been allocated or billed to RECEIVING PARTY through the
            calendar month immediately preceding the date of such termination or
            discontinuation; and, for all subsequent years, shall equal the
            Annualized 2005 Cost; and

                  (ii) if the Discontinued Service is terminated or discontinued
            after fiscal year 2005, then the Adjustment Amount for the fiscal
            year in which the service is terminated or discontinued shall equal
            the aggregate actual Allocated Costs and actual Direct Costs
            attributable to such Discontinued Service for the 12-month period
            (determined on a rolling basis) immediately preceding the date of
            such termination or discontinuation (hereinafter referred to as the
            "Annualized Cost") less (I) the aggregate amount of actual Allocated
            Costs and actual Direct Costs attributable to such Discontinued
            Service that have been allocated or billed to RECEIVING PARTY from
            January of the fiscal year in which the service is terminated or
            discontinued through the calendar month immediately preceding the
            date of such termination or discontinuation, plus (II) the pro rata
            portion of any

                                       27


            increase that would be attributable to the Discontinued Service and
            related Adjustment Amount from any increase in FIS' consolidated
            annual revenues pursuant to Section 3.1(c)(iii)(B)(II) of this
            Agreement; and, for all subsequent years, shall equal the Annualized
            Cost plus the pro rata portion of any increase that would be
            attributable to the Discontinued Service and related Adjustment
            Amount from any increase in FIS' consolidated annual revenues
            pursuant to Section 3.1(c)(iii)(B)(II) of this Agreement;

      it being understood that the parties will jointly review the proposed
      Adjustment Amount so calculated and, in the event that either party
      believes such Adjustment Amount is not appropriate, make reasonable best
      efforts to agree upon an appropriate Adjustment Amount. In the event that
      no agreement can be reached, the Adjustment Amount calculated pursuant to
      subparagraphs (i) or (ii) above will stand.

                                       28

                                                                   EXHIBIT 10.11
                                                                        NOVATION

                      REVERSE CORPORATE SERVICES AGREEMENT

      This Corporate Services Agreement (this "Agreement") is effective as of
___________________, 2005 (the "Effective Date"), by and between FIDELITY
NATIONAL TITLE GROUP, INC., a Delaware corporation ("FNT" or "RECEIVING PARTY"),
and FIDELITY NATIONAL INFORMATION SERVICES, INC., a Delaware corporation ("FIS"
or "PROVIDING PARTY"). FNT and FIS shall be referred to together in this
Agreement as the "Parties" and individually as a "Party."

      WHEREAS, FIS previously entered into a certain Stock Purchase Agreement,
dated as of December 23, 2004 (the "Stock Purchase Agreement"), with Fidelity
National Financial, Inc., a Delaware corporation ("FNF"), pursuant to which
certain purchasers (the "Purchasers") purchased from FIS 50,000,000 shares of
FIS' common stock, subject to the terms and conditions of the Stock Purchase
Agreement; and

      WHEREAS, a condition to the closing of the transactions contemplated by
the Stock Purchase Agreement required that FIS and FNF enter into certain
Intercompany Agreements (as defined in the Stock Purchase Agreement), and that
the form and substance of such Intercompany Agreements be satisfactory to the
Parties and the representatives of the Purchasers; and

      WHEREAS, pursuant to the requirements in the Stock Purchase Agreement, FIS
previously entered into a Reverse Corporate Services Agreement dated as of March
4, 2005 (the "FNF Agreement") with FNF, as the parent company of FNT and its
subsidiaries, for the provision of certain corporate services, as more fully
described herein; and

      WHEREAS, pursuant to an Assignment and Assumption Agreement of even date
herewith between FNF and FNT, FNT has assumed, with the consent of FIS, all of
FNF's rights and obligations under the FNF Agreement; and

      WHEREAS, FIS and FNT wish to enter into a novation of the rights and
obligations under the FNF Agreement, as assumed by and assigned to FNT, so that
FNT is the clear party in interest with respect to the corporate services to be
provided by FIS, as more particularly described herein;

      NOW THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:

                                   ARTICLE I
                               CORPORATE SERVICES

      1.1 Corporate Services. This Agreement sets forth the terms and conditions
for the provision by PROVIDING PARTY to RECEIVING PARTY of various corporate
services and products, as more fully described below and in Schedule 1.1(a)
attached hereto (the Scheduled

                                       1


Services, the Omitted Services, the Resumed Services and Special Projects (as
defined below), collectively, the "Corporate Services").

            (a) PROVIDING PARTY, through its Subsidiaries (as defined below) and
their respective employees, agents or contractors, shall provide or cause to be
provided to RECEIVING PARTY and its Subsidiaries, and at the request of
RECEIVING PARTY, to FNF and its Subsidiaries (excluding for these purposes FIS
and all of its Subsidiaries), all services set forth on Schedule 1.1(a) (the
"Scheduled Services") on and after the Effective Date (with such services to be
provided to the RECEIVING PARTY's Subsidiaries as they become Subsidiaries of
RECEIVING PARTY, and to FNF's Subsidiaries as they become Subsidiaries of FNF,
in each case subject to the exception in clause (ii) of Section 1.2(a)).
RECEIVING PARTY shall pay fees to PROVIDING PARTY for providing the Scheduled
Services or causing the Scheduled Services to be provided as set forth in
Schedule 1.1(a). "Subsidiary" means, with respect to any person, any corporation
or other legal entity of which such person controls or owns, directly or
indirectly, more than fifty percent (50%) of the stock or other equity interest
entitled to vote on the election of the members to the board of directors or
similar governing body. For purposes of this Agreement, the use of the term
"RECEVING PARTY and its Subsidiaries" or "RECEIVING PARTY or its Subsidiaries",
and terms of similar import, shall be deemed to include FNF and its Subsidiaries
(excluding for these purposes FIS and all of its Subsidiaries), so that FNF and
its Subsidiaries (other than FIS and its Subsidiaries) are able to receive
services hereunder from PROVIDING PARTY, as requested by FNF and the RECEIVING
PARTY.

            (b) PROVIDING PARTY, through its Subsidiaries and their respective
employees, agents or contractors, shall provide or cause to be provided to
RECEIVING PARTY and its Subsidiaries all services that PROVIDING PARTY was
performing for RECEIVING PARTY and its Subsidiaries as of the Effective Date
that pertain to and are a part of Scheduled Services under Section 1.1(a) (with
such services to be provided to the RECEIVING PARTY's Subsidiaries as they
become Subsidiaries of RECEIVING PARTY, and to FNF's Subsidiaries as they become
Subsidiaries of FNF, subject to the exception in clause (ii) of Section 1.2(a)),
which are not expressly included in the list of Scheduled Services in Schedule
1.1(a), but are required to conduct the business of RECEIVING PARTY and its
Subsidiaries (the "Omitted Services"), unless RECEIVING PARTY consents in
writing to the termination of such services. Such Omitted Services shall be
added to Schedule 1.1(a) and thereby become Scheduled Services, as soon as
reasonably practicable after the Effective Date by the Parties. In the event
that RECEIVING PARTY or its Subsidiaries had been allocated charges or otherwise
paid PROVIDING PARTY or its Subsidiaries for such Omitted Services immediately
prior to the Effective Date, RECEIVING PARTY shall pay to PROVIDING PARTY for
providing the Omitted Services or causing the Omitted Services to be provided
hereunder fees equal to the actual fees paid for such Omitted Services
immediately preceding the Effective Date; provided, that payment of such fees by
the RECEIVING PARTY for the Omitted Services provided hereunder shall be
retroactive to the first day of the calendar quarter in which either Party
identifies such services as Omitted Services, but in no event shall RECEIVING
PARTY be required to pay for any Omitted Services provided hereunder by the
PROVIDING PARTY or its Subsidiaries prior to the Effective Date. In the event
that RECEIVING PARTY or its Subsidiaries had not been allocated charges or
otherwise paid PROVIDING PARTY or its Subsidiaries for such Omitted Services
immediately prior to the Effective Date, the Parties shall negotiate in good
faith a fee to be based on the cost of providing such Omitted Services, which

                                       2


shall in no event be less than the Default Fee (as defined below); provided,
that payment of such fees by the RECEIVING PARTY for the Omitted Services
provided hereunder by the RECEIVING PARTY shall be retroactive to the first day
of the calendar quarter in which either the Party identifies such services as
Omitted Services, but in no event shall RECEIVING PARTY be required to pay for
any such Omitted Services provided hereunder by the PROVIDING PARTY or its
Subsidiaries prior to the Effective Date. The "Default Fee" means an amount
equal to one hundred fifty percent (150%) of the salary of each full-time
employee, on an hourly basis, who provides the applicable Corporate Service or
Transition Assistance (as defined in Section 2.3).

            (c) At RECEIVING PARTY's written request, PROVIDING PARTY, through
its Subsidiaries and their respective employees, agents or contractors, shall
use commercially reasonable efforts to provide or cause to be provided to
RECEIVING PARTY and its Subsidiaries any Scheduled Service that has been
terminated at RECEIVING PARTY's request pursuant to Section 2.2 (the "Resumed
Services"); provided, that PROVIDING PARTY shall have no obligation to provide a
Resumed Service if providing such Resumed Service will have a material adverse
impact on the other Corporate Services. Schedule 1.1(a) shall from time to time
be amended to reflect the resumption of a Resumed Service and the Resumed
Service shall be set forth thereon as a Scheduled Service.

            (d) At RECEIVING PARTY's written request, PROVIDING PARTY, through
its Subsidiaries and their respective employees, agents or contractors, shall
use commercially reasonable efforts to provide additional corporate services
that are not described in the Schedule 1.1(a) and that are neither Omitted
Services nor Resumed Services ("Special Projects"). RECEIVING PARTY shall submit
a written request to PROVIDING PARTY specifying the nature of the Special
Project and requesting an estimate of the costs applicable for such Special
Project and the expected time frame for completion. PROVIDING PARTY shall
respond promptly to such written request, but in no event later than twenty (20)
days, with a written estimate of the cost of providing such Special Project and
the expected time frame for completion (the "Cost Estimate"). If RECEIVING PARTY
provides written approval of the Cost Estimate within ten (10) days after
PROVIDING PARTY delivers the Cost Estimate, then within a commercially
reasonable time after receipt of RECEIVING PARTY's written request, PROVIDING
PARTY shall begin providing the Special Project; provided, that PROVIDING PARTY
shall have no obligation to provide a Special Project where, in its reasonable
discretion and prior to providing the Cost Estimate, it has determined and
notified RECEIVING PARTY in writing that (i) it would not be feasible to provide
such Special Project, given reasonable priority to other demands on its
resources and capacity both under this Agreement or otherwise or (ii) it lacks
the experience or qualifications to provide such Special Project.

      1.2 Provision of Corporate Services; Excused Performance.

            (a) To the extent commercially reasonable, the Parties will work
together and begin the process of migrating the Corporate Services from
PROVIDING PARTY to RECEIVING PARTY or one or more of its Subsidiaries or a third
party (at RECEIVING PARTY's direction) such that the completion of the migration
of the Corporate Services from PROVIDING PARTY to RECEIVING PARTY or one or more
of its Subsidiaries or a third party, as the case may be, shall occur prior to
the end of the Term. PROVIDING PARTY shall

                                       3


provide or cause to be provided each of the Corporate Services through the
expiration of the Term, except (i) as automatically modified by earlier
termination of a Corporate Service by RECEIVING PARTY in accordance with this
Agreement, (ii) for Corporate Services to or for the benefit of any entity which
ceases to be a Subsidiary of RECEIVING PARTY (or, if applicable, a Subsidiary of
FNF (other than FIS and its Subsidiaries) prior to the end of the Term, or (iii)
as otherwise agreed to by the Parties in writing.

            (b) All obligations of PROVIDING PARTY with respect to any one or
more individual Corporate Services or Transition Assistance under this Agreement
shall be excused to the extent and only for so long as a failure by PROVIDING
PARTY with respect thereto is directly attributable to and caused specifically
by a failure by RECEIVING PARTY or any of its Subsidiaries to meet their
obligations (including any performance) under any other Intercompany Agreement
(as defined in the Stock Purchase Agreement) or under the Master Information
Technology Services Agreement dated as of _____________, 2005 by and between
Fidelity Information Services, Inc. and FNT (as novated pursuant to the
Assignment and Assumption Agreement dated as of __________, 2005 between FNT and
Fidelity National Financial, Inc.).

      1.3 Third Party Vendors; Consents.

            (a) PROVIDING PARTY shall use its commercially reasonable efforts to
keep and maintain in effect its relationships with its vendors that are integral
to the provision of the Corporate Services. PROVIDING PARTY shall use
commercially reasonable efforts to procure any waivers, permits, consents or
sublicenses required by third party licensors, vendors or service providers
under existing agreements with such third parties in order to provide any
Corporate Services hereunder ("Third Party Consents"). In the event that
PROVIDING PARTY is unable to procure such Third Party Consents on commercially
reasonable terms, PROVIDING PARTY agrees to so notify RECEIVING PARTY, and to
assist RECEIVING PARTY with the transition to another vendor. If, after the
Effective Date, any one or more vendors (i) terminates its contractual
relationship with PROVIDING PARTY or ceases to provide the products or services
associated with the Corporate Services or (ii) notifies PROVIDING PARTY of its
desire or plan to terminate its contractual relationship with PROVIDING PARTY or
(iii) ceases providing the products or services associated with the Corporate
Services, then, in either case, PROVIDING PARTY agrees to so notify RECEIVING
PARTY, and to assist RECEIVING PARTY with the transition to another vendor so
that RECEIVING PARTY may continue to receive similar products and services.

            (b) PROVIDING PARTY shall not be required to transfer or assign to
RECEIVING PARTY any third party software licenses or any hardware owned by
PROVIDING PARTY or its Subsidiaries in connection with the provision of the
Corporate Services or at the conclusion of the Term.

      1.4 Dispute Resolution.

            (a) Amicable Resolution. PROVIDING PARTY and RECEIVING PARTY
mutually desire that friendly collaboration will continue between them.
Accordingly, they will try to resolve in an amicable manner all disagreements
and misunderstandings connected with their respective rights and obligations
under this Agreement, including any amendments hereto.

                                       4


In furtherance thereof, in the event of any dispute or disagreement (a
"Dispute") between PROVIDING PARTY and RECEIVING PARTY in connection with this
Agreement (including, without limitation, the standards of performance, delay of
performance or non-performance of obligations, or payment or non-payment of fees
hereunder), then the Dispute, upon written request of either Party, will be
referred for resolution to the president (or similar position) of the division
implicated by the matter for each of PROVIDING PARTY and RECEIVING PARTY, which
presidents will have fifteen (15) days to resolve such Dispute. If the
presidents of the relevant divisions for each of PROVIDING PARTY and RECEIVING
PARTY do not agree to a resolution of such Dispute within fifteen (15) days
after the reference of the matter to them, such presidents of the relevant
divisions will refer such matter to the president of each of PROVIDING PARTY and
RECEIVING PARTY for final resolution. Notwithstanding anything to the contrary
in this Section 1.4, any amendment to the terms of this Agreement may only be
effected in accordance with Section 11.10.

            (b) Arbitration. In the event that the Dispute is not resolved in a
friendly manner as set forth in Section 1.4(a), either Party involved in the
Dispute may submit the dispute to binding arbitration pursuant to this Section
1.4(b). All Disputes submitted to arbitration pursuant to this Section 1.4(b)
shall be resolved in accordance with the Commercial Arbitration Rules of the
American Arbitration Association, unless the Parties involved mutually agree to
utilize an alternate set of rules, in which event all references herein to the
American Arbitration Association shall be deemed modified accordingly. Expedited
rules shall apply regardless of the amount at issue. Arbitration proceedings
hereunder may be initiated by either Party making a written request to the
American Arbitration Association, together with any appropriate filing fee, at
the office of the American Arbitration Association in Orlando, Florida. All
arbitration proceedings shall be held in the city of Jacksonville, Florida in a
location to be specified by the arbitrators (or any place agreed to by the
Parties and the arbitrators). The arbitration shall be by a single qualified
arbitrator experienced in the matters at issue, such arbitrator to be mutually
agreed upon by PROVIDING PARTY and RECEIVING PARTY. If PROVIDING PARTY and
RECEIVING PARTY fail to agree on an arbitrator within thirty (30) days after
notice of commencement of arbitration, the American Arbitration Association
shall, upon the request of any Party to the Dispute, appoint the arbitrator. Any
order or determination of the arbitral tribunal shall be final and binding upon
the Parties to the arbitration as to matters submitted and may be enforced by
any Party to the Dispute in any court having jurisdiction over the subject
matter or over any of the Parties. All costs and expenses incurred in connection
with any such arbitration proceeding (including reasonable attorneys' fees)
shall be borne by the Party incurring such costs. The use of any alternative
dispute resolution procedures hereunder will not be construed under the
doctrines of laches, waiver or estoppel to affect adversely the rights of either
Party.

            (c) Non-Exclusive Remedy. Nothing in this Section 1.4 will prevent
either PROVIDING PARTY or RECEIVING PARTY from immediately seeking injunctive or
interim relief in the event (i) of any actual or threatened breach of any of the
provisions of Article VIII or (ii) that the Dispute relates to, or involves a
claim of, actual or threatened infringement of intellectual property. All such
actions for injunctive or interim relief shall be brought in a court of
competent jurisdiction in accordance with Section 11.6. Such remedy shall not be
deemed to be the exclusive remedy for breach of this Agreement, and further
remedies may be pursued in accordance with Section 1.4(a) and Section 1.4(b)
above.

                                       5


            (d) Commencement of Dispute Resolution Procedure. Notwithstanding
anything to the contrary in this Agreement, PROVIDING PARTY and RECEIVING PARTY,
but none of their respective Subsidiaries or affiliates, are entitled to
commence a dispute resolution procedure under this Agreement, whether pursuant
to Article XI, this Section 1.4 or otherwise, and each Party will cause its
respective affiliates not to commence any dispute resolution procedure other
than through such Party as provided in this Section 1.4(d).

            (e) Compensation. RECEIVING PARTY shall continue to make all
payments due and owing under Article III for Corporate Services not the subject
of a Dispute and shall not off-set such fees by the amount of fees for Corporate
Services that are the subject of the Dispute.

            1.5 Standard of Services.

            (a) PROVIDING PARTY shall perform the Corporate Services for
RECEIVING PARTY in a professional and competent manner, using standards of
performance consistent with its performance of such services for itself.

            (b) During the Term, PROVIDING PARTY shall maintain a disaster
recovery program for the Corporate Services substantially consistent with the
disaster recovery program in place for such Corporate Services as of the
Effective Date. For the avoidance of doubt, the disaster recovery program
maintained by PROVIDING PARTY will not include a business continuity program.

            (c) If RECEIVING PARTY provides PROVIDING PARTY with written notice
("Shortfall Notice") of the occurrence of any Significant Service Shortfall (as
defined below), as determined by RECEIVING PARTY in good faith, PROVIDING PARTY
shall rectify such Significant Service Shortfall as soon as reasonably possible.
For purposes of this Section 1.5(c), a "Significant Service Shortfall" shall be
deemed to have occurred if the timing or quality of performance of Corporate
Services provided by PROVIDING PARTY hereunder falls below the standard required
by Section 1.5(a) hereof; provided that PROVIDING PARTY's obligations under this
Agreement shall be relieved to the extent, and for the duration of, any force
majeure event as set forth in Article V.

      1.6 Response Time. PROVIDING PARTY shall respond to and resolve any
problems in connection with the Corporate Services for RECEIVING PARTY within a
commercially reasonable period of time, using response and proposed resolution
times consistent with its response and resolution of such problems for itself.

      1.7 Ownership of Materials; Results and Proceeds. All data and information
submitted to PROVIDING PARTY by RECEIVING PARTY, in connection with the
Corporate Services or the Transition Assistance (as defined in Section 2.3) (the
"RECEIVING PARTY Data"), and all results and proceeds of the Corporate Services
and the Transition Assistance with regard to the RECEIVING PARTY Data, is and
will remain, as between the Parties, the property of the RECEIVING PARTY. The
PROVIDING PARTY shall not and shall not permit its Subsidiaries to use the
RECEIVING PARTY Data for any purpose other than to provide the Corporate
Services or Transition Assistance.

                                       6


                                   ARTICLE II
                         TERM AND TRANSITION ASSISTANCE

      2.1 Term. The term (the "Term") of this Agreement shall commence as of the
date hereof and shall continue until the date on which the last of the Scheduled
Services under this Agreement is terminated or the date on which this Agreement
is terminated by mutual agreement of the Parties, whichever is earlier (in
either case, the "Termination Date"); provided, however, that in no event shall
the Term:

            (a) expire later than the date that is six (6) months after (i) any
Sale of FIS (as defined below) or any IPO (as defined below) or (ii) the
exercise by the Sponsor Group (as defined in the Stockholders Agreement
hereinafter defined) of exchange rights under Section 4.2 of the Stockholders
Agreement, or

            (b) continue, with respect to any entity that ceases to be a
Subsidiary of RECEIVING PARTY (or in the case of FNF, a Subsidiary of FNF) prior
to the end of the Term, from and after the date that such entity ceases to be a
Subsidiary of RECEIVING PARTY (or in the case of FNF, a Subsidiary of FNF).

For purposes of this Agreement, (i) the term "Sale of FIS" means an acquisition
by any Person (within the meaning of Section 3(a)(9) of the Securities and
Exchange Act of 1934, as amended (the "Exchange Act") and used in Sections 13(d)
and 14(d) thereof ("Person")) of Beneficial Ownership (within the meaning of
Rule 13d-3 under the Exchange Act ("Beneficial Ownership")) of 50% or more of
either the then outstanding shares of FIS common stock (the "Outstanding FIS
Common Stock") or the combined voting power of the then outstanding voting
securities of FIS entitled to vote generally in the election of directors (the
"Outstanding FIS Voting Securities"); excluding, however, the following: (A) any
acquisition directly from FIS, other than an acquisition by virtue of the
exercise of a conversion privilege unless the security being so converted was
itself acquired directly from FIS, (B) any acquisition by any employee benefit
plan (or related trust) sponsored or maintained by FIS or a member of the FIS
Group, or (C) any acquisition of Outstanding FIS Common Stock by one or more
Subsidiaries of RECEIVING PARTY or of FNF; (ii) the term "IPO" means an offering
and sale to the public of any shares or equity securities of FIS or any of its
Subsidiaries pursuant to a registration statement in the United States; and
(iii) the term "Stockholders Agreement" means that certain Stockholders
Agreement to be dated on or about March 9, 2005 by and among RECEIVING PARTY and
the holders of its common stock.

      2.2 Termination.

            (a) If RECEIVING PARTY is not able to complete its transition of the
Corporate Services by the Termination Date, then upon written notice provided to
PROVIDING PARTY at least thirty (30) days prior to the Termination Date,
RECEIVING PARTY shall have the right to request and cause PROVIDING PARTY to
provide up to thirty (30) days of additional Corporate Services to RECEIVING
PARTY; provided, that RECEIVING PARTY shall pay for all such additional
Corporate Services.

                                       7


            (b) If RECEIVING PARTY wishes to terminate a Corporate Service (or a
portion thereof) on a date that is earlier than the Termination Date, RECEIVING
PARTY shall provide written notice (the "Termination Notice") to PROVIDING PARTY
of a proposed termination date for such Corporate Service (or portion thereof),
at least ninety (90) days prior to such proposed termination date. Upon receipt
of such notice, PROVIDING PARTY shall promptly provide notice to RECEIVING PARTY
(the "Termination Dispute Notice") in the event that the PROVIDING PARTY
believes in good faith that, notwithstanding the PROVIDING PARTY using its
commercially reasonable efforts, the requested termination will have a material
adverse impact on other Corporate Services and the scope of such adverse impact.
In such event, the Parties will resolve the dispute in accordance with Section
1.4. If PROVIDING PARTY does not provide the Termination Dispute Notice, based
on the standards set forth above, within ten (10) days of the date on which the
Termination Notice was received, then, effective on the termination date
proposed by RECEIVING PARTY in its Termination Notice, such Corporate Service
(or portion thereof) shall be discontinued (thereafter, a "Discontinued
Corporate Service") and deemed deleted from the Scheduled Services to be
provided hereunder and thereafter, this Agreement shall be of no further force
and effect with respect to the Discontinued Corporate Service (or portion
thereof), except as to obligations accrued prior to the date of discontinuation
of such Corporate Service (or portion thereof). Upon the occurrence of any
Discontinued Corporate Service, the Parties shall promptly update Schedule
1.1(a) to reflect the discontinuation, and the Corporate Service Fees shall be
adjusted in accordance therewith and the provisions of Article III.
Notwithstanding anything to the contrary contained herein, at any time that
employees of FIS move to a department within FNT or FNF (an "Employee Shift"), a
proportional portion of the relevant Corporate Service shall be deemed
automatically terminated. If a Corporate Service, or portion thereof, is
terminated as a result of an Employee Shift, then such termination shall take
effect as of the date of the Employee Shift, and the adjustment in Corporate
Service Fees shall also take effect as of the date of the Employee Shift.

            (c) If all Corporate Services shall have been terminated under this
Section 2.2 prior to the expiration of the Term, then either Party shall have
the right to terminate this Agreement by giving written notice to the other
Party, which termination shall be effective upon delivery as provided in Section
6.1.

      2.3 Transition Assistance. In preparation for the discontinuation of any
Corporate Service provided under this Agreement, PROVIDING PARTY shall,
consistent with its obligations to provide Corporate Services hereunder and with
the cooperation and assistance of RECEIVING PARTY, use commercially reasonable
efforts to provide such knowledge transfer services and to take such steps as
are reasonably required in order to facilitate a smooth and efficient transition
and/or migration of records to the RECEIVING PARTY or its Subsidiaries (or at
RECEIVING PARTY's direction, to a third party) and responsibilities so as to
minimize any disruption of services ("Transition Assistance"). RECEIVING PARTY
shall cooperate with PROVIDING PARTY to allow PROVIDING PARTY to complete the
Transition Assistance as early as is commercially reasonable to do so. Fees for
any Transition Assistance shall be determined in accordance with the calculation
formula and methods applicable to the Scheduled Services that are most similar
in nature to the Transition Assistance being so provided, as set forth on the
applicable section of Schedule 1.1(a).

                                       8


      2.4 Return of Materials. As a Corporate Service or Transition Assistance
is terminated, each Party will return all materials and property owned by the
other Party, including, without limitation, all RECEIVING PARTY Data, if any,
and materials and property of a proprietary nature involving a Party or its
Subsidiaries (or, if applicable, in the case of RECEIVING PARTY, FNF or its
Subsidiaries) relevant to the provision or receipt of that Corporate Service or
Transition Assistance and no longer needed regarding the performance of other
Corporate Services or other Transition Assistance under this Agreement, and will
do so (and will cause its Subsidiaries and if applicable, its affiliates to do
so) within thirty (30) days after the applicable termination. Upon the end of
the Term, each Party will return all material and property of a proprietary
nature involving the other Party or its Subsidiaries (or, if applicable, its
affiliates), in its possession or control (or the possession or control of an
affiliate) within thirty (30) days after the end of the Term. In addition, upon
RECEIVING PARTY's request, PROVIDING PARTY agrees to provide to RECEIVING PARTY
copies of RECEIVING PARTY's Data, files and records on magnetic media, or such
other media as the Parties shall agree upon, to the extent practicable.
PROVIDING PARTY may retain archival copies of RECEIVING PARTY's Data, files and
records.

                                   ARTICLE III
               COMPENSATION AND PAYMENT ARRANGEMENTS FOR CORPORATE
                          SERVICES AND CORPORATE MARKS

      3.1 Compensation for Corporate Services.

            (a) In accordance with the payment terms described in Section 3.2
below, RECEIVING PARTY agrees to timely pay PROVIDING PARTY, as compensation for
the Corporate Services provided hereunder, all fees as contemplated in Section
1.1 (the "Corporate Service Fees") and in Section 2.3 (the "Transition
Assistance Fees").

            (b) Without limiting the foregoing, the parties acknowledge that
RECEIVING PARTY is also obligated to pay, or reimburse PROVIDING PARTY for its
payment of, all Out of Pocket Costs (as defined below); provided, however, that
the incurrence of any liability by RECEIVING PARTY or any of its Subsidiaries
for any New Out of Pocket Cost (as defined below) that requires the payment by
RECEIVING PARTY or one of its Subsidiaries of more than $50,000, on an
annualized basis, shall require the prior written approval of a full-time
employee of RECEIVING PARTY or one of its Subsidiaries. For purposes hereof, the
term "Out of Pocket Costs" means all fees, costs or other expenses payable by
RECEIVING PARTY or its Subsidiaries to third parties that are not affiliates of
PROVIDING PARTY in connection with Services provided hereunder; and "New Out of
Pocket Cost" means any Out of Pocket Cost incurred after the Effective Date that
is not a continuation of services provided to FNT or its Subsidiaries, or to FNF
or its Subsidiaries, in the ordinary course of business consistent with past
practices and for which RECEIVING PARTY had paid or reimbursed a portion thereof
prior to the Effective Date.

      3.2 Payment Terms. The PROVIDING PARTY shall invoice the RECEIVING PARTY
on a monthly basis in arrears for Corporate Service Fees, plus the Transition
Assistance Fees, as calculated in accordance with Section 3.1 and Schedule
1.1(a). In addition, the PROVIDING PARTY shall promptly notify the RECEIVING
PARTY, no more frequently than

                                       9


monthly, of the aggregate amount of Out of Pocket Costs to be reimbursed or
paid. The RECEIVING PARTY shall pay by electronic funds transfer or other method
satisfactory to PROVIDING PARTY and RECEIVING PARTY, in full, the monthly amount
so invoiced and the Out of Pocket Costs incurred, within thirty (30) days after
the date on which the PROVIDING PARTY's monthly invoice or notification of Out
of Pocket Costs, as the case may be, was received. All invoices shall include,
without limitation, the category of applicable Corporate Service or Transition
Assistance Service (as the case may be), a brief description of the Out of
Pocket Costs (if applicable), the billing period, and such other information as
RECEIVING PARTY may reasonably request. Should RECEIVING PARTY dispute any
portion of the amount due on any invoice or require any adjustment to an
invoiced amount, or dispute any Out of Pocket Costs for which it received
notification, then RECEIVING PARTY shall notify PROVIDING PARTY in writing of
the nature and basis of the dispute and/or adjustment as soon as reasonably
possible using, if necessary, the dispute resolution procedures set forth in
Section 1.4. The Parties shall use their reasonable best efforts to resolve the
dispute prior to the payment due date.

      3.3 Audit Rights. Upon reasonable advance notice from RECEIVING PARTY,
PROVIDING PARTY shall permit RECEIVING PARTY to perform annual audits of
PROVIDING PARTY's records only with respect to amounts invoiced and Out of
Pocket Costs invoiced pursuant to this Article III. Such audits shall be
conducted during PROVIDING PARTY's regular office hours and without disruption
to PROVIDING PARTY's business operations and shall be performed at RECEIVING
PARTY's sole expense.

                                   ARTICLE IV
                             LIMITATION OF LIABILITY

      4.1 LIMITATION OF LIABILITY. THE LIABILITY OF EITHER PARTY FOR A CLAIM
ASSERTED BY THE OTHER PARTY BASED ON BREACH OF ANY COVENANT, AGREEMENT OR
UNDERTAKING REQUIRED BY THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE
FEES PAYABLE BY RECEIVING PARTY TO PROVIDING PARTY DURING THE ONE (1) YEAR
PERIOD PRECEDING THE BREACH FOR THE PARTICULAR CORPORATE SERVICE AFFECTED BY
SUCH BREACH UNDER THIS AGREEMENT; PROVIDED, THAT SUCH LIMITATION SHALL NOT APPLY
IN RESPECT OF ANY CLAIMS BASED ON A PARTY'S (i) GROSS NEGLIGENCE, (ii) WILLFUL
MISCONDUCT, (iii) IMPROPER USE OR DISCLOSURE OF CUSTOMER INFORMATION, (iv)
VIOLATIONS OF LAW OR (v) INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF A
PERSON OR ENTITY WHO IS NOT A PARTY HERETO OR THE SUBSIDIARY OF A PARTY HERETO
(OR, IN THE CASE OF THE RECEIVING PARTY, FNF OR A SUBSIDIARY OF FNF).

      4.2 DAMAGES. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGE OF ANY KIND WHATSOEVER; PROVIDED,
HOWEVER, THAT TO THE EXTENT AN INDEMNIFIED PARTY UNDER ARTICLE X IS REQUIRED TO
PAY ANY SPECIAL, INCIDENTAL, INDIRECT, COLLATERAL, CONSEQUENTIAL OR PUNITIVE
DAMAGES OR LOST PROFITS TO A PERSON OR ENTITY WHO IS NOT A PARTY OR A SUBSIDIARY
OF THE INDEMNIFIED PARTY (OR IN THE CASE OF THE RECEIVING PARTY, FNF OR A

                                       10


SUBSIDIARY OF FNF) IN CONNECTION WITH A THIRD PARTY CLAIM, SUCH DAMAGES WILL
CONSTITUTE DIRECT DAMAGES AND WILL NOT BE SUBJECT TO THE LIMITATION SET FORTH IN
THIS ARTICLE IV.

                                    ARTICLE V
                                  FORCE MAJEURE

      Neither Party shall be held liable for any delay or failure in performance
of any part of this Agreement from any cause beyond its reasonable control and
without its fault or negligence, including, but not limited to, acts of God,
acts of civil or military authority, embargoes, epidemics, war, terrorist acts,
riots, insurrections, fires, explosions, earthquakes, hurricanes, tornadoes,
nuclear accidents, floods, strikes, terrorism and power blackouts. Upon the
occurrence of a condition described in this Article, the Party whose performance
is prevented shall give written notice to the other Party, and the Parties shall
promptly confer, in good faith, to agree upon equitable, reasonable action to
minimize the impact, on both Parties, of such conditions.

                                   ARTICLE VI
                               NOTICES AND DEMANDS

      6.1 Notices. Except as otherwise provided under this Agreement (including
Schedule 1.1(a)), all notices, demands or requests which may be given by any
Party to the other Party shall be in writing and shall be deemed to have been
duly given on the date delivered in person, or sent via telefax, or on the next
business day if sent by overnight courier, or on the date of the third business
day after deposit, postage prepaid, in the United States Mail via Certified Mail
return receipt requested, and addressed as set forth below:

      If to RECEIVING PARTY, to:

      Fidelity National Title Group, Inc.
      601 Riverside Avenue
      Jacksonville, Florida 32204
      Attention: General Counsel

      If to PROVIDING PARTY, to:

      Fidelity National Information Services, Inc.
      601 Riverside Avenue
      Jacksonville, Florida 32204
      Attention: General Counsel

                                       11


prior to the Sale of FIS (unless such sale is to THL, TPG or their affiliates)
or any IPO, with copies to:

      Thomas H. Lee Partners, L.P.
      100 Federal Street
      Boston, MA 02110
      Attention: Thomas M.  Hagerty and Seth Lawry
      Facsimile: (617) 227-5514
      and
      Texas Pacific Group
      345 California Street, Suite 3300
      San Francisco, CA 94104
      Attention: Jonathan Coslet and Marshall Haines
      Facsimile: (415) 743-1501

The address to which such notices, demands, requests, elections or other
communications are to be given by either Party may be changed by written notice
given by such Party to the other Party pursuant to Section 6.1 and this Section
6.2.

                                  ARTICLE VII
                                    REMEDIES

      7.1 Remedies Upon Material Breach. In the event of material breach of any
provision of this Agreement by a Party, the non-defaulting Party shall give the
defaulting Party written notice, and:

            (a) If such breach is for RECEIVING PARTY's non-payment of an amount
that is not in dispute, the defaulting Party shall cure the breach within thirty
(30) calendar days of such notice. If the defaulting Party does not cure such
breach by such date, then the defaulting Party shall pay the non-defaulting
Party the undisputed amount, any interest that has accrued hereunder through the
expiration of the cure period plus an additional amount of interest equal to
four percent (4%) per annum above the "prime rate" as announced in the most
recent edition of the Wall Street Journal. The Parties agree that this rate of
interest constitutes reasonable liquidated damages and not an unenforceable
penalty.

            (b) If such breach is for any other material failure to perform in
accordance with this Agreement, the defaulting Party shall cure such breach
within thirty (30) calendar days of the date of such notice. If the defaulting
Party does not cure such breach within such period, then the defaulting Party
shall pay the non-defaulting Party all of the non-defaulting Party's actual
damages, subject to Article IV above.

      7.2 Survival Upon Expiration or Termination. The provisions of Section 1.4
(Dispute Resolution), Section 2.4 (Return of Materials), Article IV (Limitation
of Liability), Article VI (Notices and Demands), this Section 7.2, Article VIII
(Confidentiality), Article X (Indemnification) and Article XI (Miscellaneous)
shall survive the termination or expiration of this Agreement unless otherwise
agreed to in writing by both Parties.

                                       12


                                  ARTICLE VIII
                                 CONFIDENTIALITY

      8.1 Confidential Information. Each Party shall use at least the same
standard of care in the protection of Confidential Information of the other
Party as it uses to protect its own confidential or proprietary information;
provided that such Confidential Information shall be protected in at least a
reasonable manner. For purposes of this Agreement, "Confidential Information"
includes all confidential or proprietary information and documentation of either
Party, including the terms of this Agreement, including with respect to each
Party, all of its software, data, financial information all reports, exhibits
and other documentation prepared by any of its Subsidiaries or affiliates. Each
Party shall use the Confidential Information of the other Party only in
connection with the purposes of this Agreement and shall make such Confidential
Information available only to its employees, subcontractors, or agents having a
"need to know" with respect to such purpose. Each Party shall advise its
respective employees, subcontractors, and agents of such Party's obligations
under this Agreement. The obligations in this Section 8.1 will not restrict
disclosure by a Party pursuant to applicable law, or by order or request of any
court or government agency; provided, that prior to such disclosure the
receiving Party shall (a) immediately give notice to the disclosing Party, (b)
cooperate with the disclosing Party in challenging the right to such access and
(c) only provide such information as is required by law, such order or a final,
non-appealable ruling of a court of proper jurisdiction Confidential Information
of a Party will not be afforded the protection of this Article VIII if such
Confidential Information was (A) developed by the other Party independently as
shown by its written business records regularly kept, (B) rightfully obtained by
the other Party without restriction from a third party, (C) publicly available
other than through the fault or negligence of the other Party or (D) released by
the disclosing Party without restriction to anyone.

      8.2 Work Product Privilege. RECEIVING PARTY represents and PROVIDING PARTY
acknowledges that, in the course of providing Corporate Services pursuant to
this Agreement, PROVIDING PARTY may have access to (a) documents, data,
databases or communications that are subject to attorney client privilege and/or
(b) privileged work product prepared by or on behalf of the affiliates of
RECEIVING PARTY in anticipation of litigation with third parties (collectively,
the "Privileged Work Product") and RECEIVING PARTY represents and PROVIDING
PARTY understands that all Privileged Work Product is protected from disclosure
by Rule 26 of the Federal Rules of Civil Procedure and the equivalent rules and
regulations under the law chosen to govern the construction of this Agreement.
RECEIVING PARTY represents and PROVIDING PARTY understands the importance of
maintaining the strict confidentiality of the Privileged Work Product to protect
the attorney client privilege, work product doctrine and other privileges and
rights associated with such Privileged Work Product pursuant to such Rule 26 and
the equivalent rules and regulations under the law chosen to govern the
construction of this Agreement. After PROVIDING PARTY is notified or otherwise
becomes aware that documents, data, database, or communications are Privileged
Work Product, only PROVIDING PARTY personnel for whom such access is necessary
for the purposes of providing Services to RECEIVING PARTY as provided in this
Agreement shall have access to such Privileged Work Product. Should PROVIDING
PARTY ever be notified of any judicial or other proceeding seeking to obtain
access to Privileged Work Product, PROVIDING PARTY shall (A) immediately give
notice to RECEIVING PARTY, (B) cooperate with RECEIVING PARTY in challenging the
right to such access and (C) only provide such information as is

                                       13


required by a final, non-appealable ruling of a court of proper jurisdiction.
RECEIVING PARTY shall pay all of the cost incurred by PROVIDING PARTY in
complying with the immediately preceding sentence. RECEIVING PARTY has the right
and duty to represent PROVIDING PARTY in such resistance or to select and
compensate counsel to so represent PROVIDING PARTY or to reimburse PROVIDING
PARTY for reasonable attorneys' fees and expenses as such fees and expenses are
incurred in resisting such access. If PROVIDING PARTY is ultimately required,
pursuant to an order of a court of competent jurisdiction, to produce documents,
disclose data, or otherwise act in contravention of the confidentiality
obligations imposed in this Article VIII, or otherwise with respect to
maintaining the confidentiality, proprietary nature, and secrecy of Privileged
Work Product, PROVIDING PARTY is not liable for breach of such obligation to the
extent such liability does not result from failure of PROVIDING PARTY to abide
by the terms of this Article VIII. All Privileged Work Product is the property
of RECEIVING PARTY and will be deemed Confidential Information, except as
specifically authorized in this Agreement or as shall be required by law.

      8.3 Unauthorized Acts. Each Party shall (a) notify the other Party
promptly of any unauthorized possession, use, or knowledge of any Confidential
Information by any person which shall become known to it, any attempt by any
person to gain possession of Confidential Information without authorization or
any attempt to use or acquire knowledge of any Confidential Information without
authorization (collectively, "Unauthorized Access"), (b) promptly furnish to the
other Party full details of the Unauthorized Access and use reasonable efforts
to assist the other Party in investigating or preventing the reoccurrence of any
Unauthorized Access, (c) cooperate with the other Party in any litigation and
investigation against third parties deemed necessary by such Party to protect
its proprietary rights, and (d) use commercially reasonable efforts to prevent a
reoccurrence of any such Unauthorized Access.

      8.4 Publicity. Except as required by law or national stock exchange rule
or as allowed by any Ancillary Agreement, neither Party shall issue any press
release, distribute any advertising, or make any public announcement or
disclosure (a) identifying the other Party by name, trademark or otherwise or
(b) concerning this Agreement without the other Party's prior written consent.
Notwithstanding the foregoing sentence, in the event either Party is required to
issue a press release relating to this Agreement or any of the transactions
contemplated by this Agreement, or by the laws or regulations of any
governmental authority, agency or self-regulatory agency, such Party shall (A)
give notice and a copy of the proposed press release to the other Party as far
in advance as reasonably possible, but in any event not less than five (5) days
prior to publication of such press release and (B) make any changes to such
press release reasonably requested by the other Party. In addition, RECEIVING
PARTY may communicate the existence of the business relationship contemplated by
the terms of this Agreement internally within PROVIDING PARTY's organization and
orally and in writing communicate PROVIDING PARTY's identity as a reference with
potential and existing customers.

      8.5 Data Privacy. (a) Where, in connection with this Agreement, PROVIDING
PARTY processes or stores information about a living individual that is held in
automatically processable form (for example in a computerized database) or in a
structured manual filing system ("Personal Data"), on behalf of any Subsidiaries
of RECEIVING PARTY (or FNF or its Subsidiaries) or their clients, then PROVIDING
PARTY shall implement appropriate measures to protect those personal data
against accidental or unlawful destruction or accidental loss,

                                       14


alteration, unauthorized disclosure or access and shall use such data solely for
purposes of carrying out its obligations under this Agreement.

            (b) RECEIVING PARTY may instruct PROVIDING PARTY, where PROVIDING
PARTY processes Personal Data on behalf of Subsidiaries of RECEIVING PARTY (or
FNF or its Subsidiaries), to take such steps to preserve data privacy in the
processing of those Personal Data as are reasonably necessary for the
performance of this Agreement.

            (c) Subsidiaries of RECEIVING PARTY (or FNF or its Subsidiaries)
may, in connection with this Agreement, collect Personal Data in relation to
PROVIDING PARTY and PROVIDING PARTY's employees, directors and other officers
involved in providing Corporate Services hereunder. Such Personal Data may be
collected from PROVIDING PARTY, its employees, its directors, its officers, or
from other (for example, published) sources; and some limited personal data may
be collected indirectly at RECEIVING PARTY's, or Subsidiaries of RECEIVING
PARTY's (or FNF's or its Subsidiaries'), locations from monitoring devices or by
other means (e.g., telephone logs, closed circuit TV and door entry systems).
Nothing in this Section 8.5(c) obligates PROVIDING PARTY or PROVIDING PARTY's
employees, directors or other officers to provide Personal Data requested by
RECEIVING PARTY. The Subsidiaries of RECEIVING PARTY (or FNF or its
Subsidiaries, as applicable) may use and disclose any such data disclosed by
PROVIDING PARTY solely for purposes connected with this Agreement and for the
relevant purposes specified in the data privacy policy of the Subsidiary of
RECEIVING PARTY (or of FNF or one of its Subsidiaries, as applicable), a copy of
which is available on request. RECEIVING PARTY will maintain the same level of
protection for Personal Data collected from PROVIDING PARTY (and PROVIDING
PARTY's employees, directors and officers, as appropriate) as RECEIVING PARTY
maintains with its own Personal Data, and will implement appropriate
administrative, physical and technical measures to protect the personal data
collected from PROVIDING PARTY and PROVIDING PARTY's employees, directors and
other officers against accidental or unlawful destruction or accidental loss,
alternation, unauthorized disclosure or access.

                                   ARTICLE IX
                    REPRESENTATIONS, WARRANTIES AND COVENANTS

      EXCEPT FOR THE REPRESENTATIONS, WARRANTIES AND COVENANTS EXPRESSLY MADE IN
THIS AGREEMENT, PROVIDING PARTY HAS NOT MADE AND DOES NOT HEREBY MAKE ANY
EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES OR COVENANTS, STATUTORY OR
OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES OF
MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS. ALL OTHER
REPRESENTATIONS, WARRANTIES, AND COVENANTS, EXPRESS OR IMPLIED, STATUTORY,
COMMON LAW OR OTHERWISE, OF ANY NATURE, INCLUDING WITH RESPECT TO THE WARRANTIES
OF MERCHANTABILITY, QUALITY, QUANTITY, SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE OR THE RESULTS OBTAINED OF THE CONTINUING BUSINESS ARE HEREBY DISCLAIMED
BY PROVIDING PARTY.

                                       15


                                   ARTICLE X
                                INDEMNIFICATION

      10.1 Indemnification.

            (a) Subject to Article IV, RECEIVING PARTY will indemnify, defend
and hold harmless PROVIDING PARTY, each Subsidiary of PROVIDING PARTY, each of
their respective past and present directors, officers, employees, agents,
consultants, advisors, accountants and attorneys ("Representatives"), and each
of their respective successors and assigns (collectively, the "PROVIDING PARTY
Indemnified Parties") from and against any and all Damages (as defined below)
incurred or suffered by the PROVIDING PARTY Indemnified Parties arising or
resulting from the provision of Corporate Services hereunder, which Damages
shall be reduced to the extent of:

                  (i) Damages caused or contributed to by PROVIDING PARTY's
            negligence, willful misconduct or violation or law; or

                  (ii) Damages caused or contributed to by a breach of this
            Agreement by PROVIDING PARTY.

"Damages" means, subject to Article IV hereof, all losses, claims, demands,
damages, liabilities, judgments, dues, penalties, assessments, fines (civil,
criminal or administrative), costs, liens, forfeitures, settlements, fees or
expenses (including reasonable attorneys' fees and expenses and any other
expenses reasonably incurred in connection with investigating, prosecuting or
defending a claim or Action).

            (b) Except as set forth in this Section 10.1(b), PROVIDING PARTY
will have no liability to RECEIVING PARTY for or in connection with any of the
Corporate Services rendered hereunder or for any actions or omissions of
PROVIDING PARTY in connection with the provision of any Corporate Services
hereunder. Subject to the provisions hereof and subject to Article IV, PROVIDING
PARTY will indemnify, defend and hold harmless RECEIVING PARTY, each Subsidiary
of RECEIVING PARTY, FNF, each Subsidiary of FNF (other than FIS and its
Subsidiaries), each of their respective past and present Representatives, and
each of their respective successors and assigns (collectively, the "RECEIVING
PARTY Indemnified Parties") from and against any and all Damages incurred or
suffered by the RECEIVING PARTY Indemnified Parties arising or resulting from
either of the following:

                  (i) any claim that PROVIDING PARTY's use of the software or
            other intellectual property used to provide the Corporate Services
            or Transition Assistance, or any results and proceeds of such
            Corporate Services or Transition Assistance, infringes,
            misappropriates or otherwise violates any United States patent,
            copyright, trademark, trade secret or other intellectual property
            rights; provided, that such intellectual property indemnity shall
            not apply to the extent that any such claim arises out of any
            modification to such software or other intellectual property made by
            RECEIVING PARTY without PROVIDING PARTY's authorization or
            participation, or

                                       16


                  (ii) PROVIDING PARTY's gross negligence, willful misconduct,
            improper use or disclosure of customer information or violations of
            law;

provided, that in each of the cases described in subclauses (i) through (ii)
above, the amount of Damages incurred or sustained by RECEIVING PARTY shall be
reduced to the extent such Damages shall have been caused or contributed to by
any action or omission of RECEIVING PARTY in amounts equal to RECEIVING PARTY's
equitable share of such Damages determined in accordance with its relative
culpability for such Damages or the relative fault of RECEIVING PARTY or its
Subsidiaries.

      10.2 Indemnification Procedures.

            (a) Claim Notice. A Party that seeks indemnity under this Article X
(an "Indemnified Party") will give written notice (a "Claim Notice") to the
Party from whom indemnification is sought (an "Indemnifying Party"), whether the
Damages sought arise from matters solely between the Parties or from Third Party
Claims. The Claim Notice must contain (i) a description and, if known, estimated
amount (the "Claimed Amount") of any Damages incurred or reasonably expected to
be incurred by the Indemnified Party, (ii) a reasonable explanation of the basis
for the Claim Notice to the extent of facts then known by the Indemnified Party,
and (iii) a demand for payment of those Damages. No delay or deficiency on the
part of the Indemnified Party in so notifying the Indemnifying Party will
relieve the Indemnifying Party of any liability for Damages or obligation
hereunder except to the extent of any Damages caused by or arising out of such
failure.

            (b) Response to Notice of Claim. Within thirty (30) days after
delivery of a Claim Notice, the Indemnifying Party will deliver to the
Indemnified Party a written response in which the Indemnifying Party will
either: (i) agree that the Indemnified Party is entitled to receive all of the
Claimed Amount and, in which case, the Indemnifying Party will pay the Claimed
Amount in accordance with a payment and distribution method reasonably
acceptable to the Indemnified Party; or (ii) dispute that the Indemnified Party
is entitled to receive all or any portion of the Claimed Amount, in which case,
the Parties will resort to the dispute resolution procedures set forth in
Section 1.4.

            (c) Contested Claims. In the event that the Indemnifying Party
disputes the Claimed Amount, as soon as practicable but in no event later than
ten (10) days after the receipt of the notice referenced in Section 10.2(b)(ii)
hereof, the Parties will begin the process to resolve the matter in accordance
with the dispute resolution provisions of Section 1.4 hereof. Upon ultimate
resolution thereof, the Parties will take such actions as are reasonably
necessary to comply with such agreement or instructions.

            (d) Third Party Claims.

                  (i) In the event that the Indemnified Party receives notice or
            otherwise learns of the assertion by a person or entity who is not a
            Party hereto or a Subsidiary of a Party hereto (or, in the case of
            RECEIVING PARTY, FNF or one of its Subsidiaries) of any claim or the
            commencement of any action (a "Third-Party Claim") with respect to
            which the Indemnifying Party may be obligated to

                                       17


            provide indemnification under this Article X, the Indemnified Party
            will give written notification to the Indemnifying Party of the
            Third-Party Claim. Such notification will be given within fifteen
            (15) days after receipt by the Indemnified Party of notice of such
            Third-Party Claim, will be accompanied by reasonable supporting
            documentation submitted by such third party (to the extent then in
            the possession of the Indemnified Party) and will describe in
            reasonable detail (to the extent known by the Indemnified Party) the
            facts constituting the basis for such Third-Party Claim and the
            amount of the claimed Damages; provided, however, that no delay or
            deficiency on the part of the Indemnified Party in so notifying the
            Indemnifying Party will relieve the Indemnifying Party of any
            liability for Damages or obligation hereunder except to the extent
            of any Damages caused by or arising out of such failure. Within
            twenty (20) days after delivery of such notification, the
            Indemnifying Party may, upon written notice thereof to the
            Indemnified Party, assume control of the defense of such Third-Party
            Claim with counsel reasonably satisfactory to the Indemnified Party.
            During any period in which the Indemnifying Party has not so assumed
            control of such defense, the Indemnified Party will control such
            defense.

                  (ii) The Party not controlling such defense (the
            "Non-controlling Party") may participate therein at its own expense.

                  (iii) The Party controlling such defense (the "Controlling
            Party") will keep the Non-controlling Party reasonably advised of
            the status of such Third-Party Claim and the defense thereof and
            will consider in good faith recommendations made by the
            Non-controlling Party with respect thereto. The Non-controlling
            Party will furnish the Controlling Party with such Information as it
            may have with respect to such Third-Party Claim (including copies of
            any summons, complaint or other pleading which may have been served
            on such Party and any written claim, demand, invoice, billing or
            other document evidencing or asserting the same) and will otherwise
            cooperate with and assist the Controlling Party in the defense of
            such Third-Party Claim.

                  (iv) The Indemnifying Party will not agree to any settlement
            of, or the entry of any judgment arising from, any such Third-Party
            Claim without the prior written consent of the Indemnified Party,
            which consent will not be unreasonably withheld or delayed;
            provided, however, that the consent of the Indemnified Party will
            not be required if (A) the Indemnifying Party agrees in writing to
            pay any amounts payable pursuant to such settlement or judgment, and
            (B) such settlement or judgment includes a full, complete and
            unconditional release of the Indemnified Party from further
            Liability. The Indemnified Party will not agree to any settlement
            of, or the entry of any judgment arising from, any such Third-Party
            Claim without the prior written consent of the Indemnifying Party,
            which consent will not be unreasonably withheld or delayed.

                                       18


                                   ARTICLE XI
                                  MISCELLANEOUS

      11.1 Relationship of the Parties. The Parties declare and agree that each
Party is engaged in a business that is independent from that of the other Party
and each Party shall perform its obligations as an independent contractor. It is
expressly understood and agreed that RECEIVING PARTY and PROVIDING PARTY are not
partners, and nothing contained herein is intended to create an agency
relationship or a partnership or joint venture with respect to the Corporate
Services. Neither Party is an agent of the other and neither Party has any
authority to represent or bind the other Party as to any matters, except as
authorized herein or in writing by such other Party from time to time.

      11.2 Employees. (a) PROVIDING PARTY shall be solely responsible for
payment of compensation to its employees and, as between the Parties, for its
Subsidiaries' employees and for any injury to them in the course of their
employment. PROVIDING PARTY shall assume full responsibility for payment of all
federal, state and local taxes or contributions imposed or required under
unemployment insurance, social security and income tax laws with respect to such
persons.

            (b) RECEIVING PARTY shall be solely responsible for payment of
compensation to its employees and, as between the Parties, for its Subsidiaries'
employees and for any injury to them in the course of their employment.
RECEIVING PARTY shall assume full responsibility for payment of all federal,
state and local taxes or contributions imposed or required under unemployment
insurance, social security and income tax laws with respect to such persons. FNF
shall be solely responsible for payment of compensation to its employees and, as
between the Parties, for its Subsidiaries' employees and for any injury to them
in the course of their employment. FNF shall assume full responsibility for
payment of all federal, state and local taxes or contributions imposed or
required under unemployment insurance, social security and income tax laws with
respect to such persons. Without limiting the foregoing, RECEIVING PARTY
acknowledges and agrees that, as between the Parties, RECEIVING PARTY shall be
obligated to cause FNF to abide by the terms of this Section 11.2(b) and shall
be liable for any failure by FNF to comply with therewith.

      11.3 Assignment. Neither Party may, in connection with a sale of an asset
to which one or more of the Corporate Services relate, assign, transfer or
convey any right, obligation or duty, in whole or in part, or of any other
interest under this Agreement relating to such Corporate Services without the
prior written consent of the other Party, provided, however, that in the event
of a Sale of FIS (as defined in Section 2.1), FIS may assign its interest in
this Agreement without the prior written consent of FNT. All obligations and
duties of a Party under this Agreement shall be binding on all successors in
interest and permitted assigns of such Party. Each Party may use its
Subsidiaries (and in the case of RECEIVING PARTY, may use FNF or its
Subsidiaries) or subcontractors to perform the Corporate Services; provided that
such use shall not relieve such assigning Party of liability for its
responsibilities and obligations.

      11.4 Severability. In the event that any one or more of the provisions
contained herein shall for any reason be held to be unenforceable in any respect
under law, such unenforceability

                                       19


shall not affect any other provision of this Agreement, and this Agreement shall
be construed as if such unenforceable provision or provisions had never been
contained herein.

      11.5 Third Party Beneficiaries. The provisions of this Agreement are for
the benefit of the Parties and their affiliates and not for any other person.
However, should any third party institute proceedings, this Agreement shall not
provide any such person with any remedy, claim, liability, reimbursement, cause
of action, or other right.

      11.6 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without giving effect to such
State's laws and principles regarding the conflict of laws. Subject to Section
1.4, if any Dispute arises out of or in connection with this Agreement, except
as expressly contemplated by another provision of this Agreement, the Parties
irrevocably (a) consent and submit to the exclusive jurisdiction of federal and
state courts located in Jacksonville, Florida, (b) waive any objection to that
choice of forum based on venue or to the effect that the forum is not convenient
and (c) WAIVE TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT TO TRIAL OR
ADJUDICATION BY JURY.

      11.7 Executed in Counterparts. This Agreement may be executed in
counterparts, each of which shall be an original, but such counterparts shall
together constitute but one and the same document.

      11.8 Construction. The headings and numbering of articles, sections and
paragraphs in this Agreement are for convenience only and shall not be construed
to define or limit any of the terms or affect the scope, meaning, or
interpretation of this Agreement or the particular Article or Section to which
they relate. This Agreement and the provisions contained herein shall not be
construed or interpreted for or against any Party because that Party drafted or
caused its legal representative to draft any of its provisions.

      11.9 Entire Agreement. This Agreement, including all attachments,
constitutes the entire Agreement between the Parties with respect to the subject
matter hereof, and supersedes all prior oral or written agreements,
representations, statements, negotiations, understandings, proposals and
undertakings, with respect to the subject matter hereof.

      11.10 Amendments and Waivers. (a) The Parties may amend this Agreement
only by a written agreement signed by each Party and that identifies itself as
an amendment to this Agreement. No waiver of any provisions of this Agreement
and no consent to any default under this Agreement shall be effective unless the
same shall be in writing and signed by or on behalf of the Party against whom
such waiver or consent is claimed. No course of dealing or failure of any Party
to strictly enforce any term, right or condition of this Agreement shall be
construed as a waiver of such term, right or condition. Waiver by either Party
of any default by the other Party shall not be deemed a waiver of any other
default.

            (b) Notwithstanding the foregoing, at any time prior to the Sale of
FIS or any IPO, this Agreement may not be amended without the prior written
consent of THL and TPG if such amendment would: (i) affect the Term of the
Agreement, (ii) affect Section 1.5 (Standard of Services) in any manner adverse
to PROVIDING PARTY, (iii) affect Section 3.1 (Compensation

                                       20


for Corporate Services) in any manner adverse to PROVIDING PARTY, (iv) affect
PROVIDING PARTY's limitation of liability under Article IV (Limitation of
Liability) in any manner adverse to PROVIDING PARTY, (v) affect PROVIDING
PARTY's rights under Article VII (Remedies) upon default by RECEIVING PARTY in
any manner adverse to PROVIDING PARTY, (vi) affect Article X (Indemnification)
in any manner adverse to PROVIDING PARTY, or (x) affect this Section 11.10
(Amendment). For purposes hereof, the term "THL" means Thomas H. Lee Equity Fund
V, L.P. and the term "TPG" means TPG Partners III, L.P. THL and TPG are intended
third party beneficiaries of this Agreement solely with respect to this Section
11.10(b).

      11.11 Remedies Cumulative. Unless otherwise provided for under this
Agreement, all rights of termination or cancellation, or other remedies set
forth in this Agreement, are cumulative and are not intended to be exclusive of
other remedies to which the injured Party may be entitled by law or equity in
case of any breach or threatened breach by the other Party of any provision in
this Agreement. Unless otherwise provided for under this Agreement, use of one
or more remedies shall not bar use of any other remedy for the purpose of
enforcing any provision of this Agreement.

      11.12 Taxes. All charges and fees to be paid to PROVIDING PARTY under this
Agreement are exclusive of any applicable taxes required by law to be collected
from the RECEIVING PARTY (including, without limitation, withholding, sales,
use, excise, or services tax, which may be assessed on the provision of
Corporate Services). In the event that a withholding, sales, use, excise, or
services tax is assessed on the provision of any of the Corporate Services under
this Agreement, RECEIVING PARTY will pay directly, reimburse or indemnify
PROVIDING PARTY for such tax, plus any applicable interest and penalties. The
Parties will cooperate with each other in determining the extent to which any
tax is due and owing under the circumstances, and shall provide and make
available to each other any resale certificate, information regarding
out-of-state use of materials, services or sale, and other exemption
certificates or information reasonably requested by either Party.

                           [signature page to follow]

                                       21


      11.13 Changes in Law. PROVIDING PARTY's obligations to provide Corporate
Services hereunder are to provide such Corporate Services in accordance with
applicable laws as in effect on the date of this Agreement. Each Party reserves
the right to take all actions in order to ensure that the Corporate Services and
Transition Assistance are provided in accordance with any applicable laws.

      IN WITNESS WHEREOF, the Parties, acting through their authorized officers,
have caused this Agreement to be duly executed and delivered as of the date
first above written.

                                  PROVIDING PARTY:

                                  FIDELITY NATIONAL INFORMATION SERVICES, INC.

                                  By ________________________
                                        Michael L. Gravelle
                                        Senior Vice President

                                  RECEIVING PARTY:

                                  FIDELITY NATIONAL TITLE GROUP, INC.

                                  By ________________________
                                        Raymond R. Quirk
                                        Chief Executive Officer

                                       22


                            DEFINITIONS AND FORMULAS

                   FOR PURPOSES OF CALCULATING COST ALLOCATION

For purposes of this Agreement and the Reverse Corporate Service Schedules:

"Direct Employee Compensation" of an employee means the aggregate of such
employee's salary, overtime, cash bonus and commission compensation and payroll
taxes attributable thereto.

"Departmental Costs" of a department/cost center means any and all costs
incurred by or allocated to that department/cost center other than Direct
Employee Compensation of the employees in the department/cost center, such as
office furniture and equipment, office space and facilities expenses, repairs &
maintenance expenses, rent and leasehold improvements, utilities,
telecommunications and IT equipment, insurance costs, employee benefits costs,
depreciation, amortization, real property and personal property taxes,
advertising and promotional expenses (if any), postage, courier and shipping
expenses, printing, reproduction, stationary, and office supplies, travel and
entertainment expenses, educational, training and recruiting expenses,
professional dues and subscriptions, fees, costs and expenses incurred in
connection with the Services that are included in administrative overhead, and
the other similar costs that are generally characterized as "overhead"', in each
case as allocated to the department/cost center in accordance with PROVIDING
PARTY's current overhead cost allocation policy.

"Servicing Employee" means an employee of PROVIDING PARTY or its Subsidiaries
who provides services to RECEIVING PARTY and its Subsidiaries under this
Agreement.

"Standard Allocation", for purposes of the Services provided under this
Agreement and the Schedules hereto, including the Cost Allocation section of the
Schedules, shall be calculated as follows:

      1.    Out of Pocket Costs incurred by or on behalf of RECEIVING PARTY or
            its Subsidiary(s) are charged directly to it and are not part of the
            Services under this Agreement or the payments to be made therefor.

      2.    The Direct Employee Compensation of the PROVIDING PARTY Servicing
            Employees shall be allocated to RECEIVING PARTY based on the
            percentage of work time that each such Servicing Employee spends in
            providing the applicable Services to RECEIVING PARTY and its
            Subsidiaries. Allocations as of the Closing Date will be those
            reflected in the data and results of January 2005, and shall be
            applied to determine the allocations hereunder on a monthly basis,
            with each work time percentage and corresponding Departmental Cost
            percentage to be re-examined and updated (if appropriate) at the end
            of each 6-month period following the Closing Date, it being
            understood that any changes in the allocations must be pre-approved
            by the FNT Chief Accounting Officer.

                                       23


            By way of example, for a Servicing Employee of PROVIDING PARTY who
            has an annual salary of $50,000, a cash bonus of $20,000, and
            payroll taxes of $10,000 and who spends 40% of his work time on
            providing Services under this Agreement, RECEIVING PARTY would be
            allocated a Direct Employee Compensation cost of $32,000 calculated
            as follows:

            ($50,000 + $20,000 + $10,000) x 40% = $32,000.

      3.    In addition to the Direct Employee Compensation, Departmental Costs
            of each department/cost center of PROVIDING PARTY that has Servicing
            Employees shall be allocated to RECEIVING PARTY based on a
            percentage reflecting the aggregate regular salaries of all of the
            Servicing Employees in that department/cost center, in relation to
            the aggregate regular salaries of all employees in the
            department/cost center, taking into account the percentage of work
            time that each Servicing Employee in the department/cost center
            spends in providing services to RECEIVING PARTY and its Subsidiaries
            hereunder.

            By way of example, assume that in a PROVIDING PARTY department/cost
            center, there are 20 employees, 5 of whom are Servicing Employees
            who each spend 40% of the work time providing services to RECEIVING
            PARTY and its Subsidiaries. If the aggregate regular salaries of the
            20 employees is $500,000, and the aggregate regular salaries of the
            5 Servicing Employees is $300,000, then we determine the portion of
            the Departmental Costs that will be allocated to RECEIVING PARTY as
            follows:

            First, determine the aggregate regular salaries allocable to
            RECEIVING PARTY:

                  $300,000 x 40% = $120,000.

            Then, determine the portion of the Departmental Costs to be
            allocated to RECEIVING PARTY based on the aggregate regular salaries
            percentage:

                  $120,000 / $500,000 = 24%.

            In this example, 24% of the Departmental Costs of this
            department/cost center will be allocated to RECEIVING PARTY.

      4.    Except to the extent otherwise expressly provided herein, for any
            given 6-month period, all Direct Employee Compensation to be
            allocated shall be determined on the basis of the applicable work
            time percentages for the immediately preceding 6-month period,
            except that the Direct Employee Compensation allocations applicable
            on the Closing Date shall be based on the work time percentages
            applicable for the calendar month June 2005. At the end of each
            6-month period, the work time percentages shall be re-examined and
            the Direct Employee

                                       24


            Compensation will be re-allocated based on the revised work time
            percentages, if any. For any given 6-month, all Departmental Costs
            to be allocated shall be determined on the basis of the applicable
            aggregate salaries and related percentages for the immediately
            preceding 6-month period, except that the aggregate salaries and
            related percentages applicable on the Closing Date shall be based on
            the work time percentages and aggregate salaries applicable for the
            calendar month January 2005.

5. If at any time during the Term of this Agreement RECEIVING PARTY terminates
or discontinues all or any portion of a Corporate Service prior to the end of
the Term or if any Corporate Service (or portion thereof) automatically
terminates, pursuant to Section 2.2(b) (hereinafter referred to as a
"Discontinued Service"), then effective as of the last day of the calendar month
in which such termination or discontinuation is effective, Corporate Services
Fees related to the Discontinued shall no longer be owing under this Agreement.

                                       25

                                                                   EXHIBIT 10.12
                                                                        NOVATION

                      STARTERS REPOSITORY ACCESS AGREEMENT

This Starters Repository Access Agreement (this "Agreement"), effective as of
___________________, 2005 (the "Effective Date"), between FIDELITY NATIONAL
TITLE GROUP, INC., a Delaware corporation with its principal place of business
at 601 Riverside Avenue, Jacksonville, FL 32204 ("FNT"), for itself on behalf of
its direct and indirect subsidiaries; and FIDELITY NATIONAL INFORMATION
SERVICES, INC., a Delaware corporation with its principal place of business at
601 Riverside Avenue, Jacksonville, FL 32204 ("FIS"), on behalf of those of its
direct and indirect subsidiaries as are listed on Exhibit A hereto (including
any amended Exhibit A) (each a "Customer" and collectively, the "Customers").
FNT and FIS shall hereinafter be referred to as a "Party" and collectively, as
the "Parties."

                                   WITNESSETH:

      WHEREAS, the Customers wish to have access to certain records and/or
data (the "Starters" as defined below) owned by FNT or its subsidiaries; and

      WHEREAS, FNT is willing to provide such access, subject to the terms and
conditions set forth herein; and

      WHEREAS, FIS previously entered into an FNF Starters Repository Agreement
dated March 4, 2005 (the "FNF Agreement") with Fidelity National Financial,
Inc., a Delaware corporation ("FNF"), as the parent company of FNT and its
subsidiaries, for access to the Starters by the Customers; and

      WHEREAS, pursuant to an Assignment and Assumption Agreement of even date
herewith between FNF and FNT, FNT has assumed, with the consent of FIS, all of
FNF's rights and obligations under the FNF Agreement; and

      WHEREAS, FIS and FNT wish to enter into a novation of the rights and
obligations under the FNF Agreement, as assumed by and assigned to FNT, so that
FNT is the clear party in interest with respect to the Starters, as more
particularly described herein;

      NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties, intending to be
legally bound hereby, agree as follows:

1. CERTAIN DEFINITIONS.

"Customer" means Property Insight, LLC, a California limited liability company
("PI"), and each user identified on Exhibit A so long as such user is a direct
or indirect subsidiary of FIS; it being understood that, upon 30 days' prior
written notice, FIS may from time to time amend Exhibit A to add one or more of
its other direct or indirect subsidiaries of FIS and such added subsidiary shall
become a "Customer" hereunder effective as of the 30th day after such prior
notice is delivered to FNT.

                                       1


"Issuing Agency Agreement" is an agreement pursuant to which an entity is
designated as a title agent, authorized to write title business for a principal.

"L&Vs" consist of that portion of a Starter record related to the legal
description of the real property and vesting information of the owners thereof.

"L&V Retrieval" means any instance where an L&V is selected by a Customer for
viewing or data retrieval in connection with a particular Starter record. A fee
is incurred, as set forth below, upon each Successful Retrieval.

"Starters" consist of electronic copies of previously issued title products,
which may include policies, commitments, preliminary reports, guarantees and
binders as well as some electronic data elements of the information contained in
such electronic copies.

A "Starter Retrieval" means any instance when a Starter is selected by a
Customer for viewing or data retrieval, which may include an image of the
applicable previously issued title products or any electronic data elements from
such products. A fee is incurred, as set forth below, upon each Successful
Retrieval.

The "Starter Repository" is a database of certain Starters selected by FNT for
inclusion.

A "Successful Retrieval" means: (1) in connection with a L&V Retrieval, the
return of data containing a legal description and vesting in a format generally
recognized in the geographic area where the property is located; (2) in
connection with a Starter Retrieval, the return of a product image and/or data
in a form and containing those elements generally contained on such product in
the geographic area where the property is located.

2. ACCESS.

      (a) Access. FNT hereby grants to each Customer non-exclusive access to the
Starter Repository, subject to the provisions hereof. Customers may, with
technical information from FNT available on request, create proprietary means of
technical access to the Starter Repository (an "Access Program"), subject
however to compliance with any security protocols or technology that FNT may
reasonably specify. Using such Access Program, Customers may access the Starter
Repository, provided, however, that FNT shall have no duty to pay for, support,
or update any such Access Program. In addition, FNT may from time to time
modify, update or otherwise revise the Starter Repository database structure or
other means of accessing the Starter Repository, provided that in the event of
any of such modification, update or revision, FNT shall provide FIS with
reasonably detailed access specifications so that FIS can create and/or modify
its Access Program, if any. FNT may restrict, or may be restricted from
allowing, a Customer from using certain records and materials in the Starter
Repository. It is understood and agreed that, during the first year of this
Agreement, FNT shall provide access availability to the Starter Repository in a
nature and quality reasonably comparable to the access availability provided by
FNT during the year immediately prior to the execution of this Agreement.

      (b) Format. The data and materials included in the Starter Repository are
maintained in one or more formats or media determined from time to time by FNT
and FNT reserves the

                                       2


right to modify any such format or medium from time to time, subject to the
notification provisions contained in Section 2(d).

      (c) Security. In connection with a Customer's access to the Starter
Repository provided hereunder, FNT may establish identification codes and
password security. In such event, a Customer shall be responsible for choosing
one or more secure passwords and for keeping all passwords secret. In the event
that a Customer becomes aware of a security breach or unauthorized access to the
Starter Repository, such Customer agrees to contact FNT immediately upon
discovering such a breach. Such Customer is responsible for the results of any
unauthorized access caused by such Customer or resulting from such Customer's
failure to maintain appropriate security. In addition, in the event of any such
unauthorized access or security breach by such Customer, the Customer shall be
liable for all costs by FNT incurred as a result thereof, until notice of such a
security breach is given to FNT, unless the Customer can demonstrate that it
took commercially reasonable precautions to secure and safe-keep its access to
the Starter Repository. FNT reserves the right to check the security of Customer
passwords, if password security is implemented. In such event, if a Customer
password is found to be unsecured, FNT shall immediately notify Customer and
work with Customer to implement an appropriate security password. Each Customer
agrees to not (i) attempt to bypass any security mechanisms in place on any FNT
system hosting the Starter Repository, or (ii) use any FNT system or service to
attempt to bypass any security mechanisms in place on any other FNT system,
including, but not limited to, running any password cracking software, or
attempting to access a system that such Customer knows or reasonably should know
it is not authorized to access in the manner or to the extent attempted.

      (d) Systems Changes. It is anticipated that FNT may, during the term of
this Agreement, but without obligation to do so, make certain systems
enhancements in the methods of input, storage or retrieval or make other changes
to the Starter Repository or its databases. It is agreed by each Customer that
FNT will have the right to make enhancements, changes or additions which require
the Customer's use of new methods for access or changes to the Access Program.
FNT agrees to provide advance written notice of any such enhancements, changes
or additions to Customer with as much lead time as possible, but in no event
less than sixty (60) days. FNT will make available any such enhancements,
changes or additions to Customer without additional cost.

3. FEES AND PAYMENT

      (a) Fees. FIS will pay FNT a fee in the amounts set forth on Exhibit B for
each Successful Retrieval in connection with a Starter Retrieval and L&V
Retrieval by the Customers (the "Starter Retrieval Fee" and the "L&V Retrieval
Fee", respectively, and collectively, the "Access Fees"). The Access Fees do not
include taxes. FIS will pay, or reimburse, FNT for payment of, any applicable
sales, use, personal property or similar taxes and any government charges based
on transactions hereunder, exclusive of corporate income or franchise taxes
based on FNT's net income. FNT may increase the Access Fees for each Starter
Retrieval and L&V Retrieval annually, effective on the anniversary date of this
Agreement, by an amount equal to the percentage amount indicated by the annual
change in the Consumer Price Index for urban wage earners and clerical workers
for the national average as compiled by the U.S. Department of Labor, Bureau of
Labor Statistics ("Index") for the twelve (12) month period most

                                       3


immediately preceding the adjustment date for which such data has been compiled
and (subject to compliance with the amendment provisions set forth in Section
12(g), if applicable) Exhibit B shall be deemed to have been amended as a result
of each such increase.

      (b) Payment. FIS shall provide to FNT, (1) on the fifteenth (15th) day of
each month during the term of this Agreement, an accurate count of the number of
Starter Retrievals and L&V Retrievals made by each Customer during the previous
month and (2) within thirty (30) days of providing such count, payment in full
for such Starter Retrievals and L&V Retrievals contained in the Customer count
based on the Access Fees. FIS agrees that it shall be responsible for payment to
FNT for the number of Starter Retrievals and L&V Retrievals made by each
Customer. FNT shall not be responsible for notifying any Customer about unusual
patterns in the frequency or duration of such access. FNT shall have the right
to receive from each Customer more detailed information regarding the number of
Starter Retrievals and L&V Retrievals in the event that FNT has reason to
believe that the information or number of Starter Retrievals and L&V Retrievals
for a particular period is inaccurate. FIS will be in breach of this Agreement
whenever FIS fails to pay in full any undisputed sum on behalf of any Customer
due to FNT for a period of thirty (30) days after FNT provides written notice of
nonpayment to FIS. To cure that breach, the sum then due, plus a late payment
fee equal to ten percent (10%) of the sum then due (or the maximum rate or
amount allowed by applicable law if less), must be paid by FIS to FNT.

      (c) Audit. FNT shall have the right to audit the records of each Customer,
at the expense of FNT, to verify the correctness of the information provided on
behalf of each Customer regarding the number of Starter Retrievals and L&V
Retrievals and the sums being paid to FNT on behalf of each Customer for such
Starter Retrievals and L&V Retrievals. These audits shall be conducted during
normal business hours so as not to unreasonably interfere with the normal
business operations of such Customer. If the audit discloses that such FIS
under-reported fees to FNT, FIS shall pay promptly such under-reported amount,
together with interest at the rate of ten percent (10%) (or the maximum rate or
amount allowed by applicable law if less). In addition, if such under-reported
amount is in excess of five percent (5%) of the reported amount for the period
covered by the audit, then FIS shall promptly reimburse FNT for its reasonable
audit expenses.

4. TERM AND TERMINATION

      (a) Term. Unless sooner terminated in accordance with the provisions
hereof, this Agreement shall continue in effect. The obligations under this
Agreement may be terminated by any of the following means:

            (i)   at any time by mutual agreement of the parties hereto, in
                  which event the obligations under this Agreement shall
                  terminate as of the date specified by the parties;

            (ii)  at any time by FNT, if FIS or the Customers breach any
                  material warranty or fails to perform any material obligation
                  hereunder, and such breach is not remedied within 30 days
                  after written notice thereof to FIS, in which event the
                  obligations under this Agreement shall terminate on the 20th

                                       4


                  business day following the expiration of such 30-day cure
                  period; provided that if the breach or default is of a nature
                  that it cannot reasonably be cured within a 30-day period and
                  FIS is actively pursuing a cure in good faith, then no default
                  shall be deemed to have occurred so long as the default is
                  cured as promptly as reasonably possible and in any event
                  prior to the first anniversary of the occurrence of such
                  default;

            (iii) at any time by FIS, if FNT breaches any material warranty or
                  fails to perform any material obligation owing hereunder, and
                  such breach is not remedied within 30 days after written
                  notice thereof to FNT, in which event the obligations under
                  this Agreement shall terminate on the 20th business day
                  following the expiration of such 30-day cure period; provided
                  that if the breach or default is of a nature that it cannot
                  reasonably be cured within a 30-day period and FNT is actively
                  pursuing a cure in good faith, then no default shall be deemed
                  to have occurred so long as the default is cured as promptly
                  as reasonably possible and in any event prior to the first
                  anniversary of the occurrence of such default;

            (iv)  at any time by FNT, if FIS shall admit in writing its
                  inability to, or be generally unable to, pay its debts as such
                  debts become due, or shall (1) apply for or consent to the
                  appointment of, or the taking of possession by, a receiver,
                  custodian, trustee, examiner or liquidator of itself or of all
                  or a substantial part of its property or assets, (2) make a
                  general assignment for the benefit of its creditors, (3)
                  commence a voluntary case under the federal Bankruptcy Code,
                  (4) file a petition seeking to take advantage of any other law
                  relating to bankruptcy, insolvency, reorganization,
                  liquidation, dissolution, arrangement or winding-up, or
                  composition or readjustment of debts, (5) fail to controvert
                  in a timely and appropriate manner, or acquiesce in writing
                  to, any petition filed against it in an involuntary case under
                  the Bankruptcy Code or (6) take any company action for the
                  purpose of effecting any of the foregoing, in which event the
                  obligations under this Agreement shall terminate immediately;

            (v)   at any time by FIS, if FNT shall admit in writing its
                  inability to, or be generally unable to, pay its debts as such
                  debts become due, or shall (1) apply for or consent to the
                  appointment of, or the taking of possession by, a receiver,
                  custodian, trustee, examiner or liquidator of itself or of all
                  or a substantial part of its property or assets, (2) make a
                  general assignment for the benefit of its creditors, (3)
                  commence a voluntary case under the federal Bankruptcy Code,
                  (4) file a petition seeking to take advantage of any other law
                  relating to bankruptcy, insolvency, reorganization,
                  liquidation, dissolution, arrangement or winding-up, or
                  composition or readjustment of debts, (5) fail to controvert
                  in a timely and appropriate manner, or acquiesce in writing
                  to, any petition filed against it in an involuntary case under
                  the Bankruptcy Code or (6) take any company action for the
                  purpose of effecting any of the foregoing, in which event the
                  obligations under this Agreement shall terminate immediately;

                                       5


            (vi)  by FNT, upon 5 years' prior written notice to FIS, which
                  notice may not be delivered prior to the 5th anniversary of
                  the Effective Date;

            (vii) by FIS, upon 5 years' prior written notice to FNT, which
                  notice may not be delivered prior to the 5th anniversary of
                  the Effective Date;

            (viii) at any time by FNT if there has been a change in control of
                  FIS; it being understood, that for purposes of this provision,
                  "change of control" means a reorganization, merger, share (or
                  LLC ownership interest) exchange or consolidation, or sale or
                  other disposition of more than 50% of the LLC ownership
                  interests in, or all or substantially all of the assets or
                  business of, FIS, other than a transaction in which no person
                  or entity will have beneficial ownership, directly or
                  indirectly, of 50% or more of the ownership interests of FIS
                  or of the power to vote in the election of directors; or

            (ix)  upon 6 months prior written notice by FNT to FIS if there has
                  been a change in control of FNT; it being understood, that for
                  purposes of this provision, "change of control" means a
                  reorganization, merger, share exchange or consolidation, or
                  sale or other disposition of more than 50% of the voting
                  capital stock in, or all or substantially all of the assets or
                  business of, FNT, other than a transaction in which no person
                  or entity will have beneficial ownership, directly or
                  indirectly, of 50% or more of the voting capital stock of FNT
                  or of the power to vote the election of directors.

      (b) Termination. Notwithstanding the above termination, in the event of
termination pursuant to subparagraphs (iii), (vi), (viii) or (ix), Customers
shall continue to receive access to the Starter Repository until such time as
they have found a reasonably acceptable alternative to obtain the same or
substantially similar benefit, but in no event longer than ninety (90) days
after the initial occurrence of an uncured breach, it being understood that
during such period (i) FIS shall continue to pay for such access in accordance
with Section 3, and (ii) FIS will attempt to obtain an alternative means as
quickly as reasonably possible.

5. OWNERSHIP AND USE

      (a) Ownership. All data, information, images and other materials contained
in the Starter Repository and all programs, databases, specifications, manuals
and documentation relating thereto (including without limitation, compression,
storage, and retrieval techniques and formats and any enhancements made thereto)
are and shall remain the property of FNT or its providers. FIS agrees to treat
and agrees to cause each Customer to treat all proprietary information of FNT as
confidential and agrees to make it available solely to itself, the Customers,
their employees or authorized representatives who have a need to know. Each
Party further agrees not to make copies of the other Party's confidential
information or the confidential information of Customers, and not to obscure or
remove any notice of proprietary rights or confidentiality thereon. Upon
termination of this Agreement, each Party shall return all

                                       6


confidential information of the other Party, and in the case of FNT, the
confidential information of Customers, provided to it pursuant hereto.

FNT warrants that it is the owner of, or has full right to provide access to
each Customer to, all of the records and data contained in the Starter
Repository and all programs, databases, specifications, manuals and
documentation relating thereto (including without limitation, compression,
storage, and retrieval techniques and formats and any enhancements made thereto)
on the terms herein.

      (b) Customer Use. Records and data in the Starter Repository made
available to any Customer under this Agreement are to be used by such Customer
solely in accordance with the terms hereof.

      (c) Use of Information. Except for PI, each Customer shall use records and
data in the Starter Repository only for the purpose of issuing title insurance
and other products in its ordinary course of business. Each Customer (including
PI) shall make no further distribution, by sale, lease or otherwise, of any
access to records and data in the Starter Repository, nor enable any third party
to access or to make use of any such records or data in the Starter Repository
provided to, or accessible by, Customer under this Agreement except in
accordance with Customer's ordinary course of business. For the avoidance of
doubt, PI, from time to time and as part of its ordinary course of business (a)
distributes, sells, and leases individual Starters in connection with individual
real estate search transactions, but does not and will not distribute, sell or
lease Starters in bulk to third parties, and (b) provides access to and makes
use of the records and data in the Starter Repository for third parties as part
of its Titlepoint service framework. FNT shall make no distribution, by sale,
lease or otherwise, of Customer confidential information, if any, nor enable any
third party to access or to make use of any such Customer confidential
information provided to, or accessible by, FNT under this Agreement.

      (d) Nonexclusive Use. The Parties recognize that FNT shall continue to use
the Starters and L&Vs in the usual and ordinary course of business and may
furnish access to Starters and L&Vs, including the same Starters and L&Vs, to
other customers.

      (e) Advertisement of Use or Ownership. During the term of this Agreement,
none of the Customers shall publicize that such Customer owns, possesses or
controls any Starters or L&Vs or has any interest therein except such rights as
are specifically granted to Customer by this Agreement.

      (f) Due Care. Each Customer agrees to exercise due care in accessing the
Starter Repository hereunder so as to prevent the alteration or destruction of
records or data therein. Each Customer agrees that it shall be liable to FNT
(or, if applicable, its providers) for loss or damage related to such alteration
or destruction arising out of (i) a failure to exercise due care or (ii) an
intentional, dishonest or fraudulent act of an employee of Customer.

      (g) Remedy. In the event that a Customer makes any unauthorized copy or
copies of records or data in the Starter Repository, or FNT ceases to provide
access to the Starter Repository or the records and data in the Starter
Repository in accordance with this Agreement, the Parties acknowledge and agree
that: (A) remedies at law will not adequately compensate

                                       7


FNT or FIS, as the case may be; (B) FNT or FIS, as the case may be, may suffer
irreparable harm; and (C) FNT or FIS, as the case may be, shall be entitled, not
only to its damages, but also to seek injunctive relief, without the necessity
of posting bond.

6. WARRANTY EXCLUSION; DISCLAIMERS; LIMITATION OF LIABILITY

THE INPUT AND RETRIEVAL OF THE INFORMATION CONTAINED IN ANY FNT COMPUTER SYSTEM
IS SUBJECT TO THE RISKS OF TEMPORARY INTERRUPTION BY REASON OF EQUIPMENT OR
COMMUNICATIONS FAILURE ARISING OUT OF NUMEROUS CAUSES NOT WHOLLY WITHIN THE
CONTROL OF FNT; FNT IS NOT A GUARANTOR OF AND DOES NOT WARRANT UNINTERRUPTED
ACCESS TO THE STARTERS, THE L&VS, THE STARTER REPOSITORY, THEIR CONTINUITY, OR
SUITABILITY FOR ANY PARTICULAR PURPOSE, FREEDOM FROM ERROR OR CONVEYANCE OF
MALICIOUS COMPUTER CODE.

NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT TO THE CONTRARY, FIS AGREES AND
WILL CAUSE EACH CUSTOMER TO AGREE THAT FNT SHALL INCUR NO LIABILITY TO ANY
CUSTOMER IN THE EVENT OF ANY DAMAGE OR DESTRUCTION TO ANY CUSTOMER COMPUTER
SYSTEM OR THE COMMUNICATIONS NETWORK THROUGH WHICH SUCH CUSTOMER ACCESSES SUCH
COMPUTER SYSTEM, EXCEPT ARISING OUT OF ANY FNT (i) GROSS NEGLIGENCE, (ii)
WILLFUL MISCONDUCT, (iii) IMPROPER USE OR DISCLOSURE OF CONFIDENTIAL
INFORMATION, IF ANY, (iv) VIOLATIONS OF LAW, OR (v) INFRINGEMENT OF INTELLECTUAL
PROPERTY RIGHTS OF A PERSON OR ENTITY WHO IS NOT A PARTY HERETO OR THE
SUBSIDIARY OF A PARTY HERETO. FNT SHALL NOT BE REQUIRED TO RECONSTITUTE, RESTORE
OR RECONSTRUCT ANY COMPUTER SYSTEM DAMAGED BY REASON OF ITS USE IN CONJUNCTION
WITH THE ACCESS PROVIDED HEREUNDER, EXCEPT ARISING OUT OF ANY FNT GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.

ACCESS TO THE STARTER REPOSITORY AND ALL INFORMATION OBTAINED THROUGH IT,
WHETHER GENERATED BY FNT OR A PROVIDER, ARE LICENSED TO EACH CUSTOMER "AS IS".
FNT ASSUMES NO DUTY TO CONTINUE TO AUGMENT, CORRECT OR REMOVE ANY INACCURATE
INFORMATION OR NOTIFY CUSTOMERS OF ERRORS IN THE STARTER REPOSITORY. EACH
CUSTOMER ASSUMES FULL RESPONSIBILITY FOR THE TANGIBLE AND BUSINESS RESULTS OF
USE AND/OR RELIANCE UPON THE STARTER REPOSITORY AND ANY OTHER FNT PROPERTY.
NEITHER FNT NOR ITS PROVIDERS MAKE ANY IMPLIED WARRANTY OR REPRESENTATION,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
ACCURACY OR COMPLETENESS OF STARTERS, L&VS, STARTER REPOSITORY OR ANY OTHER FNT
PROPERTY MADE AVAILABLE TO ANY CUSTOMER IN TANGIBLE, ELECTRONIC OR OTHER FORM.

DISCLAIMER OF LIABILITIES. EACH PARTY AGREES THAT IN NO EVENT SHALL THE OTHER
PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, EVEN IF THE
OTHER PARTY HAS BEEN ADVISED OF THE

                                       8


POSSIBILITY OF SUCH DAMAGES. NEITHER FNT NOR ANY PROVIDER ASSUMES LIABILITY, AND
SHALL NOT BE HELD LIABLE, TO ANY CUSTOMER OR TO ANY CUSTOMER'S CUSTOMERS OR
INSUREDS, OR TO ANY OTHER PERSON, WHO MAY RELY UPON ANY TITLE POLICY, BINDER,
GUARANTEE, ENDORSEMENT OR OTHER TITLE ASSURANCE, OR ANY STARTERS, ANY L&VS, OR
OTHER FNT PROPERTY PROVIDED OR ACCESSED HEREUNDER (INCLUDING BY REASON OF ERROR
OR OMISSION IN ANY INFORMATION OR RESULTING FROM THE USE OF ANY FNT PROPERTY).

7. INDEMNITY

FIS shall indemnify and cause each Customer to indemnify and hold FNT harmless
from claims, liability, loss, damage or expense of whatever nature, including
attorney's fees, arising as a result of any claims by third parties alleging or
founded in any manner on any errors or omissions in the records or data
contained in the Starter Repository. If such a claim is asserted, FNT shall
promptly notify FIS and the applicable Customer and, in the event of such
notification, FIS and such Customer may elect to defend FNT in any resulting
action or litigation. FIS and such applicable Customer may use for such purpose
counsel of such FIS' or Customer's choosing, approved in writing by FNT, at FIS'
or the Customer's expense. FIS and such Customer shall also have the right,
whether or not any action or litigation results, to compromise or settle any
monetary claim on behalf of FNT, but at the sole cost of FIS or such Customer.

FNT shall indemnify and hold each Customer harmless from claims, liability,
loss, damage or expense of whatever nature, including attorney's fees, arising
as a result of any claims by third parties alleging or founded in any manner on
the warranties contained in Section 5(a). If such a claim is asserted, such
Customer shall promptly notify FNT and, in the event of such notification, FNT
may elect to defend such Customer in any resulting action or litigation. FNT may
use for such purpose counsel of FNT's choosing, approved in writing by such
Customer, at FNT's expense. FNT shall also have the right, whether or not any
action or litigation results, to compromise or settle any monetary claim on
behalf of such Customer, but at the sole cost of FNT.

In the event that any provider of records or data to the Starter Repository or
other information to FNT fails to deliver (or delays the delivery of) such
material or information, or if any provider materially and adversely modifies
the conditions or cost to FNT of obtaining such material or information, then
FNT, at its option, may suspend or terminate its relationship with such provider
and any obligations to any Customer under this Agreement, upon no less than
thirty (30) days written notice. FNT may contract for an alternate source of the
same or similar records or data for the Starter Repository and, notwithstanding
any contrary provision of this Agreement, increase the applicable fees or
charges upon no less than thirty (30) days written notice, or a combination of
the foregoing. FNT will incur no liability to any Customer with respect to any
action or omission under this Section. In the event that a Customer receives a
notice pursuant to this Section substituting records or data or access thereto
or increasing the price thereof, then FIS may terminate such access if it
notifies FNT within thirty (30) days after receipt of notice from FNT regarding
such data or access thereto.

                                       9


8. DISPUTE RESOLUTION

      (a) Dispute Resolution. If any Party institutes an action against the
other for breach of this Agreement, either Party may, within sixty (60) days of
service of the complaint in such action upon it, institute arbitration and the
other Party shall cooperate to stay any other proceedings. Any such arbitration
shall be conducted in accordance with the Rules of Commercial Arbitration of the
American Arbitration Association ("AAA"). The arbitration shall be conducted in
Jacksonville, Florida by a single arbitrator knowledgeable about title insurance
and contracts. If the Parties have not agreed to a mutually acceptable
arbitrator within thirty (30) days of the date of the notice to arbitrate, the
arbitrator shall be selected by the AAA from its regularly maintained list of
commercial arbitrators familiar with matters similar to the subject of this
Agreement. The arbitrator shall conduct a single hearing for the purpose of
receiving evidence and shall render a decision within thirty (30) days of the
conclusion of the hearing. The Parties shall be entitled to require production
of documents prior to the hearing in accordance with the procedures of the
Federal Rule of Civil Procedure, shall exchange a list of witnesses, and shall
be entitled to conduct up to five (5) depositions in accordance with the
procedures of the Federal Rules of Civil Procedure. The decision of the
arbitrator shall be binding and final. The arbitrator may award only
compensatory damages, and not exemplary or punitive damages. In the event a
Party asserts multiple claims or causes of action, some but not all of which are
subject to arbitration under law, any and all claims subject to arbitration
shall be submitted to arbitration in accordance with this provision.

      (b) Attorneys' Fees and Costs. Each Party shall bear its own costs,
expenses and attorneys' fees and shall equally bear the costs of the arbitrator.

      (c) Parties to the Dispute. FIS agrees that it alone shall, to the extent
it is legally and reasonably able to do so, institute an action for breach of
this Agreement against FNT on behalf of itself or on behalf of Customers. FIS
shall cause each Customer to agree that FIS shall be the sole entity to
institute an action for breach of this Agreement by FNT.

9. DISASTER OR OTHER INTERRUPTION OF SERVICE

FNT shall not be held liable for any delay or failure in performance of any part
of this Agreement from any cause beyond its reasonable control and without its
fault or negligence, including, but not limited to, acts of God, acts of civil
or military authority, embargoes, epidemics, war, terrorist acts, riots,
insurrections, fires, explosions, earthquakes, nuclear accidents, floods,
strikes, terrorism and power blackouts. Upon the occurrence of a condition
described in this Article that prevents FNT's performance, FNT shall give
written notice to FIS, and the Parties shall promptly confer, in good faith, to
agree upon equitable, reasonable action to minimize the impact, on both Parties,
of such conditions.

10. COMPETITION

This Agreement shall not operate to deny either Party or the Customers the right
and opportunity to compete with each other, or to compete on an equal basis on
the open market. Nothing contained in this Agreement is to be deemed to make any
Party the agent of the other or to constitute an association, partnership or
joint liability between the Parties. The Parties have no

                                       10


intention or thought to agree between themselves, or even to confer together, as
to underwriting methods, as to fees or premiums to be charged by them to their
customers, or as to any other processes or practices of either Party except as
otherwise stated or prescribed by any Issuing Agency Agreement entered into
between the Parties or, if applicable, their affiliates.

11. COMPLIANCE BY CUSTOMERS

FIS has the authority to cause and shall cause each other Customer to comply
with the terms of this Agreement.

12. MISCELLANEOUS

      (a) Interpretation. This Agreement is to be construed under the laws of
the State of Florida. If any one or more of the terms, provisions, promises,
covenants or conditions of this Agreement, or their application to any person,
corporation, other business entity, or circumstance is to any extent adjudged
invalid, unenforceable, void or voidable for any reason by a court of competent
jurisdiction, each and all of the remaining terms, provisions, promises,
covenants and conditions of this Agreement and their application to other
persons, corporations, business entities, or circumstances shall not be affected
and shall be valid and enforceable to the fullest extent permitted by law. This
Agreement shall not be construed against the Party preparing it, but shall be
construed as if both Parties prepared this Agreement. The headings of each
section and paragraph are to assist in reference only and are not to be used in
the interpretation of this Agreement. Nothing contained in this Agreement is to
be deemed to constitute an association, partnership or joint liability between
the Parties.

      (b) No Assignment or Transfer. This Agreement cannot be assigned, in whole
or in part, by either Party by operation of law or otherwise, without the prior
written consent of the other Party, which consent shall not be unreasonably
withheld. Any assignment in contravention of this Section shall be void.

      (c) Benefit. This Agreement will be binding upon and inure to the benefit
of the Parties hereto and their respective successors and permitted assigns.
This Agreement is solely for the benefit of the Parties hereto and no third
party will have the right or claim to the benefits afforded either Party
hereunder.

      (d) Compliance with Laws and Regulations. FIS agrees to use and agrees to
cause each Customer to use information received from FNT in compliance with all
applicable Federal, State and local laws and regulations, including without
limitation, Fair Credit Reporting Act (U.S.C.A. Title 15, Chapter 41, Subchapter
III), as amended from time to time.

      (e) Survival. Following the expiration or termination of this Agreement,
whether by its terms, operation of law or otherwise, all terms, provisions or
conditions required for the interpretation of this Agreement or necessary for
the full observation and performance by each Party hereto of all rights and
obligations arising prior to the date of expiration or termination, shall
survive such expiration or termination.

      (f) Entire Agreement. This Agreement constitutes the entire agreement
between the Parties pertaining to the subject matter hereof and supersedes and
integrates all prior and

                                       11


contemporaneous agreements, representations and understandings of the Parties,
oral and written, pertaining to the subject matter hereof. No waiver of any of
the provisions of this Agreement is to be considered a waiver of any other
provision, whether or not similar, nor is any waiver to constitute a continuing
waiver. No waiver shall be binding unless set forth in a writing executed by the
Party making the waiver. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but which together
shall constitute one and the same instrument.

      (g) Amendments. Except for (x) any deletion of a Customer from Exhibit A
because the Customer is no longer a direct or indirect subsidiary of FIS (which
deletion and the termination of rights under this Agreement as to that Customer
shall be automatic upon the change of ownership of such Customer), (y) any
annual increases in the fees described in Exhibit B, as expressly permitted
pursuant to Section 3(a), no supplement, modification, or amendment of this
Agreement or any Schedules or Exhibits hereto shall be binding unless executed
in writing by the Parties. Notwithstanding the foregoing, at any time prior to
the Sale of FIS or any IPO (as herein defined), this Agreement may not be
amended without the prior written consent of THL and TPG (as herein defined) if
such amendment would affect the term of this Agreement under Section 4 or FNT's
right to terminate this Agreement pursuant to Section 4, or the rights upon
default by FIS or Customer(s) pursuant to Section 4, or Sections 2, 5 or 7, or
Section 3 or Exhibit B (except for the annual increases expressly authorized by
Section 3), in each case in any manner materially adverse to consolidated
business activities of FIS and its Subsidiaries, on a consolidated basis (the
"FIS Group"), taken as a whole, or FIS Group's costs of doing business, viewed
on a consolidated basis, provided that in no event shall any change to the
exhibits and schedules require such prior written consent unless such change
would materially and adversely affect in any manner FIS Group's consolidated
business activities, taken as a whole, or FIS Group's costs of doing business,
viewed on a consolidated basis, and provided, further, that in no event shall
the amendment provisions set forth in this Section 12(g) be amended or modified
without the consent of THL and TPG. THL and TPG are intended third party
beneficiaries of this Agreement solely with respect to this Section 12(g). For
purposes of this Agreement, (i) "THL" means Thomas H. Lee Equity Fund V, L.P.
and "TPG" means TPG Partners III, L.P.; and (ii) "Sale of FIS or any IPO" means
any of the following: (A) an acquisition by any Person (within the meaning of
Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") and used in Sections 13(d) and 14(d) thereof ("Person")) of
Beneficial Ownership (within the meaning of Rule 13d-3 under the Exchange Act
("Beneficial Ownership")) of 50% or more of either the then outstanding shares
of FIS common stock or the combined voting power of the then outstanding voting
securities of FIS entitled to vote generally in the election of directors;
excluding, however, the following: (I) any acquisition directly from FIS, other
than an acquisition by virtue of the exercise of a conversion privilege unless
the security being so converted was itself acquired directly from FIS or (II)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by FIS or a member of the FIS Group, or (B) an offering and sale to
the public of any shares or equity securities of FIS or any of its subsidiaries
pursuant to a registration statement in the United States.

      (h) Schedules. Each of the Schedules, Addenda and Exhibits attached to
this Agreement (initially or by way of amendment) is incorporated herein by
reference as if set forth in full.

                                       12


      (i) Notices. All written notices permitted or required to be given under
this Agreement may be personally delivered to the office of the other Party, or
shipped via a nationally recognized overnight courier service, or mailed to the
office of the other Party by Certified United States Mail, or sent by electronic
mail. Each notice shall be addressed to the address set forth under the Party's
signature. Any notice delivered hereunder will be effective on the date
delivered when delivered personally or by overnight courier, or on the third
business day after mailing if mailed by Certified United States Mail, or on the
date delivered when sent by electronic mail. Either Party may, by written notice
to the other via first class mail, change its address for notices.

      IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.

                                    FIDELITY NATIONAL TITLE GROUP, INC.

                                    By ________________________________________
                                         Raymond R. Quirk
                                         Chief Executive Officer
Address for Notices:
  Fidelity National Title Group, Inc.
  601 Riverside Avenue
  Jacksonville, FL 32204
  Attn: President

                                    FIDELITY NATIONAL INFORMATION SERVICES, INC.

                                    By ________________________________________
                                         Michael L. Gravelle
                                         Senior Vice President
Address for Notices:
Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Attention: General Counsel

                                       13

                                                                   EXHIBIT 10.13
                                                                        NOVATION

                     BACK PLANT REPOSITORY ACCESS AGREEMENT

This Back Plant Repository Access Agreement (this "Agreement"), effective as of
________________, 2005 (the "Effective Date"), between FIDELITY NATIONAL TITLE
GROUP, INC., a Delaware corporation with its principal place of business at 601
Riverside Avenue, Jacksonville, FL 32204 ("FNT"), for itself on behalf of its
direct and indirect subsidiaries; and FIDELITY NATIONAL INFORMATION SERVICES,
INC., a Delaware corporation with its principal place of business at 601
Riverside Avenue, Jacksonville, FL 32204 ("FIS"), for itself on behalf of those
of its direct and indirect subsidiaries as are listed on Exhibit A hereto (each
a "Customer" and collectively, the "Customers"). FNT and FIS shall hereinafter
be referred to as a "Party" and collectively, as the "Parties."

                                   WITNESSETH:

      WHEREAS, FNT and its subsidiaries own and maintain a collection
(collectively hereinafter referred to as the "Back Plants") of non-electronic
records, indexes and data, and copies of documents, affecting or purporting to
affect title to real property and other material which are recorded or filed in
the offices of various county recorders and county clerks in the states
indicated on Exhibit B; and

      WHEREAS, the Customers wish to have access, and FNT is willing to provide
such access, to the Back Plants, subject to the terms and conditions set forth
herein; and

      WHEREAS, FIS previously entered into a Back Plant Repository Agreement
dated March 4, 2005 (the "FNF Agreement") with Fidelity National Financial,
Inc., a Delaware corporation ("FNF"), as the parent company of FNT and its
subsidiaries, for access to the Back Plants by the Customers; and

      WHEREAS, pursuant to an Assignment and Assumption Agreement of even date
herewith between FNF and FNT, FNT has assumed, with the consent of FIS, all of
FNF's rights and obligations under the FNF Agreement; and

      WHEREAS, FIS and FNT wish to enter into a novation of the rights and
obligations under the FNF Agreement, as assumed by and assigned to FNT, so that
FNT is the clear party in interest with respect to the Back Plants, as more
particularly described herein;

      NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties, intending to be
legally bound hereby, agree as follows:

1. CERTAIN DEFINITIONS.

A "Back Plant" or collectively, the "Back Plants" has the meaning set forth
above.

                                       1


A "Customer" means each of FIS and each user identified on Exhibit A hereto so
long as such user is a direct or indirect subsidiary of FIS; it being understood
that, upon 30 days' prior written notice, FIS may from time to time amend
Exhibit A to add one or more of its other direct or indirect subsidiaries of FIS
and such added subsidiary shall become a "Customer" hereunder effective as of
the 30th day after such prior notice is delivered to FNT.

A "Customer Back Plant Retrieval" means any instance when a Back Plant is
accessed by a Customer for viewing, data retrieval and/or copying, which may
include the physical retrieval of microfiche, microfilm, index cards, paper
documents or other media containing information within the Back Plant Documents
as well as the copying thereof.

A "FNT Back Plant Retrieval" means any instance when a Back Plant is accessed by
representatives of FNT or any of its subsidiaries based upon a request by
Customer for data retrieval and/or copying, which may include the physical
retrieval of microfiche, microfilm, index cards, paper documents or other media
containing information within the Back Plant Documents as well as the copying
and forwarding thereof.

An "Issuing Agency Agreement" is an agreement pursuant to which an entity is
designated as a title agent, authorized to write title business for a principal.

2. ACCESS.

      (a) Access. FNT hereby grants to each Customer non-exclusive access to the
Back Plants of FNT and its subsidiaries in the states indicated on Exhibit B,
subject to the provisions hereof. It is understood and agreed that, during the
first year of this Agreement, FNT shall provide access availability to the Back
Plant Repositories in a nature and quality reasonably comparable to the access
availability provided by FNT on or about the date of this Agreement.

      (b) Format. The data and materials included in the Back Plant Repositories
are generally maintained in non-electronic physical (i.e., "hard copy") formats
or older media systems (such as microfiche). FNT will maintain the Back Plant
Repositories in the same or similar format as is used as of the date of this
Agreement, as modified or updated as determined from time to time by FNT. FNT
reserves the right to modify any such format or medium, or update or replace the
format or medium, from time to time, subject to the reasonable notification
contemporaneous with the implementation of the modification or update.

      (c) Security. In connection with a Customer Back Plant Retrieval
hereunder, FNT may establish security systems, key cards, locks and keys and
other means for securing each of the Back Plants. In such event, a Customer
shall be responsible for (i) maintaining securely the codes, passwords, keys or
other means of access to each Back Plant. In the event of a security breach or
unauthorized access to any Back Plant discovered by a Customer, such Customer
agrees to contact FNT immediately upon discovering such a breach. If the breach
or unauthorized access is caused by, or is the result of security lapses on the
part of, a Customer, such Customer shall be responsible for the results of (and
any costs incurred as a result of) any such unauthorized access until notice of
such a security breach is given to FNT unless the Customer can demonstrate that
it took commercially reasonable precautions to secure and safe-keep its access
to the Back Plant. FNT reserves the right to check the security of Customer

                                       2


access from time to time and if FNT finds that Customer access is unsecure or
could become unsecure, FNT shall immediately notify Customer(s) and work with
Customer(s) to implement an appropriate security access procedure. Each Customer
agrees to not (i) attempt to bypass any security mechanisms in place for any
Back Plant, or (ii) use any FNT system or service to attempt to bypass any
security mechanisms in place on any other FNT system, including, but not limited
to, attempting to access a system that such Customer knows or reasonably should
know it is not authorized to access in the manner or to the extent attempted.

FNT or any applicable Subsidiary may refuse Back Plant access to a
representative of FIS or any Customer for reasonable cause including, without
limitation, use of the Back Plant for purposes not covered by the Agreement,
destroying or vandalizing records, or abuse of personnel or facilities of FNT or
its subsidiaries.

3. FEES AND PAYMENT

There shall be no fees payable by FIS to FNT for any Customer Back Plant
Retrieval or FNT Back Plant Retrieval by the Customers; provided, however, that
FIS shall pay, or reimburse FNT for the payment of, all out of pocket charges,
costs or expenses that FNT may incur in connection with granting the access to
the FNT Back Plants as contemplated hereby or performing its obligations under
Section 2, including assisting in any Customer Back Plant Retrieval or FNT Back
Plant Retrieval, such as fees payable to local land recording offices or other
search services, and reproduction and transmittal and shipping costs; and
provided, further that FIS shall pay, or reimburse FNT for the payment of, all
sales, use, personal property or other similar taxes or any government charges
imposed on the transactions hereunder, exclusive of corporate income or
franchise taxes based on FNT's net income. All such payments and reimbursements
shall be paid by FIS promptly upon demand from FNT.

4. TERM AND TERMINATION

      (a) Term. Unless sooner terminated in accordance with the provisions
hereof, this Agreement shall continue in effect. Subject to Section 5(c), the
obligations under this Agreement may be terminated by any of the following means
(each a "Termination Event"):

            (i)   at any time by mutual agreement of the parties hereto, in
                  which event the obligations under this Agreement shall
                  terminate as of the date specified by the parties;

            (ii)  at any time by FNT, if FIS or the Customers breach any
                  material warranty or fails to perform any material obligation
                  hereunder, and such breach is not remedied within 30 days
                  after written notice thereof to FIS that is in default, in
                  which event the obligations under this Agreement shall
                  terminate on the 20th business day following the expiration of
                  such 30-day cure period; provided that if the breach or
                  default is of a nature that it cannot reasonably be cured
                  within a 30-day period and FIS is actively pursuing a cure in
                  good faith, then no default shall be deemed to have occurred
                  so long as the default is cured as promptly as reasonably
                  possible

                                       3


                  and in any event prior to the first anniversary of the
                  occurrence of such default;

            (iii) at any time by FIS, if FNT breaches any material warranty or
                  fails to perform any material obligation owing hereunder, and
                  such breach is not remedied within 30 days after written
                  notice thereof to FNT, in which event the obligations under
                  this Agreement shall terminate on the 20th business day
                  following the expiration of such 30-day cure period; provided
                  that if the breach or default is of a nature that it cannot
                  reasonably be cured within a 30-day period and FNT is actively
                  pursuing a cure in good faith, then no default shall be deemed
                  to have occurred so long as the default is cured as promptly
                  as reasonably possible and in any event prior to the first
                  anniversary of the occurrence of such default;

            (iv)  at any time by FNT, if FIS shall admit in writing its
                  inability to, or be generally unable to, pay its debts as such
                  debts become due, or shall (1) apply for or consent to the
                  appointment of, or the taking of possession by, a receiver,
                  custodian, trustee, examiner or liquidator of itself or of all
                  or a substantial part of its property or assets, (2) make a
                  general assignment for the benefit of its creditors, (3)
                  commence a voluntary case under the federal Bankruptcy Code,
                  (4) file a petition seeking to take advantage of any other law
                  relating to bankruptcy, insolvency, reorganization,
                  liquidation, dissolution, arrangement or winding-up, or
                  composition or readjustment of debts, (5) fail to controvert
                  in a timely and appropriate manner, or acquiesce in writing
                  to, any petition filed against it in an involuntary case under
                  the Bankruptcy Code or (6) take any company action for the
                  purpose of effecting any of the foregoing, in which event the
                  obligations under this Agreement shall terminate immediately;

            (v)   at any time by FIS, if FNT shall admit in writing its
                  inability to, or be generally unable to, pay its debts as such
                  debts become due, or shall (1) apply for or consent to the
                  appointment of, or the taking of possession by, a receiver,
                  custodian, trustee, examiner or liquidator of itself or of all
                  or a substantial part of its property or assets, (2) make a
                  general assignment for the benefit of its creditors, (3)
                  commence a voluntary case under the federal Bankruptcy Code,
                  (4) file a petition seeking to take advantage of any other law
                  relating to bankruptcy, insolvency, reorganization,
                  liquidation, dissolution, arrangement or winding-up, or
                  composition or readjustment of debts, (5) fail to controvert
                  in a timely and appropriate manner, or acquiesce in writing
                  to, any petition filed against it in an involuntary case under
                  the Bankruptcy Code or (6) take any company action for the
                  purpose of effecting any of the foregoing, in which event the
                  obligations under this Agreement shall terminate immediately;

            (vi)  (vi) by FNT, upon 5 years' prior written notice to FIS given
                  at any time on or after the 5th anniversary of the Effective
                  Date;

                                       4


            (vii) by FIS, upon 5 years' prior written notice to FNT given at any
                  time on or after the 5th anniversary of the Effective Date;

            (viii) at any time by FNT if there has been a change in control of
                  FIS; it being understood, that for purposes of this provision,
                  "change of control" means a reorganization, merger, share (or
                  LLC ownership interest) exchange or consolidation, or sale or
                  other disposition of more than 50% of the LLC ownership
                  interests in, or all or substantially all of the assets or
                  business of, FIS, other than a transaction in which no person
                  or entity will have beneficial ownership, directly or
                  indirectly, of 50% or more of the ownership interests of FIS
                  or of the power to vote in the election of directors; or

            (ix)  upon 6 months prior written notice by FNT to FIS if there has
                  been a change in control of FNT; it being understood, that for
                  purposes of this provision, "change of control" means a
                  reorganization, merger, share exchange or consolidation, or
                  sale or other disposition of more than 50% of the voting
                  capital stock in, or all or substantially all of the assets or
                  business of, FNT, other than a transaction in which no person
                  or entity will have beneficial ownership, directly or
                  indirectly, of 50% or more of the voting capital stock of FNT
                  or of the power to vote the election of directors.

      (b) Termination. Notwithstanding the above termination, in the event of a
Termination Event pursuant to subparagraphs (iii), (vi), (viii) or (ix),
Customers shall continue to receive access to the Back Plants until such time as
they have found a reasonably acceptable alternative to obtain the same or
substantially similar benefit, but in no event longer than ninety (90) days
after the later of (x) the date on which the Termination Event occurs or (y) the
date on which the termination is effective (after giving effect to all notice
periods, waiting periods and grace periods expressly provided for herein), it
being understood that during such period (i) FIS shall continue to pay for, or
reimburse FNT its payment of, out of pocket costs and government charges in
accordance with Section 3, and (ii) FIS will attempt to obtain an alternative
means as quickly as reasonably possible.

5. OWNERSHIP AND USE

      (a) Ownership. All data, information, images and other materials contained
in the Back Plants and all documentation relating thereto are and shall remain
the property of FNT. FIS agrees to treat and agrees to cause each Customer to
treat all proprietary information of FNT as confidential and agrees to make it
available solely to itself, the Customers, their employees or authorized
representatives who have a need to know. Each Party further agrees not to make
copies of the other Party's confidential information or the confidential
information of Customers, and not to obscure or remove any notice of proprietary
rights or confidentiality thereon. Upon termination of this Agreement, each
Party shall return all confidential information of the other Party, and in the
case of FNT, the confidential information of Customers, provided to it pursuant
hereto. FNT warrants that it is the owner of, or has full right to provide
access to each Customer

                                       5


to, all of the records and data contained in the Back Plants and documentation
relating thereto on the terms herein.

      (b) Customer Use of Back Plant and Back Plant Information. Access to the
Back Plants hereunder, and the records and data in the Back Plants made
available to any Customer under this Agreement, are to be used by such Customer
solely in accordance with the terms hereof. Each Customer shall use records and
data in the Back Plants only for the purpose of issuing title insurance and
other products in its ordinary course of business. Each Customer shall make no
further distribution, by sale, lease or otherwise, of any access to records and
data in the Back Plants, nor enable any third party to access or to make use of
any such records or data in the Back Plants provided to, or accessible by,
Customer under this Agreement except in accordance with Customer's ordinary
course of business. FNT shall make no distribution, by sale, lease or otherwise,
of Customer confidential information, if any, nor enable any third party to
access or to make use of any such Customer confidential information provided to,
or accessible by, FNT under this Agreement except in accordance with FNT's
ordinary course of business.

      (c) Closing or Sale of Back Plants. Nothing contained in this Agreement
shall obligate FNT to maintain any Back Plant for any length of time. Without
limiting the foregoing, the parties agree as follows:

            (i)   in the event that FNT (or its applicable subsidiary) has
                  determined (for reasons unrelated to the Back Plants and this
                  Agreement) to close an office of FNT (or its subsidiary) that
                  has a Back Plant located on the premises thereof or as part of
                  such office, and as part of such closing the related Back
                  Plant will also be closed and no longer available, then, to
                  the extent reasonably possible without incurring significant
                  additional expenditures, the parties will work together to
                  cause FIS and the Customers to obtain access to another FNT
                  Back Plant that can provide substantially similar information
                  to that available under the closing Back Plant Repository.

            (ii)  in the event that FNT (or its applicable subsidiary) has
                  determined (for reasons unrelated to the Back Plants and this
                  Agreement) to close an office of FNT (or its subsidiary) that
                  has a Back Plant located on the premises thereof or as part of
                  such office, and that it is either (1) not possible, without
                  incurring significant additional expenditures for FIS and the
                  Customers, to obtain access to another FNT Back Plant that can
                  provide substantially similar information to that available
                  under the closing Back Plant or (2) not available from FNT (or
                  any of its applicable subsidiaries), then at the time of the
                  closure of such office, FNT shall allow FIS (or its designee)
                  to physically transfer such Back Plant to a location of FIS or
                  a Customer. During the time such Back Plant is maintained on
                  the premises FIS or a Customer (a) no Access Fees shall be due
                  or payable for retrievals therefrom; and (b) FIS or a Customer
                  shall maintain such Back Plant in the condition existing at
                  the time of the physical transfer. Upon six (6) months written
                  notice, FNT may obtain, at FNT's sole cost and expense, the
                  physical return of such Back Plant and thereafter for any
                  remaining

                                       6


                  term of this Agreement, shall be entitled to any applicable
                  Access Fees hereunder.

            (iii) in the event that FNT (or its applicable subsidiary) has
                  determined to sell an office of FNT (or its subsidiary) that
                  has a Back Plant located on the premises thereof or as part of
                  such office, then prior to the consummation of such sale, FIS
                  (or its Customer designee) shall be entitled, at its sole cost
                  and expense, to receive from FNT a true, correct and complete
                  copy of the Back Plant being so sold; provided, however, that
                  FIS hereby agrees that it shall not sell, transfer or
                  otherwise dispose of such Back Plant for a period of two years
                  following the date on which the copy was received (other than
                  transfers to wholly-owned subsidiaries of FIS).

      (d) Nonexclusive Use. The Parties recognize that FNT shall continue to use
the Back Plants in the usual and ordinary course of business and may furnish
access to Back Plants, including the same Back Plants, to other customers.

      (e) Advertisement of Use or Ownership. During the term of this Agreement,
none of the Customers shall publicize that such Customer owns, possesses or
controls any Back Plants or has any interest therein except such rights as are
specifically granted to Customer by this Agreement.

      (f) Due Care. Each Customer agrees to exercise due care in accessing the
Back Plants hereunder so as to prevent the alteration or destruction of records
or data therein. Each Customer agrees that it shall be liable to FNT (or, if
applicable, its providers) for loss or damage related to such alteration or
destruction arising out of (i) a failure to exercise due care or (ii) an
intentional, dishonest or fraudulent act of an employee of Customer.

      (g) Remedy. In the event that a Customer makes any unauthorized copy or
copies of records or data in any Back Plant, or FNT ceases to provide access to
the Back Plants or the records and data in the Back Plants in accordance with
this Agreement, the Parties acknowledge and agree that: (A) remedies at law will
not adequately compensate FNT or FIS, as the case may be; (B) FNT or FIS, as the
case may be, may suffer irreparable harm; and (C) FNT or FIS, as the case may
be, shall be entitled, not only to its damages, but also to seek injunctive
relief, without the necessity of posting bond.

6. WARRANTY EXCLUSION; DISCLAIMERS; LIMITATION OF LIABILITY

      (a) WARRANTY EXCLUSION. ACCESS TO THE BACK PLANTS AND ALL INFORMATION
OBTAINED THROUGH THEM, WHETHER GENERATED BY FNT OR A PROVIDER, ARE LICENSED TO
EACH CUSTOMER "AS IS". FNT ASSUMES NO DUTY TO CONTINUE TO AUGMENT, CORRECT OR
REMOVE ANY INACCURATE INFORMATION OR NOTIFY CUSTOMERS OF ERRORS IN THE BACK
PLANTS. EACH CUSTOMER ASSUMES FULL RESPONSIBILITY FOR THE TANGIBLE AND BUSINESS
RESULTS OF USE AND/OR RELIANCE UPON THE BACK PLANTS AND ANY OTHER FNT PROPERTY.
NEITHER FNT NOR ITS PROVIDERS MAKE ANY IMPLIED WARRANTY OR REPRESENTATION,
INCLUDING WARRANTIES OF

                                       7


MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OR COMPLETENESS OF
BACK PLANTS, OR ANY OTHER FNT PROPERTY MADE AVAILABLE TO ANY CUSTOMER.

      (b) DISCLAIMER OF LIABILITIES. EACH PARTY AGREES THAT IN NO EVENT SHALL
THE OTHER PARTY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES,
EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NEITHER FNT NOR ANY PROVIDER ASSUMES LIABILITY, AND SHALL NOT BE HELD LIABLE, TO
ANY CUSTOMER OR TO ANY CUSTOMER'S CUSTOMERS OR INSUREDS, OR TO ANY OTHER PERSON,
WHO MAY RELY UPON ANY TITLE POLICY, BINDER, GUARANTEE, ENDORSEMENT OR OTHER
TITLE ASSURANCE, OR ANY BACK PLANTS OR OTHER FNT PROPERTY PROVIDED OR ACCESSED
HEREUNDER (INCLUDING BY REASON OF ERROR OR OMISSION IN ANY INFORMATION OR
RESULTING FROM THE USE OF ANY FNT PROPERTY).

7. INDEMNITY

FIS shall indemnify and cause each Customer to indemnify and hold FNT harmless
from claims, liability, loss, damage or expense of whatever nature, including
attorney's fees, arising as a result of any claims by third parties alleging or
founded in any manner on any errors or omissions in the records or data
contained in the Back Plants. If such a claim is asserted, FNT shall promptly
notify FIS and the applicable Customer and, in the event of such notification,
FIS and such Customer may elect to defend FNT in any resulting action or
litigation. FIS and such applicable Customer may use for such purpose counsel of
such FIS' or Customer's choosing, approved in writing by FNT, at FIS' or the
Customer's expense. FIS and such Customer shall also have the right, whether or
not any action or litigation results, to compromise or settle any monetary claim
on behalf of FNT, but at the sole cost of FIS or such Customer.

FNT shall indemnify and hold each Customer harmless from claims, liability,
loss, damage or expense of whatever nature, including attorney's fees, arising
as a result of any claims by third parties alleging or founded in any manner on
the warranties contained in Section 5(a). If such a claim is asserted, such
Customer shall promptly notify FNT and, in the event of such notification, FNT
may elect to defend such Customer in any resulting action or litigation. FNT may
use for such purpose counsel of FNT's choosing, approved in writing by such
Customer, at FNT's expense. FNT shall also have the right, whether or not any
action or litigation results, to compromise or settle any monetary claim on
behalf of such Customer, but at the sole cost of FNT.

8. DISPUTE RESOLUTION

      (a) Dispute Resolution. If any Party institutes an action against the
other for breach of this Agreement, either Party may, within sixty (60) days of
service of the complaint in such action upon it, institute arbitration and the
other Party shall cooperate to stay any other proceedings. Any such arbitration
shall be conducted in accordance with the Rules of Commercial Arbitration of the
American Arbitration Association ("AAA"). The arbitration shall be conducted in
Jacksonville, Florida by a single arbitrator knowledgeable about title insurance

                                       8


and contracts. If the Parties have not agreed to a mutually acceptable
arbitrator within thirty (30) days of the date of the notice to arbitrate, the
arbitrator shall be selected by the AAA from its regularly maintained list of
commercial arbitrators familiar with matters similar to the subject of this
Agreement. The arbitrator shall conduct a single hearing for the purpose of
receiving evidence and shall render a decision within thirty (30) days of the
conclusion of the hearing. The Parties shall be entitled to require production
of documents prior to the hearing in accordance with the procedures of the
Federal Rule of Civil Procedure, shall exchange a list of witnesses, and shall
be entitled to conduct up to five (5) depositions in accordance with the
procedures of the Federal Rules of Civil Procedure. The decision of the
arbitrator shall be binding and final. The arbitrator may award only
compensatory damages, and not exemplary or punitive damages. In the event a
Party asserts multiple claims or causes of action, some but not all of which are
subject to arbitration under law, any and all claims subject to arbitration
shall be submitted to arbitration in accordance with this provision.

      (b) Attorneys' Fees and Costs. Each Party shall bear its own costs,
expenses and attorneys' fees and shall equally bear the costs of the arbitrator.

      (c) Parties to the Dispute. FIS agrees that it alone shall, to the extent
it is legally and reasonably able to do so, institute an action for breach of
this Agreement against FNT on behalf of itself or on behalf of Customers. FIS
shall cause each Customer to agree that FIS shall be the sole entity to
institute an action for breach of this Agreement by FNT.

9. DISASTER OR OTHER INTERRUPTION OF SERVICE

FNT shall not be held liable for any delay or failure in performance of any part
of this Agreement from any cause beyond its reasonable control and without its
fault or negligence, including, but not limited to, acts of God, acts of civil
or military authority, embargoes, epidemics, war, terrorist acts, riots,
insurrections, fires, explosions, earthquakes, nuclear accidents, floods,
strikes, terrorism and power blackouts. Upon the occurrence of a condition
described in this Article that prevents FNT's performance, FNT shall give
written notice to FIS, and the Parties shall promptly confer, in good faith, to
agree upon equitable, reasonable action to minimize the impact, on both Parties,
of such conditions.

10. COMPETITION

This Agreement shall not operate to deny either Party or the Customers the right
and opportunity to compete with each other, or to compete on an equal basis on
the open market. Nothing contained in this Agreement is to be deemed to make any
Party the agent of the other or to constitute an association, partnership or
joint liability between the Parties. The Parties have no intention or thought to
agree between themselves, or even to confer together, as to underwriting
methods, as to fees or premiums to be charged by them to their customers, or as
to any other processes or practices of either Party except as otherwise stated
or prescribed by any Issuing Agency Agreement entered into between the Parties
or, if applicable, their affiliates.

                                       9


11. COMPLIANCE BY CUSTOMERS

FIS has the authority to cause and shall cause each other Customer to comply
with the terms of this Agreement.

12. MISCELLANEOUS

      (a) Interpretation. This Agreement is to be construed under the laws of
the State of Florida. If any one or more of the terms, provisions, promises,
covenants or conditions of this Agreement, or their application to any person,
corporation, other business entity, or circumstance is to any extent adjudged
invalid, unenforceable, void or voidable for any reason by a court of competent
jurisdiction, each and all of the remaining terms, provisions, promises,
covenants and conditions of this Agreement and their application to other
persons, corporations, business entities, or circumstances shall not be affected
and shall be valid and enforceable to the fullest extent permitted by law. This
Agreement shall not be construed against the Party preparing it, but shall be
construed as if both Parties prepared this Agreement. The headings of each
section and paragraph are to assist in reference only and are not to be used in
the interpretation of this Agreement. Nothing contained in this Agreement is to
be deemed to constitute an association, partnership or joint liability between
the Parties.

      (b) No Assignment or Transfer. This Agreement cannot be assigned, in whole
or in part, by either Party by operation of law or otherwise, without the prior
written consent of the other Party, which consent shall not be unreasonably
withheld. Any assignment in contravention of this Section shall be void.

      (c) Benefit. This Agreement will be binding upon and inure to the benefit
of the Parties hereto and their respective successors and permitted assigns.
This Agreement is solely for the benefit of the Parties hereto and no third
party will have the right or claim to the benefits afforded either Party
hereunder.

      (d) Compliance with Laws and Regulations. FIS agrees to use and agrees to
cause each Customer to use information received from FNT in compliance with all
applicable Federal, State and local laws and regulations, including without
limitation, Fair Credit Reporting Act (U.S.C.A. Title 15, Chapter 41, Subchapter
III), as amended from time to time.

      (e) Survival. Following the expiration or termination of this Agreement,
whether by its terms, operation of law or otherwise, all terms, provisions or
conditions required for the interpretation of this Agreement or necessary for
the full observation and performance by each Party hereto of all rights and
obligations arising prior to the date of expiration or termination, shall
survive such expiration or termination.

      (f) Entire Agreement. This Agreement constitutes the entire agreement
between the Parties pertaining to the subject matter hereof and supersedes and
integrates all prior and contemporaneous agreements, representations and
understandings of the Parties, oral and written, pertaining to the subject
matter hereof. No waiver of any of the provisions of this Agreement is to be
considered a waiver of any other provision, whether or not similar, nor is any
waiver to constitute a continuing waiver. No waiver shall be binding unless set
forth in a writing

                                       10


executed by the Party making the waiver. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but which together shall constitute one and the same instrument.

      (g) Amendments. Except for any deletion of a Customer from Exhibit A
because the Customer is no longer a direct or indirect subsidiary of FIS (which
deletion and the termination of rights under this Agreement as to that Customer
shall be automatic upon the change of ownership of such Customer), no
supplement, modification, or amendment of this Agreement or any Schedules or
Exhibits hereto shall be binding unless executed in writing by the Parties.
Notwithstanding the foregoing, at any time prior to the Sale of FIS or any IPO
(as herein defined), this Agreement may not be amended without the prior written
consent of THL and TPG (as herein defined) if such amendment would affect the
term of this Agreement under Section 4 or FNT's right to terminate this
Agreement pursuant to Section 4, or the rights upon default by FIS or
Customer(s) pursuant to Section 4, or Sections 2, 3, 5, 6 or 7 or Exhibit C, in
each case in any manner materially adverse to FIS Group's consolidated business
activities, taken as a whole, or FIS Group's costs of doing business, viewed on
a consolidated basis, provided that in no event shall any change to the
schedules hereto require such prior written consent unless such change would
materially and adversely affect in any manner FIS Group's consolidated business
activities, taken as a whole, or FIS Group's costs of doing business, viewed on
a consolidated basis, and provided, further, that in no event shall the
amendment provisions set forth in this Section 12(g) be amended or modified
without the consent of THL and TPG. THL and TPG are intended third party
beneficiaries of this Agreement solely with respect to this Section 12(g). For
purposes of this Agreement, (i) "THL" means Thomas H. Lee Equity Fund V, L.P.
and "TPG" means TPG Partners III, L.P.; and (ii) "Sale of FIS or any IPO" means
any of the following: (A) an acquisition by any Person (within the meaning of
Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended (the
"Exchange Act") and used in Sections 13(d) and 14(d) thereof ("Person")) of
Beneficial Ownership (within the meaning of Rule 13d-3 under the Exchange Act
("Beneficial Ownership")) of 50% or more of either the then outstanding shares
of FIS common stock or the combined voting power of the then outstanding voting
securities of FIS entitled to vote generally in the election of directors;
excluding, however, the following: (I) any acquisition directly from FIS, other
than an acquisition by virtue of the exercise of a conversion privilege unless
the security being so converted was itself acquired directly from FIS or (II)
any acquisition by any employee benefit plan (or related trust) sponsored or
maintained by FIS or a member of the FIS Group, or (B) an offering and sale to
the public of any shares or equity securities of FIS or any of its subsidiaries
pursuant to a registration statement in the United States.

      (h) Schedules. Each of the Schedules, Addenda and Exhibits attached to
this Agreement (initially or by way of amendment) is incorporated herein by
reference as if set forth in full.

                           [signature page to follow]

                                       11


      (i) Notices. All written notices permitted or required to be given under
this Agreement may be personally delivered to the office of the other Party, or
shipped via a nationally recognized overnight courier service, or mailed to the
office of the other Party by Certified United States Mail, or sent by electronic
mail. Each notice shall be addressed to the address set forth under the Party's
signature. Any notice delivered hereunder will be effective on the date
delivered when delivered personally or by overnight courier, or on the third
business day after mailing if mailed by Certified United States Mail, or on the
date delivered when sent by electronic mail. Either Party may, by written notice
to the other via first class mail, change its address for notices.

      IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.

                                    FIDELITY NATIONAL TITLE GROUP, INC.

                                    By ___________________________________
                                         Raymond R. Quirk
                                         Chief Executive Officer
Address for Notices:
Fidelity National Title Group, Inc.
601 Riverside Avenue
Jacksonville, FL 32204
Attn: President

                                    FIDELITY NATIONAL INFORMATION SERVICES, INC.

                                    By ___________________________________
                                         Michael L. Gravelle
                                         Senior Vice President
Address for Notices:
Fidelity National Information Services, Inc.
601 Riverside Avenue
Jacksonville, Florida 32204
Attention: General Counsel

                                       12

                                                                   EXHIBIT 10.14

                                                                        NOVATION

                         LICENSE AND SERVICES AGREEMENT

      This License and Services Agreement (the "Agreement") is effective as of
________________, 2005 ("Effective Date") by and between FIDELITY NATIONAL
INFORMATION SERVICES, INC., a Delaware corporation ("FIS"), and FIDELITY
NATIONAL TITLE GROUP, INC, a Delaware corporation ("FNT").

            WHEREAS, FIS previously entered into a certain Stock Purchase
Agreement, dated as of December 23, 2004 (the "Stock Purchase Agreement"), with
Fidelity National Financial, Inc., a Delaware corporation ("FNF"), pursuant to
which certain purchasers (the "Purchasers") purchased from FIS 50,000,000 shares
of FIS' common stock, subject to the terms and conditions of the Stock Purchase
Agreement; and

            WHEREAS, a condition to the closing of the transactions contemplated
by the Stock Purchase Agreement required that FIS and FNF enter into certain
Intercompany Agreements (as defined in the Stock Purchase Agreement), and that
the form and substance of such Intercompany Agreements be satisfactory to the
Parties and the representatives of the Purchasers; and

      WHEREAS, FIS previously entered into a License and Services Agreement
dated as of March 4, 2005 (the "FNF Agreement") with FNF, as the parent company
of FNT and its subsidiaries, with respect to the use of certain software and the
provision of certain services, as more fully described herein; and

      WHEREAS, pursuant to an Assignment and Assumption Agreement of even date
herewith between FNF and FNT, FNT has assumed, with the consent of FIS, all of
FNF's rights and obligations under the FNF Agreement; and

      WHEREAS, FIS and FNT wish to enter into a novation of the rights and
obligations under the FNF Agreement, as assumed by and assigned to FNT, so that
FNT is the clear party in interest with respect to the license and services to
be provided to FIS, as more particularly described herein;

            NOW THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:

1.    DEFINITIONS.

      As used in this Agreement:

      1.1.  "COMPETITOR" means a natural or legal person offering a product that
            competes with the LSI Processes.

      1.2.  "DAYS" means calendar days, unless otherwise specified.

      1.3.  "DOCUMENTATION" means FIS' standard documentation describing the LSI
            Processes.

                                       1


      1.4.  "ESCALATION PROCEDURES" means the procedures set forth in Section
            10.2 of this Agreement.

      1.5.  "GEOGRAPHIC AREA" means the counties listed on Exhibit B attached
            hereto, as amended from time to time pursuant to Section 6.2 hereof.

      1.6.  "LSI PROCESSES" means those business processes indicated on Exhibit
            A.

      1.7.  "MODIFICATION" means any customization, enhancement, modification or
            change made to the LSI Processes and Documentation under this
            Agreement.

      1.8.  "PERMITTED SUBSIDIARIES" has the meaning set forth in Section
            3.1(a).

      1.9.  "PROPRIETARY INFORMATION" means all information disclosed by or for
            FNT or FIS to the other during the negotiations hereof and/or
            learned by reason of the relationship established hereunder or
            pursuant hereto, including, without limitation, the LSI Processes,
            Documentation, Modifications and all information, data and designs
            related thereto. Information relating to each party's business,
            plans, affiliates or customers shall also be deemed "Proprietary
            Information" for purposes of the Agreement. "Proprietary
            Information" shall also include all "non-public personal
            information" as defined in Title V of the Gramm-Leach-Bliley Act (15
            U.S.C. Section 6801, et seq.) and the implementing regulations
            thereunder (collectively, the "GLB Act"), as the same may be amended
            from time to time, that FIS receives from or at the direction of FNT
            and that concerns any of FNT's "customers" and/or "consumers" (as
            defined in the GLB Act).

      1.10. "SERVICES" has the meaning set forth in Section 4.1 of this
            Agreement.

      1.11. "SUBSIDIARY" means, with respect to any party, any corporation,
            partnership, company or other entity of which such party controls or
            owns, directly or indirectly, more than fifty percent (50%) of the
            stock or other equity interest entitled to vote on the election of
            the members to the board of directors or similar governing body.

      1.12. "TERM" has the meaning set forth in Section 6.1 of this Agreement.

2.    GRANT OF LICENSE.

      2.1.  GRANT. Subject to FNT's full payment, as due, of fees listed in
            Exhibit D, FIS hereby grants to FNT for the benefit of the Permitted
            Subsidiaries, and FNT for the benefit of the Permitted Subsidiaries
            accepts from FIS, a nonexclusive, license (except as otherwise
            provided for in Section 3 below) for the Term of this Agreement to
            use the LSI Processes and Documentation for properties with the
            Geographic Area, subject to the restrictions and obligations set
            forth herein.

      2.2.  DELIVERY. As requested from time to time, FIS agrees to deliver the
            LSI Processes and the Documentation to FNT for the benefit of the
            Permitted Subsidiaries.

                                        2


3.    LICENSE USE RESTRICTIONS.

      3.1.  RESTRICTIONS ON LSI PROCESSES AND DOCUMENTATION.

            (a)   FNT may not sell, lease, assign, transfer, distribute or
                  sublicense the LSI Processes or Documentation, to any party,
                  except that the LSI Processes and Documentation may be used
                  for the benefit of the Subsidiaries of FNT indicated on
                  Exhibit C hereof (collectively, the "Permitted Subsidiaries").

            (b)   FNT will not make copies, or similar versions of the LSI
                  Processes or Documentation or any part thereof without the
                  prior written consent of FIS, except in the process of
                  contemplated use, for administrative, archival or disaster
                  recovery backup, and as expressly provided otherwise herein.

            (c)   FNT may not provide copies of the LSI Processes or
                  Documentation to any person, firm, or corporation not
                  permitted hereunder except as permitted under Sections 3.1 (a)
                  and (b) above, and except as to FNT's or a Permitted
                  Subsidiary's non-Competitor contractors or subcontractors who
                  have executed nondisclosure terms substantially similar to the
                  confidentiality terms herein.

            (d)   FNT shall not allow any third party to use or have access to
                  the LSI Processes or Documentation for any purpose without
                  FIS' prior written consent except as permitted under Sections
                  3.1(a) and (b) above, and except as to FNT's or a Permitted
                  Subsidiary's non-Competitor contractors or subcontractors who
                  have executed nondisclosure terms substantially similar to the
                  confidentiality terms herein.

4.    SERVICES.

      4.1.  PROVISION OF MANAGEMENT SERVICES. During the Term, and subject to
            the terms and conditions hereof, FIS shall provide (or cause to be
            provided) all of the services described in this Section 4 to FNT for
            the benefit of the Permitted Subsidiaries (individually and
            collectively, the "Services"). For the avoidance of doubt, the
            Services are in addition to and not included within the scope of
            services described in that certain Master Information Technology
            Services Agreement of even date herewith between Fidelity
            Information Services, Inc. and FNT.

      4.2.  IMPLEMENTATION AND OVERSIGHT OF THE LSI PROCESSES. FIS agrees to
            oversee and provide advice to FNT for the benefit of the Permitted
            Subsidiaries relating to the implementation of the LSI processes
            including (x) all processes, personnel and support functions of FNT
            for the benefit of the Permitted Subsidiaries primarily relating to
            the implementation and use of the LSI Processes, such oversight and
            advice shall, include without limitation, the consulting services to
            FNT for the benefit of the Permitted Subsidiaries relating to
            computer and database systems, the creation of back-up/disaster
            recovery procedures and sites, and implementation of appropriate
            architecture. It is understood by the parties that the Services to
            be provided hereunder include (but are not limited to)
            infrastructure planning and

                                        3


            implementation work by FIS for FNT for the benefit of the Permitted
            Subsidiaries. It is anticipated that FIS may make recommendations to
            FNT for the benefit of the Permitted Subsidiaries from time to time
            as to improvements to the LSI Processes or additional processes to
            supplement the LSI Processes, which recommendation will be
            considered by FNT for the benefit of the Permitted Subsidiaries.

      4.3.  MAINTENANCE OF CURRENT EQUIPMENT AND SOFTWARE. During the term of
            this Agreement, FIS shall be responsible for maintaining the
            computer hardware and software systems utilized by FNT for the
            benefit of the Permitted Subsidiaries in their implementation and
            use of the LSI Processes, including, without limitation, all
            telephone and communication equipment (such as routers, servers,
            etc.) utilized by FNT for the benefit of the Permitted Subsidiaries
            (collectively, the "LSI Process Equipment"). FNT for the benefit of
            the Permitted Subsidiaries shall maintain the LSI Process Equipment
            in the same condition (ordinary wear and tear excepted) and to the
            same quality standards as was applicable to the LSI Process
            Equipment on the effective date of this Agreement. Without limiting
            the Services to be provided herein, FNT acknowledges that, unless
            otherwise provided in this Agreement or agreed in writing by the
            parties, FNT has no ownership right, title or interest in the LSI
            Processes.

      4.4.  SALES SUPPORT SERVICES AND IMPLEMENTATION OF LSI PROCESSES FOR THIRD
            PARTY CUSTOMERS. During the Term of this Agreement and consistent
            with permitted practices under applicable state insurance law, FIS
            shall provide FNT for the benefit of the Permitted Subsidiaries
            support in connection with marketing of products and services of FNT
            for the benefit of the Permitted Subsidiaries that require the use
            by FNT for the benefit of the Permitted Subsidiaries of any of the
            LSI Processes or the implementation or integration of the LSI
            Processes with third party customers of FNT for the benefit of the
            Permitted Subsidiaries.

5.    FNT OBLIGATIONS.

      5.1.  EXCLUSIVE USE OF FIS SERVICES. With respect to the LSI Processes
            that FIS will provide to FNT for the benefit of the Permitted
            Subsidiaries as of the Effective Date, FNT for the benefit of the
            Permitted Subsidiaries agrees to use exclusively the LSI Processes
            and above Services in the Geographic Areas at all times during the
            Term of this Agreement, subject in all cases to the termination
            provisions set forth in this Agreement.

      5.2.  ACCESS TO TITLE PLANT. Following the date hereof, if FNT builds or
            acquires a title plant with respect to a county described in the
            Geographic Area, FNT agrees to provide access to that plant to FIS
            on terms no less favorable to FIS than contained in other title
            plant access agreements between FNT and FIS, but in all cases upon
            commercially reasonable terms.

6.    TERM; TERMINATION.

      6.1.  TERM. The term of the Agreement shall commence as of the date hereof
            and continue until such time as FNT has built or acquired a title
            plant with respect to all

                                        4


            counties described in the Geographic Area and provided access to
            such title plants to FIS on terms acceptable to FIS in all such
            counties, or FIS has acquired on its own access to title plants with
            respect to all counties described within the Geographic Area (the
            "Term").

      6.2.  PARTIAL COUNTY TERMINATION. Notwithstanding any other provision of
            this Agreement, FIS may upon at least thirty days prior written
            notice to FNT terminate the license and Services with respect to one
            or more particular counties described in the Geographic Area after
            FIS has acquired title plant access from FNT or another third party
            on terms acceptable to FIS.

      6.3.  TERMINATION. As applicable, the license and Services for a
            particular county described in the Geographic Area or the Agreement
            may be terminated prior to the expiration of the Term as follows:

            (a)   the license and Services for one or more particular counties
                  described in the Geographic Area or the Agreement, may be
                  terminated at any time by mutual agreement of the parties
                  hereto;

            (b)   the license and Services for one or more particular counties
                  described in the Geographic Area may be terminated at any time
                  by FNT, if FIS breaches any material warranty or fails to
                  perform any material obligation hereunder, in each case, with
                  respect to such county or counties affected, and such breach
                  is not remedied within 30 days after written notice thereof to
                  FIS that is in default, in which event the obligation to
                  provide the license and the Services for such affected county
                  or counties under this Agreement shall terminate on the 20th
                  business day following the expiration of such 30-day cure
                  period; provided that if the breach or default is of a nature
                  that it cannot reasonably be cured within a 30-day period and
                  FIS is actively pursuing a cure in good faith, then no default
                  shall be deemed to have occurred so long as the default is
                  cured as promptly as reasonably possible and in any event
                  prior to the first anniversary of the occurrence of such
                  default;

            (c)   the license and Services for one or more particular counties
                  described in the Geographic Area may be terminated at any time
                  by FIS, if FNT breaches any material warranty or fails to
                  perform any material obligation owing hereunder, in each case,
                  with respect to the particular county or counties affected,
                  and such breach is not remedied within 30 days after written
                  notice thereof to FNT, in which event the obligation to
                  provide the license and the Services for such affected county
                  or counties under this Agreement shall terminate on the 20th
                  business day following the expiration of such 30-day cure
                  period; provided that if the breach or default is of a nature
                  that it cannot reasonably be cured within a 30-day period and
                  FNT is actively pursuing a cure in good faith, then no default
                  shall be deemed to have occurred so long as the default is
                  cured as promptly as reasonably possible and in any event
                  prior to the first anniversary of the occurrence of such
                  default;

                                        5


            (d)   the Agreement may be terminated at any time by FIS, if FNT
                  shall admit in writing its inability to, or be generally
                  unable to, pay its debts as such debts become due, or shall
                  (1) apply for or consent to the appointment of, or the taking
                  of possession by, a receiver, custodian, trustee, examiner or
                  liquidator of itself or of all or a substantial part of its
                  property or assets, (2) make a general assignment for the
                  benefit of its creditors, (3) commence a voluntary case under
                  the federal Bankruptcy Code, (4) file a petition seeking to
                  take advantage of any other law relating to bankruptcy,
                  insolvency, reorganization, liquidation, dissolution,
                  arrangement or winding-up, or composition or readjustment of
                  debts, (5) fail to controvert in a timely and appropriate
                  manner, or acquiesce in writing to, any petition filed against
                  it in an involuntary case under the Bankruptcy Code or (6)
                  take any company action for the purpose of effecting any of
                  the foregoing, in which event the obligation to provide the
                  license and the Services under this Agreement shall terminate
                  immediately;

            (e)   the Agreement may be terminated at any time by FNT, if FIS
                  shall admit in writing its inability to, or be generally
                  unable to, pay its debts as such debts become due, or shall
                  (1) apply for or consent to the appointment of, or the taking
                  of possession by, a receiver, custodian, trustee, examiner or
                  liquidator of itself or of all or a substantial part of its
                  property or assets, (2) make a general assignment for the
                  benefit of its creditors, (3) commence a voluntary case under
                  the federal Bankruptcy Code, (4) file a petition seeking to
                  take advantage of any other law relating to bankruptcy,
                  insolvency, reorganization, liquidation, dissolution,
                  arrangement or winding-up, or composition or readjustment of
                  debts, (5) fail to controvert in a timely and appropriate
                  manner, or acquiesce in writing to, any petition filed against
                  it in an involuntary case under the Bankruptcy Code or (6)
                  take any company action for the purpose of effecting any of
                  the foregoing, in which event the obligation to provide the
                  license and the Services under this Agreement shall terminate
                  immediately;

            (f)   the license and Services for one or more particular counties
                  described in the Geographic Area or the Agreement may be
                  terminated by FIS, upon 5 years' prior written notice to FNT,
                  which notice may not be delivered prior to the 5th anniversary
                  of the Effective Date;

            (g)   the license and Services for one or more particular counties
                  described in the Geographic Area or the Agreement may be
                  terminated by FNT, upon 5 years' prior written notice to FIS,
                  which notice may not be delivered prior to the 5th anniversary
                  of the Effective Date;

            (h)   the license and Services for one or more particular counties
                  described in the Geographic Area or the Agreement may be
                  terminated at any time by FNT if there has been a change in
                  control of FIS; it being understood, that for purposes of this
                  provision, "change of control" means a reorganization, merger,
                  share (or LLC ownership interest) exchange or consolidation,
                  or sale or other disposition of more than 50% of the ultimate
                  ownership interests in,

                                       6


                  or all or substantially all of the assets or business of, FIS,
                  other than a transaction in which no person or entity, other
                  than FIS or an entity controlled by FIS, will have beneficial
                  ownership, directly or indirectly, of 50% or more of the
                  ownership interests of FIS or of the power to vote in the
                  election of directors; or

            (i)   the license and Services for one or more particular counties
                  described in the Geographic Area or the Agreement may be
                  terminated upon 6 months prior written notice by FIS to FNT if
                  there has been a change in control of FNT; it being
                  understood, that for purposes of this provision, "change of
                  control" means a reorganization, merger, share exchange or
                  consolidation, or sale or other disposition of more than 50%
                  of the voting capital stock in, or all or substantially all of
                  the assets or business of, FNT, other than a transaction in
                  which no person or entity, other than FNT or an entity
                  controlled by FNT, will have beneficial ownership, directly or
                  indirectly, of 50% or more of the voting capital stock of FNT
                  or of the power to vote the election of directors.

      6.4.  SURVIVAL. Notwithstanding anything to the contrary in this
            Agreement, Section 7, 8, 9, 10, 11, and 16.10 shall survive the
            expiration or termination of this Agreement

      6.5.  PERMITTED SUBSIDIARY TERMINATION. A license enjoyed by a Permitted
            Subsidiary of FNT shall terminate without further formality upon
            such entity's ceasing to be a Subsidiary of FNT.

7.    INTELLECTUAL PROPERTY RIGHTS.

      7.1.  OWNERSHIP OF LSI PROCESSES AND DOCUMENTATION. From the date the LSI
            Processes and Documentation is first disclosed to FNT, and at all
            times thereafter, as between the parties, FIS and/or its
            Subsidiaries shall be the sole and exclusive owners of all right,
            title, and interest in and to the LSI Processes, Documentation and
            all Modification, including, without limitation, all intellectual
            property and other rights related thereto. The parties acknowledge
            that this Agreement in no way limits or restricts FIS and the FIS
            Subsidiaries from developing or marketing on their own or for any
            third party in the United States or any other country, the LSI
            Processes, Documentation or Modifications, or any similar processes
            (including, but not limited to, any modification, enhancement,
            interface, upgrade, change and all software, source code,
            blueprints, diagrams, flow charts, specifications, functional
            descriptions or training materials relating thereto) without payment
            of any compensation to FNT.

8.    CONFIDENTIALITY.

      8.1.  CONFIDENTIALITY OBLIGATION. Proprietary Information (i) shall be
            deemed the property of the disclosing party (or the party for whom
            such data was collected or processed, if any), (ii) shall be used
            solely for the purposes of administering and otherwise implementing
            the terms of this Agreement and any ancillary agreements, and (iii)
            shall be protected by the receiving party in accordance with the
            terms of this Section.

                                        7


      8.2.  NON-DISCLOSURE COVENANT. Except as set forth in this Section,
            neither party shall disclose the Proprietary Information of the
            other party in whole or in part, including derivations, to any third
            party. If the parties agree to a specific nondisclosure period for a
            specific document, the disclosing party shall mark the document with
            that nondisclosure period. In the absence of a specific period, the
            duty of confidentiality for LSI Processes and Documentation shall
            extend in perpetuity. Proprietary Information shall be held in
            confidence by the receiving party and its employees, and shall be
            disclosed to only those of the receiving party's employees and
            professional advisors who have a need for it in connection with the
            administration and implementation of this Agreement. In no event
            shall FNT disclose FIS Proprietary Information to a Competitor of
            FIS. Each party shall use the same degree of care and afford the
            same protections to the Proprietary Information of the other party
            as it uses and affords to its own Proprietary Information of a
            similar nature.

      8.3.  EXCEPTIONS. Proprietary Information shall not be deemed proprietary
            and, subject to the carve-out below, the receiving party shall have
            no obligation of nondisclosure with respect to any such information
            which:

            (a)   is or becomes publicly known through no wrongful act, fault or
                  negligence of the receiving party;

            (b)   was disclosed to the receiving party by a third party that was
                  free of obligations of confidentiality to the party providing
                  the information;

            (c)   is approved for release by written authorization of the
                  disclosing party;

            (d)   was known to the receiving party prior to receipt of the
                  information;

            (e)   was independently developed by the receiving party without
                  access to or use of the Proprietary Information of the
                  disclosing party; or

            (f)   is publicly disclosed pursuant to a requirement or request of
                  a governmental agency, or disclosure is required by operation
                  of law.

            Notwithstanding application of any of the foregoing exceptions, in
            no event shall FIS treat information comprising nonpublic personal
            information under the GLB Act as other than Proprietary Information.

      8.4.  CONFIDENTIALITY OF THIS AGREEMENT; PROTECTIVE ARRANGEMENTS.

            (a)   The parties acknowledge that this Agreement contains
                  confidential information that may be considered proprietary
                  by one or both of the parties, and agree to limit distribution
                  of this Agreement to those employees of FNT and FIS with a
                  need to know the contents of this Agreement or as required by
                  law or national stock exchange rule. In no event may this
                  Agreement be reproduced or copies shown to any third parties
                  (except counsel, auditors and professional advisors) without
                  the prior written consent of the other party, except as may be
                  necessary by reason of legal, accounting, tax or regulatory
                  requirements, in which event FNT and FIS agree to exercise
                  reasonable diligence in limiting such disclosure to the
                  minimum necessary under the particular circumstances.

                                        8


            (b)   In addition, each party shall give notice to the other party
                  of any demands to disclose or provide Proprietary Information
                  of the other party under or pursuant to lawful process prior
                  to disclosing or furnishing such Proprietary Information, and
                  shall cooperate in seeking reasonable protective arrangements.

9.    INVOICING AND PAYMENTS, PAST DUE AMOUNTS, CURRENCY.

      9.1.  INVOICING AND PAYMENT REQUIREMENTS. Within 30 days following the end
            of each month, FNT shall prepare and remit to FIS a schedule showing
            the fees which it owes FIS under Exhibit D, along with the
            appropriate payment. FNT shall make all payments to FIS by check,
            credit card or wire transfer of immediately available funds to an
            account or accounts designated by FIS. Payment in full shall not
            preclude later dispute of charges or adjustment of improper
            payments.

      9.2.  PAST DUE AMOUNTS. Any amount not received or disputed by FIS by the
            date payment is due shall be subject to interest on the overdue
            balance at a rate equal to the prime rate as published in the table
            money rates in the Wall Street Journal on the date of payment (or
            the prior date on which the Wall Street Journal was published if not
            published on the date of payment), plus one percent from the due
            date, until paid, applied to the outstanding balance from time to
            time. Any amount paid but later deemed not to have been due, will be
            repaid or credited with interest on the same terms.

      9.3.  CURRENCY. All fees and charges listed and referred to in this
            Agreement are stated in and shall be paid in U.S. Dollars.

10.   DISPUTE RESOLUTION.

      10.1. DISPUTE RESOLUTION PROCEDURES. If, prior to the termination of this
            Agreement or the license granted herein, and prior to notice of
            termination given by either party to the other, a dispute arises
            between FIS and FNT with respect to the terms and conditions of this
            Agreement, or any subject matter governed by this Agreement (other
            than disputes regarding a party's compliance with the provisions of
            Sections 3 and/or 8), such dispute shall be settled as set forth in
            this Section. If either party exercises its right to initiate the
            dispute resolution procedures under this Section, then during such
            procedure any time periods providing for termination of the
            Agreement or curing any material breach pursuant to the terms of
            this Agreement shall be suspended automatically, except with respect
            to any termination or breach arising out of FNT's failure to make
            any undisputed timely and complete payments to FIS under this
            Agreement. At such time as the dispute is resolved, if such dispute
            involved the payment of monies, interest at a rate equal to the
            prime rate as published in the table money rates in the Wall Street
            Journal on the date the dispute is resolved (or the prior date on
            which the Wall Street Journal was published if not published on the
            date the dispute was resolved) plus one percent for the period of
            dispute shall be paid to the party entitled to receive the disputed
            monies to compensate for the lapsed time between the date such
            disputed amount originally was to have been paid (or was paid)
            through the date monies are paid (or repaid) in

                                        9


            settlement of the dispute. Disputes arising under Sections 3 or 8
            may be resolved by judicial recourse or in any other manner agreed
            by the parties.

      10.2. Escalation Procedures.

            (a)   Each of the parties shall escalate and negotiate, in good
                  faith, any claim or dispute that has not been satisfactorily
                  resolved between the parties at the level where the issue is
                  discovered and has immediate impact (excluding issues of title
                  to work product, which shall be initially addressed at the
                  general counsel level). To this end, each party shall escalate
                  any and all unresolved disputes or claims in accordance with
                  this Section at any time to persons responsible for the
                  administration of the relationship reflected in this License
                  Agreement. The location, format, frequency, duration and
                  conclusion of these elevated discussions shall be left to the
                  discretion of the representatives involved. If such parties do
                  not resolve the underlying dispute within ten (10) Days of its
                  escalation to them, then either party may notify the other in
                  writing that he/she desires to elevate the dispute or claim to
                  the President of FIS and the President of FNT or their
                  designated representative(s) for resolution.

            (b)   Upon receipt by a party of a written notice escalating the
                  dispute to the company president level, the President of FIS
                  and the President of FNT or their designated representative(s)
                  shall promptly communicate with his/her counter party,
                  negotiate in good faith and use reasonable efforts to resolve
                  such dispute or claim. The location, format, frequency,
                  duration and conclusion of these elevated discussions shall be
                  left to the discretion of the representatives involved. Upon
                  agreement, such representatives may utilize other alternative
                  dispute resolution procedures to assist in the negotiations.
                  If the parties have not resolved the dispute within ten (10)
                  Days after receipt of the notice elevating the dispute to this
                  level, either may once again escalate the dispute to binding
                  arbitration.

            (c)   All discussions and correspondence among the representatives
                  for purposes of these negotiations shall be treated as
                  Proprietary Information developed for purposes of settlement,
                  exempt from discovery and production, which shall not be
                  admissible in any subsequent proceedings between the parties.
                  Documents identified in or provided with such communications,
                  which are not prepared for purposes of the negotiations, are
                  not so exempted and may, if otherwise admissible, be admitted
                  in evidence in such subsequent proceeding.

      10.3. ARBITRATION PROCEDURES. If a claim, controversy or dispute between
            the parties with respect to the terms and conditions of this
            Agreement, or any subject matter governed by this Agreement (and not
            otherwise excepted), has not been timely resolved pursuant to the
            foregoing escalation process, upon notice either party may initiate
            binding arbitration of the issue in accordance with the following
            procedures.

                                       10


            (a)   Either party may request arbitration by giving the other party
                  written notice to such effect, which notice shall describe, in
                  reasonable detail, the nature of the dispute, controversy or
                  claim. Such arbitration shall be governed by the then current
                  version of the Commercial Arbitration Rules and Mediation
                  Procedures of the American Arbitration Association. The
                  Arbitration will be conducted in Jacksonville, Florida in
                  front of one mutually agreed upon arbitrator.

            (b)   Each party shall bear its own fees, costs and expenses of the
                  arbitration and its own legal expenses, attorneys' fees and
                  costs of all experts and witnesses. Unless the award provides
                  otherwise, the fees and expenses of the arbitration
                  procedures, including the fees of the arbitrator or
                  arbitrators, will be shared equally by the involved parties.

            (c)   Any award rendered pursuant to such arbitration shall be
                  final, conclusive and binding upon the parties, and any
                  judgment thereon may be entered and enforced in any court of
                  competent jurisdiction.

11.   LIMITATION OF LIABILITY.

      11.1. EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL
            MISCONDUCT, BY REASON OF AN INDEMNITY OBLIGATION HEREUNDER OR BY
            REASON OF A BREACH OF WARRANTY, EITHER PARTY'S LIABILITY FOR ANY
            CLAIM OR CAUSE OF ACTION WHETHER BASED IN CONTRACT, TORT OR
            OTHERWISE WHICH ARISES UNDER OR IS RELATED TO THIS AGREEMENT SHALL
            BE LIMITED TO THE OTHER PARTY'S DIRECT OUT-OF-POCKET DAMAGES,
            ACTUALLY INCURRED, WHICH UNDER NO CIRCUMSTANCES SHALL EXCEED, IN THE
            AGGREGATE, THE AMOUNT PAID BY FNT TO FIS UNDER THIS AGREEMENT FOR
            THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

      11.2. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL,
            PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER
            OR THE CLAIMS OR DEMANDS MADE BY ANY THIRD PARTIES, WHETHER OR NOT
            IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.   INDEMNIFICATION.

      12.1. PROPERTY DAMAGE. Subject to Section 11 hereof, each party agrees to
            indemnify, defend and hold harmless the other and its officers,
            directors, employees, and affiliates (including, where applicable,
            the FIS Subsidiaries and FNT Subsidiaries), and agents from any and
            all liabilities, losses, costs, damages and expenses (including
            reasonable attorneys' fees) arising from or in connection with the
            damage, loss (including theft) or destruction of any real property
            or tangible personal property of the indemnified party resulting
            from the actions or inactions of any employee, agent

                                       11


            or subcontractor of the indemnifying party insofar as such damage
            arises out of or is ancillary to fulfilling its obligations under
            this Agreement and to the extent such damage is due to any
            negligence, breach of statutory duty, omission or default of the
            indemnifying party, its employees, agents or subcontractors.

      12.2. INFRINGEMENT OF LSI PROCESSES. FIS agrees to defend at its own
            expense, any claim or action brought by any third party against FNT
            and/or against its officers, directors, and employees and
            affiliates, for actual or alleged infringement within the United
            States of any patent, copyright or other intellectual property right
            (including, but not limited to, misappropriation of trade secrets)
            based upon the LSI Processes (except to the extent such infringement
            claim is caused by FNT-specified Modifications to the LSI Processes
            which could not have been made in a non-infringing manner) or caused
            by the combination of LSI Processes with software or hardware
            provided, specified or approved by FIS ("Indemnified LSI
            Processes"). FNT, at its sole discretion and cost, may participate
            in the defense and all negotiations for its settlement or
            compromise. FIS further agrees to indemnify and hold FNT, its
            officers, directors, employees and affiliates harmless from and
            against any and all liabilities, losses, costs, damages, and
            expenses (including reasonable attorneys' fees) associated with any
            such claim or action incurred by FNT. FIS shall conduct and control
            the defense of any such claim or action and negotiations for its
            settlement or compromise, by the payment of money. FIS shall give
            FNT, and FNT shall give FIS, as appropriate, prompt written notice
            of any written threat, warning or notice of any such claim or action
            against FIS or FNT, as appropriate, or any other user or any
            supplier of components of the Indemnified LSI Processes, which could
            have an adverse impact on FNT's use of same, provided FIS or FNT, as
            appropriate, knows of such claim or action. If in any such suit so
            defended, all or any part of the Indemnified LSI Processes (or any
            component thereof) is held to constitute an infringement or
            violation of any other party's intellectual property rights and is
            enjoined, FIS shall at its sole option take one or more of the
            following actions at no additional cost to FNT: (i) procure the
            right to continue the use of the same without material interruption
            for FNT; (ii) replace the same with non-infringing software; (iii)
            modify said Indemnified LSI Processesso as to be non-infringing; or
            (iv) take back the infringing Indemnified LSI Processes and credit
            FNT with an amount equal to its prepaid but unused license fees
            hereunder. The foregoing represents the sole and exclusive remedy of
            FNT for infringement or alleged infringement.

      12.3. INFRINGEMENT OF FNT OUT OF SCOPE LICENSE AND SERVICES. FNT agrees to
            defend at its own expense, any claim or action brought by any third
            party against FIS and/or against its officers, directors, and
            employees and affiliates, for actual or alleged infringement within
            the United States of any patent, copyright or other intellectual
            property right (including, but not limited to, misappropriation of
            trade secrets) based upon the FNT services on behalf of the
            Permitted Subsidiaries in the Geographic Area that are outside the
            permitted scope of the License and the Services ("Indemnified Out of
            Scope License and Services"). FIS, at its sole discretion and cost,
            may participate in the defense and all negotiations for its
            settlement or compromise. FNT further agrees to indemnify and hold
            FIS, its officers, directors, employees and affiliates harmless from
            and against any and all liabilities, losses, costs, damages, and
            expenses (including reasonable attorneys' fees) associated with any

                                       12


            such claim or action incurred by FIS. FNT shall conduct and control
            the defense of any such claim or action and negotiations for its
            settlement or compromise, by the payment of money. FNT shall give
            FIS, and FIS shall give FNT, as appropriate, prompt written notice
            of any written threat, warning or notice of any such claim or action
            against FNT or FIS, as appropriate, or any other user or any
            supplier of components of the Indemnified Out of Scope License and
            Services, provided FNT or FIS, as appropriate, knows of such claim
            or action. If in any such suit so defended, all or any part of the
            Indemnified Out of Scope License and Services (or any component
            thereof) is held to constitute an infringement or violation of any
            other party's intellectual property rights and is enjoined, FNT
            shall at its sole option take one or more of the following actions
            at no additional cost to FIS: (i) procure the right to continue the
            use of the same without material interruption for FIS; (ii) replace
            the same with non-infringing software; or (iii) modify said
            Indemnified Out of Scope License and Services as to be
            non-infringing. The foregoing represents the sole and exclusive
            remedy of FNT for infringement or alleged infringement.

      12.4. DISPUTE RESOLUTION. The provisions of Section 12 shall apply with
            respect to the submission of any claim for indemnification under
            this Agreement and the resolution of any disputes relating to such
            claim.

13.   FORCE MAJEURE, TIME OF PERFORMANCE AND INCREASED COSTS.

      13.1. FORCE MAJEURE.

            (a)   Neither party shall be held liable for any delay or failure in
                  performance of its obligations under this Agreement from any
                  cause which with the observation of reasonable care, could not
                  have been avoided - which may include, without limitation,
                  acts of civil or military authority, government regulations,
                  government agencies, epidemics, war, terrorist acts, riots,
                  insurrections, fires, explosions, earthquakes, hurricanes,
                  tornadoes, nuclear accidents, floods, power blackouts
                  affecting facilities (the "Affected Performance").

            (b)   Upon the occurrence of a condition described in Section
                  13.1(a), the party whose performance is affected shall give
                  written notice to the other party describing the Affected
                  Performance, and the parties shall promptly confer, in good
                  faith, to agree upon equitable, reasonable action to minimize
                  the impact on both parties of such condition, including,
                  without limitation, implementing disaster recovery procedures.
                  The parties agree that the party whose performance is affected
                  shall use commercially reasonable efforts to minimize the
                  delay caused by the force majeure events and recommence the
                  Affected Performance. If the delay caused by the force majeure
                  event lasts for more than fifteen (15) Days, the parties shall
                  negotiate an equitable amendment to this Agreement with
                  respect to the Affected Performance. If the parties are unable
                  to agree upon an equitable amendment within ten (10) Days
                  after such fifteen (15)-Day period has expired, then either
                  party shall be entitled to serve thirty (30) Days' notice of
                  termination on the other party with respect to only such
                  Affected Performance. The remaining portion of the Agreement
                  that does not involve the Affected Performance shall

                                       13


                  continue in full force and effect. FIS shall be entitled to be
                  paid for that portion of the Affected Performance which it
                  completed through the termination date.

      13.2. TIME OF PERFORMANCE AND INCREASED COSTS. FIS' time of performance
            under this Agreement shall be adjusted, if and to the extent
            reasonably necessary, in the event and to the extent that (i) FNT
            fails to timely submit material data or materials in the prescribed
            form or in accordance with the requirements of this Agreement, (ii)
            FNT fails to perform on a timely basis, the material functions or
            other responsibilities of FNT described in this Agreement, (iii) FNT
            or any governmental agency authorized to regulate or supervise FNT
            makes any special request, which is affirmed by FNT and/or
            compulsory on FIS, which affects FIS' normal performance schedule,
            or (iv) FNT has modified the LSI Processes, Documentation or
            Modifications in a manner affecting FIS' burden. In addition, if any
            of the above events occur, and such event results in an increased
            cost to FIS, FIS shall estimate such increased costs in writing in
            advance and, upon FNT's approval, FNT shall be required to pay any
            and all such reasonable, increased costs to FIS upon documented
            expenditure, up to 110% of the estimate.

14.   NOTICES.

      14.1. NOTICES. Except as otherwise provided under this Agreement or in the
            Exhibits, all notices, demands or requests or other communications
            required or permitted to be given or delivered under this Agreement
            shall be in writing and shall be deemed to have been duly given when
            received by the designated recipient. Written notice may be
            delivered in person or sent via reputable air courier service and
            addressed as set forth below:

            If to FNT:          Fidelity National Title Group, Inc.
                                601 Riverside Avenue
                                Jacksonville, FL 32204
                                Attn: President

            with a copy to:     Fidelity National Title Group, Inc.
                                601 Riverside Avenue
                                Jacksonville, FL 32204
                                Attn: General Counsel

            If to FIS:          Fidelity National Information Services, Inc.
                                601 Riverside Avenue
                                Jacksonville, FL 32204
                                Attn: President

            with a copy to:     Fidelity National Information Services, Inc.
                                601 Riverside Avenue
                                Jacksonville, FL 32204
                                Attn: General Counsel

                                       14


      14.2. CHANGE OF ADDRESS. The address to which such notices, demands,
            requests, elections or other communications are to be given by
            either party may be changed by written notice given by such party to
            the other party pursuant to this Section.

15.   WARRANTIES.

      15.1. PERFORMANCE OF OBLIGATIONS. Each party represents and warrants to
            the other that it shall perform its respective obligations under
            this Agreement, including Exhibits and Schedules, in a professional
            and workmanlike manner.

      15.2. COMPLIANCE WITH LAW. FIS warrants that (i) it has the power and
            corporate authority to enter into and perform this Agreement, (ii)
            its performance of this Agreement does not and will not violate any
            governmental law, regulation, rule or order, contract, charter or
            by-law; (iii) it has sufficient right, title and interest (or
            another Subsidiary of FIS has or will grant it sufficient license
            rights) in the LSI Processes to grant the licenses herein granted,
            and (iv) it has received no written notice of any third party claim
            or threat of a claim alleging that any part of the LSI Processes
            infringes the rights of any third party in any of the United States.
            FNT warrants that (i) it has the power and corporate authority to
            enter into and perform this Agreement, (ii) its performance of this
            Agreement does not and will not violate any governmental law,
            regulation, rule or order, contract, charter or by-law, (iii) it has
            received no written notice of any third party claim or threat of a
            claim alleging that any part of the LSI Processes infringes the
            rights of any third party in the United States.

      15.3. EXCLUSIVE WARRANTIES. EXCEPT AS PROVIDED IN THIS AGREEMENT, NEITHER
            PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS,
            IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED
            WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
            AND EACH PARTY AGREES THAT ALL REPRESENTATIONS AND WARRANTIES THAT
            ARE NOT EXPRESSLY PROVIDED IN THIS AGREEMENT ARE HEREBY EXCLUDED AND
            DISCLAIMED.

16.   MISCELLANEOUS.

      16.1. ASSIGNMENT. Except as set forth herein, neither party may sell,
            assign, convey, or transfer the licenses granted hereunder or any of
            such party's rights or interests, or delegate any of its obligations
            hereunder without the written consent of the other party. Any such
            consent shall be conditioned upon the understanding that this
            Agreement shall be binding upon the assigning party's successors and
            assigns. Either party may assign this Agreement to any Subsidiary
            that is not a Competitor except that the assigning party shall
            remain responsible for all obligations under this Agreement
            including the payment of fees. Notwithstanding anything contained
            herein to the contrary, FNT may not assign this Agreement to a
            Competitor.

                                       15


      16.2. SEVERABILITY. Provided FNT on behalf of the Permitted Subsidiaries
            retains quiet enjoyment of the LSI Processes, if any one or more of
            the provisions contained herein shall for any reason be held to be
            unenforceable in any respect under law, such unenforceability shall
            not affect any other provision of this Agreement, but this Agreement
            shall be construed as if such unenforceable provision or provisions
            had never been contained herein, provided that the removal of such
            offending term or provision does not materially alter the burdens or
            benefits of either of the parties under this Agreement or any
            Exhibit or Schedule, in which case the unenforceable portion shall
            be replaced by one that reflects the parties original intent as
            closely as possible while remaining enforceable.

      16.3. THIRD PARTY BENEFICIARIES. Except as set forth herein, the
            provisions of this Agreement are for the benefit of the parties and
            not for any other person. Should any third party institute
            proceedings, this Agreement shall not provide any such person with
            any remedy, claim, liability, reimbursement, cause of action, or
            other right.

      16.4. GOVERNING LAW; FORUM SELECTION; CONSENT OF JURISDICTION. This
            Agreement will be governed by and construed under the laws of the
            State of Florida, USA, without regard to principles of conflict of
            laws. The parties agree that the only circumstance in which disputes
            between them, not otherwise excepted from the resolution process
            described in Section 109, will not be subject to the provisions of
            Section 10 is where a party makes a good faith determination that a
            breach of the terms of this Agreement by the other party requires
            prompt and equitable relief. Each of the parties submits to the
            personal jurisdiction of any state or federal court sitting in
            Jacksonville, Florida with respect to such judicial proceedings.
            Each of the parties waives any defense of inconvenient forum to the
            maintenance of any action or proceeding so brought and waives any
            bond, surety or to other security that might be required of any
            party with respect thereto. Any party may make service on the other
            party by sending or delivering a copy of the process to the party to
            be served at the address set forth in Section 14.1 above. Nothing in
            this Section, however, shall affect the right of any party to serve
            legal process in any other manner permitted by law or in equity.
            Each party agrees that a final judgment in any action or proceeding
            so brought shall be conclusive and may be enforced by suit on the
            judgment or in any other manner provided by law or in equity.

      16.5. EXECUTED IN COUNTERPARTS. This Agreement may be executed in
            counterparts, each of which shall be an original, but such
            counterparts shall together constitute but one and the same
            document.

      16.6. CONSTRUCTION. The headings and numbering of sections in this
            Agreement are for convenience only and shall not be construed to
            define or limit any of the terms or affect the scope, meaning or
            interpretation of this Agreement or the particular section to which
            they relate. This Agreement and the provisions contained herein
            shall not be construed or interpreted for or against any party
            because that party drafted or caused its legal representative to
            draft any of its provisions.

                                       16


      16.7.   ENTIRE AGREEMENT. This Agreement, including the Exhibits and
              Schedules attached hereto and the agreements referenced herein
              constitute the entire agreement between the parties, and
              supersedes all prior oral or written agreements, representations,
              statements, negotiations, understandings, proposals, marketing
              brochures, correspondence and undertakings related thereto.

      16.8.   AMENDMENTS AND WAIVERS. This Agreement may be amended only by
              written agreement signed by duly authorized representatives of
              each party. No waiver of any provisions of this Agreement and no
              consent to any default under this Agreement shall be effective
              unless the same shall be in writing and signed by or on behalf of
              both parties. No course of dealing or failure of any party to
              strictly enforce any term, right or condition of this Agreement
              shall be construed as a waiver of such term, right or condition.
              Waiver by either party of any default by the other party shall not
              be deemed a waiver of any other default. Notwithstanding the
              foregoing, at any time prior to the Sale of FIS or any offering
              and sale to the public of any shares or equity securities of FIS
              or any of its Subsidiaries pursuant to a registration statement in
              the United States, this Agreement may not be amended without the
              prior written consent of Thomas H. Lee Equity Fund V, L.P. ("THL")
              and TPG Partners III, L.P. ("TPG") if such amendment would affect
              Sections 2.1, 3, 4, 5, 6, 7, 12, and 16.10, Exhibit D either
              party's limitation of liability, FIS' right to terminate or rights
              upon default by FNT or a FNT Subsidiary or this Section 16.8, in
              any manner materially adverse to the consolidated business
              activities of the FIS Group (defined below), taken as a whole, or
              FIS Group's costs of doing business, viewed on a consolidated
              basis, provided that in no event shall any change to Exhibits A,
              B, and C hereto require such prior written consent unless such
              change would materially and adversely affect in any manner FIS
              Group's consolidated business activities, taken as a whole, or FIS
              Group's costs of doing business, viewed on a consolidated basis.
              THL and TPG are intended third party beneficiaries of this
              Agreement solely with respect to this Section 16.8. "FIS Group"
              means FIS, Subsidiaries of FIS, and each Person (defined below)
              that FIS directly or indirectly controls (within the meaning of
              the Securities Act) immediately after the Effective Date, and each
              other Person that becomes an Affiliate of FIS after the Effective
              Date. "Person" means an individual, a partnership, a corporation,
              a limited liability company, an association, a joint stock
              company, a trust, a joint venture, an unincorporated organization,
              a governmental entity or any department, agency, or political
              subdivision thereof.

      16.9.   REMEDIES CUMULATIVE. Unless otherwise provided for under this
              Agreement, all rights of termination or cancellation, or other
              remedies set forth in this Agreement, are cumulative and are not
              intended to be exclusive of other remedies to which the injured
              party may be entitled by law or equity in case of any breach or
              threatened breach by the other party of any provision in this
              Agreement. Use of one or more remedies shall not bar use of any
              other remedy for the purpose of enforcing any provision of this
              Agreement.

      16.10.  TAXES. All charges and fees to be paid under this Agreement are
              exclusive of any applicable sales, use, service or similar tax
              which may be assessed currently or in the future on the LSI
              Processes or related services provided under this Agreement. If a
              sales, use, services or a similar tax is assessed on the LSI
              Processes or related services

                                       17


              provided to FNT for the benefit of the Permitted Subsidiaries
              under this Agreement, FNT will pay directly, reimburse or
              indemnify FIS for such taxes as well as any applicable interest
              and penalties. FNT shall pay such taxes in addition to the sums
              otherwise due under this Agreement. FIS shall, to the extent it is
              aware of taxes, itemize them on a proper VAT, GST or other invoice
              submitted pursuant to this Agreement. All property, employment and
              income taxes based on the assets, employees and net income,
              respectively, of FIS shall be FIS' sole responsibility. The
              parties will cooperate with each other in determining the extent
              to which any tax is due and owing under the circumstances and
              shall provide and make available to each other any withholding
              certificates, information regarding the location of use of the LSI
              Processes or provision of the services or sale and any other
              exemption certificates or information reasonably requested by
              either party.

      16.11.  PRESS RELEASES. The parties shall consult with each other in
              preparing any press release, public announcement, news media
              response or other form of release of information concerning this
              Agreement or the transactions contemplated hereby that is intended
              to provide such information to the news media or the public (a
              "Press Release"). Neither party shall issue or cause the
              publication of any such Press Release without the prior written
              consent of the other party; except that nothing herein will
              prohibit either party from issuing or causing publication of any
              such Press Release to the extent that such action is required by
              applicable law or the rules of any national stock exchange
              applicable to such party or its affiliates, in which case the
              party wishing to make such disclosure will, if practicable under
              the circumstances, notify the other party of the proposed time of
              issuance of such Press Release and consult with and allow the
              other party reasonable time to comment on such Press Release in
              advance of its issuance.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date by their duly authorized representatives.

                                 FIDELITY NATIONAL TITLE GROUP, INC.

                                 By _________________________________________
                                      Raymond R. Quirk
                                      Chief Executive Officer

                                 FIDELITY NATIONAL INFORMATION SERVICES, INC.

                                 By _________________________________________
                                      Michael L. Gravelle
                                      Senior Vice President

                                       18

                                                                   EXHIBIT 10.15
                                                                        NOVATION

                                 LEASE AGREEMENT

      THIS LEASE AGREEMENT (this "Lease"), effective as of _______________,
2005, is by and between FIDELITY INFORMATION SERVICES, INC., an Arkansas
corporation ("Landlord"), and FIDELITY NATIONAL TITLE GROUP, INC., a Delaware
corporation ("Tenant"), with reference to the following recitals.

      WHEREAS, Landlord is the owner of certain real property and improvements
comprising a corporate campus located at 601 Riverside Drive, in the city of
Jacksonville, county of Duval, state of Florida; and

      WHEREAS, Landlord previously entered into a Lease Agreement dated as of
January 1, 2005 (the "FNF Lease") with Fidelity National Financial, Inc., a
Delaware corporation ("FNF"), for the leasing to FNF of a portion of Landlord's
real property and improvements; and

      WHEREAS, pursuant to an Assignment and Assumption Agreement of even date
herewith between FNF and Tenant, Tenant has assumed, with the consent of
Landlord, all of FNF's rights and obligations under the FNF Lease; and

      WHEREAS, Landlord and Tenant wish to enter into a novation of the rights
and obligations under the FNF Lease, as assumed by and assigned to Tenant, so
that Tenant is the clear party in interest in the leasing of the applicable
portion of Landlord's real property and improvements as more particularly
described herein;

      NOW, THEREFORE, in consideration of the mutual covenants, conditions and
promises set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant
agree as follows:

1. PREMISES. Landlord hereby leases to Tenant 121,076 rentable square feet of
office space located on the ground floor, 4th, 10th, 11th and 12th floors of the
13-story office building located at 601 Riverside Avenue, Jacksonville, Florida
and 218 rentable square feet of space in the building designated as Building 2
located at 601 Riverside Avenue, Jacksonville, Florida (collectively, the
"Premises"). The parties acknowledge that the buildings in which the Premises
are located are two of several buildings comprising a corporate campus at 601
Riverside Avenue, Jacksonville, Florida (the "Corporate Campus"). The parties
further acknowledge and agree that, initially hereunder, the Premises
constitutes 25% ("Tenant's Share") of the 484,586 rentable square feet of space
at the corporate campus and for the purposes of this Lease, the term "Buildings"
shall be deemed the entire corporate campus and not just the buildings in which
the Premises are located. The parties understand and acknowledge that Tenant's
Share may by mutual agreement increase or decrease from time to time during the
term of this Lease, in which case the parties shall execute and deliver
amendment(s) hereto memorializing corresponding changes in (i) rentable square
footage of the Premises, (ii) Tenant's Share and (iii) monthly Base Rent.

2. TERM. The initial term of this Lease shall be for three (3) years commencing
January 1, 2005 ("Commencement Date") and terminating on December 31, 2007
("Initial Term").

                                       1


3. RENT.

      3.1 BASE RENT. Tenant shall pay to Landlord base rent ("Base Rent"), at an
annual rate of $23.05 per rentable square foot, in equal monthly installments of
$232,566.81 without prior notice or demand, in advance, on the first day of each
calendar month at such place as Landlord may direct, in writing. If the Term
commences on a day other than the first day of a calendar month, Tenant shall
pay to Landlord, on or before the Commencement Date of the Term, a pro rata
portion of the monthly installment of Base Rent, such pro rata portion to be
based on the actual number of calendar days remaining in such partial month
after the Commencement Date of the Term. If the Term shall expire on other than
the last day of a calendar month, such monthly installment of Base Rent shall be
prorated for each calendar day of such partial month. If any portion of Base
Rent or other sum payable to Landlord hereunder shall be due and unpaid for more
than fifteen (15) days after written notice from Landlord to Tenant that such
payment has not been received, it shall thereafter bear interest at a rate equal
to twelve percent (12%) per annum (the "Default Rate").

      3.2 ADDITIONAL RENT. In addition to paying Base Rent, for each calendar
year commencing with calendar year 2005, Tenant shall pay as additional rent
("Additional Rent" and, together with Base Rent, collectively, the "Rent")
Tenant's Share of Landlord's reasonable estimate of operating expenses for the
entire Buildings ("Operating Expenses") that are in excess of the Operating
Expenses applicable to the 2004 base year (the "Base Year"), which for the
purposes of this Lease, the Tenant's Share of Operating Expenses in the Base
Year are $23.05 per rentable square foot per year. Landlord reasonably estimates
Tenant's Additional Rent for the calendar year 2005 is $5.44 per rentable square
foot or $54,887.79 per month, which when combined with the Base Rent shall
result in a monthly Rent payment of $287,454.60, which is equal to $28.49 per
rentable square foot for 2005. Commencing January 1, 2005, and otherwise as set
forth herein, Tenant shall pay Additional Rent at the same times and in the same
manner as Base Rent. Landlord shall adjust Additional Rent on an annual basis in
2006 and 2007 based on the same above principles. Tenant shall be liable to
Landlord for the entire cost (as opposed to Tenant's Share) of Landlord's costs
of providing any services or materials exclusively to Tenant.

            3.2.1 Calculation and Payment. Landlord shall deliver to Tenant on
or before the first day of March following the end of each year following the
Base Year (an "Expense Year") a statement setting forth (i) the amount Tenant
paid as Rent for the applicable Expense Year, and (ii) the actual amount of
Tenant's Share of Operating Expenses for the applicable Expense Year. If the
amount Tenant paid as Rent for the applicable Expense Year exceeds the actual
amount of Tenant's Share of Operating Expenses for the applicable Expense Year,
then Landlord shall credit such difference on Tenant's next payment(s) of Rent.
If the amount Tenant paid as Rent for the applicable Expense Year was less than
the actual amount of Tenant's Share of Operating Expenses for the applicable
Expense Year, then Tenant shall pay such difference as Additional Rent to
Landlord on Tenant's next payment of Rent. Landlord's failure to furnish such
statement for any Expense Year in a timely manner shall not prejudice Landlord
from enforcing its rights hereunder. Even if the Lease term has expired and
Tenant has vacated the Premises, if an excess or shortfall exists when the final
determination is made, Tenant shall immediately pay or receive a credit of such
excess or shortfall.

                                       2


            3.2.2 Items Included in Operating Expenses. Except as otherwise set
forth herein, the term "Operating Expenses" includes all expenses, costs, and
amounts of every kind that Landlord pays or incurs during any Expense Year
because of or in connection with the ownership, operation, management,
maintenance, or repair of the Buildings, including:

                  3.2.2.1 Tax expenses (except for excess profits taxes,
            franchise taxes, gift taxes, capital stock taxes, inheritance and
            succession taxes, estate taxes, federal and state income taxes, and
            other taxes applied or measured by Landlord's general or net income;

                  3.2.2.2 The cost of supplying utilities;

                  3.2.2.3 The cost of operating, managing, maintaining, and
            repairing utility, mechanical, sanitary, storm drainage, and
            elevators;

                  3.2.2.4 The cost of supplies and tools and of equipment,
            maintenance, and service contracts in connection with those systems;

                  3.2.2.5 The cost of providing telephone-related
            telecommunications services and equipment;

                  3.2.2.6 The cost of providing mail delivery services;

                  3.2.2.7 The cost of landscaping;

                  3.2.2.8 The cost of licenses, certificates, permits and
            inspections;

                  3.2.2.9 The cost of contesting the validity or applicability
            of government enactments that may affect the Operating Expenses;

                  3.2.2.10 The costs incurred in connection with the
            implementation and operation of a transportation program;

                  3.2.2.11 The cost of insurance carried by Landlord in amounts
            reasonably determined by Landlord;

                  3.2.2.12 The cost of parking area maintenance, repair, and
            restoration, including resurfacing, repainting, restriping, and
            cleaning;

                  3.2.2.13 The cost of providing security in and around the
            Buildings, including but not limited to the installation, operation,
            and maintenance of security equipment and the wages, salaries, and
            other compensation and benefits of all persons engaged in providing
            security in and around the Buildings;

                  3.2.2.14 The cost of building depreciation and common area
            furniture, fixtures, and equipment amortized over the useful life of
            such items including, but not limited to, such items located in the
            lobbies of the Building and the corporate gym and cafeteria located
            on the ground floor of the Building; and

                                       3


                  3.2.2.15 Subject to the provisions of Section 3.2.3, below,
            the cost of items considered capital repairs, replacements,
            improvements and equipment under generally accepted accounting
            principles consistently applied or otherwise ("Capital Items")
            amortized over the useful life of such items, including financing
            costs, if any, incurred by Landlord after the effective date of the
            Lease for any capital improvements installed or paid for by
            Landlord.

                  3.2.2.16 Any other costs of the Landlord included in the
            calculation of Operating Expenses for that calendar year and not
            otherwise specifically identified herein.

            3.2.3 Items Excluded from Operating Expenses. Landlord and Tenant
hereby expressly acknowledge and agree that the following items shall be
excluded from the calculation of Operating Expense items:

                  3.2.3.1 Repairs or other work occasioned by the exercise of
            right of eminent domain;

                  3.2.3.2 Leasing commissions, attorneys' fees, costs and
            disbursements and other expenses, all of which are incurred in the
            connection with negotiations or disputes with Tenants, other
            occupants or prospective tenants;

                  3.2.3.3 Renovating or otherwise improving or decorating,
            painting or redecorating leased space for tenants or other occupants
            or vacant tenant space, other than ordinary maintenance provided to
            all tenants, except in all common areas;

                  3.2.3.4 Landlord's costs of electricity and other services
            sold separately to tenants for which Landlord is entitled to be
            reimbursed by such tenants as an additional charge over and above
            the base rent and operating expense or other rental adjustments
            payable under the Lease with such tenant, and domestic water
            submetered and separately billed to tenants;

                  3.2.3.5 Expenses in connection with services or other benefits
            of a type which Tenant is not entitled to receive under the Lease
            but which are provided to another tenant or occupant;

                  3.2.3.6 Cost incurred due to violation by Landlord or any
            tenant of the terms and conditions of any Lease;

                  3.2.3.7 Interest on debt or amortization payments on any
            mortgage or mortgages and under any ground or underlying leases or
            lease;

                  3.2.3.8 Any compensation paid to clerks, attendants or other
            persons in commercial concessions operated by Landlord;

                  3.2.3.9 Any particular items and services for which Tenant
            otherwise reimburses Landlord by direct payment over and above Base
            Rent and Operating

                                       4


            Expense adjustment, including but not limited to any services
            covered in any transition services agreement such as data management
            services, interexchange services (i.e., private line, paging,
            cellular), corporate voicemail, and electronic messaging services
            (i.e., Exchange 2000, Active directory, and SMTP routing and
            support);

                  3.2.3.10 Advertising and promotional expenditures;

                  3.2.3.11 Any expenses for which Landlord is compensated
            through proceeds of insurance;

                  3.2.3.12 Any and all costs arising from the release of
            hazardous materials or substances (as defined by applicable laws in
            effect on the date the Lease is executed) in or about the Premises,
            the Buildings or the Land in violation of applicable law including,
            without limitation, hazardous substances in the ground water or
            soil, not placed by Tenant in the Premises, the Buildings, or the
            land on which the Buildings are situated;

                  3.2.3.13 Costs incurred in connection with upgrading the
            Buildings to comply with violations of disability, life, fire and
            safety codes, ordinances, statutes, or other laws in effect prior to
            the effective date of the Lease, including, without limitation, the
            Americans with Disabilities Act (42 U.S.C. 12101 et seq.) ("ADA")
            and any penalties or damages incurred due to such non-compliance;
            provided, however, Tenant shall pay Tenant's share of the amortized
            costs incurred by Landlord to comply with ADA violations cited
            during the term of this Lease; and provided further however, Tenant
            shall bear one hundred percent (100%) of the costs associated with
            ADA violations cited with respect to alterations made by Tenant;

                  3.2.3.14 Any and all costs associated with the maintenance and
            operation of the data center located on the Corporate Campus
            provided, however, that Tenant shall pay Tenant's Share of
            landscaping and parking costs associated with such data center; and

                  3.2.3.15 Any and all costs associated with the telephone
            switch space leased by Landlord to Alltel Corporation, provided,
            however, that Tenant shall pay Tenant's Share of landscaping and
            parking costs associated with such space.

      3.3 AUDIT. Tenant shall have the right at all reasonable times within
sixty (60) days after Landlord has provided Tenant with a statement of the
actual Operating Expenses, and at its sole expense, to audit Landlord's books
and records relating to this Lease for that Expense Year. Should such an audit
disclose a discrepancy between actual Operating Expense and what Tenant paid for
Tenant's Share of such Operating Expenses and such discrepancy is equal to or
greater than two percent (2%), Landlord shall not only refund the discrepancy
amount to Tenant but also pay for the actual cost of such audit upon being
billed therefor by Tenant.

4. USE OF PREMISES. Tenant shall have the right to use and occupy the Premises
for the purpose of general office. Landlord covenants and agrees that throughout
the term of this Lease, Tenant shall be entitled to a reasonable number of
parking spaces for its employees, customers and visitors.

                                       5


5. QUIET ENJOYMENT. Landlord warrants to Tenant that Landlord is the owner of
the Buildings, and that Landlord may rightfully enter into this Lease. Landlord
shall protect, defend and indemnify Tenant against any interference with
Tenant's use and quiet enjoyment of the Premises.

6. TAXES. Landlord shall be responsible for the payment of all taxes assessed on
the Premises during the Term, subject to Tenant's obligation to reimburse
Landlord for Tenant's Share thereof, and Tenant shall be responsible for the
payment of taxes assessed upon any of Tenant's personal property located on the
Premises. Notwithstanding any contrary provision herein, Tenant shall pay prior
to delinquency any rent tax, sales tax or service tax generated as result of
this Lease.

7. INSURANCE. Tenant shall pay its pro rata share of all premiums for fire
insurance, extended coverage insurance, liability insurance, "other perils"
insurance, and other insurance carried by Landlord on or with respect to the
Premises. Tenant's pro rata share of the insurance premiums, regardless of the
manner in which they are to be paid, shall be deemed to be additional rental due
under this Lease. If the premiums should increase or decrease at any time,
Tenant's pro rata share and Tenant's payments shall be appropriately adjusted.

      7.1 LIABILITY INSURANCE. Tenant and Landlord shall each separately
maintain at all times during the Initial Term and any Renewal Term and keep in
force for their mutual benefit, commercial general liability insurance against
claims for personal injury, death or property damage occurring in, on or about
the Premises or sidewalks or areas adjacent to the Premises to afford protection
to the limit of not less than $5,000,000 combined single limit. Such insurance
may be covered under a blanket policy covering the Premises and other locations
of Tenant or an affiliate corporation or entity. Certificates of all policies of
insurance shall be delivered to the party requesting the certificates or parties
designated by the party requesting the certificates upon written request.

      7.2 WAIVER OF SUBROGATION. Both Tenant and Landlord agree to seek a waiver
of subrogation clause from their respective insurers which establishes a waiver
of the insurer's subrogation against Landlord or Tenant as the case may be for
any property loss (real/personal property or improvements/betterments) caused by
the other. Any policy or policies of insurance procured by Landlord or Tenant,
covering direct or indirect property loss, shall include a waiver of subrogation
clause in favor of the other party as the case may be.

8. UTILITIES. Landlord and Tenant agree that the Buildings are already connected
for sewer, water, gas, and electricity. Subject to Tenant's obligations to pay
Tenant's Share of the cost Landlord incurs in supplying utilities to the common
areas, Tenant shall pay all utility expenses incurred by Tenant in connection
with Tenant's use of the Premises (collectively, "Tenant's Utility Expenses").
In the event utility service is interrupted to the Premises due to the need for
maintenance and repair to the utility lines, Landlord shall immediately commence
restoration and repairs of the lines and conduits in order that said utility
service shall be resumed at the earliest possible time. If Landlord shall fail
to make such repairs after written notice from Tenant,

                                       6


Tenant may do so at Landlord's expense. Additionally, should there be an
interruption in the utilities for more than 24 hours due to the Landlord's gross
negligence, rent shall be abated until the utilities are restored.

9. MAINTENANCE AND REPAIRS. Structural portions of the Premises, including the
roof, foundation, exterior walls and load bearing interior walls, shall be
maintained and repaired by Landlord except to the extent repairs are made
necessary by the acts of Tenant. Except for the repairs and maintenance Landlord
is specifically obligated to make under this Section, Tenant shall maintain and
keep the entire Premises including all partitions, doors, ceiling, fixtures,
equipment and appurtenances thereof in good order, condition and repair,
reasonable wear and tear excepted at the sole expense of Tenant. To the extent
an HVAC system serves the Premises exclusively, Tenant shall be responsible for
maintaining an HVAC service contract for routine filter changing and general
upkeep. Landlord may disapprove the contractor, provided however, its approval
may not be unreasonably withheld, conditioned or delayed.

10. COMMON AREA MAINTENANCE. Landlord shall keep the common area in good repair
during the term or extension thereof, reasonable wear and tear excepted.

11. ALTERATIONS AND IMPROVEMENTS. Tenant shall have the right at any time
throughout the term of this Lease and any extensions hereof, to make or cause to
be made, any alterations, additions, or improvements, or install or cause to be
installed any trade fixture, signs, floor covering, interior or exterior
painting or lighting, plumbing fixtures, shades or awnings, as Tenant may deem
necessary or suitable with Landlord's prior written approval, which approval
shall not be unreasonably withheld or delayed. Upon the expiration of the
Initial Term of this Lease, Tenant shall have the option to remove such
alterations, decorations, additions or improvements made by it, provided any
damage to Premises resulting from such removal is repaired. Also, upon the
expiration of the Initial Term of this Lease, Tenant if requested by Landlord
shall remove any signs and repair any damages to the Premises resulting from
such removal. During the term, Tenant shall not make any alterations, additions,
improvements, non-cosmetic changes or other material changes to the Premises
without the prior written approval of Landlord, which approval shall not be
unreasonably withheld or delayed. Notwithstanding the foregoing, Tenant shall be
permitted to make Minor Alterations (as defined below) without Landlord's prior
written consent. Minor Alterations, as used herein, shall be defined as any
alterations, improvements, etc. made to the Premises (excluding the facade
thereof) which do not affect the structure of the Building, their systems or
equipment. If Landlord approves any alterations, additions, improvements, etc.,
Landlord shall notify Tenant, in writing, along with Landlord's approval notice,
of whether Tenant shall, upon termination of this Lease, either: (i) remove any
such alterations or additions and repair any damage to the Buildings or the
Premises occasioned by their installation or removal and restore the Premises to
substantially the same condition as existed prior to the time when any such
alterations or additions were made, or (ii) reimburse Landlord for the cost of
removing such alterations or additions and the restoration of the Premises.

12. FIRE OR CASUALTY. If more than twenty-five percent (25%) of the Premises or
the use, occupancy or access to or of the Premises shall be destroyed in whole
or in part by fire or other casualty, Tenant may in its reasonable discretion
terminate this Lease. If less than twenty-five percent (25%) of the Premises
shall be destroyed in whole or in part by fire or casualty, the Rent

                                       7


due during the remainder of the Lease term shall be reduced in proportion to the
area destroyed, effective on the date of the casualty. Within thirty (30) days
after the date of a fire or other casualty, Landlord must inform Tenant if the
Premises and the office buildings will be rebuilt. If the Premises is to be
rebuilt and Tenant elects not to terminate the Lease, the Premises and office
buildings must be rebuilt and ready for occupancy within ninety (90) days of
date of fire or other casualty. Landlord and Tenant agree and covenant that
neither shall be liable to the other for loss arising out of damage to or
destruction of the Premises or contents thereof when such loss is caused by any
perils included within, and covered by, standard fire and extended coverage
insurance policy of the state of Florida. This agreement shall be binding
whether or not such damage or destruction be caused by negligence of either
party or their agents, employees or visitors. Landlord agrees to carry fire and
extended coverage to the extent required by its lender, and if there is no
lender, in an amount satisfactory to Landlord.

13. EMINENT DOMAIN. If more than twenty-five percent (25%) of the Premises (or
the use, occupancy or access to or of the Premises) shall be taken or condemned
by any governmental or quasi-governmental authority for any public or
quasi-public use or purpose (including sale under threat of such a taking), or
if the owner elects to convey title to the condemnor by a deed in lieu of
condemnation, then Tenant may in its discretion terminate the Lease and be
relieved from further liability hereunder. If less than twenty -five percent
(25%) of the Premises (or the use, occupancy or access to or of the Premises)
shall be taken or condemned by any governmental or quasi-governmental authority
for any public or quasi-public use or purpose (including sale under threat of
such a taking), or if Tenant elects not to terminate this Lease, the Rent due
during the remainder of the Lease term shall be reduced in proportion to the
area taken, effective on the date physical possession is taken by the condemning
authority; provided, however, that in the event Tenant cannot reasonably operate
its business at the Premises due to such partial taking, Tenant shall be
permitted to terminate this Lease by written notice to Landlord.

14. TENANT'S DEFAULT.

      14.1 Any other provisions in this Lease notwithstanding, it shall be an
event of default ("Event of Default") under this Lease if: (i) Tenant fails to
pay any installment of rent or any other sum payable by Tenant hereunder when
due and such failure continues for a period of ten (10) days after written
notice from Landlord to Tenant that such payment has not been received, or (ii)
Tenant fails to observe or perform any other material covenant or agreement of
Tenant herein contained and such failure continues after written notice given by
or on behalf of Landlord to Tenant for more than thirty (30) days, provided,
however, that if such non-monetary Event of Default by Tenant cannot reasonably
be cured within such thirty (30) day period, and provided further that Tenant is
proceeding with due diligence to effect a cure of said Event of Default, no
Event of Default hereunder shall be declared by Landlord if Tenant continues to
proceed with diligence to cure said Event of Default, but in no event shall such
cure period extend beyond ninety (90) days following notice from Landlord of
such violation, default or breach, or (iii) Tenant files a petition commencing a
voluntary case, or has filed against it a petition commencing an involuntary
case, under the Federal Bankruptcy Code (Title 11 of the United States Code), as
now or hereafter in effect, or under any similar law, or files or has filed
against it a petition or answer in bankruptcy or for reorganization or for an
arrangement pursuant to any state bankruptcy law or any similar state law, and,
in the case of any such involuntary action, such action shall not be dismissed,
discharged or denied within sixty (60) days after the

                                       8


filing thereof, or Tenant consents or acquiesces in the filing thereof, or (iv)
a custodian, receiver, trustee or liquidator of Tenant or of all or
substantially all of Tenant's property or of the Premises shall be appointed in
any proceedings brought by or against Tenant and, in the latter case, such
entity shall not be discharged within sixty (60) days after such appointment or
Tenant consents to or acquiesces in such appointment, or (v) Tenant shall
generally not pay Tenant's debts as such debts become due, or shall make an
assignment for the benefit of creditors, or shall admit in writing its inability
to pay its debts generally as they become due. The notice and grace period
provisions in clauses (i) and (ii) above shall have no application to the Events
of Default referred to in clauses (iii) through (v) above.

      14.2 If Tenant shall fail to make any payment of rent when due or if
Tenant shall fail to keep and perform any express written covenant of this Lease
and shall continue in default for a period of ten (10) days after Tenant has
received written notice of such default and demand of performance from Landlord,
Landlord may commence judicial proceedings, provided, however, if any default
shall occur (other than in the payment of rent) which cannot be cured within a
period of thirty (30) days and Tenant, prior to the expiration of thirty (30)
days from and after the giving of notice as aforesaid, commences to eliminate
such default and proceeds diligently to take steps to cure the same, Landlord
shall not have the right to declare the term ended by reason thereof for an
additional period of sixty (60) days.

      14.3 In the event of any such Event of Default, Landlord at any time
thereafter may at its option exercise any remedies available to Landlord at law
or in equity, including, without limitation, one or more of the following
remedies:

            (i) Termination of Lease. Landlord may terminate this Lease, by
written notice to Tenant, without any right by Tenant to reinstate its rights by
payment of rent due or other performance of the terms and conditions hereof.
Upon such termination Tenant shall immediately surrender possession of the
Premises to Landlord, and Landlord shall immediately become entitled to receive
from Tenant an amount equal to the difference between the aggregate of all rent
reserved under this Lease for the balance of the Initial Term or Renewal Term,
as the case may be, and the fair rental value of the Premises for that period,
determined as of the date of such termination, and reduced by the amount
Landlord may obtain upon reletting, discounted to present value at the rate of
ten percent (10%).

            (ii) Reletting. With or without terminating this Lease, as Landlord
may elect, Landlord may, by summary proceedings, re-enter and repossess the
Premises, or any part thereof, and lease them to any other person upon such
terms as Landlord shall deem reasonable, for a term within or beyond the term of
this Lease; provided, that any such reletting prior to termination shall be for
the account of Tenant, and Tenant shall remain liable for (i) all rent and other
sums which would be payable under this Lease by Tenant in the absence of such
expiration, termination or repossession, less (ii) the net proceeds, if any, of
any reletting effected for the account of Tenant after deducting from such
proceeds all of Landlord's actual expenses, attorneys' fees, employees'
expenses, reasonable alteration costs, expenses of preparation for such
reletting and all other actual costs and expenses incurred as a result of
Tenant's breach of this Lease. Landlord shall use commercially reasonable
efforts to relet the Premises. If the Premises are at the time of default sublet
or leased by Tenant to others, Landlord may, as Tenant's agent, collect rents
due from any subtenant or other tenant and apply such rents to the rent and
other amounts due hereunder without in any way affecting Tenant's obligation to
Landlord hereunder.

                                       9


            (iii) Injunction. In the event of breach by either party of any
provision of this Lease, the other party shall have the right of injunction and
the right to invoke any remedy allowed at law or in equity in addition to other
remedies provided for herein.

            (iv) No Exclusive Right. No right or remedy herein conferred upon or
reserved to Landlord or Tenant is intended to be exclusive of any other right or
remedy herein or by law provided, but each shall be cumulative and in addition
to every other right or remedy given herein or now or hereafter existing at law
or in equity or by statute.

            (v) Expenses. In the event that either Landlord or Tenant exercises
any of the remedies provided herein, the wrongful party shall pay to the other
all actual expenses incurred in connection therewith, including reasonable
attorneys' fees.

15. LANDLORD'S DEFAULT. If Landlord shall be in default or shall fail or refuse
to perform or comply with any of his obligations under this Lease and shall
continue in default for a period of thirty (30) days after Tenant has given
Landlord written notice of such default and demand of performance, Tenant may
remedy the same and deduct the cost thereof from subsequent installments of rent
or terminate the Lease and recover from Landlord any and all damages Tenant may
have incurred due to such default or failure. Upon any default by Landlord under
this Lease, Tenant may, except as otherwise specifically provided in this Lease
to the contrary, exercise any of its rights provided at law or in equity.

16. ASSIGNMENT AND SUB-LETTING. Tenant shall not have the right to assign,
sublet, transfer, or encumber this Lease or its rights hereunder or any part
thereof at any time without the Landlord's prior written consent, except for the
Permitted Transfers (defined below). A "Permitted Transfer" means an assignment
or sublet to (i) any entity controlled by, controlling, or under common control
with Tenant (a "Tenant Affiliate") or a Tenant Affiliate, including without
limitation FNF, or (ii) any entity with which Tenant or a Tenant Affiliate may
merge or consolidate, which acquires all or substantially all of the assets or
shares of stock of Tenant or a Tenant Affiliate, or (iii) any entity that is the
successor in the event of a reorganization. In instances other than Permitted
Transfers, Landlord agrees not to withhold or delay its written consent if to do
so would be commercially unreasonable. In the event of any assignment of this
Lease by Tenant, Tenant shall not be and is not relieved of any liability under
any and all of its covenants and obligations contained in or derived from this
Lease arising out of any act, occurrence or omission occurring after said
assignment; provided, however that the Tenant's assignee assumes all obligations
of Tenant hereunder and attorns to Landlord for such obligations. Landlord may
assign this Lease in connection with the sale or financing of the Demised
Premises provided that (i) no such assignment may impose upon Tenant any
obligations greater than set forth in the Lease; and (ii) Landlord gives notice
to Tenant within thirty (30) days following the effective date of the assignment
which contains the assignee's name, address, telephone number, and the name of
the individual handling the affairs relating to this Lease. Any rents received
by Landlord hereunder, which in fact belong to the assignee of Landlord, shall
be held in trust by Landlord and forwarded immediately to the assignee of
Landlord. In the event of any assignment or sublease, Tenant shall remain
responsible for the payment

                                       10


of rent and for the performance of all terms, covenants and conditions
undertaken by Tenant pursuant to this Lease unless otherwise agreed to by
Landlord in writing.

17. HOLDING OVER. In the event Tenant remains in possession of the Premises
after the expiration of the Initial Term or a Renewal Term without executing a
new Lease, Tenant shall occupy the Premises from month to month at a rental rate
of 150% of the applicable rental rate during the last month of the term, subject
to all of the covenants of this Lease insofar as consistent with such a tenancy.
The provisions of this Section 17 shall not be deemed to limit or constitute a
waiver of any other rights or remedies of Landlord provided herein or at law.

18. SIGNAGE. Landlord and Tenant hereby agree that FNF has retained and shall
retain, throughout the term of the Lease, the signage rights it presently has on
the exterior of the Buildings, the monument signage at Riverside Avenue,
directory and suite entry signage. Landlord and Tenant agree that the only other
signage that may appear on the exterior of the Buildings and on the exterior
monument signage during the term hereof shall be that of Landlord, Tenant or
FNF. Until such time as Landlord is a publicly traded company or experiences a
change of control (i.e., another person or entity other than FNF possesses,
directly or indirectly, the power to direct or cause the direction of the
management and policies of Landlord, whether through the ownership of voting
securities, by contract, or otherwise), any proposed change by Landlord of the
monument and building signage as it exists on the Commencement Date of this
Lease shall require Tenant's prior written consent, which may be withheld by
Tenant in its sole and absolute discretion, and Landlord if granted such consent
shall solely bear the cost of any such change. Until such time as Landlord is a
publicly traded company or experiences a change of control (as defined above),
Landlord agrees that it shall not, without Tenant's prior written consent (which
may be withheld in Tenant's sole and absolute discretion), cause any impairment
to the visibility of Tenant's existing signage, if any, or install any
additional signage on the monument or any of the Buildings. Beginning within a
reasonable time of prior to Landlord becoming a public company or experiencing a
change of control, Landlord and Tenant shall discuss and agree upon reasonable
Landlord signage rights so that as of the date that Landlord is a public company
or experiences a change of control it will be able to affix its name and/or logo
in one or more locations on the building and monuments in a manner that is
reasonably acceptable to Tenant.

19. HAZARDOUS MATERIALS. Landlord and Tenant agree to indemnify and hold
harmless the other from any and all claims, damages, fines, judgments,
penalties, costs, liabilities or losses (including, without limitation, any and
all sums paid for settlement of claims, attorneys fees, consultant and expert
fees) arising during or after the lease term from or in connection with the
presence or suspected presence of hazardous substances in, on or beneath the
Premises, unless the hazardous substances are present as the result of
negligence, willful misconduct or other acts of the party otherwise so
indemnified, its agents, employees, contractors or invitees. Without limitation
of the foregoing, this indemnification shall include any and all costs incurred
due to any investigation by a federal, state or local agency or political
subdivision, unless the hazardous substances are present solely as the result of
negligence, willful misconduct or other acts of the party otherwise so
indemnified, its agents, employees, contractors or invitees. This
indemnification shall specifically include any and all costs due to hazardous
substances which flow, diffuse, migrate or percolate into, ontoor under the
Premises after the Commencement Date. Each of the parties agree to comply with
all laws, codes, rules, and regulations of the

                                       11


United States, the State of Florida. Tenant agrees that it will not store, keep,
use, sell, dispose of or offer for sale in, upon or from the Premises any
article or substance which may be prohibited by any insurance policy in force
from time to time covering the Buildings nor shall Tenant keep, store, produce
or dispose of on, in or from the Premises or the Buildings any substance which
may be deemed a hazardous substance or infectious waste under any state, local
or federal rule, statute, law, regulation or ordinance as may be promulgated or
amended from time to time. As used herein, "hazardous substance" means any
substance which is toxic, ignitable, reactive, or corrosive and which is
regulated by any local government, the state in which the Premises is located,
or the United States government or poses a threat to human health or the
environment, and includes any and all material and substances which are defined
as "hazardous waste", "toxic substances" or a "hazardous substance" pursuant to
state, federal or local governmental law, including, but not restricted to,
asbestos, polychlorobiphenyls and petroleum.

20. AMERICANS WITH DISABILITIES ACT. Each of Landlord and Tenant represents and
warrants that any alterations, modifications, upfit or construction performed by
it shall be performed in compliance with the ADA.

21. SUBORDINATION. Subject to the covenant given by Landlord in this paragraph
to obtain nondisturbance and attornment agreements with any mortgage or
beneficiary of a deed of trust encumbering the property, Tenant agrees that this
Lease is and shall remain subject and subordinate to any mortgage given by
Landlord on the property or buildings, and Landlord's interest in this Lease may
be assigned as security for any present and future mortgages or deeds of trust
attaching the property and all renewals, modifications, replacements and
extensions thereof. However, Landlord shall enter only into financing and
mortgage agreements which allow Tenant to retain its leasehold interest in the
Premises provided Tenant is not in default under this Lease and which obligates
Tenant to abide by all the terms, covenants and conditions of this Lease in the
event the mortgagee takes title to the Premises through foreclosure or accepts a
deed in lieu of foreclosure. At any time and from time to time upon not less
than fifteen (15) days' prior notice by Landlord to Tenant, Tenant shall,
without charge, execute, acknowledge and deliver to Landlord a statement
prepared by Landlord, in a form for Tenant to fill in and sign, certifying
whether (i) this lease is unmodified and in full force and effect (or if there
have been modifications, whether the same is in full force and effect as
modified and stating the modifications), (ii) the Term has commenced and Base
Rent and Additional Rent have become payable hereunder and, if so, the dates to
which they have been paid, (iii) whether or not, to the knowledge of the signer
of such certificate, Landlord is in default in performance of any of the terms
of this Lease and, if so, specifying each such default of which the signer may
have knowledge, (iv) Tenant has accepted possession of the Premises, (v) Tenant
has made any claim against Landlord under this Lease and, if so, the nature
thereof and the dollar amount, if any, of such claim, (vi) Tenant then claims
any offsets or defenses against enforcement of any of the terms of this Lease
upon the part of Tenant to be performed, and, if so, specifying the same, and
(vii) such further information with respect to the Lease or the Premises as
Landlord may reasonably request. Any such statement delivered pursuant hereto
may be relied upon by any prospective purchaser of the Premises or any part
thereof or of the interest of Landlord in any part thereof, by any mortgagee or
prospective mortgagee thereof, by any lessor or prospective lessor thereof, by
any lessee or prospective lessee thereof, or by any prospective assignee of any
mortgage thereof.

                                       12


22. ATTORNEY'S FEES. In connection with any litigation arising out of this
Lease, the prevailing party, Tenant or Landlord, shall be entitled to recover
all costs incurred, including reasonable attorney's fees.

23. LIMITATION ON LIABILITY. Neither party is liable to the other for under this
lease for any special, incidental, punitive or consequential damages of any kind
or nature, including, without limitation, any lost profits or loss of business.
Notwithstanding anything to the contrary, Landlord is not liable for flood water
damage unless Landlord is grossly negligent or willful misconduct. Landlord
shall not be liable to Tenant or to Tenant's employees, agents or invitees, or
to any other person or entity, whomsoever, for any injury to person or damage to
or loss of property on or about the Premises or the common area caused by the
negligence, acts or omissions, or misconduct of Tenant, its employees, or of any
other person entering the Buildings under the express or implied invitation of
Tenant, or arising out of the use of the Leased Premises by Tenant and the
conduct of its business therein, or arising out of any breach or default by
Tenant in the performance of its obligations under this Lease or resulting from
any other cause whatsoever, except Landlord's gross negligence; and Tenant
hereby agrees to indemnify Landlord and hold it harmless from any loss, cost,
expense or claims arising out of any such damage or injury.

24. SERVICES PROVIDED BY LANDLORD.

            24.1 SECURITY. Tenant shall adhere to Landlord's security procedures
as they pertain to the Premises. This may include, but not be limited to, proper
display of security badges, maintaining accurate employee access rosters, and
assisting Landlord in the investigation of security related matters. Landlord
agrees to provide Tenant with the same security services that Landlord provides
throughout the Corporate Campus, subject to Tenant's compliance with Landlord's
security procedures and subject to Tenant's obligation to pay Tenant's share of
the cost thereof.

            24.2 TELECOMMUNICATIONS. Landlord shall provide to Tenant and its
affiliates phone and voicemail equipment system, together with services for such
system, for its operations at the Premises, 10301 Deerwood Park Boulevard,
Jacksonville, FL., 32256, and any airplane hangar used by Tenant or FNF at
Jacksonville International Airport, in accordance with the terms set forth in
Schedule A attached hereto.

            24.3 MAIL SERVICES. Landlord covenants and agrees that throughout
the term of this Lease Landlord shall provide Tenant with mail delivery services
within the Corporate Campus.

25. MEMORANDUM OF LEASE. Tenant shall not record this Lease or a Memorandum of
Lease.

26. NOTICES. Any notice, report, statement, approval, consent, designation,
demand or request to be given under this Lease shall be effective when made in
writing, deposited for mailing with the United States Postal Service and
addressed to Landlord or Tenant at the following addresses:

                                       13


            LANDLORD:   Fidelity Information Services, Inc.
                        601 Riverside Avenue
                        Jacksonville, Florida 32204
                        Attn: Fred Parvey, Vice President
                        Phone: 904-854-8100

            TENANT:     Fidelity National Title Group, Inc.
                        c/o Orion Realty Group
                        601 Riverside Avenue
                        Jacksonville, Florida 32204
                        Attn: Sam Kitamura, President
                        phone: 904-854-8100

27. MISCELLANEOUS.

      27.1 SUCCESSORS AND ASSIGNS. This Lease shall be binding upon and shall
inure to the benefit of Landlord, Tenant and their respective successors and
assigns.

      27.2 GOVERNING LAW. This Lease shall be construed under the laws of the
State of Florida, without application of the conflict of law provisions thereof.

      27.3 MERGER CLAUSE. This Lease contains the entire agreement between
Landlord and Tenant regarding the Premises which are the subject of this Lease
and may only be altered by a written agreement executed by both Landlord and
Tenant.

      27.4 SEVERABILITY. If any term or provision of this Lease or the
application hereof to any person or circumstance shall, to any extent, be
invalid or unenforceable, the remainder of this Lease shall not be affected
thereby.

      27.5 FORCE MAJEURE. In the event the performance by either party of any of
its obligations hereunder, except with the respect of payment of money, is
delayed by reason of an act of God, strike, governmental restrictions, war,
terrorist threats or acts, or any other cause, similar or dissimilar, beyond the
reasonable control of the party from whom such performance is due, the period
for the commencement of completion thereof shall be extended for a period equal
to the period during which performance is so delayed.

      27.6 COUNTERPARTS. The Lease may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original, but such counterparts together shall constitute but one and the same
instrument.

      27.7 NO PARTNERSHIP CREATED. The Landlord and Tenant are not and shall not
be considered joint venturers, not partners, and neither shall have power to
bind or obligate the other except as set forth herein.

      27.8 HEADINGS. The titles to the paragraphs of this Lease are inserted
only as a matter of convenience and for reference and in no way confine, limit
or describe the scope or intent of any section of this Lease, nor in any way
affect this Lease.

                                       14


      27.9 MODIFICATION. No modifications, alterations, or amendments of this
Lease or any agreements in connection therewith shall be binding or valid unless
in writing and duly executed by both Landlord and Tenant. Notwithstanding the
foregoing, this Lease may not be amended without the prior written consent of
THL and TPG, not to be unreasonably withheld, conditioned or delayed, if such
amendment (i) decreases the base rental rate (as expressed on a rentable square
foot basis) provided hereunder in a manner not otherwise specifically authorized
by this Lease, (ii) changes the term of the Lease, (iii) materially affects the
scope of any service provided hereunder in a manner that is detrimental to
Landlord, or (iv) changes any other material term or condition of the Lease in a
manner that is materially adverse to Landlord. For the purposes hereof, the term
"THL" shall mean Thomas H. Lee Equity Fund V, L.P. and the term "TPG" shall mean
TPG Partners III, L.P.

      IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease effective
as of the day and year above first written.

                       LANDLORD:

                       FIDELITY INFORMATION SERVICES, INC.,
                       an Arkansas corporation

                       By ____________________________
                          Michael L. Gravelle
                          Senior Vice President, General Counsel, & Secretary

                       TENANT:

                       FIDELITY NATIONAL TITLE GROUP, INC.,
                       a Delaware corporation

                       By ____________________________
                          Raymond R. Quirk
                          Chief Executive Officer

                                       15

                                                                   EXHIBIT 10.16

                                                                        NOVATION

                MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT

                                     between

                       FIDELITY INFORMATION SERVICES, INC.

                                       and

                       FIDELITY NATIONAL TITLE GROUP, INC.

                     dated as of ____________________, 2005



                                TABLE OF CONTENTS



                                                                                                        PAGE NUMBER
                                                                                                     
ARTICLE 1.          DEFINITIONS; RULES OF INTERPRETATION.............................................         1
           1.1.     Definitions......................................................................         1
           1.2.     Rules of Interpretation..........................................................         1

ARTICLE 2.          TERM.............................................................................         2
           2.1.     Initial Term.....................................................................         2
           2.2.     Renewal and Extensions...........................................................         2

ARTICLE 3.          Services.........................................................................         3
           3.1.     Services.........................................................................         3
           3.2.     FIS Responsible for all Service Providers and FIS Subcontractors.................         4
           3.3.     Core Services....................................................................         5
           3.4.     Base Services Agreements.........................................................         5
           3.5.     Statements of Work, Right of First Look, and Additional Services.................         6
           3.6.     License Management...............................................................         7
           3.7.     Licenses and Permits.............................................................         7
           3.8.     Change Control Procedures........................................................         7
           3.9.     Product Discontinuation..........................................................         7
           3.10.    Improved Technology and Practices................................................         8
           3.11.    Disaster Recovery and Component Recovery.........................................         8
           3.12.    Reports..........................................................................         8
           3.13.    Compliance Environment...........................................................         8
           3.14.    Title to Work Product............................................................         9
           3.15.    FIS Affiliate Statements of Work.................................................         9

ARTICLE 4.          CUSTOMER SATISFACTION............................................................        10
           4.1.     Baseline FNT Satisfaction Survey.................................................        10
           4.2.     FNT Satisfaction Survey..........................................................        10

ARTICLE 5.          SERVICE LEVELS; SERVICE LEVEL CREDITS; ADJUSTMENTS TO   SERVICE LEVELS ..........        10
           5.1.     Services.........................................................................        10
           5.2.     Adjustment of Service Levels.....................................................        10
           5.3.     Failure to Perform; Root-Cause Analysis..........................................        11
           5.4.     Service Level Credits............................................................        11
           5.5.     Priority of Recovery of Services.................................................        11
           5.6.     Service Level Measurement........................................................        12
           5.7.     Service Level Audit..............................................................        12

 ARTICLE 6.          SERVICE LOCATIONS...............................................................        12
           6.1.     FIS Service Locations............................................................        12





                                                                                                          
           6.2.     Safety and Security Procedures...................................................        13

ARTICLE 7.          RELATIONSHIP MANAGEMENT; DISPUTE RESOLUTION......................................        15
           7.1.     Relationship Managers............................................................        15
           7.2.     Escalation Procedures............................................................        15
           7.3.     Continuity of Services...........................................................        17

ARTICLE 8.          PROJECT STAFF....................................................................        17
           8.1.     Project Staff....................................................................        17
           8.2.     Account Manager; FTEs............................................................        18
           8.3.     Onsite Resources.................................................................        18
           8.4.     FIS Subcontractors...............................................................        18
           8.5.     Conduct of FIS Personnel.........................................................        19
           8.6.     Conduct of FNT Personnel.........................................................        19
           8.7.     Personnel Recruitment............................................................        19

ARTICLE 9.          PROPRIETARY RIGHTS IN SOFTWARE AND SYSTEMS.......................................        19
           9.1.     Identification of Software.......................................................        19
           9.2.     FNT Software.....................................................................        20
           9.3.     FIS Proprietary Software.........................................................        20
           9.4.     FIS Third Party Software.........................................................        21
           9.5.     Developed Software...............................................................        22
           9.6.     Equipment........................................................................        22
           9.7.     Systems..........................................................................        23

ARTICLE 10.         REQUIRED CONSENTS................................................................        23

ARTICLE 11.         THIRD PARTY CONTRACT ADMINISTRATION AND MANAGEMENT...............................        23
           11.1.    FIS Responsibilities.............................................................        23
           11.2.    Third Party Invoices.............................................................        23

ARTICLE 12.         DATA.............................................................................        24
           12.1.    Title to Data....................................................................        24
           12.2.    Return of Data...................................................................        24
           12.3.    Partial Return of Data...........................................................        24
           12.4.    Timing; Expense..................................................................        24

ARTICLE 13.         INVOICES AND PAYMENTS............................................................        24
           13.1.    Fees.............................................................................        24
           13.2.    Credits..........................................................................        24
           13.3.    Taxes............................................................................        24
           13.4.    Proration........................................................................        25
           13.5.    Invoicing and Payment............................................................        25
           13.6.    Rights of Set Off................................................................        25
           13.7.    Refundable Items.................................................................        25
           13.8.    Inflation Adjustment.............................................................        25





                                                                                                          
           13.9.    Pass-Through Expenses............................................................        26

ARTICLE 14.         AUDITS...........................................................................        26
           14.1.    Processing.......................................................................        26
           14.2.    Fee Audit........................................................................        27

ARTICLE 15.         FORCE MAJEURE; TIME OF PERFORMANCE...............................................        27
           15.1.    Force Majeure....................................................................        27
           15.2.    Time of Performance and Increased Costs..........................................        28
           15.3.    Sole and Exclusive...............................................................        28

ARTICLE 16.         CONFIDENTIALITY..................................................................        29
           16.1.    Confidential Information.........................................................        29
           16.2.    Work Product Privilege...........................................................        29
           16.3.    Injunctive Relief................................................................        30
           16.4.    Unauthorized Acts................................................................        30
           16.5.    Publicity........................................................................        30
           16.6.    Data Privacy.....................................................................        31

ARTICLE 17.         REPRESENTATIONS AND WARRANTIES...................................................        33
           17.1.    Representations and Warranties...................................................        33
           17.2.    Disclaimer.......................................................................        38

ARTICLE 18.         TERMINATION......................................................................        38
           18.1.    Termination for Convenience......................................................        38
           18.2.    Termination......................................................................        38
           18.3.    Termination for Insolvency.......................................................        39
           18.4.    Termination Assistance...........................................................        40

ARTICLE 19.         EXIT PLAN........................................................................        41
           19.1.    Description of Termination Assistance Services...................................        41
           19.2.    Implementation...................................................................        41

ARTICLE 20.         INDEMNIFICATION..................................................................        41
           20.1.    Indemnification by FIS...........................................................        41
           20.2.    Indemnification by FNT...........................................................        42
           20.3.    FIS Intellectual Property Indemnification........................................        43
           20.4.    FNT Intellectual Property Indemnification........................................        43
           20.5.    Indemnification Procedures.......................................................        44
           20.6.    Contribution.....................................................................        44
           20.7.    Limitation of Liability..........................................................        45
           20.8.    Exclusions.......................................................................        45

ARTICLE 21.         WAIVER...........................................................................        45

ARTICLE 22.         INSURANCE........................................................................        45
           22.1.    Coverage Required................................................................        45
           22.2.    Insurance Documentation..........................................................        46





                                                                                                          
ARTICLE 23.         MISCELLANEOUS PROVISIONS.........................................................        46
           23.1.    Notices..........................................................................        46
           23.2.    Counterparts.....................................................................        47
           23.3.    Headings.........................................................................        47
           23.4.    Relationship.....................................................................        47
           23.5.    Severability.....................................................................        48
           23.6.    Entire Agreement.................................................................        48
           23.7.    Amendments.......................................................................        48
           23.8.    Governing Law....................................................................        49
           23.9.    Survival.........................................................................        49
           23.10.   Third Party Beneficiaries........................................................        49
           23.11.   Acknowledgment...................................................................        49
           23.12.   Covenant of Further Assurances...................................................        49
           23.13.   Assignment.......................................................................        50




                                    EXHIBITS

Exhibit A                 Roles and Responsibilities
Exhibit B                 Professional Services
Exhibit C                 Base Service Agreements
        Schedule C-1      Managed Operations Services
        Schedule C-2      Network Services
        Schedule C-3      Messaging Services
        Schedule C-4      Domain and Directory Services
        Schedule C-5      Infrastructure Services
        Schedule C-6      Corporate Services
        Schedule C-7      Security Services
        Schedule C-8      Disaster Recovery Services
        Schedule C-9      Application Development Services
Exhibit D                 Fees
Exhibit E                 Fidelity Technology Centers
Exhibit F                 FNT Software as of the Effective Date
Exhibit G                 INTENTIONALLY DELETED
Exhibit H                 Service Levels
Exhibit I                 Termination Fees
Exhibit J                 Fidelity Information Security Policy
Exhibit 3.15              Form of Agreement for FIS Non-Subsidiary Affiliates



      This MASTER INFORMATION TECHNOLOGY SERVICES AGREEMENT, dated as of
_________________, 2005 (the "Effective Date"), by and between FIDELITY NATIONAL
TITLE GROUP, INC., a Delaware corporation ("FNT'), and FIDELITY INFORMATION
SERVICES, INC., an Arkansas corporation ("FIS"), (including all exhibits,
attachments and Statements of Work, as may be amended or appended from time to
time, the "Agreement").

                              W I T N E S S E T H:

      WHEREAS, FIS previously entered into a Master Services Agreement dated as
of March 4, 2005 (the "FNF Agreement") with Fidelity National Financial, Inc., a
Delaware corporation ("FNF"), as the parent company of FNT and its subsidiaries,
for the provision of certain information technology support and services, as
more fully described herein and as set forth in the Exhibits and Schedules
attached hereto and made a part hereof; and

      WHEREAS, pursuant to an Assignment and Assumption Agreement of even date
herewith between FNF and FNT, FNT has assumed, with the consent of FIS, all of
FNF's rights and obligations under the FNF Agreement; and

      WHEREAS, FIS and FNT wish to enter into a novation of the rights and
obligations under the FNF Agreement, as assumed by and assigned to FNT, so that
FNT is the clear party in interest with respect to the information technology
support and services to be provided by FIS, as more particularly described
herein and as set forth in the Exhibits and Schedules attached hereto and made a
part hereof;

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

ARTICLE 1. DEFINITIONS; RULES OF INTERPRETATION

1.1. Definitions.

1.2. Rules of Interpretation.

      (a)   The term "including" means "including, without limitations" unless
            the context clearly states otherwise.

      (b)   All references in this Agreement to Articles, Sections, Exhibits or
            Schedules, unless expressed or indicated, are to the Articles,
            Sections, Exhibits or Schedules to this Agreement.

      (c)   Words importing persons include, where appropriate, firms,
            associations, partnerships, trusts, corporations and other legal
            entities, including public bodies, as well as natural persons.

      (d)   Words importing the singular include the plural and vice versa.
            Words of the masculine gender are deemed to include the correlative
            words of the feminine and neuter genders.

                                       1


      (e)   All references to a number of days mean calendar days, unless
            expressly indicated otherwise.

      (f)   The recitals to this Agreement are deemed to be a part of this
            Agreement.

      (g)   In the event of a conflict between the terms of any or all of the
            body of this Agreement, the Statement of Work and any other Exhibit
            or Schedule to this Agreement, the terms of this Agreement shall
            prevail to the extent of such conflict.

      (h)   All reference herein to this Agreement shall include the exhibits
            and schedules attached to this Agreement.

ARTICLE 2. TERM

2.1. Initial Term. The initial term of this Agreement (the "Initial Term")
commences as of the Effective Date and shall continue until the fifth
Anniversary of the Effective Date (the "Initial Term Expiration Date"), unless
terminated earlier pursuant to Article 18.

2.2. Renewal and Extensions.

      (a)   FNT shall have the right to renew (a "Renewal Right") this Agreement
            upon the expiration of the Initial Term for a single one-year period
            (the "One Year Renewal Period") or for a single two-year period (the
            "Two Year Renewal Period"). Each such renewal period is referred to
            herein as a "Renewal Period". If FNT intends to exercise a Renewal
            Right, FNT shall provide FIS with a written notice of such intent (a
            "Renewal Notice") at least six (6) months prior to the Initial Term
            Expiration Date. FNT's failure to provide the Renewal Notice
            permitted by this Section 2.2 shall be conclusive evidence of FNT's
            intent not to exercise a Renewal Right. The Initial Term, along with
            any Renewal Period, are collectively referred to herein as the
            "Term". Expiration Date shall be defined as the end of the Term
            ("Expiration Date").

      (b)   Upon receipt by FIS of a Renewal Notice, FNT and FIS shall commence
            discussions relating to the terms and conditions of this Agreement
            applicable to the Renewal Period. If, prior to the commencement of a
            Renewal Period, FNT and FIS have not agreed upon the terms and
            conditions applicable to this Agreement during such Renewal Period,
            this Agreement shall be renewed for only the One Year Renewal Period
            on the terms of this Agreement in effect on the Initial Term
            Expiration Date.

      (c)   Each Statement of Work arising hereunder shall have an initial term
            as specified therein but, in the absence of any specification, shall
            be coextensive with the end of the Initial Term or then-current
            Renewal Term and, subject to any right of earlier termination, shall
            thereafter renew (or terminate) on the same dates and subject to the
            same notice requirements as applicable to this Agreement.

                                       2


ARTICLE 3. SERVICES

3.1. Services.

      (a)   As of the Effective Date and continuing throughout the Term, FIS
            will provide to the FNT Entities (defined immediately following),
            the information technology and related services that were provided
            by or on behalf of FIS (and Subsidiaries) to FNT Entities
            immediately prior to the Effective Date. For purposes of this
            Agreement, the term "FNT Entities" shall mean, collectively, at any
            given time, each of (i) FNT and (ii) all partnerships, firms,
            corporations, and entities which are, at that time, at least
            majority owned or otherwise controlled by FNF or FNT, but excluding,
            if otherwise applicable, Fidelity National Information Services,
            Inc. and each Subsidiary. The parties recognize that prior to the
            Effective Date, the services were provided pursuant to an
            intercompany relationship and not pursuant to a written agreement.
            Until such time as Service Levels have been mutually agreed upon by
            the parties following the baseline effort described in this Section,
            FIS shall provide the Services in the same basic manner and quality
            as prior to the Effective Date. Such services, together with
            Additional Services (defined herein below), and services to be
            provided under Statements of Work, Base Services Agreements, Exhibit
            B, Amendments, or an equivalent, made part of this Agreement from
            time to time, are collectively referenced herein as the "Services";
            the resulting operating environment to exist at the Effective Date
            is referenced as the "As Is environment". The Roles and
            Responsibilities described in Exhibit A shall apply only to the
            extent that a Base Service Agreement states that such Services will
            be provided. To facilitate a more detailed specification of the As
            Is environment, the parties shall mutually agree upon a written
            documented baseline plan, with the assistance of reputable,
            knowledgeable, mutually agreeable third party consultants (at the
            expense of FNT), and mutually agree upon a baseline of the As Is
            environment within sixty (60) days following the Effective Date. The
            parties agree that to the extent that Services are omitted in the
            descriptions in Exhibit C and from the fees in Exhibit D, the
            parties will work together following the Effective Date to
            memorialize the description of the Services in Exhibit C along with
            the fees therefor.

      (b)   FIS and FNT shall jointly prepare a non-binding technology plan (the
            "Technology Plan") within one hundred twenty (120) days after the
            Effective Date, and create updated Technology Plans in accordance
            with Section 3.10. Each Technology Plan after the first shall review
            and assess the immediately preceding Technology Plan. The Technology
            Plan shall consist of a three-year plan and an annual implementation
            of the plan and shall include a comprehensive assessment and
            strategic analysis of FNT's then-current IT systems and services for
            the next three (3) years, including an assessment of the appropriate
            direction for such systems and the Services in light of FNT's
            business priorities and strategies and competitive market forces.

      (c)   "Ancillary Tasks" shall mean those tasks, services, functions and
            responsibilities which are incidental to and normally associated
            with the performance of the

                                       3


            Services, or are reasonably necessary to perform the Services, as
            contemplated by this Agreement and as performed by FIS prior to the
            Effective Date; Ancillary Tasks are included within the concept and
            definition of Services and shall be performed by FIS to the same
            extent and in the same manner as performed prior to the Effective
            Date and, further, as if specifically and expressly described as a
            Service.

      (d)   FNT and FIS agree that each of the FNT Entities shall have the right
            to receive, use and benefit from the Services to be provided
            pursuant to this Agreement. For purposes of this Agreement,
            "Subsidiary" shall mean any corporation or other legal entity of
            which Fidelity National Information Services, Inc. controls or owns,
            directly or indirectly, more than fifty percent (50%) of the stock
            or other equity interest entitled to vote on the election of the
            members to the board of directors or similar governing body. FNT
            shall be fully responsible for compliance by each FNT Entity with
            the terms and conditions of this Agreement. FNT shall be the sole
            point of contact for FIS for all requests, communications,
            decisions, and approvals under this Agreement. FNT shall resolve,
            and FIS shall not be responsible for, any conflicts among the FNT
            Entities which affect FIS'S performance of the Services. FIS shall
            look solely to FNT for the payment of Fees. An entity which ceases
            to be an FNT Entity shall, ipso facto, cease to enjoy rights
            hereunder, but any of the FNT Entities may use its rights hereunder
            to transition the former FNT Entity off the Services, for a
            reasonable period, not to exceed twelve (12) months, without breach
            hereof. In any such event, FNT shall continue to pay for Services
            requested by FNT and provided by FIS in support of the transitioning
            FNT entity or business and shall be responsible for the performance
            of such transitioning entity in conformity with the terms and
            conditions of this Agreement.

      (e)   Subject to Section 3.1(d) and Section 3.5 (Additional Services) and
            subject to the terms of the applicable Base Service Agreement, FNT
            shall have the right to add additional entities, additional volumes
            and business units to this Agreement; provided that the addition or
            deletion of such entities or business units does not materially
            affect FIS'S obligations under this Agreement. Any such increase or
            decrease in volume resulting from the addition or deletion of
            entities, additional volumes or business units shall be treated as
            any other increase or decrease in the resource volumes invoiced to
            FNT. FNT shall share information with FIS necessary to allow FIS to
            determine which resources will be required to perform the Services
            and any Additional Services, subject to applicable confidentiality
            restrictions.

3.2. FIS Responsible for all Service Providers and FIS Subcontractors. The
specific services to be provided under this Agreement shall be identified in the
Base Services Agreements, Statement(s) of Work, Exhibits and Amendments to this
Agreement as mutually agreed upon in writing by both parties. FIS will provide
the Services on its own and/or through one or more subcontractors ("FIS
Subcontractors") and FIS will be responsible and liable for compliance by the
FIS Subcontractors with all applicable laws and regulations, the terms herein
relating to confidentiality, data and data security, and the Fidelity
Information Security Policy (attached as

                                       4


Exhibit J) and such additional terms as are identified by FNT to FIS as being
expressly required in any subcontract. FIS shall be fully responsible for
compliance by each FIS Subcontractor with the terms and conditions of this
Agreement and for policing and enforcing each subcontract. FIS shall be the sole
point of contact for all FIS Subcontractors for all requests, communications,
decisions, and approvals under this Agreement. FIS shall resolve, and FNT shall
not be responsible for, any conflicts among the FIS Subcontractors which affect
performance of the Services. FNT shall be liable hereunder solely to FIS (and
not to any subcontractor) for performance of this Agreement by FNT (or FNT
Entities). FIS'S use of an FIS Subcontractor in the performance of the Services
under this Agreement shall not, under any circumstances, operate to relieve FIS
of any of its obligations or liabilities under this Agreement or shift
responsibility therefore to FNT.

3.3. Core Services. The parties agree that as a result of the baselining effort
described in Section 3.1(a), certain Services will, upon mutual agreement of the
parties be deemed "Core Services." These Core Services may include: (i) managed
operations, (ii) network, (iii) e-mail/messaging, (iv) network routing, (v)
technology center infrastructure, (vi) active directory and domains, (vii)
security management, (viii) disaster recovery, (ix) systems development and (x)
business continuity. Notwithstanding any contrary limitation of remedies for FIS
failure to meet Service Levels, failure of FIS to maintain agreed Service Levels
for Core Services (as set forth in Exhibit H or otherwise), may rise to a
material breach of this Agreement warranting termination, may accrue elevated
Service Level Credits and may be the subject of damage claims.

3.4. Base Services Agreements. All Base Services Agreements attached hereto as a
Schedule to Exhibit C (each a "Base Services Agreement" and collectively, the
"Base Services Agreements") form a part of this Agreement. All applicable terms,
conditions, responsibilities and delivery schedules that apply to a particular
Service are identified in the applicable Base Services Agreement(s) and shall
govern the provision of the relevant Service. Each Base Services Agreement shall
contain a description of the Services to be performed, the applicable Fees and
the Service-specific terms, conditions, responsibilities and delivery schedules
which shall govern the provision of the relevant Services. All consistent terms
of this Agreement shall also apply to performance of each of the foregoing Base
Services Agreements. Unless otherwise agreed to in writing by both parties, the
Services to be rendered by FIS to FNT are limited to those Services that are
specifically described in the Base Services Agreements and the related Ancillary
Tasks. Any new terms, conditions, responsibilities or delivery schedules which
may be specifically applicable to any particular Service, as they may be
negotiated through the course of business, shall be set forth in writing and
executed by the parties and added to this Agreement either as a new Base
Services Agreement, Statement of Work or as an amendment to this Agreement. Such
action shall not constitute a modification or change of any provision of this
Agreement or of any provision of any other Base Services Agreement, unless
expressly stated in such written agreement. In the event of any conflict between
the provisions of this Agreement and a Base Services Agreement, the terms of
this Agreement shall control unless the Base Services Agreement expressly states
that, in the event of conflict with this specific Agreement (and not conflicting
agreements generally), the Base Services Agreement shall control.

                                       5


3.5. Statements of Work, Right of First Look, and Additional Services.

      (a)   FNT may from time to time request that FIS perform services that are
            not specified herein (nor implied, as Ancillary Tasks) as being
            included in the Services ("Additional Services"). During the Term,
            if FNT wishes to outsource services similar to the Services, FNT
            will first request such services from FIS as FNT's preferred
            provider, prior to requesting them from any other service provider,
            as follows. Upon request by FNT in writing to the FIS Relationship
            Manager in detail sufficient for FIS to respond, FIS will promptly
            respond in an amount of time appropriate to the complexity of
            project, but in no event more than ten (10) days later, providing
            FNT, in writing, (1) (A) a description in reasonable detail of the
            work FIS proposes to perform to fulfill the request for Additional
            Services, including when appropriate suggested software and/or
            hardware, (B) a schedule for commencing and completing such
            Additional Services, and (C) FIS'S full prospective charges and/or
            rates for completing and/or maintaining such Additional Services or
            (2) an estimate of time by which FIS shall provide to FNT the
            information set forth in subsections 3.5(a)(1)(A), (B) and (C)
            hereof.

      (b)   If FNT determines to move forward with such Additional Services from
            FIS on the terms offered, the parties shall work together over an
            appropriate period of time, not to exceed ten (10) days, to
            determine the following matters and develop a schedule for an
            appropriate Statement of Work: (1) when appropriate, any new
            software or hardware required by FIS to deliver the Additional
            Services, (2) when appropriate, if requested by FNT, the Designated
            Software, Equipment and run time requirements necessary to develop
            and operate any new applications required to deliver the Additional
            Services, (3) when appropriate, a description of the human resources
            necessary to develop and provide the Additional Services, (4) when
            appropriate, a list of any existing applications or hardware
            necessary to be used in delivering the Additional Services, and an
            assessment of the impact on then-current Services supported by such
            applications and/or hardware, (5) when appropriate, acceptance test
            criteria and procedures for any new applications, products, packages
            or services which are part of any Additional Services and (6) the
            applicable Fees. Thereafter, the parties shall mutually agree upon
            the time frame for the completion of the Statement of Work.

      (c)   If after FNT's receipt of FIS'S initial response to FNT's request
            for Additional Services containing the information set forth in
            Section 3.5(a)(1), FNT determines to move forward with such
            Additional Services it may elect, in writing, to have FIS promptly
            commence performance of such Additional Services on a time and
            materials basis, in accord with the FIS response and all applicable
            terms herein, pending execution of a definitive Statement of Work
            and for an FNT-specified period of not more than sixty (60) days.
            Such interim work shall be performed on a time and materials basis
            at the Professional Services Rate set forth in Exhibit B. If FNT
            indicates to FIS its desire to negotiate a Statement of Work
            pending, during or instead of, assuming a time and materials
            arrangement, the Parties shall promptly commence negotiations
            thereof. Either party may discontinue

                                       6


            negotiation of the definitive Statement of Work at such party's
            discretion at any time. Alternatively, if the FIS response is not
            acceptable to FNT, FNT may propose to, or request from, FIS a
            revision or refinement of the form or substance of FIS'S initial
            response. FIS will promptly (but in no event more than five (5) days
            later) respond with (1) a revised proposal or (2) an estimate of
            time by which FIS shall provide a revised proposal, and the process
            described above may repeat. A request by FNT for a revised proposal
            shall not be deemed a rejection of the original FIS proposal which
            may be taken up on a time and materials basis at any time within
            sixty (60) days of the relevant FIS response. If FIS fails to timely
            respond to a request for revised proposal, FNT may, for all
            purposes, deem such inaction as a rejection by FIS of the
            opportunity to make a counter proposal.

      (d)   FIS shall not commence, nor shall FNT be liable to pay for, any
            Additional Service unless and until FIS and FNT have entered into
            either a time and materials agreement or Statement of Work (as
            contemplated above) or an Amendment to this Agreement in accord with
            Section 23.7 (Amendments). Upon entering into an agreement for
            Additional Services, such Additional Services shall be deemed
            included within the concept of Services.

3.6. License Management. Subject to FNT's prior written approval of FIS'S
proposed acquisition of FNT Software and the related Pass Through Expenses, upon
FNT's request, FIS shall obtain in FNT's name, comply with and maintain (for so
long as used to support Services) all software licenses for FNT Software. FIS
shall maintain, substantially current, a log of all FNT Software and FIS
Software used or accessed by FNT or its customers and upon FNT's request from
time to time shall provide FNT with a Report (i) identifying all current
software comprising FNT Software and FIS Software used or accessed by FNT or its
customers, and (ii) describing any unresolved disputes or contract claims
arising under those licenses obtained by FIS in FNT's name.

3.7. Licenses and Permits. FIS, at its expense, and with FNT's reasonable
assistance, shall obtain all business licenses and permits required by any
applicable legal requirement, including laws, regulations, rules, orders,
decrees or legislative enactments of any kind which FIS is required to have
obtained in order to perform the Services.

3.8. Change Control Procedures. The change control procedures initially
applicable hereto shall be those described in Section 4.1 of Exhibit A hereto
(the "Change Control Procedures"). In the event information contained in any
documentation is no longer accurate or current due to the implementation of a
change, FIS shall revise the impacted documentation and provide revised
documentation to FNT within five (5) days after such change. Upon reasonable
notice to FIS, and to the extent relevant to any such change, FIS shall provide
FNT access to FIS'S operations procedures which relate to the provision of the
Services, as documented by FIS, and subject to FIS'S confidentiality obligations
to third parties.

3.9. Product Discontinuation. With respect to any FNT Equipment, FNT Third Party
Software which FIS uses to provide Services, or FIS Software used in connection
with the provision of the Services under this Agreement which is scheduled for
discontinuation by the

                                       7


manufacturer thereof, FIS will provide FNT with written notice of such planned
discontinuation and will make recommendations for replacement.

3.10. Improved Technology and Practices.

      (a)   Within thirty (30) days after each January 1 and July 1 during the
            Term, the Management Committee will review actual information
            technology trends during the previous calendar year based on
            objective third-party information presented by either party and
            update the Technology Plan accordingly. Subject to the Change
            Control Procedures of this Agreement, FIS shall cause the Services
            to evolve and to be modified, enhanced, supplemented and replaced as
            necessary for the Services to keep pace with technological advances
            and advances in the methods of delivering services, at least to the
            extent that such advances are at the time pertinent in general use
            within the insurance industry. FIS shall not be required under the
            terms of this Agreement to replace equipment, software or other
            technology in less than three (3) years after its acquisition by FIS
            provided that: (1) at the time of acquisition the equipment,
            software or other technology was current, in so far as such
            equipment, software or technology was in general use in the
            financial institution industry, (2) FIS did not know or have reason
            to know that such equipment, software or other technology was likely
            to become obsolete in less than eighteen (18) months after
            acquisition, and (3) FIS can establish that it is unable to
            re-deploy such previously acquired technology to other uses for FNT
            or other FIS customers. FNT recognizes that such advances may be
            dependent upon the FNT Proprietary Software and Equipment.

      (b)   Any change in the technology used by FIS to provide the Services
            including changes which might materially affect FIS'S internal
            connectivity or architecture shall be implemented pursuant to the
            Change Control Procedures.

3.11. Disaster Recovery and Component Recovery. FIS shall establish and support
a disaster recovery plan, pursuant to Schedule C-8. Upon the occurrence of an
outage or interruption of Services involving a component or components of the
System or FNT Proprietary Software covered by the disaster recovery and
processing restoration plan, FIS shall provide the recovery and restoration
Services described in the relevant Base Services Agreement.

3.12. Reports. During the Term and the Termination Assistance Period, FIS will
continue to provide to FNT those reports, including without limitation Service
Level Reports and business reports which FIS or any Subsidiary is providing to
any FNT Entity as of the date of execution hereof, on the current schedule
therefor or as subsequently agreed, together with such additional reports as are
specified herein or as may be reasonably requested by FNT from time to time
(collectively, the "Reports" and each, a "Report"), including, specifically, a
monthly report of actual Service Levels as contrasted to then-current contract
Service Levels. Expenses of monitoring FNT performance or otherwise enabling
relevant data capture, and otherwise of providing the Reports, shall be borne by
FIS. Reports shall be provided in electronic copies.

3.13. Compliance Environment. FIS acknowledges that FNT and certain FNT Entities
are subject to various general and industry-specific laws and regulations, and
that FNT has

                                       8


promulgated and provided to FIS (and will promulgate from time to time and
provide to FIS) various internal policies to assure compliance with such laws
and regulations. FNT shall apprise FIS from time to time of laws and regulations
uniquely applicable to FNT Entities to the extent regulated by State Departments
of Insurance, and of proposed changes to such laws and regulations and, when
applicable, anticipated effective dates (each, a "Regulation"). To the extent
that such Regulations and/or the Fidelity Information Security Policy have an
impact on the Services, FNT will advise FIS of such impact and the Services
(including, if appropriate, adjustments to the Service Levels and the Fees
therefor) shall be adjusted appropriately pursuant to the Change Control
Procedures. Subject to the foregoing, FIS will operate and deliver its Services
in compliance with the Fidelity Information Security Policy. All changes to the
Services shall be made in accordance with the Change Control Procedures. Subject
to mutually agreed upon lead times for implementation, all Services shall be
performed by FIS and FIS Subcontractors in a manner consistent with Regulations
as made known to FIS from time to time and reflected in the Services pursuant to
Change Control Procedures, modifying operations and practices as necessary.

3.14. Title to Work Product. FIS agrees that each item of FIS work product that
constitutes FNT Software or FNT Data or changes thereto created by or for FIS by
reason of its undertakings to provide Services to FNT (excluding all
Confidential Information of FIS and its Subsidiaries) or work product that FNT
specifically retains FIS to create as part of the Services (e.g. under Schedule
C-9), including without limitation software, data bases, files, compilations,
logs and reports is, to the extent applicable, a "work made for hire" as defined
under U.S. copyright law and that, as a result, FNT shall own all copyrights in
such work product as it arises or otherwise comes into being. To the extent that
such work product does not qualify as a work made for hire under applicable law,
and/or to the extent that any of the foregoing includes content subject to
copyright, patent, trademark, trade secret, or other intellectual property
rights, FIS hereby continuously assigns to FNT, its successors and assigns, all
right, title and interest in and to any such work product as the same arises or
otherwise comes into being during the Term, including all copyrights, patents,
trademarks, trade secrets, and other proprietary rights therein (including
renewals thereof). From time to time during or following the Term, FIS shall
execute and deliver to FNT such additional instruments, and take such other
actions, as FNT may reasonably request to confirm, evidence or carry out the
grants of rights contemplated by this paragraph. FIS shall own other work
product it creates, as further described in Section 9.3(a) regarding FIS
Proprietary Software. Notwithstanding the foregoing FIS shall retain the rights
to utilize any skills, knowledge, and expertise that it develops in performing
the Services, in connection with the services FIS provides to third parties, so
long as, in doing so, FIS does not use any tangible embodiment of FNT-owned work
product or otherwise violate FIS'S obligations of confidentiality under Article
16. Without prejudice to any other licenses granted elsewhere, the preceding
sentence will not constitute a license of FNT copyrights or patents.

3.15. FIS Affiliate Statements of Work. Notwithstanding anything herein to the
contrary, certain non-subsidiary affiliates of FIS, including without limitation
Softpro and FNIS' Real Estate Division (each, an "Affiliate Provider") may, with
the consent of FNT, enter into Statements of Work for which the Affiliate
Provider shall have direct liability to FNT (and for which, notwithstanding
Section 3.2 above, FIS shall have no liability.) In such event, the Affiliate
Provider shall simultaneously execute and deliver a copy of Exhibit 3.15 hereto,
duly completed, agreeing to the applicable terms of this Agreement as set forth
in Exhibit 3.15 and as

                                       9


necessary to accommodate the disintermediation of FIS with respect to the
undertaking of the Affiliate Provider.

ARTICLE 4. CUSTOMER SATISFACTION

4.1. Baseline FNT Satisfaction Survey. FIS shall administer a baseline customer
satisfaction survey, in form and content reasonably satisfactory to FNT, and
compile and share the results with the FNT Relationship Managers, no later than
December 31, 2005, with content and scope, and pursuant to procedures, agreed
between FNT and FIS. The survey conducted pursuant to this Section 4.1 will
constitute the baseline for measurements of performance improvements described
in Section 4.2.

4.2. FNT Satisfaction Survey. At least once every twelve (12) months and, at
FNT's request, up to two (2) times in any year on or about dates specified by
FNT on no less than thirty (30) days' notice, FIS shall conduct a customer
satisfaction survey. The survey must, at a minimum, cover (a) end-users of the
Services and (b) senior management of end-users. The content, scope, method and
timing of the above surveys are subject to FNT's and FIS'S prior agreement, and
must be consistent with the baseline FNT survey conducted pursuant to Section
4.1 except that any new application or Service will be included in any such
survey undertaken more than thirty (30) days following implementation of such
application or Service. FIS will make reasonable efforts to increase FNT
satisfaction throughout the Term. FIS will use reasonable efforts to make an
increase in FNT satisfaction a key performance incentive in connection with the
compensation for key executives of FIS assigned to FNT's account.

ARTICLE 5. SERVICE LEVELS; SERVICE LEVEL CREDITS; ADJUSTMENTS TO SERVICE LEVELS

5.1. Services. At all times FIS'S level of performance shall be at least equal
to specific Service Levels identified in or pursuant to this Agreement, as such
Service Levels may be modified from time to time. All Services hereunder
(including but not limited to Ancillary Tasks and Additional Services) shall
also be performed in accordance with the Base Services Agreements.

5.2. Adjustment of Service Levels. FIS shall use reasonable efforts throughout
the Term to continuously improve the quality and efficiency of its performance
of the Services taken as a whole. Additionally, as the relevant technology that
FIS uses in its overall operations changes and improves, FIS will use all
reasonable efforts to improve the Services in a similar fashion as appropriate.
Either FNT or FIS may, upon notice to the other party, no more frequently than
two (2) times in any calendar year, initiate negotiations to review and, upon
agreement by FNT and FIS, adjust the Service Level(s) which such party in good
faith believes is inappropriate, ineffective or irrelevant at that time or to
reflect improved efficiencies and/or capabilities enabled by advances in
technology, processes and methods implemented by FIS, including without
limitation changes pursuant to the Technology Plan. During such reviews, FIS
shall work with FNT to identify possible cost/service level tradeoffs (but any
resulting changes in the Service Levels shall be implemented only if mutually
agreed). As new technologies and processes are introduced, the Parties shall
establish additional Service Levels reflecting industry appropriate practices
for those technologies and processes. Until such time as such additional

                                       10


Service Levels for those technologies and processes are agreed upon by the
parties, FIS shall provide Services in no event at a level less than provided by
FIS to any other of its similarly situated customers, internal or external.

5.3. Failure to Perform; Root-Cause Analysis. If FIS becomes aware of its
failure to meet any Service Level, whether through internal monitoring or by
receipt of notice from FNT, (each such event being a "Failure Recognition
Event"), FIS shall promptly assess the nature, severity and tractability of the
failure and provide either a solution or work-around with respect to such
failure within twenty-four (24) hours of the Failure Recognition Event (or
within any lesser period which may be required by Exhibit H or otherwise with
respect thereto) and, if providing a work-around, will correct such failure as
promptly as possible, but in any event within five (5) days of the Failure
Recognition Event (or within any lesser period which may be required by Exhibit
H or otherwise with respect thereto), at no additional cost to FNT. FIS shall
use reasonable commercial efforts to minimize the time that a work around (as
opposed to a solution) is utilized. FIS shall complete a root-cause analysis
within fifteen (15) calendar days of the Failure Recognition Event. During such
process, FIS shall keep FNT apprised of progress toward a resolution. Further,
FIS shall, at its expense, promptly investigate, assemble and preserve pertinent
information with respect to, and report on the causes of, the problem causing
the Service Level failure, including performing a root-cause analysis of the
problem to identify the cause of such failure. If the root-cause analysis
reflects that FNT Software, FNT Third Party Software (except FNT Third Party
Software licensed by FNT that is not FNT Approved Software) or FNT Equipment was
the primary basis in FIS'S failing to meet the Service Level or if such failure
is due to an exception to Service Level performance under Exhibit H, then (a)
FIS will promptly provide FNT with a complete copy of such root-cause analysis
including a detailed description of the causes of the failure and the actions
taken by FIS to correct such failure, (b) FNT shall reimburse FIS for any out of
pocket costs or expenses incurred by FIS for correction of such failure, (c) FIS
shall be excused from the compliance of applicable Service Levels and the
payment or credit of any Service Level Credits to the extent such performance is
within one or more of the Service Level exceptions reflected on Schedule H, and
(d) FNT will compensate FIS at FIS'S full rates under this Agreement for any
incremental personnel, beyond those that would otherwise be performing Services,
required for FIS to correct the failure.

5.4. Service Level Credits. In the event of a failure of FIS to provide the
Services in accordance with the applicable Service Levels set forth on Exhibit
H, FIS will incur the Service Level Credits identified in, and according to, the
schedule set forth in Exhibit H. Except as expressly set forth herein, FNT's
sole and exclusive monetary remedy for FIS'S failure to comply with Service
Levels for those Services for which FNT has elected to receive Service Level
Credits, shall be the Service Level Credits; FNT nonetheless may exercise any
applicable right of whole or partial termination provided for in Section 18 of
this Agreement to the extent that the facts and circumstances so justify.

5.5. Priority of Recovery of Services. Until such time as the baseline has been
completed and the terms and conditions of the Base Services Agreement for
Disaster Recovery Services have been agreed upon, FIS shall give the recovery of
its capabilities to perform the Services and the resumption of its actual
performance of the Services the same or greater priority it gives to recovering
its capabilities to perform services and resuming its performance of those
services for any other similarly situated customer of FIS and FIS'S own
operations.

                                       11


5.6. Service Level Measurement. FIS shall utilize the necessary measurement and
monitoring tools and procedures required to measure and report FIS'S performance
of the Services against the applicable Service Levels. Such measurement and
monitoring shall permit reporting at a level of detail sufficient to verify
compliance with the Service Levels, and shall be subject to audit by FNT as
described below in Section 5.7. FIS shall provide FNT with information regarding
such tools and procedures upon request, for purposes of verification, project
and contract management.

5.7. Service Level Audit. FNT may, at FNT's expense, audit the operations,
procedures, policies and Service Levels of FIS relevant to the Services and this
Agreement, on ten (10) business days prior written notice to FIS and at times
mutually agreeable by FIS so as to not materially disrupt the operations of FIS,
acting itself (a "Service Level Auditor"). The Service Level Auditor shall
perform a review and audit of FIS'S performance of the Services in relation to
the required Service Levels (a "Service Level Audit"). If the Service Level
Auditor is required to prepare and submit to FNT a written report of the results
of the Service Level Audit (a "Service Level Audit Report"), FNT will deliver to
FIS a copy of the Service Level Audit Report within thirty (30) days of FNT's
receipt thereof.

ARTICLE 6. SERVICE LOCATIONS

6.1. FIS Service Locations. The Services will be provided from one or more of
FIS'S data centers or other service locations identified in Exhibit E or
otherwise designated by FIS and agreed by FNT (collectively, the "FIS Service
Location(s)") or from an FNT Location, as set forth in the applicable Base
Services Agreement. In the event FIS proposes to move an FIS Service Location,
or the support of a Service Component (either, an "FIS Service Location Move"),
FIS shall provide FNT no less than sixty (60) days prior written notice of such
proposed move specifying the Service Components affected and the current and
future proposed supporting FIS Service Location. Within thirty (30) days after
such notice, FIS and FNT shall agree, in writing, as to the scope of such FIS
Service Location Move and any assumptions underlying the FIS Service Location
Move which might affect costs or expenses of FNT caused by such FIS Service
Location Move. Within thirty (30) days after such agreement, FNT will give to
FIS, in writing, a description of those costs and expenses which FNT in its
reasonable and good faith judgment anticipates will be caused by the FIS Service
Location Move ("Move Expense Summary"). Within sixty (60) days after an FIS
Service Location Move occurs, FIS shall credit to FNT those costs and expenses
of FNT which FNT establishes were caused by the FIS Service Location Move, but
not more than 110% of the amount specified for each cost or expense in the Move
Expense Summary.

If the scope of, or assumptions underlying, the FIS Service Location Move change
from those to which the parties agreed, the parties will agree in good faith to
make an equitable adjustment to the Move Expense Summary to reflect such
differences. Labor costs caused by the FIS Service Location Move shall be based
on FNT's actual salary and benefit expense for such labor. FNT shall provide FIS
with the project plan for expenses incurred in connection with the FIS Service
Location Move (the "FIS Service Location Project Plan") promptly following the
completion of the FIS Service Location Move. The FIS Service Location Project
Plan shall indicate the time spent by each FNT personnel in connection with the
FIS Service Location Move in bi-monthly

                                       12


increments, a description of such personnel's activities, the direct payroll
expense for such personnel and the direct non-payroll expenses incurred for such
personnel.

6.2. Safety and Security Procedures.

      (a)   FIS shall maintain and enforce, at the FIS Service Locations, safety
            and security procedures that are at least (i) compliant with
            Regulations and the Fidelity Information Security Policy in
            accordance with FIS'S obligations under Section 3.13, (ii) equal to
            industry standards for such FIS Service Locations, and (iii) as
            rigorous as those procedures in effect at the FIS Service Locations
            as of the Effective Date. FIS shall investigate and remedy any
            Security Incident (as defined below) at the FIS Service Locations,
            if applicable, in accordance with the provisions of this Section.

      (b)   At the FIS Service Locations, FIS shall maintain and comply with
            safeguards against the destruction, loss or alteration of FNT Data
            (the "Data Safeguards") which are at least (i) compliant with the
            requirements of Section 3.13, (ii) equal to generally accepted
            insurance industry standards, and (iii) as rigorous as those
            procedures used in protection of its own similar data as of the
            Effective Date. The safeguards shall include (1) FNT Data back up
            and storage which is separate from that of other FIS customers, and
            (2) upon request, reports of appropriate logs of the internal FIS
            firewall(s), FIS leveraged firewalls used to deliver FNT services or
            FIS-managed, FNT-dedicated firewalls which separate the FNT segment
            from other FIS segments (except that FIS reserves the right to mask
            certain sensitive information (e.g., FIS internal or other FIS
            customer IP addresses)). All changes to the firewall rule sets which
            will affect the delivery of the Services shall be made in accordance
            with Change Control Procedures. FNT shall be permitted to conduct,
            or to cause FIS to engage a third party (who is not a competitor and
            is mutually agreeable to FIS) to conduct, at FNT's expense and no
            more frequently than once a year, a review of FIS'S information
            security management, the FIS firewall rule sets for the internal FIS
            firewall(s) which separate the FNT segment from other FIS segments
            or leveraged firewalls used to deliver FNT services (except that FIS
            reserves the right to mask certain sensitive information (e.g., FIS
            internal or other FIS customer IP addresses)), FIS-managed,
            FNT-dedicated firewalls and any other security procedures
            implemented at the FIS Technology Centers (as set forth in Exhibit
            E) with respect to the Systems at the FIS Technology Centers upon
            reasonable notice (which shall be no less than ten (10) days notice
            for such reviews by auditors and inspectors designated by FNT and
            upon request, regardless of advance notice (a) to the extent FNT is
            required to conduct a more immediate review for compliance with law
            and (b) for more immediate reviews by FNT regulators) and so as to
            not disrupt FIS business operations. Such access shall be provided
            to FNT in accordance with FIS'S security and audit guidelines (i.e.,
            access will be provided at the applicable FIS Service Location with
            the assistance of FIS personnel and shall include the opportunity to
            review but not copy the logs). FIS shall cooperate fully with any
            FNT investigation of a Security Incident. Such collaboration shall
            include permitting FNT access to internal audit data and logs of
            communications traffic

                                       13


            pertinent to the Security Incident, provided that FIS shall not be
            required to disclose any information regarding other customers of
            FIS.

      (c)   FIS shall maintain in effect at all times, and promulgate, within
            FIS and FIS Subcontractors performing Services, a Security Incident
            response plan, describing procedures for FIS to follow in the event
            of any actual (i) unauthorized use, access, disclosure, theft,
            manipulation and/or reproduction of FNT Data, and/or (ii) security
            breach of the Systems associated with the accessing, processing,
            storage, communication and/or transmission of FNT Data (a "Security
            Breach") or if FIS or FNT has a reasonable cause to believe that
            such a Security Breach has occurred or will occur (collectively, a
            "Security Incident"). This Security Incident Response Plan will
            include a documented escalation procedure and a process for
            notifying FNT immediately upon FIS'S becoming aware of a Security
            Incident without regard to incident point of origination.
            Communication to FNT as to a Security Incident should, in the first
            instance, be directed to the FNT Relationship Manager within one (1)
            hour of FIS'S awareness thereof, in a manner and timeframe
            consistent with California's Security Breach Notification Act and
            any other applicable law and/or regulation.

      (d)   Subject to appropriate protections of third party confidential
            information, FNT may elect, with FIS'S cooperation, to observe any
            FIS investigation associated with any such Security Incident and FIS
            will, in any event, keep FNT informed of all progress and actions
            taken in response to each Security Incident. FNT in its sole
            discretion will determine whether to provide notification to
            customers, employees or agents concerning a breach or potential
            breach of security or any other type or form of Security Incident.
            Furthermore, FNT, and not FIS, will determine the need for and will
            have the sole authority to initiate disclosure to appropriate
            government authorities in the event of a security breach, unless
            such disclosure by FIS is mandated by applicable law or regulation.

      (e)   FIS agrees to maintain on all Systems associated with access,
            processing, storage, communication and/or transmission of FNT Data,
            a continuous monitoring program to enable early detection of any
            known or suspected instance of unauthorized use, access, disclosure,
            theft, manipulation, reproduction and/or possible Security Incident.

      (f)   To the extent that any of the Services are provided from a location
            other than an FIS Service Location, including but not limited to
            locations or facilities provided by FNT to FIS for the purposes of
            providing the Services (a "FNT Location"), FIS shall comply with
            those safety and security procedures that are in effect at such FNT
            Location and of which FIS is aware or reasonably should be aware. To
            the extent FNT's personnel are present at the FIS Service Location
            in connection with the performance of the Services, FNT shall comply
            with those safety and security policies and procedures imposed by
            FIS at FIS Service Locations of which FNT is aware or reasonably
            should be aware.

                                       14


ARTICLE 7. RELATIONSHIP MANAGEMENT; DISPUTE RESOLUTION

7.1. Relationship Managers. Each party will designate a relationship manager,
who initially will be Dan Leisle for FIS (the "FIS Relationship Manager") and
Jan Ellis, Kevin Chiarello and Neil VillacortaBuer for FNT (the "FNT
Relationship Managers") (collectively, the "Management Committee"). The
Management Committee shall meet at least once each month during the Term to
discuss any matters related to the Services or this Agreement. The FNT
Relationship Managers will serve as the primary points of contact for FIS with
respect to this Agreement. The FIS Relationship Manager will have overall
responsibility for day-to-day management and administration of the Services
provided under this Agreement and will serve as the primary contact for FNT with
respect to this Agreement. The FIS Relationship Manager shall, at the request of
FNT and with reasonable notice, attend any meeting related to this Agreement,
the Systems, the FNT Proprietary Software or any of the Services, at FIS'S
expense. If either party elects to replace a Relationship Manager, the
replacement shall have the background, experience and qualifications necessary
to perform his or her assigned duties and such party shall give the other party
reasonable notice of such replacement.

7.2. Escalation Procedures.

      (a)   All disputes, controversies, or claims arising out of or relating to
            this Agreement, ("Dispute(s)") shall be settled as set forth in this
            Section 7.2 (unless excepted pursuant to Section 7.2(d), 12.2 or
            16.3). Disputes shall be initially referred to the Management
            Committee prior to escalation to First Tier Management (as defined
            below). If the Management Committee is unable to resolve, or does
            not anticipate resolving, a Dispute within ten (10) days after
            referral of the matter to it, then either party shall submit the
            Dispute to the First Tier Management.

      (b)   Each party will designate a first tier manager, who will initially
            be the Senior Vice President - currently Harold Fackler, for FIS and
            Chief Administrative Officer of FNT, currently Ed Dewey for FNT
            (collectively, the "First Tier Management"). The First Tier
            Management shall meet at least once every two (2) months during the
            first year hereunder, and thereafter with such frequency as the
            First Tier Management may mutually agree, but in no event less
            frequently than once every ninety (90) days, for the purposes of (a)
            discussing the status of matters related to the Services, FIS
            performance, and any other matters and (b) resolving Disputes that
            may arise under this Agreement. The First Tier Management shall
            consider Disputes in the order such Disputes are brought before it.
            The First Tier Management shall negotiate in good faith and each use
            commercially reasonable efforts to resolve such Dispute. The
            location, format, frequency, duration and conclusion of these
            elevated discussions shall be left to the discretion of the
            representatives involved subject to the last sentence of this
            Subsection 7.2(b). Upon agreement, the representatives may utilize
            other alternative dispute resolution procedures to assist in the
            negotiations. Discussions and correspondence among the
            representatives for purposes of these negotiations shall be treated
            as confidential information developed for purposes of settlement,
            exempt from discovery and production, which shall not be admissible
            in subsequent proceedings between the parties. Documents identified
            in or provided

                                       15


            with such communications, which are not prepared for purposes of the
            negotiations, are not so exempted and may, if otherwise admissible,
            be admitted in evidence in such subsequent proceeding. If the First
            Tier management is unable to resolve, or does not anticipate
            resolving, a Dispute within twenty (20) days after referral to it,
            the parties must submit the Dispute to the Executive Management (as
            defined below) pursuant to Subsection 7.2(c).

      (c)   If the negotiations conducted pursuant to Section 7.2(b) do not lead
            to resolution of the underlying Dispute to the satisfaction of a
            party involved in such negotiations, then either party may notify
            the other in writing that it desires to elevate the Dispute to the
            President of FIS, currently Hugh Harris, and the President of FNT,
            currently Randy Quirk, (collectively, the "Executive Management")
            for resolution. Upon receipt by the other party of such written
            notice, the Dispute shall be so elevated and the President of FIS
            and the President of FNT shall negotiate in good faith and each use
            commercially reasonable efforts to resolve such Dispute within
            thirty (30) days. The location, format, frequency, duration and
            conclusion of these elevated discussions shall be left to the
            discretion of the representatives involved. Upon mutual agreement,
            the Dispute may be mediated before either party may resort to
            litigation. Upon agreement, the representatives may utilize other
            alternative dispute resolution procedures to assist in the
            negotiations. Discussions and correspondence among the
            representatives for purposes of these negotiations shall be treated
            as confidential information developed for purposes of settlement,
            exempt from discovery and production, which shall not be admissible
            in any subsequent proceedings between the parties. Documents
            identified in or provided with such communications, which are not
            prepared for purposes of the negotiations, are not so exempted and
            may, if otherwise admissible, be admitted in evidence in such
            subsequent proceeding.

      (d)   In the event that a Dispute is not resolved within thirty (30) days
            after the referral of the Dispute to the Executive Management,
            either party may refer the Dispute to binding arbitration in
            accordance with the then current versions of the Commercial
            Arbitration Rules and Mediation Procedures of the American
            Arbitration Association. The arbitration will be conducted in
            Jacksonville, Florida in front of one mutually agreed upon
            arbitrator. The parties agree to participate in the management
            escalation process described in this Section 7.2 (the "Escalation
            Process") to its conclusion and not to terminate negotiations
            concerning resolution of the matters in dispute until the earlier of
            conclusion of the Escalation Process or termination or expiration of
            this Agreement. Each party agrees not to commence an arbitration
            action or seek other remedies prior to the conclusion of the
            Escalation Process, provided that either party may commence an
            arbitration action on any date (i) if, within the thirty (30) days
            thereafter, the commencement of a judicial claim might be barred by
            an applicable statute of limitations or (ii) in order to request an
            injunction to prevent irreparable harm. In such event, the parties
            agree (except as prohibited by court order) to continue to
            participate in the Escalation Process to its conclusion and to toll
            the statute of limitations until thirty (30) days after conclusion
            of the Escalation Process.

                                       16


7.3. Continuity of Services. In the event of a Dispute between FNT and FIS
pursuant to which FNT in good faith and reasonably believes it is entitled to
withhold payment and during the pendency of the dispute resolution process
described in this Article 7, FIS shall continue to provide the Services and FNT
shall continue to pay any undisputed amounts to FIS. If the Dispute relates to
performance of the Services to which a Service Level Credit is applicable, FNT
may withhold only an amount equal to that part of the Service Level Credit which
is disputed by FNT. If (i) a Dispute is not resolved within thirty (30) days
after such disputed amounts would have been payable had such amounts not been
disputed, and (ii) a Dispute or series of Disputes involves amounts totaling
greater than $100,000, the party initially taking the Dispute to the Management
Committee (the "Disputing Party") shall pay the disputed amount (the "Deposit
Amount") into an interest-bearing account with a mutually agreeable independent
financial institution (the "Deposit Institution") pending resolution of such
Dispute or Disputes. During the pendency of any Dispute, the Deposit Amount
shall be deemed for tax purposes the property of the Disputing Party and all
income on the Disputed Amount shall be income of the Disputing Party and it
shall file its tax return consistent with such treatment. Each party agrees to
payment by the Deposit Institution to the Disputing Party, as and when
necessary, the cumulative annual tax due arising from interest due earned on the
Disputed Amount. Upon resolution of the Dispute with respect to which any
Deposit Amount has been placed with a Deposit Institution, the parties shall
allocate the Deposit Amount and any fees relating to opening and maintaining the
Deposit Amount with the Deposit Institution, plus any interest earned on the
Deposit Amount or taxes paid on such interest, in accordance with the resolution
of the Dispute. For any Dispute, FIS shall continue to perform the Services at
the Service Levels and FNT shall continue to pay for such Services and any
Additional Services pending the completion of the Dispute resolution procedure
described in Article 7 subject to the foregoing provisions of this Section 7.3.

ARTICLE 8. PROJECT STAFF

8.1. Project Staff. Subject to the terms of this Article 8, FIS shall appoint
and manage individuals with suitable training and skills as described in this
Section 8.1 to perform the Services (the "Project Staff"). FIS shall notify FNT
as soon as possible after any Project Staff member dedicated to the Services
resigns or is dismissed or for any other reason will no longer be performing
Services, whether on a permanent or temporary basis. The Project Staff assigned
to perform FIS'S obligations under this Agreement shall have experience,
training, and expertise equal to personnel with similar responsibilities in the
business in which FIS is engaged and shall have sufficient knowledge of the
relevant aspects of the Services, and shall obtain sufficient knowledge of the
practices and areas of expertise of each FNT Entity, to enable them to
efficiently and effectively perform their duties and responsibilities under this
Agreement. If FNT reasonably and in good faith recommends the removal of a
Project Staff member dedicated to providing the Services to FNT from FNT's
account, FIS shall discuss FNT's recommendation and if, after such discussion,
FNT still wishes the removal, FIS shall remove the Project Staff member. If FNT
reasonably and in good faith recommends the removal of a Project Staff member
who FIS is leveraging in providing the Services to FNT from FNT's account, FIS
shall discuss FNT's recommendation in good faith and either remove the Project
Staff member or offer other commercially reasonable alternatives to address
FNT's concerns. Nothing herein gives FNT the right to affect the employment
relationship between FIS and any employee of FIS.

                                       17


8.2. Account Manager; FTEs. FIS shall assign a team of account managers on a
full time basis to serve on FNT's account (the "Account Managers"). Such Account
Managers shall initially be Beth Rucker and Tom Weaver. FIS shall retain the
initial Account Managers throughout the Term to the extent reasonably
practicable. Upon FNT's request, and subject to availability, FIS shall assign
additional FTE's beyond the two (2) included Account Managers to FNT's account
for such additional fees as are agreed upon by FNT and FIS at the time of
assignment of such resources. "FTE" means full time equivalent personnel
resources provided by FIS which shall consist of an individual or combination of
individuals as determined by FIS. If FNT reasonably and in good faith recommends
the removal of an Account Manager from FNT's account, FIS shall discuss and in
good faith consider FNT's recommendation.

8.3. Onsite Resources. To the extent existing and available to FNT, and without
charge to FIS, FNT agrees to provide FIS with adequate premises, in good repair,
to perform FIS'S responsibilities at an FNT Location under this Agreement.
Without limiting the generality of the foregoing, FNT agrees to supply water,
sewage, heat, lights, telephone lines and equipment, air conditioning,
electricity, daily janitorial services, cafeteria services and office equipment
and furniture, and parking spaces for FIS employees under the same conditions
provided to employees of FNT in like positions. FNT will provide telephone
instruments and telephone service. In the event FNT desires to move the FNT
location after the Effective Date, FNT shall provide FIS prior notice of such
move and pay FIS for any reasonable costs incurred by FIS because of such move.

8.4. FIS Subcontractors. FIS may subcontract any of the Services to any FIS
Subcontractor in accordance with Section 3.2 above, and shall give FNT
reasonable notice thereof in writing. Notwithstanding the foregoing, FIS shall
perform the Services substantially through the use of its own employees and may
subcontract only those tasks typically subcontracted in the information
technology outsourcing industry. FIS shall not subcontract any Services which
give an FIS Subcontractor access to FNT Data to a Direct Competitor of FNT. FNT
shall have the right to direct FIS to replace any FIS Subcontractor with access
to FNT Data within a reasonable period of time if the FIS Subcontractor's
performance is materially deficient, results in misuse or disclosure of the FNT
Data, or there have been material misrepresentations by or concerning the FIS
Subcontractor. Additionally, if FNT has good faith doubts concerning the FIS
Subcontractor's ability to render future performance because of changes in the
FIS Subcontractor's ownership, management, financial condition, or otherwise,
FIS shall discuss such concerns with FNT and work in good faith to resolve FNT's
concerns on a mutually acceptable basis. "Direct Competitor" shall mean First
American Real Estate Corporation, its successors and assigns, and such other
entities and their successors and assigns operating primarily in the title
insurance industry. If FIS becomes aware that an FIS Subcontractor (or an
affiliate of an FIS Subcontractor) becomes (or becomes acquired by) a Direct
Competitor, FIS shall give prompt notice to FNT. Within thirty (30) days after
FNT has given FIS notice of FNT's desire to remove such FIS Subcontractor, FIS
shall provide FNT with an estimate of the costs and expenses which FIS in its
reasonable and good faith judgment anticipates will be required for such removal
("Removal Expense Summary"). If FNT approves the Removal Expense Summary, FIS
shall remove the FIS Subcontractor as soon as reasonably practicable and in any
event within one hundred and twenty (120) days after FNT approval of the Removal
Expense Summary. Within sixty (60) days after removal, FNT shall pay to FIS
those costs and expenses of FIS which FIS establishes were caused by the
removal, but not more than 110% of

                                       18


the amount specified for each cost or expense in the Removal Expense Summary. If
the scope of, or assumptions underlying the removal change from those to which
the parties agreed, the parties will agree in good faith to make an equitable
adjustment to the Removal Expense Summary to reflect such differences. Labor
costs caused by the removal shall be at FIS'S actual salary and benefit expense
for such labor.

8.5. Conduct of FIS Personnel. While at any FNT location, FIS'S personnel,
contractors, and FIS Subcontractors shall comply with FNT's reasonable requests,
rules, and regulations regarding personal and professional conduct (including
the wearing of an identification badge and adhering to regulations and general
safety practices or procedures) as communicated to FIS and otherwise conduct
themselves in a businesslike and professional manner. If FNT determines that a
particular employee, contractor, or subcontractor is not conducting himself or
herself in the manner required pursuant to this Section 8.5, FNT may notify FIS.
Upon such notice, FIS shall promptly investigate the matter and take appropriate
action which includes, at FIS'S reasonable discretion, removing such employee,
contractor or subcontractor from the Project Staff and providing FNT with prompt
notice of such removal. If such employee, contractor or subcontractor is
removed, FIS shall replace such employee, contractor or subcontractor with an
individual with at least such experience, qualifications and technical skills
suitable to, and generally required in connection with, the duties attendant to
the position to be filled.

8.6. Conduct of FNT Personnel. While at any FIS location, FNT's personnel,
contractors, and subcontractors shall comply with FIS'S reasonable requests,
rules, and regulations regarding personal and professional conduct (including
the wearing of an identification badge and adhering to regulations and general
safety practices or procedures) as communicated to FNT and otherwise conduct
themselves in a businesslike and professional manner. If FIS determines that a
particular employee, contractor, or subcontractor is not conducting himself or
herself in the manner required pursuant to this Section 8.6, FIS shall notify
FNT. FNT shall promptly investigate the matter and take appropriate action.

8.7. Personnel Recruitment. Except as expressly permitted by other written
agreement(s) between FIS and FNT, FIS agrees, during the Term, not to recruit
and/or hire any personnel then employed by FNT. Except as expressly permitted
herein or by other written agreement(s) between FIS and FNT, FNT agrees, during
the Term, not to recruit and hire any personnel then employed by FIS. The
provisions of this Section 8.7 shall not apply to any solicitation conducted by,
or any hiring resulting from, general public advertising (including newspapers
and trade publications) or the self-directed efforts of a placement
professional.

ARTICLE 9. PROPRIETARY RIGHTS IN SOFTWARE AND SYSTEMS.

9.1. Identification of Software. The parties shall use reasonable efforts to
schedule, by or promptly following the Effective Date, all software relating to
the Services controlled by each of them at the Effective Date, and shall, with
respect to prospective changes, maintain such schedule current throughout the
Term as either develops, acquires or terminates licenses for software relating
to the Services. The parties shall, promptly following the Effective Date and
quarterly thereafter, update and reconcile such schedules. Promptly following
each quarterly reconciliation, FIS shall deliver to FNT in electronic form, in a
format and on media in common use at the time, a copy of the source code for all
FNT Proprietary Software developed or

                                       19


modified by or on behalf of FIS since or from the prior such delivery, clearly
labeled in accordance with industry practice but including, at least, product,
version, date and the date of the prior delivery of source code for such
product. Prior to the acquisition, development or use of any software by FIS in
connection with the Services, the parties shall agree in writing on the
categorization of such software as one of FNT Proprietary Software, FNT Third
Party Software, FIS Proprietary Software, or FIS Third Party Software (each as
defined herein below) and upon acquisition or development, shall add such
software to the appropriate software schedule.

9.2. FNT Software. FNT shall provide FIS the right to use at FNT's sole expense,
if any, and for use solely to provide the Services, software owned by FNT at the
Effective Date and used prior to the Effective Date to support services which
will be Services hereunder, or of which FNT acquires ownership after the
Effective Date and provides to FIS for use in providing the Services, including
pursuant to Section 3.14 above (the "FNT Proprietary Software") and the FNT
Third Party Software. All FNT Proprietary Software will be and will remain the
exclusive property of FNT. FIS will have no rights or interests in the FNT
Proprietary Software hereunder except as described in this Section 9.2. FNT
shall assist FIS in obtaining access to such software and any related
documentation in FNT's possession on or after the Effective Date. "FNT Third
Party Software" shall mean the software which is provided by FNT and licensed in
FNT's name. FNT Proprietary Software and FNT Third Party Software are
collectively referred to as "FNT Software". All FNT Third Party Software will be
and will remain the exclusive property of such third party licensors and FIS
will have no rights or interests in the FNT Third Party Software except as
described in this Section 9.2. Any license fees or other expenses reasonably
incurred by FIS in obtaining the licenses for the FNT Third Party Software shall
be paid by FNT as a Pass-Through Expense. FIS shall not, without FNT's prior
consent, decompile or reverse engineer the FNT Software. As of the Effective
Date, FNT will cause FIS to be provided access to the FNT Proprietary Software
in the form in use by FNT as of the Effective Date. Upon expiration of this
Agreement or termination of this Agreement for any reason, the rights granted to
FIS in this Section 9.2 will immediately revert to the entity which granted them
and FIS shall, at no cost to FNT, other than the transfer fees described below
(i) cease use of all FNT Software, except to the extent as required in
connection with the Termination Assistance Services, (ii) deliver to FNT a
current copy, if any, of all the FNT Software (including any related source code
in FIS'S possession or control) in the form in use as of the date of such
expiration or termination of this Agreement, (iii) destroy or erase all other
copies of the FNT Software and documentation in FIS'S possession or the
possession of FIS Subcontractors unless otherwise instructed by FNT, and (iv) if
FIS has modified or enhanced any FNT Software, FIS shall deliver to FNT all
copies of such modifications or enhancements. FIS will make reasonable efforts
to give FNT prior notice of any transfer fees which FNT must pay to affect the
transfer of any FNT Software to FNT. Upon termination of expiration of this
Agreement, at the request of FNT, FIS will make reasonable efforts to obtain for
FNT (or FNT's designee) a royalty free, perpetual, worldwide, non-exclusive
license to use the FNT Third Party Software. Any fees or other expenses
reasonably incurred by FIS in obtaining such licenses shall be paid by FNT as a
Pass-Through Expense.

9.3. FIS Proprietary Software.

      (a)   All software and related documentation owned by FIS before the
            Effective Date which is used in connection with the Services, or of
            which FIS acquires

                                       20


            ownership after the Effective Date and which is used in connection
            with the Services (collectively, the "FIS Proprietary Software"),
            will be and will remain the exclusive property of FIS and FNT will
            have no rights or interests in the FIS Proprietary Software except
            as described in this Section 9.3. FNT agrees not to decompile or
            reverse engineer the FIS Proprietary Software. FIS shall use the FIS
            Proprietary Software, and subject to the Change Control Procedures,
            such other software as FIS shall determine is necessary to provide
            the Services.

      (b)   Upon expiration or termination of this Agreement for any reason
            other than material breach of FIS'S intellectual property rights
            under this Agreement by FNT or an FNT Entity, FIS shall deliver to
            FNT a copy of such FIS Proprietary Software in the form being used
            on the effective date of such expiration or termination, together
            with related documentation and source code, certified by FIS as
            substantially complete and up to date. FNT (or FNT's designee which
            is not a competitor of FIS) shall receive a fully paid up, royalty
            free, perpetual, worldwide, non-exclusive license subject to FIS'S
            standard licensing terms and conditions for the FIS Proprietary
            Software along with any related FIS Developed Items upon payment to
            FIS of a reasonable license fee. In no event shall such license fee
            exceed the fair market value of such software license or, if no such
            fair market value can be established, the documented cost of FIS'S
            development effort therefor divided by the number of its clients
            then benefiting from its use. FNT shall not be required to pay
            license fees to the extent FNT has previously reimbursed FIS for
            third party license fees associated therewith whether as a
            Pass-Through Expense or otherwise.

      (c)   To the extent permitted by third party licenses pursuant to which
            FIS licenses FIS Third Party Software, FIS hereby grants FNT a fully
            paid up, royalty free, perpetual, worldwide, irrevocable,
            non-exclusive license to use, copy, maintain, modify, enhance,
            perform, display, create derivative work from, make and have made
            (collectively "Utilize"), sublicense and permit any third party to
            Utilize the Ancillary FIS Proprietary Software. To the extent third
            party licenses pursuant to which FIS licenses FIS Third Party
            Software preclude or limit such a grant, FIS shall promptly review
            with FNT, FNT's need for rights under each such license and, at
            FIS'S expense, shall obtain a written quote from each relevant
            licensor for a commercially reasonable license to FNT for the term,
            territory and rights deemed adequate in FNT's discretion for FNT's
            purposes up to and including the terms recited hereinabove. The
            underlying decision to enter into negotiations and cost of any
            resulting license shall be solely an FNT responsibility. FIS shall
            deliver to FNT a copy of the Ancillary FIS Proprietary Software in
            the form being used upon the earlier of FNT's request and the
            expiration or termination of this Agreement. The term "Ancillary FIS
            Proprietary Software" shall mean the FIS Proprietary Software
            identified as Ancillary FIS Proprietary Software prior to creation
            or acquisition.

9.4. FIS Third Party Software. All software and related documentation licensed
or leased from a third party by FIS which will be used in connection with the
Services (collectively, "FIS Third Party Software" and, together with the FIS
Proprietary Software, the "FIS Software") will

                                       21


be and will remain the exclusive property of such third party licensors and FNT
will have no rights or interests in the FIS Third Party Software except as
described in this Section 9.4. FNT shall not decompile or reverse engineer the
FIS Third Party Software. FIS will, during the Term (i) use such FIS Third Party
Software, and such other software as FIS shall determine is necessary to provide
the Services subject to the Change Control Procedures, and (ii) provide that FNT
acquires such rights to use the FIS Third Party Software as are necessary in
connection with the provision of the Services. Any license fees or other
expenses reasonably incurred by FIS in providing the rights described in this
Section 9.4 and related to FIS Third Party Software as a Pass-Through Expense
shall be paid by FNT as a Pass-Through Expense. Except as otherwise provided
herein, upon expiration of this Agreement or termination of this Agreement for
any reason, FIS shall, (A) at the request of FNT, make reasonable efforts to
either transfer and assign to FNT (or FNT's designee) the licenses for the FIS
Third Party Software then being used in connection with the performance of the
Services or obtain for FNT or FNT's designee a sublicense to use such FIS Third
Party Software, to the extent FNT does not already have such rights and (B) to
the extent permitted under the terms of the applicable license agreement,
deliver to FNT a copy of such FIS Third Party Software in the form then in use
by FIS in connection with the Services along with related documentation. FIS
will make reasonable efforts to give FNT prior notice of any transfer fees which
FNT must pay to affect the transfer of any FIS Third Party Software to FNT. FIS
will make reasonable efforts to obtain for FNT a royalty free, perpetual,
worldwide, non-exclusive license to use the FIS Third Party Software along with
related documentation. Any fees or other expenses reasonably incurred by FIS in
obtaining such licenses shall be paid by FNT as a Pass-Through Expense. FIS
Software and FNT Software are collectively referred to as "Designated Software".

9.5. Developed Software. Except as otherwise agreed by the parties pursuant to
the Change Control Procedures, (i) enhancements or modifications to the FNT
Software and related documentation and materials FNT specifically retains FIS to
create as part of the Services (e.g., under Schedule C-9) shall be and remain
the exclusive property of FNT or its third party licensor, (ii) enhancements or
modifications to the FIS Software made by (or for) FIS for FNT in connection
with the provision of the Services and any related documentation (the "FIS
Developed Items") shall be and remain the exclusive property of FIS, and (iii)
enhancements or modifications to the FIS Third Party Software shall be and
remain the exclusive property of its third party licensor to the extent provided
for in the third party license. Except with respect to the Ancillary FIS
Proprietary Software, the rights to which are described above in Section 9.3,
the parties shall identify all other software developed by FIS upon request of
FNT and any related documentation (the "Developed Software") in writing as FNT
Proprietary Software, FNT Third Party Software, FIS Proprietary Software, or FIS
Third Party Software prior to the time of development of such Developed
Software. FNT and FIS shall each be the sole and exclusive owner of all trade
secrets, patents, copyrights, and other proprietary rights owned by each of them
prior to entering into this Agreement.

9.6. Equipment. FIS shall provide computer, network equipment and maintenance as
specified in the applicable Base Services Agreement or Statement of Work ("FIS
Equipment"). FNT shall provide all other computer and network equipment and
equipment maintenance necessary in connection with the Services and dedicated
solely to the provision of Services to FNT hereunder, including but not limited
to personal computers, printers, and related peripheral equipment and network
equipment ("FNT Equipment"). FIS Equipment and FNT Equipment are

                                       22


collectively referred to as "Equipment". FNT shall pay the costs of all media
and for the offsite storage of such media in connection with and dedicated
solely to the Services to be provided to FNT hereunder. If Equipment once
dedicated to Services is, upon audit or otherwise, discovered to be or to have
been used for other purposes, FIS shall reimburse FNT for the pro-rated portion
of such Equipment used for other purposes.

9.7. Systems. "Systems" shall mean collectively the Designated Software and the
Equipment, which are used to provide the Services.

ARTICLE 10. REQUIRED CONSENTS

FIS shall obtain at FNT's expense, pursuant to Section 13.9, all consents or
approvals necessary to allow FIS, its agents and FIS Subcontractors to use the
Designated Software for the benefit of the FNT Entities and to provide the
Services to FNT and for the FNT Entities to receive the Services during the Term
and the Termination Assistance Period (collectively, the "Consents"), pursuant
to the Change Control Procedures. FIS shall promptly provide to FNT a copy of
all Consents.

ARTICLE 11. THIRD PARTY CONTRACT ADMINISTRATION AND MANAGEMENT

11.1. FIS Responsibilities. Throughout the Term, FIS will maintain a current
schedule of, manage and administer the agreements for which Pass-Through
Expenses are paid and such other agreements to which the parties mutually agree
in writing (the "FIS Managed Agreements") and provide a copy of such schedule to
FNT upon request from time to time. FIS shall provide FNT with reasonable notice
of any renewal, termination or cancellation dates and fees in respect of such
FIS Managed Agreements. FIS shall notify FNT of all available warranties and the
expiration dates thereof. Within ninety (90) days prior to the expiration of any
such warranty, FIS shall supply FNT with notice of such pending expiration and
shall acquire, upon the written instruction of FNT, any available extension of
any such warranty. FIS shall maintain all information required to make claims on
warranties for the FIS Managed Agreements and shall, with FNT's cooperation,
timely file all warranty claims. FNT may modify, terminate, or cancel any such
FIS Managed Agreement in its sole discretion. Any modification, termination, or
cancellation fees or charges imposed upon FNT in connection with any such
modification, termination or cancellation shall be paid by FNT except as
provided in the following sentence. FIS shall pay all fees and charges caused by
or resulting from FIS'S negligence related to management of the FIS Managed
Agreements.

11.2. Third Party Invoices. FIS will (1) receive all invoices submitted by third
parties in connection with the FIS Managed Agreements (collectively, the "FIS
Managed Invoices"), (2) review and correct any errors in any such FIS Managed
Invoices in a timely manner, and (3) timely pay all amounts due under such FIS
Managed Invoices. Except as otherwise provided in this Article 11, FNT shall pay
to FIS, as a Pass-Through Expense, all amounts paid by FIS for FIS Managed
Agreements, including FIS Managed Invoices.

                                       23


ARTICLE 12. DATA

12.1. Title to Data. All data and information submitted to FIS by any FNT
Entity, or learned, solicited or compiled by or for FIS for the benefit of FNT
in the course of FIS'S performance of Services ("FNT Data") is and will remain,
as between the parties, the property of FNT. FIS and its employees and agents,
and FIS Subcontractors and their employees and agents, shall not (1) use the FNT
Data for any purpose other than to provide the Services, (2) disclose, assign,
lease, transmit or otherwise provide the FNT Data to third parties (other than
to FIS Subcontractors), or (3) sell or otherwise commercially exploit the FNT
Data directly or indirectly, for consideration of any nature. FIS and FIS
Subcontractors shall not use archival tapes or other archival media containing
FNT Data other than for archival purposes.

12.2. Return of Data. FIS shall upon (i) request by FNT at any time, or (ii) the
cessation of all Termination Assistance Services, promptly return to FNT, in any
FNT-specified form or format readily deliverable at the time, and on any
specified media in common use at the time, marked to indicate the time and date
of its currency, a copy of all of the FNT Data.

12.3. Partial Return of Data. Upon FNT request, FIS shall promptly provide to
FNT a copy of any such FNT Data as FNT may specify, in any FNT-specified form or
format readily deliverable at the time, and on any specified media in common use
at the time, marked to indicate the time and date of its currency.

12.4. Timing; Expense. In the event of a request for full or partial return of
FNT Data, FNT may specify a reasonable time frame for delivery and FIS shall use
its reasonable best efforts to comply with such request, but shall in any event
comply by the later of (i) the requested response date, and (ii) five (5) days.
FIS recognizes and acknowledges the importance to FNT and its business of
continual access to FNT Data and agrees that, in no event (including pending
Dispute or inter-party litigation), shall FIS withhold FNT Data from FNT. FNT
shall pay the reasonable, actual cost of complying with such request, including
without limitation any media on which the FNT Data is stored for return and for
the shipment thereof to FNT.

ARTICLE 13. INVOICES AND PAYMENTS

13.1. Fees. FNT will pay the fees set forth in Exhibit D, any Statements of
Work, Exhibits or Amendments (the "Fees") in consideration for FIS'S due
provision of the related Services.

13.2. Credits. If, at the termination or expiration of this Agreement, FNT is
due any credits for the period prior to the termination or expiration of this
Agreement, such credits shall be offset against any Fees becoming due thereafter
or shall be paid to FNT within thirty (30) days after said termination or
expiration.

13.3. Taxes. All amounts mentioned in this Agreement are exclusive of tax. FNT
shall pay sales, use, value added, and goods and services taxes imposed by any
federal, state, or local governmental entity for products or services provided
under this Agreement, excluding taxes based on FIS'S income and property. FNT
shall pay such tax(es) in addition to the sums due under this Agreement. FIS
shall, to the extent it is aware of taxes, itemize them on a proper VAT, GST or
other invoice submitted pursuant to this Agreement. All property, employment and
income taxes based on the assets, employees and net income, respectively, of FIS
except for

                                       24


Pass-Through Expenses shall be FIS'S sole responsibility. The parties shall
cooperate in good faith to minimize taxes to the extent legally permissible.
Each party shall provide and make available to the other party any resale
certificates, treaty certification and other exemption information reasonably
requested by the other party.

13.4. Proration. FIS will compile all periodic fees or charges under this
Agreement on a calendar month basis and will prorate such fees or charges for
any partial month based upon the ratio of days in the period hereunder to the
number of days in the month.

13.5. Invoicing and Payment. FIS will invoice FNT monthly, no later than the
fifteenth day of the month following that to which the invoice corresponds. Each
invoice will include sufficient detail directly or by reference to specific
dated Reports to enable FNT to understand the basis for the calculation of Fees
and charges then due including, as necessary, documentation of reimbursable
expenses, hours for time and materials efforts, predicates for credit
adjustments, etc. Upon FNT's request, FIS shall provide additional supporting
detail for any invoice. Any sum due to FIS pursuant to this Agreement shall be
due and payable thirty (30) days after receipt by FNT of an invoice from FIS.
Any amount not received or disputed by FNT by the date payment is due shall be
subject to interest on the balance overdue at a rate equal to the Prime Rate
plus one percent from the due date, until paid, applied to the outstanding
balance from time to time.

13.6. Rights of Set Off. With respect to any undisputed amount that (1) should
be reimbursed to FNT or (2) is otherwise payable to FNT by FIS pursuant to this
Agreement, FNT may, if such amount has not been credited against payments owed
by FNT within a reasonable period of time after such amount was due, upon notice
to FIS, deduct the entire amount owed against the charges otherwise payable or
expenses owed to FIS under this Agreement until such time as the entire amount
determined to be owed to FNT has been paid.

13.7. Refundable Items. In the event FIS receives, during the Term, any refund,
credit, or other rebate in respect of a Pass-Through Expense, FIS will promptly
notify FNT of such refund, credit, or rebate, and shall promptly pay to the
appropriate FNT Entity the full amount of such refund, credit, or rebate, in no
event later than thirty (30) days following receipt of such refund.

13.8. Inflation Adjustment.

      (a)   The Fees (exclusive of Pass-Through Expenses) shall be subject to
            adjustment as set forth in paragraphs (a) and (b) of this Section
            13.8. The Fees shall not be adjusted pursuant to this Section 13.8
            with effect prior to January 1, 2006. If the Bureau of Labor
            Statistics Consumer Price Index-Urban (1967=100) as published by the
            Bureau of Labor Statistics of the Department of Labor (the "CPIU")
            for 2005 or thereafter (the "Current CPI Index") shall increase from
            the CPIU applicable for the twelve (12) months immediately prior to
            the notice of increase (the "Base CPI Index"), then FIS may, no more
            often than once in any calendar year, upon no less than thirty (30)
            days prior written notice (but with initial effect on the first of
            the month next succeeding the 30th day following such notice),
            increase the Fees on a prospective basis. Such increase shall not
            exceed, as a percentage, one half (1/2) of the percentage by which
            the Current CPI Index

                                       25


            increased from the Base CPI Index. The Fees (exclusive of
            Pass-Through Expenses) for any succeeding year shall be equal to the
            Fee as so increased or as further adjusted in succeeding years in
            accordance with this Section 13.8. Upon such election, FIS will
            provide to FNT a recalculation of the Fees in writing.

      (b)   If the Bureau of Labor Statistics stops publishing the CPIU or
            substantially changes the content of the CPIU, the parties shall
            substitute another comparable measure published by a mutually
            agreeable source. If such change is merely to redefine the base year
            for the CPIU from 1967 to another year, the parties shall continue
            to use the CPIU but shall, if necessary, convert either the Base CPI
            Index or the Current CPI Index to the same basis as the other by
            multiplying such index by the appropriate conversion factor.

13.9. Pass-Through Expenses. FNT shall reimburse FIS, at cost, for the
pass-through expenses mutually agreed by FNT and FIS in writing and required by
FIS in providing the Services (the "Pass-Through Expenses"), to the extent such
Pass-Through Expenses are actually incurred by FIS for resources and/or
activities and to the extent actually supporting Services for FNT. FIS will
promptly provide FNT with the original third-party invoice for such expense,
together with a statement that FIS has reviewed the invoiced charges and made a
determination of which charges are proper and valid and will be paid by FNT.
Otherwise, FIS will act as payment agent for FNT and will pay all third-party
charges comprising Pass-Through Expenses. FIS will pay the amounts due and will
invoice FNT for such charges as part of the monthly billing. FIS will use
commercially reasonable efforts to minimize the amount of Pass-Through Expenses.
With respect to services or materials paid for on a Pass-Through Expense basis,
FNT reserves the right to: (i) obtain such services or materials directly from a
third party; (ii) designate the third party source for such services or
materials; (iii) designate the particular services or materials (such as
equipment make and model) FIS will obtain; (iv) require FIS to identify and
consider multiple sources for such services or materials and evaluate the
responses from such sources; and (v) review and approve a Pass-Through Expense
for such services or materials before entering into a contract for such services
or materials.

ARTICLE 14. AUDITS

14.1. Processing. Upon at least ten (10) days notice from FNT, FIS shall provide
to auditors and inspectors designated by FNT in its notice, and upon request,
regardless of advance notice, FIS shall provide (a) to FNT (or auditors and
inspectors on behalf of FNT) to the extent FNT is required to do so for
compliance with law or regulations or (b) for more immediate reviews by FNT
regulators, reasonable access (i) during normal business days and hours (except
as may be necessary to perform security audits) to the FIS Service Locations and
(ii) at any time at any FNT location for the purpose of performing, at FNT's
expense, audits or inspections of the business of FNT as supported by FIS. FIS
shall provide such auditors and inspectors any assistance that they may
reasonably require. If any audit by an auditor designated by FNT or a regulatory
authority having jurisdiction over FNT or FIS results in FIS being notified that
it is not in compliance with any generally accepted accounting principle or
other audit requirement relating to the Services, FIS and FNT shall, within the
period of time specified by such auditor or regulatory authority, work in good
faith at FIS'S then-standard rates to comply with such auditor or regulatory
authority. If any non-compliance is due to the non-performance of an obligation
of

                                       26


FIS described in any Base Services Agreement, Statement of Work, Exhibit or
Amendment, FIS shall correct such non-compliance at no cost to FNT.

14.2. Fee Audit. FNT may, with ten (10) days prior written notice and at its own
expense, engage a third party mutually agreed to by the parties (a "Fee
Auditor") to perform a review and audit of records and reports relating only to
volumes of resources, Pass-Through Expenses and travel and living expenses
billed to FNT by FIS pursuant to this Agreement (a "Fee Audit"). FIS agrees to
cooperate fully with the Fee Auditor in preparation of the Fee Audit Report (as
defined below) and deliver any requested information to the Fee Auditor which
FIS would otherwise be required to furnish to FNT pursuant to Section 14.1
hereof at FNT's sole expense. The Fee Auditor shall prepare and submit to FNT a
written report of the results of the Fee Audit (a "Fee Audit Report"). FNT will
provide FIS with a copy of the Fee Audit Report within five (5) business days of
FNT's receipt thereof. In the event that the Fee Audit Report reveals that any
Fees have been overbilled, FIS shall (1) reimburse FNT for such Fees with
interest from the date upon which the Fee was first paid by FNT (the "Fee
Payment Date") until the date on which FIS makes such reimbursement, at the
prime rate as published in the table money rates in the Wall Street Journal on
the Fee Payment Date (or the prior date on which the Wall Street Journal was
published if not published on the Fee Payment Date), ("Prime Rate") plus one
percent and (2) if FIS is not working in good faith to resolve billing issues
identified prior to the audit and the Fees exceed by more than 5% the amount
which the Fee Auditor determines to be the proper Fee amount, pay any fees,
costs or other expenses owed to the Fee Auditor for performing the Fee Audit. In
no event shall FIS'S liability for the cost of the Fee Audit exceed reasonable
and customary charges for such audits.

ARTICLE 15. FORCE MAJEURE; TIME OF PERFORMANCE

15.1. Force Majeure. Neither party shall be held liable for any delay or failure
in performance of all or a portion of the Services or Additional Services or of
any part of this Agreement from any cause beyond its reasonable control which,
with the observation of its duties herein and reasonable care, could not have
been avoided or promptly remediated (including, but not limited to, acts of God,
acts of civil or military authority, government regulations, embargoes,
epidemics, war, terrorist acts, riots, insurrections, fires, explosions,
earthquakes, hurricanes, tornadoes, nuclear accidents and floods, each a "Force
Majeure Event"). Notwithstanding anything in this Agreement to the contrary,
none of (a) a failure of FIS or FNT to satisfy FIS'S or FNT's respective
obligations related to Year 2000 compliance as specified in Section 17.1 (to the
extent such failure is not otherwise due to a Force Majeure Event) or (b) the
failure of the DRP to meet the requirements of Schedule C-8, if such failure
results from FIS'S negligence in procuring or implementing the DRP, shall
constitute Force Majeure Events. Upon the occurrence of a condition described in
this Section 15.1, the party whose performance is prevented or delayed shall
give immediate written notice to the other party describing the affected
performance ("Affected Performance"), and the parties shall promptly confer, in
good faith, to agree upon equitable, reasonable action to minimize the impact,
on both parties, of such condition, including, without limitation, implementing
the DRP, if it has not already been implemented. The parties agree that the
party whose performance is affected shall use commercially reasonable efforts to
minimize the delay caused by the Force Majeure Events and recommence the
Affected Performance. FNT may immediately cease paying for that part of the
Affected Performance which FIS is unable to perform. In the event the delay
caused by the

                                       27


Force Majeure Event lasts for a period of more than fifteen (15) days, the
parties shall negotiate an equitable modification to this Agreement with respect
to the Affected Performance. If the parties are unable to agree upon an
equitable modification within ten (10) days after such fifteen (15) day period
has expired, then either party shall be entitled to serve thirty (30) days
notice of termination on the other party with respect to only such Affected
Performance. If the Force Majeure Event for such Affected Performance is
continuing upon the expiration of such thirty (30) day notice period the portion
of this Agreement relating to the Affected Performance shall automatically
terminate. The remaining portion of this Agreement that does not involve the
Affected Performance shall continue in full force and effect. In such event FIS
shall be entitled to be paid for that portion of the Affected Performance for
which it has completed or in the process of completing through the termination
date.

15.2. Time of Performance and Increased Costs. FIS'S time of performance with
respect to Services performed under this Agreement shall be extended, and its
obligations under Exhibit H shall be suspended, if and to the extent reasonably
necessary, in the event that (a) FNT fails to submit data or materials in the
prescribed form agreed to by the parties or in accordance with the requirements
identified as the responsibility of FNT in this Agreement, (b) FNT fails to
perform on a timely basis or provide adequate resources to perform the tasks,
functions or other responsibilities of FNT designated as the responsibility of
FNT in this Agreement, (c) FNT or any governmental agency authorized to regulate
or supervise FNT makes any special request which extends FIS'S normal
performance schedule, or (d) any FNT Software does not perform in accordance
with its documentation or is not Year 2000 Compliant (and, in each case, the
same is necessary for FIS'S performance hereunder), or FNT or FIS (at FNT's
direction) changes or modifies the FNT Software which change or modification
materially affects FIS'S performance of the Services (each of (a), (b), (c) and
(d) an "FNT Interruption Event"). FIS shall give FNT immediate notice of an FNT
Interruption Event. If either an FNT Interruption Event occurs and FIS is not
prevented thereby from performing any Services, but the occurrence of such FNT
Interruption results in (A) an inability of FIS to perform any or all of the
Services at the Service Levels or (B) an increased cost to FIS for providing the
affected Services, FNT may elect to either (i) suspend FIS'S performance of such
Service until such time as the FNT Interruption Event no longer exists, and
continue to pay for the Services pursuant to Section 13 of this Agreement, or
(ii) elect to receive the Services from FIS in which event FIS shall be relieved
of Service Levels with respect to the affected Services for so long as the FNT
Interruption Event continues. If an FNT Interruption prevents FIS from
performing any Services, FNT shall continue to pay FIS for the Services pursuant
to Section 13 of this Agreement.

15.3. Sole and Exclusive. FIS'S sole and exclusive remedy for FNT's failure to
perform its obligations described in this Agreement (including Section
17.1(d)(1), but excluding Section 16 or use of FIS intellectual property right
beyond the scope permitted by this Agreement), and for the occurrence of an FNT
Interruption Event shall be limited as provided in this Section 15.3. In no
event shall Section 15.2 affect FIS'S right to claim (i) Fees due under this
Agreement for Services actually performed and (ii) damages to FIS for the
termination of this Agreement in whole, or in part, by FNT (which termination
FIS establishes is a breach of this Agreement) based on the lesser of (a) the
Termination Fee (described in Section 18.5) plus the Fees from the date of
termination through the notice period described in Section 18.1 and (b) Fees
based on the volumes of resources multiplied by the number of months from the
date of termination through

                                       28


the end of the Term. FIS'S failure to timely or duly perform Services hereunder
shall not be a breach hereof to the extent resulting, in whole or in part, from
an FNT Interruption Event.

ARTICLE 16. CONFIDENTIALITY

16.1. Confidential Information. Each party shall use at least the same standard
of care in the protection of Confidential Information of the other party as it
uses to protect its own confidential or proprietary information (provided that
such Confidential Information shall be protected in at least a reasonable
manner). For purposes of this Agreement, "Confidential Information" includes (1)
all confidential or proprietary information and documentation of either party,
including the terms of this Agreement, including with respect to FNT, all FNT
Software, FNT Data, all reports, exhibits and other documentation prepared by
any FNT Entity in connection with any bid or proposal process and with respect
to FIS, the FIS Software, any financial information, and reports, exhibits and
other documentation prepared by FIS in connection with any bid or proposal
process. Each party shall use the Confidential Information of the other party
only in connection with the purposes of this Agreement (including administration
and dispute resolution), and shall make such Confidential Information available
only to its employees, subcontractors, or agents having a "need to know" with
respect to such purpose. Each party shall advise its respective employees,
subcontractors, and agents of such party's obligations under this Agreement.
Except as otherwise required by the terms of this Agreement (including Article
18) or applicable law or national stock exchange rule, in the event of the
expiration of this Agreement or termination of this Agreement for any reason all
Confidential Information of a party disclosed to, and all copies thereof made
by, the other party shall be returned to the disclosing party or, at the
disclosing party's option, erased or destroyed. The recipient of the
Confidential Information shall provide to the disclosing party certificates
evidencing such destruction. The obligations in this Section 16.1 will not
restrict disclosure by a party pursuant to applicable law, or by order or
request of any court or government agency; provided that, prior to such
disclosure the receiving party shall (i) immediately give notice to the
disclosing party and (ii) cooperate with the disclosing party in challenging the
right to such access and (iii) only provide such information as is required by
law, such order or a final, non-appealable ruling of a court of proper
jurisdiction. Confidential Information of a party will not be afforded the
protection of this Agreement if such Confidential Information was (A) developed
by the other party independently as shown by its written business records
regularly kept, (B) rightfully obtained by the other party without restriction
from a third party, (C) publicly available other than through the fault or
negligence of the other party, or (D) released by the disclosing party without
restriction to anyone.

16.2. Work Product Privilege. FNT represents and FIS acknowledges that, in the
course of providing Services pursuant to this Agreement, FIS may have access to
(i) documents, data, databases or communications that are subject to attorney
client privilege and/or (ii) privileged work product prepared by or on behalf of
the FNT Entities in anticipation of litigation with third parties (collectively,
the "Privileged Work Product") and that FNT represents and FIS understands that
all Privileged Work Product is protected from disclosure by Rule 26 of the
Federal Rules of Civil Procedure and the equivalent rules and regulations under
the law chosen to govern the construction of this Agreement. FNT represents and
FIS understands the importance of maintaining the strict confidentiality of the
Privileged Work Product to protect the attorney client privilege, work product
doctrine and other privileges and rights associated with

                                       29


such Privileged Work Product pursuant to such Rule 26 and the equivalent rules
and regulations under the law chosen to govern the construction of this
Agreement. After FIS is notified or otherwise becomes aware that documents,
data, database, or communications are Privileged Work Product, only FIS
personnel for whom such access is necessary for the purposes of providing
Services to FNT as provided in this Agreement shall have access to such
Privileged Work Product. Should FIS ever be notified of any judicial or other
proceeding seeking to obtain access to Privileged Work Product, FIS shall, (1)
immediately give notice to FNT and (2) cooperate with FNT in challenging the
right to such access and (3) only provide such information as is required by a
final, non-appealable ruling of a court of proper jurisdiction. FNT shall pay
the cost of any additional labor expense beyond that required by this Agreement
which is incurred by FIS in complying with the immediately preceding sentence.
FNT has the right and duty to represent FIS in such resistance or to select and
compensate counsel to so represent FIS or to reimburse FIS for reasonable
attorneys' fees and expenses as such fees and expenses are incurred in resisting
such access. If FIS is ultimately required, pursuant to an order of a court of
competent jurisdiction, to produce documents, disclose data, or otherwise act in
contravention of the confidentially obligations imposed in this Agreement, or
otherwise with respect to maintaining the confidentiality, proprietary nature,
and secrecy of Privileged Work Product, FIS is not liable for breach of such
obligation to the extent such liability does not result from failure of FIS to
abide by the terms of this Agreement. All Privileged Work Product is the
property of FNT and will be deemed Confidential Information, except as
specifically authorized in this Agreement or as required by law.

16.3. Injunctive Relief. Each party acknowledges and agrees that, in the event
of a breach or threatened breach of any provision of this Article 16, such party
shall have no adequate remedy in damages and notwithstanding the dispute
resolution clause hereinabove, is entitled to seek an injunction to prevent such
breach or threatened breach; provided, however, that no specification of a
particular legal or equitable remedy is to be construed as a waiver,
prohibition, or limitation of any legal or equitable remedies in the event of a
breach hereof.

16.4. Unauthorized Acts. Each party shall: (1) notify the other party promptly
of any unauthorized possession, use, or knowledge of any Confidential
Information by any person which shall become known to it, any attempt by any
person to gain possession of Confidential Information without authorization or
any attempt to use or acquire knowledge of any Confidential Information without
authorization (collectively, "Unauthorized Access"), (2) promptly furnish to the
other party full details of the Unauthorized Access and use reasonable efforts
to assist the other party in investigating or preventing the reoccurrence of any
Unauthorized Access, (3) cooperate with the other party in any litigation and
investigation against third parties deemed necessary by such party to protect
its proprietary rights, and (4) promptly prevent a reoccurrence of any such
Unauthorized Access.

16.5. Publicity. Except as required by law or national stock exchange rule,
neither party shall issue any press release, distribute any advertising, or make
any public announcement or disclosure (a) identifying the other party by name,
trademark or otherwise, or (b) concerning this Agreement without the other
party's prior written consent. Notwithstanding the foregoing sentence, in the
event either party is required to issue a press release relating to this
Agreement or any of the transactions contemplated by this Agreement, or by the
laws or regulations of any governmental authority, agency or self-regulatory
agency, such party shall (i) give notice and a

                                       30


copy of the proposed press release to the other party as far in advance as
reasonably possible, but in any event not less than five (5) days prior to
publication of such press release and (ii) make any changes to such press
release reasonably requested by the other party. In addition, FIS may (1)
communicate the existence of the business relationship contemplated by the terms
of this Agreement internally within FNT's organization and (2) orally and in
writing communicate FNT's identity as a reference with potential and existing
customers.

16.6. Data Privacy.

16.6.1.     Where, in connection with this Agreement, FIS processes or stores
            information about a living individual that is held in automatically
            processable form (for example in a computerized database) or in a
            structured manual filing system ("personal data"), on behalf of any
            FNT Entities or their clients, then FIS shall:

                  (i)   process those personal data only on the written
                        instructions of an FNT Entity (or, with an FNT Entity's
                        prior written approval, the FNT Entity's client);

                  (ii)  implement appropriate administrative, physical and
                        technical measures to protect those personal data
                        against accidental or unlawful destruction or accidental
                        loss, alternation, unauthorized disclosure or access, in
                        particular where the processing involves the
                        transmission of data over a network for which FIS has
                        responsibility, and against all other unlawful forms of
                        processing. Specifically, FIS will provide, without
                        incremental charge, an annual SAS 70 (Type II) audit of
                        its operations at each FIS Technology Center, inclusive
                        of network management from such locations, and at each
                        FIS Service Location to which such processing, in whole
                        or part, may be moved, prepared by a reputable,
                        independent accounting firm. FIS shall provide to FNT a
                        copy of the related audit report promptly after receipt
                        by FIS of such audit report, and in any event within
                        thirty days of FIS'S receipt. FIS shall also provide FNT
                        with a copy of the management response that addresses
                        security and procedural changes suggested in any audit
                        report, if any changes are suggested. Should an audit
                        reveal unresolved deficiencies (which FIS agrees are
                        deficiencies) without a management plan to correct them,
                        FNT may require FIS to promptly provide a management
                        response to cure the deficiency and to provide
                        documentation, as reasonably requested, to demonstrate
                        such cure to FNT's reasonable satisfaction. FIS shall
                        bear the costs of the audit and any required remedial
                        action. FIS'S security measures shall be in accordance
                        with generally accepted industry standards and
                        applicable Regulations and the Fidelity Information
                        Security Policy in accordance with FIS'S obligations
                        pursuant to Section 3.13. FNT may review FIS'S
                        then-current security procedures in accordance with the
                        procedures set forth in Section 14 of this Agreement.
                        Should a review of FIS'S security procedures and/or
                        policies reveal issues with FIS'S security procedures
                        and/or policies that constitute deficiencies as assessed
                        against applicable Regulations, the Fidelity Information
                        Security Policy and generally

                                       31


                        accepted industry standards, FNT may require FIS to
                        promptly provide a plan to cure the deficiency and to
                        provide documentation, as reasonably requested, to
                        demonstrate such cure to FNT's reasonable satisfaction.
                        In addition to the security measures previously
                        implemented by FIS as described in FIS'S then-current
                        security procedures, FIS agrees to adhere to such
                        additional security measures with respect to FNT's
                        personal data as may reasonably be imposed by FNT in
                        accordance with Section 3.13. FNT will reimburse FIS for
                        its actual costs incurred if adherence to additional
                        security standards requested or required by FNT
                        increases FIS'S costs of operation. FIS shall promptly
                        notify FNT of (i) any known material unauthorized
                        possession or use, or attempt thereof, of the data
                        processing files or other personal data; (ii) the effect
                        of such, and (iii) the corrective action taken in
                        response thereto;

                  (iii) not disclose those personal data to any person except as
                        required or permitted by this Agreement (including
                        without limitation any confidentiality restrictions
                        contained in it) or pursuant to an FNT Entity's written
                        consent;

                  (iv)  provide full cooperation and assistance to the FNT
                        Entities in allowing data subjects (as defined in
                        Directive 95/46/EC of the Parliament and of the Council
                        of the European Union of 24 October 1995) to have access
                        to those data and/or to ensure that those data are
                        deleted or corrected if so required by any FNT Entity;
                        and

                  (v)   not process those personal data except to the extent
                        reasonably necessary to the performance of this
                        Agreement.

            Except as otherwise agreed in writing, all personal data relating to
            the FNT Entities or their clients, or any employees or
            representatives of the FNT Entities, or otherwise acquired by FIS or
            FIS Subcontractors as a result of this Agreement shall be processed
            on behalf of the FNT Entities, and FIS shall have no right to
            process or permit a third party to process such data other than in
            performance of FIS'S obligations under this Agreement.

16.6.2.     FNT may instruct FIS, where FIS processes personal data on behalf of
            FNT Entities, to take such steps in the processing of those personal
            data as are reasonably necessary for the performance of this
            Agreement.

16.6.3.     If FIS or any FIS Subcontractors transfers any of the personal data
            that were provided to FIS by FNT Entities to another jurisdiction
            for processing outside the United States, FIS shall ensure that the
            transfer, and FIS'S subsequent processing of personal data in the
            second jurisdiction, do not put the FNT Entities in breach of
            relevant data protection laws in the jurisdiction to which the
            personal data is transferred.

16.6.4.     FNT Entities may, in connection with this Agreement, collect
            personal data in relation to FIS and FIS'S employees, directors and
            other officers involved in providing Services

                                       32


            hereunder. Such data may be collected from FIS, its employees, its
            directors, its officers, or from other (for example, published)
            sources; and some limited personal data may be collected indirectly
            at FNT's (or FNT's Entities') locations from monitoring devices or
            by other means (e.g., telephone logs, closed circuit TV and door
            entry systems). Nothing in this Section 16.6.4 obligates FIS or
            FIS's employees, directors or other officers to provide personal
            data requested by FNT. The FNT Entities may use and disclose any
            such data disclosed by FIS solely for purposes connected with this
            Agreement and for the relevant purposes specified in the data
            privacy policy of the FNT Entity (a copy of which is available on
            request). In particular, FNT may for these purposes transfer such
            data to any country in which FNT's worldwide organization does
            business (including to other FNT Entities) so long as FNT does so in
            compliance with the relevant data protection laws. FIS agrees to
            such transfer in its own right and on behalf (with the authority) of
            its employees, directors and other officers. FNT will maintain the
            same level of protection for personal data collected from FIS (and
            FIS's employees, directors and officers, as appropriate) as FNT
            maintains with its own personal data, and will implement appropriate
            administrative, physical and technical measures to protect the
            personal data collected from FIS and FIS's employees, directors and
            other officers against accidental or unlawful destruction or
            accidental loss, alternation, unauthorized disclosure or access.

ARTICLE 17. REPRESENTATIONS AND WARRANTIES

17.1. Representations and Warranties.

            (a)   FIS represents that:

                  (1)   It is a corporation duly organized, validly existing and
                        in good standing under the laws of the State of
                        Arkansas.

                  (2)   It has all requisite corporate power and authority to
                        execute, deliver and perform its obligations under this
                        Agreement.

                  (3)   With respect to the subject matter of this Agreement, it
                        is duly licensed, authorized or qualified to do business
                        and is in good standing in every jurisdiction in which a
                        license, authorization or qualification is required for
                        the ownership or leasing of its assets or the
                        transaction of business of the character transacted by
                        it, except where the failure to be so licensed,
                        authorized or qualified would not have a material
                        adverse effect on FIS's ability to fulfill its
                        obligations under this Agreement.

                  (4)   The execution, delivery and performance of this
                        Agreement (a) has been duly authorized by FIS and (b)
                        will not conflict with or result in a violation of any
                        of the terms, conditions or provisions of any note,
                        bond, mortgage, indenture or deed of trust or any
                        license, lease agreement or other instrument or
                        obligation to which FIS is a party or by which FIS or
                        any of its assets is bound or affected.

                                       33


                  (5)   It is in compliance with all applicable Federal, state,
                        local, international and foreign laws and regulations
                        applicable to it in connection with its obligations
                        under this Agreement.

                  (6)   There is no outstanding litigation, arbitrated matter or
                        other dispute to which FIS is a party which, if decided
                        unfavorably to FIS, would reasonably be expected to have
                        a potential or actual material adverse effect on FIS's
                        or FNT's ability or on FIS's cost to fulfill its
                        obligations under this Agreement.

                  (7)   None of the FIS Service Locations is in violation of
                        applicable environmental laws.

                  (8)   FIS has no knowledge after due inquiry that the
                        provision of the FIS Software infringes upon the
                        proprietary or contractual rights of any third party.

                  (9)   The execution, delivery and performance of this
                        Agreement will not cause a breach of any commitments by
                        FIS to third parties.

                  (10)  FIS does not have any commitments to third parties that
                        would cause a breach of FIS's obligations under this
                        Agreement.

                  (11)  No approval, authorization, or consent of any
                        governmental or regulatory authority is required to be
                        obtained or made by FIS in order for it to enter into
                        and perform its obligations under this Agreement.

                  (12)  FIS has the right to use the FIS Software to provide the
                        Services and FIS is not aware of any claims of any party
                        which could reasonably threaten such use.

            (b)   Covenants and Warranties of FIS. FIS covenants and warrants
                  that:

                  (1)   In connection with providing the Services, FIS shall
                        comply with all applicable Federal, state and local laws
                        and regulations and shall obtain all applicable permits
                        and licenses related to the FIS Service Locations.

                  (2)   FIS shall maintain and keep the Systems and any other
                        software or Equipment used, exclusively or otherwise, in
                        the provision of the Services, in such condition and
                        state of repair consistent with generally accepted
                        industry practices.

                  (3)   Any FIS Proprietary Software will not contain any
                        undisclosed back door, spyware, time bomb, drop dead
                        device, clock, timer, copy protection feature,
                        replication device, CPU serial number reference or other
                        software routine designed to disable, lock or erase or
                        otherwise interfere with normal use of a computer
                        program, data, or any other files on the user's systems,
                        automatically with the passage of time or under the
                        positive

                                       34


                        control of a person other than a licensee of the
                        software (collectively, "Self-Help Code") and FIS will
                        make reasonable efforts to prevent the introduction of
                        any virus, Trojan horse, worm contaminants, or other
                        software routines or hardware components designed to
                        permit unauthorized access to disable, erase, or
                        otherwise harm software, hardware or data, or to perform
                        any other similar actions (collectively, "Unauthorized
                        Code").

                  (4)   FIS warrants that the Services and the Additional
                        Services will be performed in a professional and
                        workmanlike manner in accordance with the care and skill
                        ordinarily used by other members of the information
                        processing industry practicing under similar conditions
                        for similar customers at the same time, and in no event
                        at a level less than provided by FIS to any other of its
                        similarly situated customers, internal or external,
                        until such time as the baseline has been completed and
                        the Service Levels have been mutually agreed upon.

                  (5)   Year 2000 Compliance.

                        (a)   Definition. For purposes of this Section, the term
                              "Year 2000 Compliant" means that the software,
                              hardware, or equipment, as applicable, manages and
                              manipulates data involving dates, including
                              single-century, cross-century and leap year
                              formulas and date values without resulting in the
                              generation of incorrect or invalid values
                              involving such dates or causing an abnormal
                              ending.

                        (b)   Representations Regarding the FIS Proprietary
                              Software. The FIS Proprietary Software shall be
                              Year 2000 Compliant; provided, however, that FIS
                              shall not be responsible or liable for any failure
                              of the FIS Proprietary Software to be Year 2000
                              compliant or for any improper operation or
                              malfunction of the FIS Proprietary Software under
                              any of the following conditions:

                              (i)   The failure of the FIS Proprietary Software
                                    to be Year 2000 Compliant is the result, in
                                    whole or in part, of either the interaction
                                    between the FIS Proprietary Software and any
                                    other software or systems which are not Year
                                    2000 Compliant or the interface between the
                                    FIS Proprietary Software and any other
                                    software or systems which may pass data into
                                    or accept data from the FIS Proprietary
                                    Software; or

                              (ii)  The failure of the FIS Proprietary Software
                                    is the result, in whole or in part, of any
                                    hardware, operating systems, or equipment
                                    which is either provided by FNT or for
                                    which, under the terms of this Agreement,
                                    FIS is not responsible; or

                                       35


                              (iii) The failure is the result of modifications
                                    made to the FIS Proprietary Software either
                                    by FNT or by a third party at FNT's request.

                              In the event that the FIS Proprietary Software is
                              not Year 2000 Compliant, subject to the
                              limitations set forth above, FNT's sole and
                              exclusive remedy shall be that FIS shall correct
                              and repair the FIS Proprietary Software to make it
                              Year 2000 Compliant.

                        (c)   Warranty With Respect to Services. FNT
                              acknowledges that FIS shall have no responsibility
                              for FNT's Year 2000 compliance or readiness and
                              that FIS has made no representations that Services
                              provided hereunder will make FNT Year 2000
                              Compliant or ready.

                        (d)   Warranty with Respect to Environment. FNT
                              acknowledges that FIS is relying on the
                              representations made by its third-party suppliers
                              regarding the Year 2000 compliance or readiness of
                              the FIS Third-Party Software, the FNT Third Party
                              Software, operating systems, machines, hardware
                              environment and equipment and that it is those
                              third-party suppliers' responsibility to provide
                              for the Year 2000 compliance of the products they
                              manufacture or provide. Upon request by FNT, FIS
                              shall provide FNT with the terms and conditions of
                              any applicable manufacturers' warranties for such
                              products and shall assign to FNT, without
                              additional charge, such warranties as the
                              manufacturers may extend to FIS for the benefit of
                              FNT. In the event that any part of an FIS Service
                              Location supporting Services is not Year 2000
                              compliant, FIS will use its reasonable and good
                              faith efforts to cause the third-party supplier of
                              the non-compliant FIS Third-Party Software, the
                              FNT Third Party Software, operating systems,
                              machines, hardware environment or equipment to
                              make such FIS Third-Party Software, the FNT Third
                              Party Software, operating systems, machines,
                              hardware environment or Equipment Year 2000
                              Compliant and will replace such non-compliant FIS
                              Third Party Software, FNT Third Party Software,
                              operating systems, machines, hardware environment
                              or equipment with comparable products if FIS, in
                              its reasonable discretion, deems replacement is
                              necessary. FIS makes no representations or
                              warranties of any kind, express, implied or
                              statutory, as to the Year 2000 compliance or
                              readiness of such FIS Third-Party Software, the
                              FNT Third Party Software, operating systems,
                              machines, hardware environment and/or equipment or
                              the sufficiency thereof.

                        (e)   Disclaimer. EXCEPT AS SPECIFICALLY PROVIDED IN
                              THIS SECTION, FIS MAKES NO OTHER WARRANTIES WITH
                              RESPECT TO THE YEAR 2000 COMPLIANCE OF ANY

                                       36


                              SOFTWARE, MACHINES, HARDWARE, EQUIPMENT OR
                              SERVICES PROVIDED BY FIS HEREUNDER AND ALL OTHER
                              WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH
                              RESPECT TO YEAR 2000 COMPLIANCE, INCLUDING ANY
                              WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
                              PARTICULAR PURPOSE, ARE HEREBY EXPRESSLY
                              DISCLAIMED AND EXCLUDED.

            (c)   Representations of FNT. FNT represents that:

                  (1)   It is a corporation duly organized, validly existing and
                        in good standing under the laws of the State of
                        Delaware.

                  (2)   It has all requisite corporate power and authority to
                        execute, deliver and perform its obligations under this
                        Agreement.

                  (3)   With respect to the subject matter of this Agreement, it
                        is duly licensed, authorized or qualified to do business
                        and is in good standing in every jurisdiction in which a
                        license, authorization or qualification is required for
                        the ownership or leasing of its assets or the
                        transaction of business of the character transacted by
                        it, except where the failure to be so licensed,
                        authorized or qualified would not have a material
                        adverse effect on FNT's ability to fulfill its
                        obligations under this Agreement.

                  (4)   The execution, delivery and performance of this
                        Agreement (a) has been duly authorized by FNT and (b)
                        will not conflict with or result in a violation of any
                        of the terms, conditions or provisions of any note,
                        bond, mortgage, indenture or deed of trust or any
                        license, lease agreement or other instrument or
                        obligation to which FNT is a party or by which FNT or
                        any of its assets is bound or affected.

                  (5)   It is in compliance with all applicable Federal, state,
                        local, international and foreign laws and regulations
                        applicable to FNT in connection with its obligations
                        under this Agreement.

                  (6)   There is no outstanding litigation, arbitrated matter or
                        other dispute to which FNT is a party which, if decided
                        unfavorably to FNT, would reasonably be expected to have
                        a potential or actual material adverse effect on FIS's
                        or FNT's ability to fulfill its obligations under this
                        Agreement.

            (d)   Covenants of FNT:

                  (1)   FNT responsibilities shall be performed in a good and
                        workmanlike manner in accordance with the care and skill
                        ordinarily used by other members of the title insurance
                        industry practicing under similar conditions at the same
                        time.

                                       37

      (e)   FIS's sole and exclusive remedy for FNT's breach of Section 17.1
            shall be as set forth in Sections 15.2 and 15.3.

17.2. Disclaimer. EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER FNT NOR FIS
MAKES ANY WARRANTIES WITH RESPECT TO THE AGREEMENT AND EACH EXPLICITLY DISCLAIMS
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A SPECIFIC PURPOSE.

ARTICLE 18. TERMINATION

18.1. Termination for Convenience. Termination of this Agreement, in whole or in
part, by FNT for convenience and associated partial termination amounts,
termination fees and minimum purchase commitments for the Services are addressed
in Exhibit I.

18.2. Termination.

      (a)   If FIS fails to perform any of its material obligations under this
            Agreement and does not cure such failure within thirty (30) days of
            receipt (or, if a cure could not reasonably be completed in thirty
            days, but FIS is diligently pursuing a cure, then within sixty (60)
            days) ("Default Cure Period") of a notice of default ("Default
            Notice") from FNT, then FNT may terminate this Agreement (or any
            relevant Specific Core Service, Statement of Work, Base Services
            Agreement, or reasonably separable Service which is separately
            priced ("Service Component")) effective on the last day of the
            Default Cure Period. FNT shall not be required to provide a Default
            Notice with respect to the occurrences described in Section 18.2(b)
            and (c). If FNT fails to timely pay undisputed amounts due
            hereunder, or otherwise breaches its duty of confidentiality in a
            manner which has or may have a material adverse impact on FIS, and
            does not cure such failure within the Default Cure Period of a
            Default Notice from FIS, then FIS may terminate this Agreement (or
            at FIS's discretion any relevant Service Component) effective the
            last day of the Default Cure Period.

      (b)   With respect to material breaches of the provisions of Section 16.1,
            16.2, and/or 16.6, the Default Cure Period under Section 18.2 will
            be two (2) business days. This Section 18.2(b) shall not limit or
            obviate in any way any other remedies to which a terminating party
            may be entitled pursuant to this Agreement, by law, at equity or
            otherwise for breach of Sections 16.1, 16.2, and/or 16.6.

      (c)   FNT may terminate this Agreement or any Service Component(s) without
            liability to either party, other than Fees for Services, Additional
            Services or Termination Assistance Services performed, if FIS has a
            Change of Control not approved by FNT. A "Change of Control" shall
            mean: (i) the consolidation or merger of FIS with or into a Direct
            Competitor of FNT or (ii) the sale of all or substantially all of
            the assets of FIS to a Direct Competitor of FNT.

                                       38


18.3. Termination for Insolvency.

      (a)   In the event that either party:

            (1)   shall admit in writing its inability to, or be generally
                  unable to, pay its debts as such debts become due; or

            (2)   shall (i) apply for or consent to the appointment of, or the
                  taking of possession by, a receiver, custodian, trustee,
                  examiner or liquidator of itself or of all or a substantial
                  part of its property or assets, (ii) make a general assignment
                  for the benefit of its creditors, (iii) commence a voluntary
                  case under the Bankruptcy Code, (iv) file a petition seeking
                  to take advantage of any other law relating to bankruptcy,
                  insolvency, reorganization, liquidation, dissolution,
                  arrangement or winding-up, or composition or readjustment of
                  debts, (v) fail to controvert in a timely and appropriate
                  manner, or acquiesce in writing to, any petition filed against
                  it in an involuntary case under the Bankruptcy Code or (vi)
                  take any corporate, partnership or other action for the
                  purpose of effecting any of the foregoing;

            then the other party may, by giving notice thereof to such party,
            exercise any termination right, and such termination shall become
            effective as of the date specified in such termination notice.

      (b)   In the event that:

            (1)   a proceeding or case shall be commenced, without the
                  application or consent of a party, in any court of competent
                  jurisdiction, seeking (i) its reorganization, liquidation,
                  dissolution, arrangement or winding-up, or the composition or
                  readjustment of its debts, (ii) the appointment of a receiver,
                  custodian, trustee, examiner, liquidator or the like of such
                  party or of all or any substantial part of its property or
                  assets or (iii) similar relief in respect of such party under
                  any law relating to bankruptcy, insolvency, reorganization,
                  winding-up, or composition or adjustment of debts, and such
                  proceeding or case shall continue undismissed, or an order,
                  judgment or decree approving or ordering any of the foregoing
                  shall be entered and continue unstayed and in effect, for a
                  period of sixty (60) days or more days; or

            (2)   an order for relief against such party shall be entered in an
                  involuntary case under the Bankruptcy Code;

            then the other party may, by giving notice thereof to such party,
            exercise any termination right, and such termination shall become
            effective as of the date specified in such termination notice.

                                       39


18.4. Termination Assistance. Upon the termination or expiration of this
Agreement, or any Service Component, for any reason, FIS will provide FNT, at
FNT's request, the transition services reasonably necessary for FNT to effect an
orderly transition for the performance by or on behalf of FNT of the Services so
terminated. Further, FIS will provide, at FNT's request, all staff, services and
assistance reasonably required by FNT for such transition ("Termination
Assistance Services"). All Termination Assistance Services shall be at FIS's
then-standard rates for services of the type to which such Fees apply, whichever
is applicable. In the event FIS terminates this Agreement for material breach by
FNT, FNT shall prepay to FIS all anticipated fees and expenses related to the
Termination Assistance Services prior to the commencement of Termination
Assistance Services. FIS will comply with FNT's directions to accomplish the
orderly transition and migration of the Services to FNT, or any entity
designated by FNT, from FIS. FIS will continue to provide Services in connection
with Termination Assistance Services for a period of up to six (6) months after
termination or expiration of this Agreement, or any Service Component, but only
if requested by FNT, and for such further period as mutually agreed by FNT and
FIS ("Termination Assistance Period"). FIS's obligations under this Section 18.4
will also consist of the following:

      (a)   FIS shall, upon FNT's request, promptly provide FNT with detailed
            specifications and documentation available to FIS for Equipment and
            FIS Software.

      (b)   FIS shall, at FNT's request and at FNT's sole expense, make
            reasonable efforts to promptly transfer to FNT or any entity
            designated by FNT, any rights to access and to use the FIS Third
            Party Software then being used by FIS in providing the Termination
            Assistance Services under this Agreement and FIS shall, at FNT's
            request and at FNT's sole expense, make reasonable efforts to cause
            the grant to FNT, or any entity specified by FNT, of any necessary
            rights to access and use the FIS Third Party Software, to the extent
            such rights have not previously been so acquired or transferred.

      (c)   Notwithstanding Section 8.7 above, FIS hereby consents to FNT's
            solicitation and/or hiring by FNT of those Project Staff that FIS
            and FNT jointly determine, at any time after notice of termination
            of any Service Component(s), of Project Staff working on such
            Service Components.

      (d)   FIS shall make available to FNT for purchase, all Equipment owned by
            FIS and used in the provision of the Services which are dedicated
            solely to the Services, for a purchase price equal to the greater of
            (i) the then current net book value for such Equipment or (ii) the
            fair market value as determined by the Management Committee. For the
            Equipment not purchased by FNT in accordance with the provisions of
            the immediately preceding sentence, FIS shall identify, and assist
            FNT in procuring, at FNT's sole expense, suitable functionally
            equivalent replacements. Notwithstanding any of the foregoing to the
            contrary, FNT shall not be required to make any payment for the
            transfer of ownership rights to FNT of Equipment in connection with
            the purchase of which FIS originally charged FNT the purchase price
            therefor as a Pass-Through Expense. Payment shall be prorated to
            that portion of the purchase price which was not paid as a
            Pass-Through Expense.

                                       40


      (e)   At FNT's request, FIS shall make available to the extent permitted
            by the terms of a lease, all leases for the Equipment leased by FIS
            and used in the provision of the Services, and shall assist in
            obtaining consents to such assignments.

      (f)   At FNT's request, FIS shall provide training reasonably required by
            FNT for the personnel who will be assuming responsibility for
            services and operations only during the Termination Assistance
            Period. FIS shall provide training to FNT after the Termination
            Assistance Period according to FIS's standard fees and class
            schedules.

      (g)   FIS shall provide such other services only if, and at the rates,
            mutually agreed to by the Parties.

ARTICLE 19. EXIT PLAN

19.1. Description of Termination Assistance Services. Within one hundred eighty
(180) days of the Effective Date, FIS will provide to FNT a description of
Termination Assistance Services, reasonably acceptable to FNT.

19.2. Implementation. Upon the expiration or termination of this Agreement for
any reason:

      (a)   FIS shall provide assistance in building a detailed exit plan, which
            plan shall include, at a minimum, a high level work plan that sets
            forth the activities and associated timeline required to effect such
            a transfer and maintain ongoing operations;

      (b)   FIS shall provide the Termination Assistance Services pursuant to
            Section 18.4;

      (c)   The FNT Entities will allow FIS to use, at no charge, those FNT
            Entity facilities being used to perform the Termination Assistance
            Services for as long as FIS is providing the Termination Assistance
            Services to enable FIS to effect an orderly transition of FIS's
            resources to FNT or its designees; and

      (d)   Each party will have the rights specified in Article 9 in respect of
            the Designated Software.

ARTICLE 20. INDEMNIFICATION

20.1. Indemnification by FIS. FIS shall indemnify, defend and hold harmless
(collectively, "Indemnify") FNT and its respective employees, agents, officers,
and designated representatives and including, for purposes of Sections 20.1(d)
and 20.3, the FNT Entities (collectively, the "FNT Indemnified Parties") from
and against any judgment, damage, fine, demand, loss, cost of any kind,
liability (including settlements and judgments) or expense (including reasonable
attorneys' fees and expenses and court costs) (collectively, "Damages"):

      (a)   arising in connection with or as a result of (i) a violation of
            international, foreign, Federal, state, local or other laws or
            regulations for the protection of persons or members of a protected
            class or category of persons, including unlawful

                                       41


            discrimination by FIS or any FIS Subcontractors or any of their
            respective employees or agents (collectively the "FIS Agents," and
            each, a "FIS Agent"), (ii) work-related injury or death caused by
            FIS or any FIS Agent; or (iii) any other aspect of the employment
            relationship of any FIS employee with FIS or the termination of the
            employment relationship with FIS (including claims for breach of an
            express or implied contract of employment), to the extent caused by
            alleged or actual improper conduct of FIS or any FIS Agent;

      (b)   relating to any amounts including taxes, interest and penalties
            assessed against FNT that are the obligations of FIS pursuant to
            Article 13;

      (c)   arising in connection with or as a result of death, personal injury,
            or damage to or loss of real or personal property, which is caused
            by the acts or omissions of FIS or any FIS Agent;

      (d)   arising in connection with or as a result of FIS's breach of any
            confidentiality obligations of FIS pursuant to Article 16; or

      (e)   arising in connection with the failure of FIS to comply with its
            obligations pursuant to Article 10.

20.2. Indemnification by FNT. FNT shall Indemnify FIS and its respective
employees, agents, officers, and designated representatives (collectively, the
"FIS Indemnified Parties", each of the FIS Indemnified Parties and the FNT
Indemnified Parties individually are referred to as an "Indemnified Party") from
and against any Damages:

      (a)   arising in connection with or as a result of (i) a violation of
            international, foreign, Federal, state, local or other laws or
            regulations for the protection of persons or members of a protected
            class or category of persons, including unlawful discrimination by
            FNT or any of FNT's subcontractors or any of their respective
            employees or agents (collectively, the "FNT Agents," and each, a
            "FNT Agent"), (ii) work-related injury or death caused by FNT or any
            FNT Agent; or (iii) any other aspect of the employment relationship
            of any FNT employee with FNT or the termination of the employment
            relationship with FNT (including claims for breach of an express or
            implied contract of employment), to the extent caused by alleged or
            actual improper conduct of FNT or any FNT Agent;

      (b)   relating to any amounts including taxes, interest and penalties
            assessed against FIS that are the obligations of FNT pursuant to
            Article 13;

      (c)   arising in connection with or as a result of death, personal injury,
            or damage to or loss of real or personal property, which is caused
            by the acts or omissions of FNT or any FNT Agent; or

      (d)   arising in connection with or as a result of FNT's breach of any
            confidentiality obligations of FNT pursuant to Article 16.

                                       42


20.3. FIS Intellectual Property Indemnification.

      (a)   FIS shall Indemnify the FNT Indemnified Parties with respect to
            Damages arising in connection with or as a result of any actual or
            alleged infringement by any of the FIS Software, FNT Third Party
            Software licensed by FIS unless the terms of the license are
            approved by FNT in writing in advance (which, upon such approval,
            will be "FNT Approved Software"), Developed Software, Documentation,
            or the manner in which the Services are performed of any patent,
            copyright, trademark, trade name or other intellectual property or
            proprietary or contractual rights of a third party. FIS shall not be
            responsible for any actual or alleged infringement of Developed
            Software or Services to the extent required by specifications or
            instructions given by FNT.

      (b)   If, in FIS's opinion, any FIS Software, FNT Approved Software, or
            Documentation or portion thereof furnished hereunder is likely to or
            does become the subject of a claim of infringement or
            misappropriation, FIS shall either recommend for FNT's consideration
            an item which is equally suitable and upon FNT's approval of the
            recommended replacement, replace the infringing item, or modify the
            alleged infringement so that it becomes non-infringing, so long as
            such modification or replacement does not cause a material
            disruption in any FNT technology systems or operations, or at FIS's
            expense, obtain the right for FNT to continue the use of such item.

      (c)   FIS shall use reasonable efforts to cause all licenses to FIS Third
            Party Software, FNT Third Party Software that FIS licenses and/or
            acquires on FNT's behalf, or other third party proprietary materials
            used to provide the Services to contain infringement indemnification
            for FNT to the same extent that such indemnification is provided
            hereunder.

      (d)   This Section states FNT's and the FNT Entities' sole and exclusive
            remedy for any actual or alleged infringement of any third party's
            intellectual property or proprietary or contractual rights.

20.4. FNT Intellectual Property Indemnification.

      (a)   FNT shall Indemnify the FIS Indemnified Parties with respect to
            Damages arising in connection with or as a result of any actual or
            alleged infringement by any of the FNT Proprietary Software, FNT
            Third Party Software as furnished by FNT under this Agreement, or
            any patent, copyright, trademark, trade name or other intellectual
            property or proprietary or contractual rights of a third party. FNT
            shall not be responsible for any actual or alleged infringement of
            FNT Proprietary Software which arises out of specifications or
            instructions given by FIS. Notwithstanding the foregoing, FNT's
            indemnification obligation to FIS Indemnified Parties for FNT Third
            Party Software that is procured by FIS and is not FNT Approved
            Software shall be limited to the amount (if any) of FNT's recovery
            relating to the claim pursuant to the applicable license agreement
            for such software.

                                       43


      (b)   If, in FNT's opinion, any FNT Proprietary Software, FNT Third Party
            Software as furnished by FNT under this Agreement and FNT Approved
            Software (but not FNT Third Party Software that is licensed by FIS
            and not FNT Approved Software), or portion thereof furnished
            hereunder is likely to or does become the subject of a claim of
            infringement or misappropriation, FNT shall either recommend for
            FIS's consideration an item which is equally suitable and upon FIS's
            approval of the recommended replacement, replace the infringing
            item, or modify the alleged infringement so that it becomes
            non-infringing, so long as such modification or replacement does not
            cause a material disruption to the Services or at FNT's expense,
            obtain the right for FIS to continue the use of such item.

      (c)   This Section states FIS's sole and exclusive remedy for any actual
            or alleged infringement of any third party's intellectual property
            or proprietary or contractual rights.

20.5. Indemnification Procedures. Upon (a) the occurrence of an event or (b) the
commencement of any civil, criminal, administrative, arbitral or investigative
claim, action, suit or proceeding (each, a "Claim") against an Indemnified
Party, in connection with which Damages have been incurred or are likely to be
incurred, notice thereof shall be given to the party that is obligated to
provide indemnification (the "Indemnifying Party") as promptly as practicable;
provided, however, that any delay on the part of the Indemnified Party in
providing such notice shall not relieve the Indemnifying Party of its
indemnification obligation except to the extent the Indemnifying Party is
detrimentally prejudiced thereby. After such notice, the Indemnifying Party
shall immediately either provide the required indemnification or take control of
the defense and investigation of the Claim, if any, and employ and engage
attorneys reasonably acceptable to the Indemnified Party to handle and defend
the same, at the Indemnifying Party's sole cost and expense. The Indemnified
Party shall, at the expense of the Indemnifying Party, cooperate in all
reasonable respects with the Indemnifying Party and its attorneys in the
investigation, trial and defense of the Claim and any appeal arising therefrom.
No settlement of a Claim that involves a remedy other than the payment of money
by the Indemnifying Party shall be entered into without the consent of the
Indemnified Party. After notice by the Indemnifying Party to the Indemnified
Party of its election to assume full control of the defense of the Claim, the
Indemnifying Party shall not be liable to the Indemnified Party for any legal
expenses incurred thereafter by such Indemnified Party in connection with the
defense of that Claim. If the Indemnifying Party does not assume full control
over the defense of a Claim subject to such defense as provided in this Section
20.5, 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.

20.6. Contribution. Notwithstanding anything herein to the contrary, if any
third party Claim is commenced against one or both parties that would, if
brought against both parties, entitle each party to indemnification from the
other under either Section 20.1, Section 20.2, Section 20.3 or Section 20.4 the
parties shall allocate between themselves any liability or expenses (including
reasonable attorneys' fees and expenses) arising out of or relating to such
Claim, according to the parties' relative shares of liability. Neither
contributory negligence nor any analogous principle shall be a defense to any
allocation of liability or expenses pursuant to this Section 20.6. An

                                       44


Indemnifying Party shall not be relieved of its obligation to provide the
defense against any Claim pursuant to such Indemnifying Party's obligations
under this Article 20, notwithstanding any dispute by such Indemnifying Party
relating to whether any act or omission of the Indemnified Party contributed to
the Claim to which the obligation to Indemnify arises.

20.7. Limitation of Liability.

      (a)   SUBJECT TO THIS SECTION 20.7, EACH PARTY SHALL BE LIABLE TO THE
            OTHER FOR ALL DIRECT DAMAGES ARISING OUT OF OR RELATED TO ANY
            CLAIMS, ACTIONS, LOSSES, COSTS, DAMAGES AND EXPENSES RELATED TO, IN
            CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT. SUBJECT TO SECTION
            20.8 BUT NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT TO THE
            CONTRARY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EITHER PARTY
            TO THE OTHER FOR DAMAGES, WHETHER ARISING IN CONTRACT, TORT, EQUITY,
            NEGLIGENCE OR OTHERWISE, EXCEED THE GREATER OF (A) THE FEES PAID BY
            FNT TO FIS PURSUANT TO THIS AGREEMENT OVER THE TWELVE MONTH PERIOD
            IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY AND
            (B) TEN MILLION DOLLARS ($10,000,000).

      (b)   IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL,
            PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND
            WHATSOEVER.

20.8. Exclusions. The provisions set forth in Section 20.7(a) do not apply to
and do not limit damages recoverable for (a) the indemnification provisions set
forth in this Article 20 relating to third party claims, (b) breach of Section
16.1, or (c) damages arising out of gross negligence or intentional misconduct,
nor shall any such damages accrue toward satisfaction of the foregoing
limitation on damages.

ARTICLE 21. WAIVER

      No delay or omission by a party to exercise any right or power accruing
hereunder will impair or be construed as a waiver of any such right or power nor
will such party be deemed to have waived any event of default or acquiesced in
it, and such party shall exercise every such right and power from time to time
and as often as shall be deemed expedient. All waivers shall be in writing and
signed by the party waiving its rights.

ARTICLE 22. INSURANCE

22.1. Coverage Required. During the Term, FIS shall obtain and maintain, and
require any FIS Subcontractors performing Services pursuant to the terms of this
Agreement to obtain and maintain, without incremental cost to FNT, until the end
of the Term and for any Termination Assistance Period, insurance of the types
and in the amounts set forth below. FIS's duty to maintain such insurance
coverage for itself shall nonetheless be relieved for so long as FIS is insured
under the insurance policy or policies maintained by FNT, provided, however,
that FIS

                                       45


reimburses FNT for FIS's portion of the cost of such insurance. Upon written
agreement between the Parties at the time FIS will cease to be covered by FNT's
insurance, and subject to annual renewal, this provision may be satisfied by
FIS's self-insurance. The required insurance coverages are:

      (a)   statutory workers' compensation in accordance with all
            international, foreign, federal, state and local requirements;

      (b)   employer's liability insurance in an amount not less than $1,000,000
            per occurrence, covering bodily injury by accident or disease,
            including death;

      (c)   commercial general liability (including products/completed
            operations with coverage being maintained for a period of five (5)
            years past the termination or expiration of this Agreement and
            contractual liability insurance or such equivalent insurance in a
            foreign jurisdiction) in an amount not less than $1,000,000;

      (d)   comprehensive automobile liability covering all vehicles that FIS
            owns, hires or leases in an amount not less than $1,000,000
            (combined single limit for bodily injury and property damage);

      (e)   professional errors and omissions liability insurance in an amount
            of not less than $5,000,000 per occurrence for liability arising out
            of any negligent act, error, mistake or omission of FIS or any FIS
            Subcontractors performing Services pursuant to the terms of this
            Agreement; and

      (f)   fidelity insurance covering all employees of FIS with limits of not
            less than $2,000,000 per claim.

22.2. Insurance Documentation. To the extent third party insurance is obtained
or maintained pursuant to Section 22.1, FIS shall, within ten (10) days of
commencing work, furnish to FNT certificates of insurance or other appropriate
documentation (including evidence of renewal of insurance) evidencing all
coverage referenced in Section 22.1 and naming FNT as an additional insured on
those policies described in Section 22.1(c) and (d) above. Such certificates or
other documentation shall include a provision whereby thirty (30) days' notice
must be received by FNT prior to coverage cancellation or material alteration of
the coverage by either FIS or any FIS Subcontractors performing Services
pursuant to the terms of this Agreement, or the applicable insurer. If
reasonably requested by FNT, certified copies of any or all of the actual
policies of insurance required hereunder shall be provided to FNT.

ARTICLE 23. MISCELLANEOUS PROVISIONS

23.1. Notices. Except as otherwise specified in this Agreement, all notices,
requests, consents, approvals, and other communications required or permitted
under this Agreement shall be in writing and shall have been deemed to have been
properly given, unless explicitly stated otherwise if sent to each of the
persons at the addresses or facsimile numbers set forth below for a party by (i)
Federal Express or other comparable overnight courier, (ii) registered or
certified mail, postage prepaid, return receipt requested, or (iii) facsimile
during normal business hours to the place of business of the recipient; provided
that any facsimile notice must be followed the

                                       46


same day with a delivery of identical notice by Federal Express or other
comparable overnight courier, for next business day delivery.

In the case of FNT, to: Fidelity National Title Group, Inc.
                        601 Riverside Avenue
                        Jacksonville, FL 32204
                        Attention: President

With a copy to:         Fidelity National Title Group, Inc.
                        601 Riverside Avenue
                        Jacksonville, FL 32204
                        Attention: General Counsel

In the case of FIS:     Fidelity Information Services, Inc.
                        601 Riverside Avenue
                        Jacksonville, FL 32204
                        Attention: President

With a copy to:         Fidelity Information Services, Inc.
                        601 Riverside Avenue
                        Jacksonville, FL 32204
                        Attention: General Counsel

All notices, notifications, demands or requests so given shall be deemed given
and received (i) if mailed, three (3) days after being deposited in the mail;
(ii) if sent via overnight courier, the next business day after being deposited;
or (iii) if sent via facsimile on a business day, that day, or if sent via
facsimile on a day that is not a business day, the next day that is a business
day; provided that any facsimile notice must be followed the same day with a
delivery of identical notice by Federal Express or other comparable overnight
courier, for next business day delivery. Either party may change its address(es)
or facsimile number(s) or the individual(s) for notification purposes by giving
the other party notice of the new address(es) or telecopy number(s) and/or
individual(s) and the date upon which it will become effective.

23.2. Counterparts. This Agreement shall be executed in any number of
counterparts all of which taken together will constitute one single agreement
between the parties.

23.3. Headings. The article and section headings and the table of contents are
for reference and convenience only and will not be considered in the
interpretation of this Agreement.

23.4. Relationship. The performance by FIS of its duties and obligations under
this Agreement are that of an independent contractor and nothing contained in
this Agreement, except for the limited agency expressly provided for herein,
creates or implies an agency relationship between FNT and FIS, nor will this
Agreement be deemed to constitute a joint venture or partnership between FNT and
FIS. FIS and FNT agree that FIS is an independent contractor and its personnel
are not FNT's agents or employees for federal or state tax purposes, and are not
entitled to any FNT employee benefits. Except as specifically set forth herein,
each party assumes sole and full responsibility for its acts and the acts of its
personnel, agents and

                                       47


subcontractors. Neither party has any authority to make commitments or enter
into contracts on behalf of, bind, or otherwise obligate the other party in any
manner whatsoever except as specifically set forth herein.

23.5. Severability. If any provision of this Agreement is held by a court of
competent jurisdiction to be contrary to law, then the remaining provisions of
this Agreement or the application of such provision to persons or circumstances
other than those as to which it is invalid or unenforceable will not be affected
thereby, and each such provision of this Agreement will be valid and enforceable
to the extent permitted by law.

23.6. Entire Agreement. This Agreement and each of the Exhibits and Schedules,
which are hereby incorporated by reference 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. This Agreement is intended to supersede any and
all continuing agreements among FIS and/or Subsidiaries on the one hand and FNT
and/or FNT Entities on the other, for substantially similar services as
contemplated herein.

23.7. Amendments. No amendment to, or change, waiver, or discharge of, any
provision of this Agreement will 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. Notwithstanding the foregoing, at
any time prior to the Sale of FNIS or any IPO, this Agreement may not be amended
without the prior written consent of THL and TPG if such amendment would: (i)
change Section 13 (Fees) or Exhibit D (Fees), (ii) affect the Term of the
Agreement, (iii) affect FNT's ability to terminate any Services pursuant to
Section 18 and Exhibit I (Termination Fees), (iv) affect Articles 3 (Services),
4 (Customer Satisfaction), 5 (Service Levels), 8.3 (Onsite Resources) or 9
(Proprietary Rights) or Exhibit H in any manner materially adverse to FIS, (v)
affect Section 20.7 (Limitation of Liability) in any manner adverse to FIS, (vi)
affect Article 20 (Indemnification) in any manner materially adverse to FIS, or
(vii) affect this Section 23.7 (Amendment). For purposes of this Section 23.7,
(a) the term "THL" shall mean Thomas H. Lee Equity Fund V, L.P.; (b) the term
"TPG" shall mean TPG Partners III, L.P.; (c) the term "Sale of FNIS" means: an
acquisition by any Person (within the meaning of Section 3(a)(9) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act") and used in
Sections 13(d) and 14(d) thereof ("Person")) of Beneficial Ownership (within the
meaning of Rule 13d-3 under the Exchange Act ("Beneficial Ownership")) of 50% or
more of either the then outstanding shares of FNIS common stock (the
"Outstanding FNIS Common Stock") or the combined voting power of the then
outstanding voting securities of FNIS entitled to vote generally in the election
of directors (the "Outstanding FNIS Voting Securities"); excluding, however, the
following: (A) any acquisition directly from FNIS, other than an acquisition by
virtue of the exercise of a conversion privilege unless the security being so
converted was itself acquired directly from FNIS or (B) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by FNIS or a
member of the FNIS Group; and (d) the term "IPO" means an offering and sale to
the public of any shares or equity securities of FNIS or any of its subsidiaries
pursuant to a registration statement in the United States. THL and TPG are
intended express and intended third party beneficiaries for purposes of this
Section 23.7 only.

                                       48


23.8. Governing Law. This Agreement will be interpreted pursuant to and governed
by the laws of the State of Florida applicable to contracts to be performed
within Florida, without giving effect to any conflicts of law doctrine of such
State.

23.9. Survival. The terms of Article 9, Section 12.2, Section 13.3, Article
14.2, Article 15, Article 16, Article 17, Section 18.4, Article 20, Article 21,
and Article 23 will survive the expiration of this Agreement or termination of
this Agreement for any reason.

23.10. Third Party Beneficiaries. Each party intends that this Agreement will
not benefit, or create any right or cause of action in or on behalf of, any
person or entity other than FNT or FIS or, with respect to Sections 20.1(d) and
20.3, the FNT Entities. Notwithstanding the foregoing sentence, (i) FIS shall
have the right to bring a claim against FNT to the extent such claim results
from an FNT Entity failing to abide by the terms of this Agreement and (ii) FNT
shall have the right to bring any claim against FIS on behalf of any other FNT
Entity which results from FIS's failure to deliver Services to such FNT Entity
in accordance with the terms of this Agreement or to comply with the terms of
this Agreement.

23.11. Acknowledgment. FNT and FIS each acknowledge that the limitations and
exclusions contained in this Agreement have been the subject of active and
complete negotiation between the parties and represent the parties' agreement
based upon the level of risk to FNT and FIS associated with their respective
obligations under this Agreement and the payments to be made to FIS and charges
incurred by FIS pursuant to this Agreement. The parties agree that the terms and
conditions of this Agreement will not be construed in favor of or against any
party by reason of the extent to which any party or its professional advisors
participated in the preparation of this Agreement.

23.12. Covenant of Further Assurances. FNT and FIS covenant and agree that,
subsequent to the execution and delivery of this Agreement and without any
additional consideration, each of FNT and FIS will execute and deliver any
further legal instruments and perform any acts which are or shall become
necessary to effectuate the purposes of this Agreement.

                                       49


23.13. Assignment. Except as specified in Sections 3.2 and 8.4, neither FNT nor
FIS shall assign, delegate or otherwise transfer all or any part of its rights
or obligations under this Agreement or any part hereof, unless otherwise
provided for in this Agreement, without the express written consent of the
non-assigning Party. Any such attempted assignment, delegation or transfer will
be null and void and of no effect. Either party shall be permitted to assign
this Agreement to any Affiliate except that the assigning party shall remain
responsible for all obligations under this Agreement including the payment of
Fees.

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

                               FIDELITY NATIONAL TITLE GROUP, INC.

                               By ________________________
                                    Raymond R. Quirk
                                    Chief Executive Officer

                               FIDELITY INFORMATION SERVICES, INC.

                               By ________________________
                                    Michael L. Gravelle
                                    Senior Vice President

                                       50


                                   SCHEDULE I

      The defined terms used in this Agreement shall have the meanings set forth
in the Sections of this Agreement and Exhibits listed:



TERM                                  SECTION/EXHIBITS
- ----                                  ----------------
                                   
Account Manager                       8.2
Additional Services                   3.5(a)
Affected Performance                  15.1
Affiliate                             3.2
Agreement                             Heading
Ancillary FIS Proprietary Software    9.3(c)
Ancillary Tasks                       3.1(c)
As Is environment                     3.1(a)
Base CPI Index                        13.8(a)
Change Control Procedures             3.8
Change of Control                     18.2(c)
Claim                                 20.5
Confidential Information              16.1
Consents                              10
Core Services                         3.3
CPIU                                  13.8(a)
Current CPI Index                     13.8(a)
Damages                               20.1
Data Safeguards                       6.2(b)
Deadline Notice                       2.2(a)
Default Cure Period                   18.2(a)
Default Notice                        18.2(a)
Deposit Amount                        7.3
Deposit Institution                   7.3
Designated Software                   9.4
Developed Software                    9.5
Director Competitor                   8.4
Disaster                              Exhibit A
Dispute(s)                            7.2(a)
Disputing Party                       7.3
DRP                                   Exhibit A
Effective Date                        Heading
Equipment                             9.6
Escalation Process                    7.2(d)
Executive Management                  7.2(c)
Expiration Date                       2.2(a)
Failure Recognition Event             5.3
Fee Audit                             14.2
Fee Audit Report                      14.2


                                       1




TERM                                  SECTION/EXHIBITS
- ----                                  ----------------
                                   
Fee Auditor                           14.2
Fee Payment Date                      14.2
Fees                                  13.1
Fidelity Information Security Policy  Exhibit J
First Tier Management                 7.2(b)
FIS                                   Heading
FIS Agent(s)                          20.1(a)
FIS Developed Items                   9.5
FIS Equipment                         9.6
FIS Indemnified Parties               20.2
FIS Key Employees                     8.2
FIS Managed Agreements                11.1
FIS Managed Invoice(s)                11.2
FIS Proprietary Software              9.3(a)
FIS Relationship Manager              7.1
FIS Service Location Move             6.1
FIS Service Location Project Plan     6.1
FIS Service Location (s)              6.1
FIS Software                          9.4
FIS Subcontractors                    3.2
FIS Third Party Software              9.4
FNF                                   Recitals
FNT                                   Heading
FNT Agent                             20.2(a)
FNT Approved Software                 20.3(a)
FNT Data                              12.1
FNT Entity(ies)                       3.1(a)
FNT Equipment                         9.6
FNT Indemnified Parties               20.1
FNT Interruption Event                15.2
FNT Location                          6.2(f)
FNT Proprietary Software              9.2
FNT Relationship Manager              7.1
FNT Software                          9.2
FNT Third Party Software              9.2
Force Majeure Event                   15.1
FTE                                   8.2
Future State environment              3.1(b)
Incidents                             Exhibit A
Indemnified Parties                   20.2
Indemnify                             20.1
Indemnifying Party                    20.5
Initial Term                          2.1
Initial Term Expiration Date          2.1
Management Committee                  7.1


                                       2




TERM                                  SECTION/EXHIBITS
- ----                                  ----------------
                                   
Move Expense Summary                  6.1
NAB                                   6.2
One Year Renewal Period               2.2(a)
On-Site FTEs                          8.2
On-Site Period                        8.2
Operations Analyst On-Site Period     8.2
Pass-Through Expenses                 13.9
Personal Data                         16.6.1
Prime Rate                            14.2
Privileged Work Product               16.2
Programmer Support On-Site Period     8.2
Project Staff                         8.1
Regulation                            3.13
Release Package                       Exhibit A
Removal Expense Summary               8.4
Renewal Notice                        2.2(a)
Renewal Period                        2.2(a)
Renewal Right                         2.2(a)
Report(s)                             3.12
Security Incident                     6.2(c)
Self-Help Code                        17.1(b)(3)
Service Component                     18.2(a)
Service Level Audit                   5.7
Service Level Audit Report            5.7
Service Level Auditor                 5.7
Service Level Credit Event            5.4
Service Level Credit Trigger          5.4
Service Level Credits                 5.4
Service Levels                        5.1
Services                              3.1(a)
Statement of Work                     3.5
Subsidiary                            3.1(d)
Systems                               9.7
Technology Review                     3.10(a)
Term                                  2.2(a)
Termination Assistance Period         18.4
Termination Assistance Services       18.4
Termination Fee                       18.5
Two Year Renewal Period               2.2(a)
Unauthorized Access                   16.4
Unauthorized Code                     17.1(b)(3)
Utilize                               9.3(c)
Year 2000 Compliant                   17.1(b)5(a)


                                       3

                                                                   Exhibit 10.17

                                                                        NOVATION

                       SOFTPRO SOFTWARE LICENSE AGREEMENT

This SOFTWARE LICENSE AGREEMENT (the "Agreement") is dated as of ___________,
2005 ("Effective Date") and is made by and between FNIS SoftPro, a division of
FIDELITY NATIONAL INFORMATION SOLUTIONS, INC., with its principal office at 333
East Six Forks Road, Raleigh, North Carolina, 27609 ("SoftPro"), and FIDELITY
NATIONAL TITLE GROUP, INC., with its principal offices at 601 Riverside Avenue
Jacksonville, FL 32204 ("Client").

            WHEREAS, Fidelity National Information Services, Inc. ("FNIS"), the
parent company of SoftPro, previously entered into a certain Stock Purchase
Agreement, dated as of December 23, 2004 (the "Stock Purchase Agreement"), with
Fidelity National Financial, Inc., a Delaware corporation ("FNF"), pursuant to
which certain purchasers (the "Purchasers") purchased from FNIS 50,000,000
shares of FNIS' common stock, subject to the terms and conditions of the Stock
Purchase Agreement; and

      WHEREAS, a condition to the closing of the transactions contemplated by
the Stock Purchase Agreement required that FNIS and FNF enter into certain
Intercompany Agreements (as defined in the Stock Purchase Agreement), and that
the form and substance of such Intercompany Agreements be satisfactory to the
Parties and the representatives of the Purchasers; and

      WHEREAS, SoftPro previously entered into a SoftPro Software License
Agreement dated as of March 4, 2005 (the "FNF Agreement") with FNF, as the
parent company of FNT and its subsidiaries, with respect to the use of certain
software and the provision of certain services, as more fully described herein;
and

      WHEREAS, pursuant to an Assignment and Assumption Agreement of even date
herewith between FNF and FNT, FNT has assumed, with the consent of FNIS and
SoftPro, all of FNF's rights and obligations under the FNF Agreement; and

      WHEREAS, SoftPro and FNT wish to enter into a novation of the rights and
obligations under the FNF Agreement, as assumed by and assigned to FNT, so that
FNT is the clear party in interest with respect to the license and services to
be provided by SoftPro, as more particularly described herein;

      NOW THEREFORE, in consideration of the premises, and of the
representations, warranties, covenants and agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Parties hereto agree as follows:

1.    DEFINITIONS.

      As used in this Agreement:

      1.1   "ASSISTANCE" shall mean installation, conversion planning,
            conversion, consulting assistance, workshops, training or education
            classes performed by SoftPro, or other functions mutually agreed to
            be "Assistance" by Client and SoftPro.

      1.2   "BASE MODIFICATION" shall mean any Modification which SoftPro, in
            its sole discretion, has incorporated into the base version of the
            SoftPro Software which SoftPro makes generally available to its
            customers.

      1.3   "CLIENT SERVER SOFTWARE" shall mean those client-server based
            applications set forth in Section 1.3 of Exhibit A hereto.

      1.4   "COMPETITOR" shall mean a natural or legal person offering a product
            that competes with SoftPro Software.

      1.5   "CUSTOM MODIFICATION" shall mean any Modification to the SoftPro
            Software other than a Base Modification.

      1.6   "DAYS" shall mean calendar days, unless otherwise specified.

      1.7   "DEFECT" shall mean any failure, malfunction, defect or
            non-conformity in the SoftPro Software that prevents the SoftPro
            Software in any material respect from operating and performing in
            accordance with the Documentation.

      1.8   "DOCUMENTATION" shall mean SoftPro's standard operating instructions
            relating to the SoftPro Software, consisting of one copy of the
            object code form of the SoftPro Software; a copy of manuals
            consisting of instructions and procedures for systems and operations
            personnel and end users of SoftPro Software, and related
            documentation which SoftPro makes available to its customers in
            general. SoftPro will deliver the Documentation to Client in paper
            form, on CD ROM or electronically, at SoftPro's discretion and in
            accordance with SoftPro's then-current practices for such delivery
            (except that SoftPro Software shall be delivered on machine readable
            media). Client acknowledges that not all items of Documentation are
            available in all forms of media. SoftPro shall have the right to



                  change the medium upon which the Documentation is delivered to
                  Client without notice to Client. Upon electronic delivery of
                  Documentation, any obligation of SoftPro to deliver multiple
                  numbers of copies of such Documentation to Client shall have
                  no further force or effect.

            1.9   "ESCALATION PROCEDURES" shall mean the procedures set forth in
                  Section 10.3 of this Agreement.

            1.10  "INSTALLATION SITE" shall mean each location at which the
                  SoftPro Software is installed and which is (i) either owned or
                  controlled by Client, (ii) owned or controlled by one or more
                  subsidiaries if FNIS that are involved in the operation of the
                  LSI business for FNIS, or (iii) owned or controlled by a
                  Client contractor (who is not a Competitor and who has
                  executed a nondisclosure agreement consistent with the terms
                  of this Agreement) providing use of systems to Client, and
                  which is located in the United States. The initial
                  Installation Site address is listed in Section 2 of Exhibit A.
                  Client may update the list of Installation Sites from time to
                  time upon thirty (30) Days prior written notice to SoftPro.

            1.11  "MAINTENANCE" shall mean the services described in Exhibit B
                  hereto.

            1.12  "MAINTENANCE RELEASE" shall mean the current Release of the
                  SoftPro Software and the immediately prior Release (provided
                  that such Releases have been made available to Client), and
                  shall also include, at any given time, each Release delivered
                  to Client within the prior two years.

            1.13  "MODIFICATION" shall mean any customization, enhancement,
                  modification or change made to the SoftPro Software authored
                  by or for SoftPro under this Agreement.

            1.14  "MSA" shall mean the Master Information Technology Services
                  Agreement by and between Fidelity Information Services, Inc.
                  and Fidelity National Title Group, Inc. entered into as of the
                  date hereof.

            1.15  "PC SOFTWARE" shall mean those personal computer-based
                  applications developed by SoftPro that are set forth in
                  Section 1.2 of Exhibit A.

            1.16  "PROPRIETARY INFORMATION" shall mean all information disclosed
                  by or for Client or SoftPro to the other during the
                  negotiations hereof and/or learned by reason of the
                  relationship established hereunder or pursuant hereto,
                  including, without limitation, the SoftPro Software,
                  Documentation, Releases, Modifications and all information,
                  data and designs related thereto. Information relating to each
                  party's business, plans, affiliates or customers shall also be
                  deemed "Proprietary Information" for purposes of the
                  Agreement. "Proprietary Information" shall also include all
                  "non-public personal information" as defined in Title V of the
                  Gramm-Leach-Bliley Act (15 U.S.C. Section 6801, et seq.) and
                  the implementing regulations thereunder (collectively, the
                  "GLB Act"), as the same may be amended from time to time, that
                  SoftPro receives from or at the direction of Client and that
                  concerns any of Client's "customers" and/or "consumers" (as
                  defined in the GLB Act).

                                       2



            1.17  "RELEASE" shall mean the Base Modifications, and other new
                  versions, corrections, revisions, updates, modifications and
                  enhancements to the SoftPro Software and related Documentation
                  that SoftPro makes commercially available, without additional
                  charge, to licensees of the SoftPro Software to which SoftPro
                  is providing Maintenance. A Release does not include any new
                  or replacement products.

            1.18  "SERVER" shall mean a logical server that may include one (1)
                  or more physical servers.

            1.19  "SOFTPRO AFFILIATE" shall mean any majority-owned, direct or
                  indirect subsidiary of SoftPro, as from time to time
                  constituted.

            1.20  "SOFTPRO SOFTWARE" shall mean the object code and/or Source
                  Code of any program or part of a program as described in
                  Exhibit A licensed hereunder to Client. SoftPro Software
                  includes all Base Modifications, all Modifications authored by
                  or for SoftPro, and all Releases issued during the term of
                  Maintenance under this Agreement.

            1.21  "SOURCE CODE" of SoftPro Software shall mean a copy of the
                  source code (or comparable high level coding) for the SoftPro
                  Software, including any annotations therein, certified by
                  SoftPro to Client, upon each delivery to Client, as a complete
                  and accurate copy of source code corresponding to the SoftPro
                  Software as last delivered or otherwise made available by
                  SoftPro (whether in pieces or in an integrated whole).

            1.22  "THIRD PARTY SOFTWARE" shall mean those third party
                  applications provided by SoftPro that are set forth in Section
                  1.4 of Exhibit A.

            1.23  "USE LIMITATIONS" shall mean the use by Client of the Client
                  Server Software simultaneously on no more than the number of
                  Workstations licensed herein.

            1.24  "WORKSTATION" shall mean any personal computer or computer
                  terminal on which use of Client Server Software is authorized.

      2.    GRANT OF LICENSE.

            2.1   GRANT. Subject to Client's full payment, as due, of fees
                  listed in Exhibit C, SoftPro hereby grants to Client, and
                  Client accepts from SoftPro, a world-wide nonexclusive,
                  perpetual, irrevocable right and object code license (except
                  as otherwise provided for in Section 3 below) to use the
                  SoftPro Software and Documentation at the Installation
                  Site(s), subject to the restrictions and obligations set forth
                  herein.

            2.2   DELIVERY. Client acknowledges and agrees that it has received,
                  prior to the Effective Date, delivery of the SoftPro Software
                  in object code form and the Documentation.

                                       3



      3.    SOURCE CODE DELIVERY

            3.1   DUTY TO DELIVER. Under the circumstances listed in Section 3.2
                  below, solely for purposes of integration, maintenance,
                  modification and enhancement of Client's installation(s) of
                  SoftPro Software, SoftPro shall promptly deliver to Client a
                  complete copy of Source Code, which shall be subject to all of
                  the license terms and restrictions applicable to the SoftPro
                  Software.

            3.2   CONDITIONS. SoftPro's duty of delivery of Source Code as
                  described above shall be immediately due and enforceable in
                  equity upon any of these circumstances:

                  (a)   SoftPro has given notice to Client under terms of
                        Maintenance that SoftPro shall cease, or SoftPro has
                        ceased, (i) providing Maintenance generally or (ii)
                        supporting any part of SoftPro Software, and in the
                        event of notice of future termination, such termination
                        (whenever notice is given) shall be effective within
                        twelve months.

                  (b)   SoftPro shall apply for or consent to the appointment of
                        a receiver, trustee, or liquidator of all or a
                        substantial part of its assets, file a voluntary
                        petition in bankruptcy, make a general assignment for
                        the benefit of creditors, file a petition or an answer
                        seeking reorganization or arrangement with creditors or
                        take advantage of any insolvency law, or if an order,
                        judgment or decree shall be entered by any court of
                        competent jurisdiction, on the application of a
                        creditor, adjudicating SoftPro as bankrupt or insolvent
                        or approving a petition seeking reorganization of
                        SoftPro or appointing a receiver, trustee, or liquidator
                        of SoftPro or of all or substantial part of its assets,
                        and such order, judgment or decree shall continue
                        unstayed and in effect for any period of thirty (30)
                        consecutive Days.

                  (c)   SoftPro shall be in breach of any material covenant
                        herein or under Maintenance (or of any Development
                        Services SOW under the MSA) which, following notice of
                        breach in reasonable detail from Client, is not cured
                        within thirty (30) Days. To the extent the breach
                        relates to Maintenance on a specific module or separable
                        component of SoftPro Software, the duty of Source Code
                        delivery shall be limited to the Source Code for such
                        specific module or separable component.

                  (d)   Client shall have requested development or integration
                        services with respect to SoftPro Software which SoftPro
                        is unable or unwilling to provide or as to which the
                        parties cannot timely come to commercial terms.

                        (i)   To the extent the integration or development
                              relates to a specific module or separable
                              component of SoftPro Software, the duty of Source
                              Code delivery shall be limited to the Source Code
                              for such specific module or separable component.

                                       4



                        (ii)  In the event of delivery of Source Code by SoftPro
                              under this subsection (d), upon Client's
                              completion of its development or integration
                              effort, equating generally to the same scope of
                              work that SoftPro was requested to perform but did
                              not perform, it will provide to SoftPro a copy of
                              the source code for the development or
                              enhancement, including any annotations therein,
                              certifying same as complete and accurate and,
                              without further formality, SoftPro shall be deemed
                              granted a license to use that source code
                              developed by Client or its non-Competitor
                              contractors, solely for maintenance or further
                              development of the SoftPro Software as implemented
                              for Client and for no other use or beneficiary.

                        (iii) Six (6) months following the delivery by Client to
                              SoftPro of source code for Client's developments
                              or enhancements under Section 3.2(d)(ii), SoftPro
                              may request that Client certify, and Client will
                              promptly certify to SoftPro, that Client has
                              destroyed all copies of (x) Source Code delivered
                              to it by SoftPro 3.2(d) and (y) all copies of the
                              source code for Client's development or
                              enhancement - except two hard copy prints of
                              source code for Client's development or
                              enhancement for proof of authorship.

                        (iv)  Client's right to obtain access to Source Code
                              pursuant to this Section 3.2(d) may be invoked at
                              any time and from time to time, regardless of the
                              continuity of Maintenance.

      4.    SOFTWARE USE RESTRICTIONS.

            4.1   RESTRICTIONS ON SOFTPRO SOFTWARE.

                  (a)   Client may not use the SoftPro Software in a service
                        bureau or in a time share arrangement.

                  (b)   Client may not sell, lease, assign, transfer, distribute
                        or sublicense the SoftPro Software or Documentation, to
                        any party that is not a (direct or indirect) subsidiary
                        of Client except as set forth in Schedule 4.1(b) hereto
                        and except that Client may sublicense the SoftPro
                        Software to subsidiaries of FNIS that are involved in
                        the operation of the LSI business for FNIS. Client may
                        not sell, lease, assign, transfer, distribute or
                        sublicense the Source Code to any person or entity at
                        any time, except that Client may sublicense the Source
                        Code to a direct or indirect subsidiary of Client as
                        necessary to exercise Client's rights to modify and
                        create derivative works of the SoftPro Software and
                        Documentation.

                  (c)   Client shall use SoftPro Software subject to the Use
                        Limitations.

                  (d)   Client will not make copies, or similar versions of the
                        SoftPro Software or any part thereof without the prior
                        written consent of SoftPro, except in the process of
                        contemplated use, for administrative, archival or
                        disaster recovery backup, and as expressly provided
                        otherwise herein.

                                       5



                  (e)   Client may not provide copies of the SoftPro Software to
                        any person, firm, or corporation not permitted hereunder
                        except as permitted under Sections 4.1(b) and (d) above,
                        and except as to Client's non-Competitor contractors or
                        subcontractors who have executed nondisclosure terms
                        consistent with the confidentiality terms herein.

                  (f)   Client shall not allow any third party to use or have
                        access to the SoftPro Software for any purpose without
                        SoftPro's prior written consent except as permitted
                        under Sections 4.1(b) and (d) above, and except as to
                        Client's non-Competitor contractors or subcontractors
                        who have executed nondisclosure terms consistent with
                        the confidentiality terms herein.

                  (g)   Client agrees not to disclose, decompile, disassemble or
                        reverse engineer the SoftPro Software.

            4.2   ADDITIONAL RESTRICTIONS ON PC SOFTWARE.

                  (a)   Except as specifically set forth herein, all other
                        restrictions on use, copying or disclosure of the
                        SoftPro Software and Client's agreement to maintain the
                        confidentiality thereof shall apply to the PC Software
                        and its Documentation.

                  (b)   Client may not modify the PC Software (although SoftPro
                        may do so on Client's behalf.)

      5.    TERM; TERMINATION

            5.1   The term of license shall be perpetual subject to termination
                  in accordance with the terms herein.

            5.2   Client may terminate the license for convenience upon no less
                  than ninety (90) days prior written notice to the other.

            5.3   A license enjoyed by a direct or indirect subsidiary of Client
                  shall terminate without further formality upon the six month
                  anniversary date after such entity's ceasing to be a
                  subsidiary of Client. Client shall cause such subsidiary to
                  agree to migrate its data off the SoftPro Software and on to
                  an alternative product during the above described six month
                  period. In any event, if the subsidiary becomes a subsidiary
                  of a Competitor, the license to the subsidiary shall terminate
                  immediately.

            5.4   In the event Client or a Client subsidiary discloses any of
                  the SoftPro Software or any material part of the Documentation
                  to a Competitor, then SoftPro upon thirty (30) days prior
                  written notice to Client, may terminate the license with
                  respect to that portion of relating to the SoftPro Software
                  and Documentation provided to such competitor if Client on its
                  own does not (or if Client does not cause its subsidiary to)
                  discontinue disclosure of the SoftPro Software and
                  Documentation to such Competitor within thirty days following
                  Client's receipt of SoftPro' written

                                       6



                  notice. Any such termination shall be effective upon the
                  expiration of the cure period. The foregoing is intended to
                  apply only to the remedy of termination. SoftPro shall retain
                  the right to pursue any other remedies in the event Client or
                  its Subsidiary makes an unauthorized disclosure to a
                  Competitor, including injunctive relief or recovery of
                  damages, and, depending on the nature of the disclosure,
                  requesting that Client undertake other measures in addition to
                  simply discontinuing disclosure to the Competitor.

            5.5   In the event of termination of the license for any reason,
                  Client and/or its subsidiary, as applicable, shall promptly
                  cease all use of the relevant SoftPro Software, delete from
                  its systems all copies of the relevant SoftPro Software, and
                  within thirty (30) days of termination, return to SoftPro all
                  tangible copies of the relevant SoftPro Software, together
                  with certification that is has ceased such use, deleted such
                  copies and returned such tangible copies as required
                  hereunder.

            5.6   Each party acknowledges and agrees that, in the event of
                  Client's breach or threatened breach or any provision of
                  Sections 4, 5.3, 5.4, 5.5 or 7, SoftPro shall have no adequate
                  remedy in damages and notwithstanding the dispute resolution
                  provisions in Section 11 hereof, is entitled to seek an
                  injunction to prevent such breach or threatened breach;
                  provided, however, no specification of a particular legal or
                  equitable remedy is to be construed as a waiver, prohibition,
                  or limitation of any legal or equitable remedies in the event
                  of a breach hereof.

            5.7   Licenses purchased pursuant to the option in Schedule 4.1(b)
                  shall survive in accordance with their terms.

      6.    INTELLECTUAL PROPERTY RIGHTS.

            6.1   OWNERSHIP OF SOFTPRO SOFTWARE AND DOCUMENTATION. From the date
                  the SoftPro Software and Documentation is first disclosed to
                  Client, and at all times thereafter, as between the parties,
                  SoftPro and its licensors shall be the sole and exclusive
                  owners of all right, title, and interest in and to the SoftPro
                  Software, Documentation and all Modifications, including,
                  without limitation, all intellectual property and other rights
                  related thereto. The parties acknowledge that this Agreement
                  in no way limits or restricts SoftPro and the SoftPro
                  Affiliates from developing or marketing on their own or for
                  any third party in the United States or any other country, the
                  SoftPro Software, Documentation or Modifications, or any
                  similar software (including, but not limited to, any
                  modification, enhancement, interface, upgrade, change and all
                  software, source code, blueprints, diagrams, flow charts,
                  specifications, functional descriptions or training materials
                  relating thereto) without payment of any compensation to
                  Client, or any notice to Client.

            6.2   DEVELOPMENT SERVICES. Client may from time to time wish to
                  augment the SoftPro product with additional functionality or
                  utility, or to integrate it with Client systems from other
                  sources, and for such purposes may request the

                                       7



                  provision of development services from SoftPro pursuant to a
                  statement of work under the MSA (a "SOW").

            6.3   CONFLICT WITH MSA. Title to any SoftPro work product developed
                  under the MSA shall be determined by the MSA notwithstanding
                  any conflicting terms herein.

      7.    CONFIDENTIALITY.

            7.1   CONFIDENTIALITY OBLIGATION. Proprietary Information (i) shall
                  be deemed the property of the disclosing party (or the party
                  for whom such data was collected or processed, if any), (ii)
                  shall be used solely for the purposes of administering and
                  otherwise implementing the terms of this Agreement and any
                  ancillary agreements, and (iii) shall be protected by the
                  receiving party in accordance with the terms of this Section
                  7.

            7.2   NON-DISCLOSURE COVENANT. Except as set forth in this Section,
                  neither party shall disclose the Proprietary Information of
                  the other party in whole or in part, including derivations, to
                  any third party. If the parties agree to a specific
                  nondisclosure period for a specific document, the disclosing
                  party shall mark the document with that nondisclosure period.
                  In the absence of a specific period, the duty of
                  confidentiality for (a) SoftPro Software (except pursuant to
                  Schedule 4.1(b),) Source Code and related Documentation shall
                  extend in perpetuity and (b) with respect to any other
                  Proprietary Information shall extend for a period of five (5)
                  years from disclosure. Proprietary Information shall be held
                  in confidence by the receiving party and its employees, and
                  shall be disclosed to only those of the receiving party's
                  employees and professional advisors who have a need for it in
                  connection with the administration and implementation of this
                  Agreement. In no event shall Client disclose SoftPro
                  Proprietary Information to a Competitor of SoftPro. Each party
                  shall use the same degree of care and afford the same
                  protections to the Proprietary Information of the other party
                  as it uses and affords to its own Proprietary Information.

            7.3   EXCEPTIONS. Proprietary Information shall not be deemed
                  proprietary and, subject to the carve-out below, the receiving
                  party shall have no obligation of nondisclosure with respect
                  to any such information which:

                  (i)   is or becomes publicly known through no wrongful act,
                        fault or negligence of the receiving party;

                  (ii)  was disclosed to the receiving party by a third party
                        that was free of obligations of confidentiality to the
                        party providing the information;

                  (iii) is approved for release by written authorization of the
                        disclosing party;

                  (iv)  was known to the receiving party prior to receipt of the
                        information;

                  (v)   was independently developed by the receiving party
                        without access to or use of the Proprietary Information
                        of the disclosing party; or

                  (vi)  is publicly disclosed pursuant to a requirement or
                        request of a governmental agency, or disclosure is
                        required by operation of law.

                                       8



                        Notwithstanding application of any of the foregoing
                        exceptions, in no event shall SoftPro treat as other
                        than Proprietary Information, information comprising
                        nonpublic personal information under the GLB Act.

            7.4   CONFIDENTIALITY OF THIS AGREEMENT; PROTECTIVE ARRANGEMENTS.

                  (a)   The parties acknowledge that this Agreement contains
                        confidential information that may be considered
                        proprietary by one or both of the parties, and agree to
                        limit distribution of this Agreement to those employees
                        of Client and SoftPro with a need to know the contents
                        of this Agreement or as required by law or national
                        stock exchange rule. In no event may this Agreement be
                        reproduced or copies shown to any third parties (except
                        counsel, auditors and professional advisors) without the
                        prior written consent of the other party, except as may
                        be necessary by reason of legal, accounting, tax or
                        regulatory requirements, in which event Client and
                        SoftPro agree to exercise reasonable diligence in
                        limiting such disclosure to the minimum necessary under
                        the particular circumstances.

                  (b)   In addition, each party shall give notice to the other
                        party of any demands to disclose or provide Proprietary
                        Information of the other party under or pursuant to
                        lawful process prior to disclosing or furnishing such
                        Proprietary Information, and shall cooperate in seeking
                        reasonable protective arrangements.

      8.    CONTINUING UNDERTAKINGS.

            During the duration of the license granted hereunder, SoftPro shall
            offer Maintenance for the SoftPro Software for the fees set forth in
            Exhibit C hereto. A description of Maintenance services is set forth
            in Exhibit B hereto. Any related professional services shall be
            performed pursuant to Exhibit B of the MSA.

      9.    INVOICING AND PAYMENTS, PAST DUE AMOUNTS, CURRENCY.

            9.1   INVOICING AND PAYMENT REQUIREMENTS. SoftPro shall invoice for
                  such fees described in Exhibit C hereto as well as for any
                  expenses and any other applicable charges incurred and owing
                  hereunder. In accordance with this Section 9.1, Client shall
                  pay SoftPro the invoiced amount in full on or prior to thirty
                  (30) Days after Client's receipt of such invoice unless Client
                  notifies SoftPro within such period that it is in good faith
                  disputing SoftPro's invoice. Client shall make all payments to
                  SoftPro by check, credit card or wire transfer of immediately
                  available funds to an account or accounts designated by
                  SoftPro. Payment in full shall not preclude later dispute of
                  charges or adjustment of improper payments.

            9.2   PAST DUE AMOUNTS. Any amount not received or disputed by
                  Client by the date payment is due shall be subject to interest
                  on the overdue balance at a rate equal to the prime rate as
                  published in the table money rates in the Wall Street Journal
                  on the date.of payment (or the prior date on which the Wall
                  Street Journal was

                                       9



                  published if not published on the date of payment), plus one
                  percent from the due date, until paid, applied to the
                  outstanding balance from time to time. Any amount paid but
                  later deemed not to have been due, will be repaid or credited
                  with interest on the same terms.

            9.3   CURRENCY. All fees and charges listed and referred to in this
                  Agreement are stated in and shall be paid in U.S. Dollars.

      10.   ASSISTANCE.

            10.1  BASIS FOR ASSISTANCE. Assistance, except to the extent
                  included in Maintenance, is not included in this Agreement. If
                  Client desires to purchase Assistance from SoftPro or a
                  SoftPro Affiliate, such Assistance shall be provided pursuant
                  to separate agreement. Notwithstanding the foregoing, to the
                  extent Assistance is available under the MSA, its performance
                  shall be governed by the terms of the MSA.

      11.   DISPUTE RESOLUTION.

            11.1  DISPUTE RESOLUTION PROCEDURES. If, prior to the termination of
                  this Agreement or the license granted herein, and prior to
                  notice of termination given by either party to the other, a
                  dispute arises between SoftPro and Client with respect to the
                  terms and conditions of this Agreement, or any subject matter
                  governed by this Agreement (other than disputes regarding a
                  party's compliance with the provisions of Sections 4 and/or
                  7), such dispute shall be settled as set forth in this Section
                  11. If either party exercises its right to initiate the
                  dispute resolution procedures under this Section 11, then
                  during such procedure any time periods providing for
                  termination of the Agreement or curing any material breach
                  pursuant to the terms of this Agreement shall be suspended
                  automatically, except with respect to any termination or
                  breach arising out of Client's failure to make any undisputed
                  timely and complete payments to SoftPro under this Agreement.
                  At such time as the dispute is resolved, if such dispute
                  involved the payment of monies, interest at a rate equal to
                  the prime rate as published in the table money rates in the
                  Wall Street Journal on the date the dispute is resolved (or
                  the prior date on which the Wall Street Journal was published
                  if not published on the date the dispute was resolved) plus
                  one percent for the period of dispute shall be paid to the
                  party entitled to receive the disputed monies to compensate
                  for the lapsed time between the date such disputed amount
                  originally was to have been paid (or was paid) through the
                  date monies are paid (or repaid) in settlement of the dispute.
                  Disputes arising under Sections 4 or 7 may be resolved by
                  judicial recourse or in any other manner agreed by the
                  parties.

            11.2  ESCALATION PROCEDURES.

                  (a)   Each of the parties shall escalate and negotiate, in
                        good faith, any claim or dispute that has not been
                        satisfactorily resolved between the parties at the level
                        where the issue is discovered and has immediate impact
                        (excluding

                                       10



                        issues of title to work product, which shall be
                        initially addressed at the general counsel level but
                        otherwise pursuant to Section 11.2(b) following). To
                        this end, each party shall escalate any and all
                        unresolved disputes or claims in accordance with this
                        Section 11.2 at any time to persons responsible for the
                        administration of the relationship reflected in this
                        Agreement. The location, format, frequency, duration and
                        conclusion of these elevated discussions shall be left
                        to the discretion of the representatives involved. If
                        such parties do not resolve the underlying dispute
                        within ten (10) Days of its escalation to them, then
                        either party may notify the other in writing that he/she
                        desires to elevate the dispute or claim to the President
                        of Fidelity National Information Solutions, Inc. and the
                        President of Fidelity National Title Group, Inc. or
                        their designated representative(s) for resolution.

                  (b)   Upon receipt by a party of a written notice escalating
                        the dispute to the company president level, the
                        President of Fidelity National Information Solutions,
                        Inc. and the President of Fidelity National Title Group,
                        Inc. or their designated representative(s) shall
                        promptly communicate with his/her counter party,
                        negotiate in good faith and use reasonable efforts to
                        resolve such dispute or claim. The location, format,
                        frequency, duration and conclusion of these elevated
                        discussions shall be left to the discretion of the
                        representatives involved. Upon agreement, such
                        representatives may utilize other alternative dispute
                        resolution procedures to assist in the negotiations. If
                        the parties have not resolved the dispute within ten
                        (10) Days after receipt of the notice elevating the
                        dispute to this level, either may once again escalate
                        the dispute to binding arbitration.

                  (c)   All discussions and correspondence among the
                        representatives for purposes of these negotiations shall
                        be treated as Proprietary Information developed for
                        purposes of settlement, exempt from discovery and
                        production, which shall not be admissible in any
                        subsequent proceedings between the parties. Documents
                        identified in or provided with such communications,
                        which are not prepared for purposes of the negotiations,
                        are not so exempted and may, if otherwise admissible, be
                        admitted in evidence in such subsequent proceeding.

            11.3  ARBITRATION PROCEDURES. If a claim, controversy or dispute
                  between the parties with respect to the terms and conditions
                  of this Agreement, or any subject matter governed by this
                  Agreement (and not otherwise excepted), has not been timely
                  resolved pursuant to the foregoing escalation process, upon
                  notice either party may initiate binding arbitration of the
                  issue in accordance with the following procedures.

                  (a)   Either party may request arbitration by giving the other
                        party written notice to such effect, which notice shall
                        describe, in reasonable detail, the nature of the
                        dispute, controversy or claim. Such arbitration shall be
                        governed by the then current version of the Commercial
                        Arbitration Rules

                                       11



                        and Mediation Procedures of the American Arbitration
                        Association. The Arbitration will be conducted in
                        Jacksonville, Florida in front of one mutually agreed
                        upon arbitrator.

                  (b)   Each party shall bear its own fees, costs and expenses
                        of the arbitration and its own legal expenses,
                        attorneys' fees and costs of all experts and witnesses.
                        Unless the award provides otherwise, the fees and
                        expenses of the arbitration procedures, including the
                        fees of the arbitrator or arbitrators, will be shared
                        equally by the involved parties.

                  (c)   Any award rendered pursuant to such arbitration shall be
                        final, conclusive and binding upon the parties, and any
                        judgment thereon may be entered and enforced in any
                        court of competent jurisdiction.

            11.4  CONTINUATION OF SERVICES. Unless SoftPro initiates an action
                  for Client's failure to make timely and complete payment of
                  undisputed amounts claimed due to SoftPro, SoftPro will
                  continue to provide Maintenance under the Maintenance services
                  agreement (and development services under an MSA SOW), and
                  unless Client is unable to lawfully use the SoftPro Software
                  and Modifications thereto, Client will continue to make
                  payments of undisputed amounts to SoftPro, in accordance with
                  this Agreement, notwithstanding a dispute between the parties
                  relating hereto or otherwise.

      12.   LIMITATION OF LIABILITY.

            12.1  EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL
                  MISCONDUCT, BY REASON OF AN INDEMNITY OBLIGATION HEREUNDER OR
                  BY REASON OF A BREACH OF WARRANTY, EITHER PARTY'S LIABILITY
                  FOR ANY CLAIM OR CAUSE OF ACTION WHETHER BASED IN CONTRACT,
                  TORT OR OTHERWISE WHICH ARISES UNDER OR IS RELATED TO THIS
                  AGREEMENT SHALL BE LIMITED TO THE OTHER PARTY'S DIRECT
                  OUT-OF-POCKET DAMAGES, ACTUALLY INCURRED, WHICH UNDER NO
                  CIRCUMSTANCES SHALL EXCEED, IN THE AGGREGATE, THE AMOUNT PAID
                  BY CLIENT TO SOFTPRO UNDER THIS AGREEMENT FOR THE 12-MONTH
                  PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

            12.2  IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT,
                  SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
                  KIND WHATSOEVER OR THE CLAIMS OR DEMANDS MADE BY ANY THIRD
                  PARTIES, WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY
                  OF SUCH DAMAGES.

            12.3  CLIENT SOFTWARE. SoftPro has no obligation or liability,
                  either express or implied, with respect to the compatibility
                  of SoftPro Software with any other software

                                       12



                  unless provided or specified by SoftPro including, but not
                  limited to, Client software and/or Client-provided third party
                  software.

      13.   INDEMNIFICATION.

            13.1  PROPERTY DAMAGE. Subject to Section 12 hereof, each party
                  agrees to indemnify, defend and hold harmless the other and
                  its officers, directors, employees, and affiliates (including,
                  where applicable, the SoftPro Affiliates and Client
                  affiliates), and agents from any and all liabilities, losses,
                  costs, damages and expenses (including reasonable attorneys'
                  fees) arising from or in connection with the damage, loss
                  (including theft) or destruction of any real property or
                  tangible personal property of the indemnified party resulting
                  from the actions or inactions of any employee, agent or
                  subcontractor of the indemnifying party insofar as such damage
                  arises out of or is ancillary to fulfilling its obligations
                  under this Agreement and to the extent such damage is due to
                  any negligence, breach of statutory duty, omission or default
                  of the indemnifying party, its employees, agents or
                  subcontractors.

            13.2  INFRINGEMENT OF SOFTPRO SOFTWARE. SoftPro agrees to defend at
                  its own expense, any claim or action brought by any third
                  party against Client and/or against its officers, directors,
                  and employees and affiliates, for actual or alleged
                  infringement within the United States of any patent, copyright
                  or other intellectual property right (including, but not
                  limited to, misappropriation of trade secrets) based upon the
                  SoftPro Software (except to the extent such infringement claim
                  is (i) caused by Client-specified Custom Modifications to the
                  SoftPro Software which could not have been made in a
                  non-infringing manner; (ii) caused by the combination of
                  SoftPro Software with software or hardware not provided,
                  specified or approved by SoftPro; or (iii) based upon the
                  Third Party Software ("Indemnified SoftPro Software")).
                  Client, at its sole discretion and cost, may participate in
                  the defense and all negotiations for its settlement or
                  compromise. SoftPro further agrees to indemnify and hold
                  Client, its officers, directors, employees and affiliates
                  harmless from and against any and all liabilities, losses,
                  costs, damages, and expenses (including reasonable attorneys'
                  fees) associated with any such claim or action incurred by
                  Client. SoftPro shall conduct and control the defense of any
                  such claim or action and negotiations for its settlement or
                  compromise, by the payment of money. SoftPro shall give
                  Client, and Client shall give SoftPro, as appropriate, prompt
                  written notice of any written threat, warning or notice of any
                  such claim or action against SoftPro or Client, as
                  appropriate, or any other user or any supplier of components
                  of the Indemnified SoftPro Software, which could have an
                  adverse impact on Client's use of same, provided SoftPro or
                  Client, as appropriate, knows of such claim or action. If in
                  any such suit so defended, all or any part of the Indemnified
                  SoftPro Software (or any component thereof) is held to
                  constitute an infringement or violation of any other party's
                  intellectual property rights and is enjoined, SoftPro shall at
                  its sole option take one or more of the following actions at
                  no additional cost to Client: (i) procure the right to
                  continue the use of the same without material interruption for
                  Client; (ii) replace the same with non-infringing software;
                  (iii) modify said Indemnified SoftPro Software so

                                       13


                  as to be non-infringing; or (iv) take back the infringing
                  Indemnified SoftPro Software and credit Client with an amount
                  equal to its purchase price. The foregoing represents the sole
                  and exclusive remedy of Client for infringement or alleged
                  infringement.

            13.3  DISPUTE RESOLUTION. The provisions of Section 13 shall apply
                  with respect to the submission of any claim for
                  indemnification under this Agreement and the resolution of any
                  disputes relating to such claim.

      14.   FORCE MAJEURE, TIME OF PERFORMANCE AND INCREASED COSTS.

            14.1  FORCE MAJEURE.

                  (a)   Neither party shall be held liable for any delay or
                        failure in performance of its obligations under this
                        Agreement from any cause which with the observation of
                        reasonable care, could not have been avoided - which may
                        include, without limitation, acts of civil or military
                        authority, government regulations, government agencies,
                        epidemics, war, terrorist acts, riots, insurrections,
                        fires, explosions, earthquakes, hurricanes, tornadoes,
                        nuclear accidents, floods, power blackouts affecting
                        facilities (the "Affected Performance").

                  (b)   Upon the occurrence of a condition described in Section
                        14.1(a), the party whose performance is affected shall
                        give written notice to the other party describing the
                        Affected Performance, and the parties shall promptly
                        confer, in good faith, to agree upon equitable,
                        reasonable action to minimize the impact on both parties
                        of such condition, including, without limitation,
                        implementing disaster recovery procedures. The parties
                        agree that the party whose performance is affected shall
                        use commercially reasonable efforts to minimize the
                        delay caused by the force majeure events and recommence
                        the Affected Performance. If the delay caused by the
                        force majeure event lasts for more than fifteen (15)
                        Days, the parties shall negotiate an equitable amendment
                        to this Agreement with respect to the Affected
                        Performance. If the parties are unable to agree upon an
                        equitable amendment within ten (10) Days after such
                        fifteen (15)-Day period has expired, then either party
                        shall be entitled to serve thirty (30) Days' notice of
                        termination on the other party with respect to only such
                        Affected Performance. The remaining portion of the
                        Agreement that does not involve the Affected Performance
                        shall continue in full force and effect. SoftPro shall
                        be entitled to be paid for that portion of the Affected
                        Performance which it completed through the termination
                        date.

            14.2  TIME OF PERFORMANCE AND INCREASED COSTS. SoftPro's time of
                  performance under this Agreement shall be adjusted, if and to
                  the extent reasonably necessary, in the event and to the
                  extent that (i) Client fails to timely submit material data or
                  materials in the prescribed form or in accordance with the
                  requirements of this Agreement, (ii) Client fails to perform
                  on a timely basis, the material functions or

                                       14



                  other responsibilities of Client described in this Agreement,
                  (iii) Client or any governmental agency authorized to regulate
                  or supervise Client makes any special request, which is
                  affirmed by Client and/or compulsory on SoftPro, which affects
                  Pro's normal performance schedule, or (iv) Client has modified
                  the SoftPro Software in a manner affecting SoftPro's burden.
                  In addition, if any of the above events occur, and such event
                  results in an increased cost to SoftPro, SoftPro shall
                  estimate such increased costs in writing in advance and, upon
                  Client's approval, Client shall be required to pay any and all
                  such reasonable, increased costs to SoftPro upon documented
                  expenditure, up to 110% of the estimate.

      15.   NOTICES.

            15.1  NOTICES. Except as otherwise provided under this Agreement or
                  in the Exhibits, all notices, demands or requests or other
                  communications required or permitted to be given or delivered
                  under this Agreement shall be in writing and shall be deemed
                  to have been duly given when received by the designated
                  recipient. Written notice may be delivered in person or sent
                  via reputable air courier service and addressed as set forth
                  below:

                  If to Client:   Fidelity National Title Group, Inc.
                                  601 Riverside Avenue
                                  Jacksonville, FL 32204
                                  Attn: President

                  with a copy to: Fidelity National Title Group, Inc.
                                  601 Riverside Avenue
                                  Jacksonville, FL 32204
                                  Attn: General Counsel

                  If to SoftPro:  Fidelity National Information Solutions, Inc.
                                  FNIS SoftPro Division
                                  333 East Six Forks Road
                                  Raleigh, NC 27609-7865
                                  Attn:  President

                  with a copy to: Fidelity Information Services, Inc.
                                  601 Riverside Avenue
                                  Jacksonville, FL 32204
                                  Attn: General Counsel

            15.2  CHANGE OF ADDRESS. The address to which such notices, demands,
                  requests, elections or other communications are to be given by
                  either party may be changed by written notice given by such
                  party to the other party pursuant to this Section.

                                       15



      16.   WARRANTIES.

            16.1  PERFORMANCE. For as long as SoftPro is providing Maintenance
                  to Client for the SoftPro Software, SoftPro warrants and
                  represents that the SoftPro Software and the Custom
                  Modifications, as delivered to Client and the Base
                  Modifications, will perform in all material respects in
                  accordance with the respective Documentation, in concert and
                  otherwise.

            16.2  PERFORMANCE OF OBLIGATIONS. Each party represents and warrants
                  to the other that it shall perform its respective obligations
                  under this Agreement, including Exhibits and Schedules, in a
                  professional and workmanlike manner.

            16.3  COMPLIANCE WITH LAW. SoftPro warrants that (i) it has the
                  power and corporate authority to enter into and perform this
                  Agreement, (ii) its performance of this Agreement does not and
                  will not violate any governmental law, regulation, rule or
                  order, contract, charter or by-law; (iii) it has sufficient
                  right, title and interest (or another majority-owned, direct
                  or indirect subsidiary of FNF has or will grant it sufficient
                  license rights) in the SoftPro Software to grant the licenses
                  herein granted, (iv) it has received no written notice of any
                  third party claim or threat of a claim alleging that any part
                  of the SoftPro Software infringes the rights of any third
                  party in any of the United States, and (v) each item of
                  SoftPro Software provided by or for SoftPro to Client shall be
                  delivered free of undisclosed trapdoors, Trojan horses, time
                  bombs, time outs, spyware, viruses or other code which, with
                  the passage of time, in the absence of action or upon a
                  trigger, would interfere with the normal use of, or access to,
                  any file, datum or system.

            16.4  EXCLUSIVE WARRANTIES. EXCEPT AS PROVIDED IN THIS AGREEMENT,
                  NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY
                  KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED
                  TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
                  PARTICULAR PURPOSE, AND EACH PARTY AGREES THAT ALL
                  REPRESENTATIONS AND WARRANTIES THAT ARE NOT EXPRESSLY PROVIDED
                  IN THIS AGREEMENT ARE HEREBY EXCLUDED AND DISCLAIMED.

      17.   MISCELLANEOUS.

            17.1  ASSIGNMENT. Except as set forth herein, neither party may
                  sell, assign, convey, or transfer the licenses granted
                  hereunder or any of such party's rights or interests, or
                  delegate any of its obligations hereunder without the written
                  consent of the other party. Any such consent shall be
                  conditioned upon the understanding that this Agreement shall
                  be binding upon the assigning party's successors and assigns.
                  Either party may assign this Agreement to any direct or
                  indirect subsidiary that is not a Competitor except that the
                  assigning party shall remain responsible for all obligations
                  under this Agreement including the payment of fees.
                  Notwithstanding anything contained herein to the contrary,
                  Client may not assign this Agreement to a Competitor.

                                       16



            17.2  SEVERABILITY. Provided Client retains quiet enjoyment of the
                  SoftPro Software including Custom Modifications and Base
                  Modifications, if any one or more of the provisions contained
                  herein shall for any reason be held to be unenforceable in any
                  respect under law, such unenforceability shall not affect any
                  other provision of this Agreement, but this Agreement shall be
                  construed as if such unenforceable provision or provisions had
                  never been contained herein, provided that the removal of such
                  offending term or provision does not materially alter the
                  burdens or benefits of either of the parties under this
                  Agreement or any Exhibit or Schedule, in which case the
                  unenforceable portion shall be replaced by one that reflects
                  the parties original intent as closely as possible while
                  remaining enforceable.

            17.3  THIRD PARTY BENEFICIARIES. Except as set forth herein, the
                  provisions of this Agreement are for the benefit of the
                  parties and not for any other person. Should any third party
                  institute proceedings, this Agreement shall not provide any
                  such person with any remedy, claim, liability, reimbursement,
                  cause of action, or other right.

            17.4  GOVERNING LAW; FORUM SELECTION; CONSENT OF JURISDICTION. This
                  Agreement will be governed by and construed under the laws of
                  the State of Florida, USA, without regard to principles of
                  conflict of laws. The parties agree that the only circumstance
                  in which disputes between them, not otherwise excepted from
                  the resolution process described in Section 11, will not be
                  subject to the provisions of Section 11 is where a party makes
                  a good faith determination that a breach of the terms of this
                  Agreement by the other party requires prompt and equitable
                  relief. Each of the parties submits to the personal
                  jurisdiction of any state or federal court sitting in
                  Jacksonville, Florida with respect to such judicial
                  proceedings. Each of the parties waives any defense of
                  inconvenient forum to the maintenance of any action or
                  proceeding so brought and waives any bond, surety or to other
                  security that might be required of any party with respect
                  thereto. Any party may make service on the other party by
                  sending or delivering a copy of the process to the party to be
                  served at the address set forth in Section 15 above. Nothing
                  in this Section, however, shall affect the right of any party
                  to serve legal process in any other manner permitted by law or
                  in equity. Each party agrees that a final judgment in any
                  action or proceeding so brought shall be conclusive and may be
                  enforced by suit on the judgment or in any other manner
                  provided by law or in equity.

            17.5  EXECUTED IN COUNTERPARTS. This Agreement may be executed in
                  counterparts, each of which shall be an original, but such
                  counterparts shall together constitute but one and the same
                  document.

            17.6  CONSTRUCTION. The headings and numbering of sections in this
                  Agreement are for convenience only and shall not be construed
                  to define or limit any of the terms or affect the scope,
                  meaning or interpretation of this Agreement or the particular
                  section to which they relate. This Agreement and the
                  provisions contained herein

                                       17



                  shall not be construed or interpreted for or against any party
                  because that party drafted or caused its legal representative
                  to draft any of its provisions.

            17.7  ENTIRE AGREEMENT. This Agreement, including the Exhibits and
                  Schedules attached hereto and the agreements referenced herein
                  constitute the entire agreement between the parties, and
                  supersedes all prior oral or written agreements,
                  representations, statements, negotiations, understandings,
                  proposals, marketing brochures, correspondence and
                  undertakings related thereto.

            17.8  AMENDMENTS AND WAIVERS. This Agreement may be amended only by
                  written agreement signed by duly authorized representatives of
                  each party. No waiver of any provisions of this Agreement and
                  no consent to any default under this Agreement shall be
                  effective unless the same shall be in writing and signed by or
                  on behalf of both parties. No course of dealing or failure of
                  any party to strictly enforce any term, right or condition of
                  this Agreement shall be construed as a waiver of such term,
                  right or condition. Waiver by either party of any default by
                  the other party shall not be deemed a waiver of any other
                  default. Notwithstanding the foregoing, at any time prior to
                  the Sale of FNIS or any offering and sale to the public of any
                  shares or equity securities of FNIS or any of its Subsidiaries
                  pursuant to a registration statement in the United States,
                  this Agreement may not be amended without the prior written
                  consent of Thomas H. Lee Equity Fund V, L.P. ("THL") and TPG
                  Partners III, L.P. ("TPG") if such amendment would affect any
                  of the term of the Agreement, Sections 2, 3, 4, 6, 9, 12, 13,
                  14.2, 16.2, 17.10, Exhibits B or C, rights upon default by
                  Client or SoftPro's right to terminate, in any manner
                  materially adverse to the consolidated business activities of
                  the FNIS Group (defined below), taken as a whole, or FNIS
                  Group's costs of doing business, viewed on a consolidated
                  basis, provided that in no event shall any change to the
                  schedules hereto require such prior written consent unless
                  such change would materially and adversely affect in any
                  manner FNIS Group's consolidated business activities, taken as
                  a whole, or FNIS Group's costs of doing business, viewed on a
                  consolidated basis, and provided, further that in no event
                  shall the amendment provisions set forth in this Section 17.8
                  be amended or modified without the consent of THL and TPG. THL
                  and TPG are intended third party beneficiaries of this
                  Agreement solely with respect to this Section 17.8. "FNIS
                  Group" means FNIS, Subsidiaries of FNIS, and each Person that
                  FNIS directly or indirectly controls (within the meaning of
                  the Securities Act) immediately after the Effective Date, and
                  each other individual, a partnership, corporation, limited
                  liability company, association, joint stock company, trust,
                  joint venture, unincorporated organization, governmental
                  entity or department, agency, or political subdivision thereof
                  that becomes an Affiliate of FNIS after the Effective Date.
                  "Sale of FNIS" means an acquisition by any Person (within the
                  meaning of Section 3(a)(9) of the Securities and Exchange Act
                  of 1934, as amended (the "Exchange Act") and used in Sections
                  13(d) and 14(d) thereof ("Person")) of Beneficial Ownership
                  (within the meaning of Rule 13d-3 under the Exchange Act) of
                  50% or more of either the then outstanding shares of FNIS
                  common stock or the combined voting power of the then
                  outstanding voting securities of FNIS entitled to vote
                  generally in the election of directors; excluding,

                                       18



                  however, the following: (i) any acquisition directly from
                  FNIS, other than an acquisition by virtue of the exercise of a
                  conversion privilege unless the security being so converted
                  was itself acquired directly from FNIS or (ii) any acquisition
                  by any employee benefit plan (or related trust) sponsored or
                  maintained by FNIS or a member of the FNIS Group.

            17.9  REMEDIES CUMULATIVE. Unless otherwise provided for under this
                  Agreement, all rights of termination or cancellation, or other
                  remedies set forth in this Agreement, are cumulative and are
                  not intended to be exclusive of other remedies to which the
                  injured party may be entitled by law or equity in case of any
                  breach or threatened breach by the other party of any
                  provision in this Agreement. Use of one or more remedies shall
                  not bar use of any other remedy for the purpose of enforcing
                  any provision of this Agreement.

            17.10 TAXES. All charges and fees to be paid under this Agreement
                  are exclusive of any applicable sales, use, service or similar
                  tax which may be assessed currently or in the future on the
                  SoftPro Software or related services provided under this
                  Agreement. If a sales, use, services or a similar tax is
                  assessed on the SoftPro Software or related services provided
                  to Client under this Agreement, Client will pay directly,
                  reimburse or indemnify SoftPro for such taxes as well as any
                  applicable interest and penalties. Client shall pay such taxes
                  in addition to the sums otherwise due under this Agreement.
                  SoftPro shall, to the extent it is aware of taxes, itemize
                  them on a proper VAT, GST or other invoice submitted pursuant
                  to this Agreement. All property, employment and income taxes
                  based on the assets, employees and net income, respectively,
                  of SoftPro shall be SoftPro's sole responsibility. The parties
                  will cooperate with each other in determining the extent to
                  which any tax is due and owing under the circumstances and
                  shall provide and make available to each other any withholding
                  certificates, information regarding the location of use of the
                  SoftPro Software or provision of the services or sale and any
                  other exemption certificates or information reasonably
                  requested by either party.

            17.11 PRESS RELEASES. The parties shall consult with each other in
                  preparing any press release, public announcement, news media
                  response or other form of release of information concerning
                  this Agreement or the transactions contemplated hereby that is
                  intended to provide such information to the news media or the
                  public (a "Press Release"). Neither party shall issue or cause
                  the publication of any such Press Release without the prior
                  written consent of the other party; except that nothing herein
                  will prohibit either party from issuing or causing publication
                  of any such Press Release to the extent that such action is
                  required by applicable law or the rules of any national stock
                  exchange applicable to such party or its affiliates, in which
                  case the party wishing to make such disclosure will, if
                  practicable under the circumstances, notify the other party of
                  the proposed time of issuance of such Press Release and
                  consult with and allow the other party reasonable time to
                  comment on such Press Release in advance of its issuance

                                       19



IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date by their duly authorized representatives.

                          FIDELITY NATIONAL INFORMATION SOLUTIONS, INC.

                          By
                             ---------------------------------------------------
                                      Michael L. Gravelle
                                      Senior Vice President

                          FIDELITY NATIONAL TITLE GROUP, INC.

                          By
                             ---------------------------------------------------
                                      Raymond R. Quirk
                                      Chief Executive Officer

                                       20

                                                                   EXHIBIT 10.18

                       FIDELITY NATIONAL TITLE GROUP, INC.

                                   MIRROR NOTE

                                                       Dated: [         ], 2005
                                                             New York, New York

            Section 1. General. FIDELITY NATIONAL TITLE GROUP, INC., a Delaware
corporation (the "Company"), for value received, hereby promises to pay to
FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (the "Holder") on
August 15, 2011, the principal amount of Two Hundred and Fifty Million U.S.
dollars ($250,000,000) together with simple interest (calculated on the basis of
a 360-day year of twelve 30-day months) on such principal amount from and after
August 15, 2005 at the rate of 7.30% per annum, such interest payable
semi-annually in arrears on February 15 and August 15 of each year, starting
February 15, 2006. If any such date when payment of principal or interest is due
is not a Business Day (as defined below), then such payment shall be made on the
next succeeding Business Day, and no additional interest shall accrue on such
unpaid amount during the period of delay. Payment of both interest and principal
is to be made at such place as the Holder shall designate in writing, by wire
transfer or check, at the Holder's option, in immediately available funds.

            Section 2. Corresponding Obligation. This Mirror Note is intended to
mirror the terms of the Holder's 7.30% notes due August 15, 2011 (Cusip No.
31632AC1) (the "FNF Notes") issued pursuant to the Indenture, dated as of August
20, 2001, by and between the Holder and the Bank of New York (the "Indenture").
Terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Indenture.

            Section 3. Redemption.


            (a)   Mandatory Redemption. Upon redemption by the Holder of all or
any portion of the FNF Notes pursuant to Section 6 of the FNF Notes and Article
X of the Indenture, the Company shall redeem all or, as the case may be, a
portion of this Mirror Note in an amount equal to the principal amount of the
FNF Notes to be redeemed, at a redemption price (the "Mirror Note Redemption
Price") equal to the Redemption Price (as defined in Section 6 of the FNF Notes,
which for the avoidance of doubt includes accrued and unpaid interest to the
date of redemption) paid by the Holder to redeem the FNF Notes. The Mirror Note
Redemption Price shall be paid at or prior to 9:30 a.m., New York City time, on
the Redemption Date. Upon such payment, the principal amount of the Mirror Note
so redeemed shall cease to be outstanding and no further interest shall accrue
with respect to such portion.

            (b)   Optional Redemption. The Company may elect to redeem this
Mirror Note, at any time in whole or from time to time in part, as specified in
this Section 3(b). Such redemption shall only be permitted if the Company
delivers to the Holder FNF Notes in a principal amount equal to the principal
amount of this Mirror Note to be redeemed. No prior notice of such redemption
need be given. Upon delivery of such FNF Notes, an equal principal amount of
this Mirror Note shall cease to be outstanding and no further interest shall
accrue with



respect to such portion. No interest accrued on this Mirror Note from the last
interest payment date hereunder to the date of redemption will be payable by the
Company except to the extent that following such redemption, interest in respect
of such period remains payable by the Holder to any holder of an FNF Note. Upon
any such redemption, the Holder shall immediately retire any FNF Notes so
received from the Company.

            Section 4. Mirror Note Events of Default.

            (a)   For purposes of this Mirror Note, a "Mirror Note Event of
Default" shall be deemed to have occurred upon:

            (i)   any failure by the Company to pay all or any portion of an
                  interest payment on this Mirror Note when due and payable in
                  accordance with the terms hereof, which failure continues
                  un-remedied for a period of 10 days, or any failure to pay all
                  or any portion of the principal amount of this Mirror Note
                  when due and payable in accordance with the terms hereof;

            (ii)  (A) the filing by the Company of a voluntary petition seeking
                  liquidation, reorganization, arrangement or readjustment, in
                  any form, of its debts under Title 11 of the United States
                  Code (or corresponding provisions of future laws) or any other
                  applicable bankruptcy, insolvency or similar law, or the
                  filing by the Company of an answer consenting to or
                  acquiescing in any such petition, (B) the making by the
                  Company of any assignment for the benefit of its creditors, or
                  the admission by the Company in writing of its inability to
                  pay its debts as they become due, (C) the filing of (x) an
                  involuntary petition against the Company under Title 11 of the
                  United States Code, or any other applicable bankruptcy,
                  insolvency or similar law (or corresponding provisions of
                  future laws), (y) an application for the appointment of a
                  custodian, receiver, trustee or other similar official for the
                  Company for all or a substantial part of the assets of the
                  Company or (z) an involuntary petition against the Company
                  seeking liquidation, winding up, reorganization, arrangement,
                  adjustment, protection, relief or composition of the Company
                  or any of the Company's debts under any other federal or state
                  insolvency law, provided that any such filing shall not have
                  been vacated, set aside or stayed within a 45 day period from
                  the date thereof, or (D) the entry against the Company of a
                  final and nonappealable order for relief under any bankruptcy,
                  insolvency or similar law now or hereafter in effect; or

            (iii) any acceleration under the Indenture of the payment of the
                  principal amount of any FNF Notes as the result of any "Event
                  of Default" under the FNF Notes.

            (b)   Upon the occurrence and during the continuance of any Mirror
Note Event of Default described in Section 4(a)(i), the Holder may, by written
notice to the Company, delivered at its headquarters in care of the Chief
Financial Officer, declare all or any portion of the unpaid principal amount of
this Mirror Note, together with accrued interest thereon, to be

                                        2


immediately due and payable. Upon the occurrence of any Mirror Note Event of
Default described in Section 4(a)(ii) or 4(a)(iii), the unpaid principal amount
of this Mirror Note, together with accrued interest thereon, shall automatically
become due and payable, without any action or notice by the Holder; provided
that, with respect to any Mirror Note Event of Default described in Section
4(a)(iii), if the acceleration of the FNF Notes is rescinded, the acceleration
of the Mirror Notes shall be automatically rescinded. Demand, presentment,
protest and notice of non-payment are hereby waived by the Company.

            Section 5. Remedies Cumulative. No failure to exercise or delay in
exercising any right, remedy, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges provided herein are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

            Section 6. Severability. If any provision of this Mirror Note is
invalid or unenforceable in any jurisdiction, the other provisions hereof shall
remain in full force and effect in such jurisdiction and the remaining
provisions hereof shall be liberally construed in favor of the Holder in order
to effectuate the provisions hereof and the invalidity of any provision hereof
in any jurisdiction shall not affect the validity or enforceability of any other
provision in any other jurisdiction.

            Section 7. Successors and Assigns. This Mirror Note shall not be
assignable by the Company (other than in a merger or by operation of law)
without the prior written consent of the Holder. Subject to the foregoing, this
Mirror Note shall be binding upon the Company and its successors and assigns.

            Section 8. Replacement of Note. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Mirror Note, and the Company's receipt of an indemnity agreement of the
Holder reasonably satisfactory to the Company, the Company will, at the expense
of the Holder, execute and deliver, in lieu thereof, a new note of like terms.

            Section 9. No Personal Liability. No director, officer, employee,
incorporator, member or equity holder of the Company, as such, shall have any
liability for any obligations of the Company under this Mirror Note or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. By accepting this Mirror Note, the Holder waives and releases all such
liability. This waiver and release are part of the consideration for issuance of
this Mirror Note.

            Section 10. Descriptive Headings. The descriptive headings of this
Mirror Note are inserted for convenience only and do not constitute a part of
this Mirror Note.

            Section 11. Choice of Law. THIS MIRROR NOTE IS TO BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

                                        3


            IN WITNESS WHEREOF, the Company has caused this Mirror Note to be
executed as of the date first written above.

                                      FIDELITY NATIONAL TITLE GROUP, INC.

                                      By
                                         ____________________________________
                                           Raymond R. Quirk
                                           Chief Executive Officer

                                        4

                                                                   EXHIBIT 10.19

                       FIDELITY NATIONAL TITLE GROUP, INC.

                                   MIRROR NOTE

                                                       Dated: [         ], 2005
                                                             New York, New York

            Section 1. General. FIDELITY NATIONAL TITLE GROUP, INC., a Delaware
corporation (the "Company"), for value received, hereby promises to pay to
FIDELITY NATIONAL FINANCIAL, INC., a Delaware corporation (the "Holder") on
March 15, 2013, the principal amount of Two Hundred and Fifty Million U.S.
dollars ($250,000,000) together with simple interest (calculated on the basis of
a 360-day year of twelve 30-day months) on such principal amount from and after
September 15, 2005 at the rate of 5.25% per annum, such interest payable
semi-annually in arrears on March 15 and September 15 of each year, starting
March 15, 2006. If any such date when payment of principal or interest is due is
not a Business Day (as defined below), then such payment shall be made on the
next succeeding Business Day, and no additional interest shall accrue on such
unpaid amount during the period of delay. Payment of both interest and principal
is to be made at such place as the Holder shall designate in writing, by wire
transfer or check, at the Holder's option, in immediately available funds.

            Section 2. Corresponding Obligation. This Mirror Note is intended to
mirror the terms of the Holder's 5.25% notes due March 15, 2013 (Cusip No.
31632AD9) (the "FNF Notes") issued pursuant to the Indenture, dated as of August
20, 2001, by and between the Holder and the Bank of New York (the "Indenture").
Terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Indenture.

            Section 3. Redemption.

            (a)   Mandatory Redemption. Upon redemption by the Holder of all or
any portion of the FNF Notes pursuant to Section 6 of the FNF Notes and Article
X of the Indenture, the Company shall redeem all or, as the case may be, a
portion of this Mirror Note in an amount equal to the principal amount of the
FNF Notes to be redeemed, at a redemption price (the "Mirror Note Redemption
Price") equal to the Redemption Price (as defined in Section 6 of the FNF Notes,
which for the avoidance of doubt includes accrued and unpaid interest to the
date of redemption) paid by the Holder to redeem the FNF Notes. The Mirror Note
Redemption Price shall be paid at or prior to 9:30 a.m., New York City time, on
the Redemption Date. Upon such payment, the principal amount of the Mirror Note
so redeemed shall cease to be outstanding and no further interest shall accrue
with respect to such portion.

            (b)   Optional Redemption. The Company may elect to redeem this
Mirror Note, at any time in whole or from time to time in part, as specified in
this Section 3(b). Such redemption shall only be permitted if the Company
delivers to the Holder FNF Notes in a principal amount equal to the principal
amount of this Mirror Note to be redeemed. No prior notice of such redemption
need be given. Upon delivery of such FNF Notes, an equal principal amount of
this Mirror Note shall cease to be outstanding and no further interest shall
accrue with



respect to such portion. No interest accrued on this Mirror Note from the last
interest payment date hereunder to the date of redemption will be payable by the
Company except to the extent that following such redemption, interest in respect
of such period remains payable by the Holder to any holder of an FNF Note. Upon
any such redemption, the Holder shall immediately retire any FNF Notes so
received from the Company.

            Section 4. Mirror Note Events of Default.

            (a)   For purposes of this Mirror Note, a "Mirror Note Event of
Default" shall be deemed to have occurred upon:

            (i)   any failure by the Company to pay all or any portion of an
                  interest payment on this Mirror Note when due and payable in
                  accordance with the terms hereof, which failure continues
                  un-remedied for a period of 10 days, or any failure to pay all
                  or any portion of the principal amount of this Mirror Note
                  when due and payable in accordance with the terms hereof;

            (ii)  (A) the filing by the Company of a voluntary petition seeking
                  liquidation, reorganization, arrangement or readjustment, in
                  any form, of its debts under Title 11 of the United States
                  Code (or corresponding provisions of future laws) or any other
                  applicable bankruptcy, insolvency or similar law, or the
                  filing by the Company of an answer consenting to or
                  acquiescing in any such petition, (B) the making by the
                  Company of any assignment for the benefit of its creditors, or
                  the admission by the Company in writing of its inability to
                  pay its debts as they become due, (C) the filing of (x) an
                  involuntary petition against the Company under Title 11 of the
                  United States Code, or any other applicable bankruptcy,
                  insolvency or similar law (or corresponding provisions of
                  future laws), (y) an application for the appointment of a
                  custodian, receiver, trustee or other similar official for the
                  Company for all or a substantial part of the assets of the
                  Company or (z) an involuntary petition against the Company
                  seeking liquidation, winding up, reorganization, arrangement,
                  adjustment, protection, relief or composition of the Company
                  or any of the Company's debts under any other federal or state
                  insolvency law, provided that any such filing shall not have
                  been vacated, set aside or stayed within a 45 day period from
                  the date thereof, or (D) the entry against the Company of a
                  final and nonappealable order for relief under any bankruptcy,
                  insolvency or similar law now or hereafter in effect; or

            (iii) any acceleration under the Indenture of the payment of the
                  principal amount of any FNF Notes as the result of any "Event
                  of Default" under the FNF Notes.

            (b)   Upon the occurrence and during the continuance of any Mirror
Note Event of Default described in Section 4(a)(i), the Holder may, by written
notice to the Company, delivered at its headquarters in care of the Chief
Financial Officer, declare all or any portion of the unpaid principal amount of
this Mirror Note, together with accrued interest thereon, to be

                                        2


immediately due and payable. Upon the occurrence of any Mirror Note Event of
Default described in Section 4(a)(ii) or 4(a)(iii), the unpaid principal amount
of this Mirror Note, together with accrued interest thereon, shall automatically
become due and payable, without any action or notice by the Holder; provided
that, with respect to any Mirror Note Event of Default described in Section
4(a)(iii), if the acceleration of the FNF Notes is rescinded, the acceleration
of the Mirror Notes shall be automatically rescinded. Demand, presentment,
protest and notice of non-payment are hereby waived by the Company.

            Section 5. Remedies Cumulative. No failure to exercise or delay in
exercising any right, remedy, power or privilege hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges provided herein are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

            Section 6. Severability. If any provision of this Mirror Note is
invalid or unenforceable in any jurisdiction, the other provisions hereof shall
remain in full force and effect in such jurisdiction and the remaining
provisions hereof shall be liberally construed in favor of the Holder in order
to effectuate the provisions hereof and the invalidity of any provision hereof
in any jurisdiction shall not affect the validity or enforceability of any other
provision in any other jurisdiction.

            Section 7. Successors and Assigns. This Mirror Note shall not be
assignable by the Company (other than in a merger or by operation of law)
without the prior written consent of the Holder. Subject to the foregoing, this
Mirror Note shall be binding upon the Company and its successors and assigns.

            Section 8. Replacement of Note. Upon receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Mirror Note, and the Company's receipt of an indemnity agreement of the
Holder reasonably satisfactory to the Company, the Company will, at the expense
of the Holder, execute and deliver, in lieu thereof, a new note of like terms.

            Section 9. No Personal Liability. No director, officer, employee,
incorporator, member or equity holder of the Company, as such, shall have any
liability for any obligations of the Company under this Mirror Note or for any
claim based on, in respect of, or by reason of, such obligations or their
creation. By accepting this Mirror Note, the Holder waives and releases all such
liability. This waiver and release are part of the consideration for issuance of
this Mirror Note.

            Section 10. Descriptive Headings. The descriptive headings of this
Mirror Note are inserted for convenience only and do not constitute a part of
this Mirror Note.

            Section 11. Choice of Law. THIS MIRROR NOTE IS TO BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

                                        3


            IN WITNESS WHEREOF, the Company has caused this Mirror Note to be
executed as of the date first written above.

                                         FIDELITY NATIONAL TITLE GROUP, INC.

                                         By
                                            ____________________________________
                                            Raymond R. Quirk
                                            Chief Executive Officer


                                        4

                                                                   EXHIBIT 10.20

                              TAX SHARING AGREEMENT

     AGREEMENT, dated as of June 17, 1998, by and between Chicago Title
Corporation, a Delaware corporation ("CTC"), and Chicago Title and Trust
Company, an Illinois corporation ("CT&T").

                                   WITNESSETH:

     WHEREAS, CTC is the common parent corporation of an "affiliated group" of
corporations (the "CTC Group"), as that term is defined in section 1504(a) of
the Internal Revenue Code of 1986, as amended (the "Code"), which group includes
CT&T and any corporation that is or subsequently becomes a member of an
"affiliated group" of which CT&T would be the "common parent," as such terms are
defined in Section 1504(a) of the Code, if CT&T were owned by individuals (CT&T
and any present or future member of its affiliated group being referred to
herein as the "CT&T Group"); and

     WHEREAS, CTC and CT&T desire to agree on an equitable basis for determining
the amount to be paid by CT&T to CTC on account of the CT&T Group's inclusion in
the CTC Group's consolidated federal income tax returns.

     NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto agree as follows:

     1. Inclusion in CTC Return. CT&T agrees to join, and -shall cause each
other member of the CT&T Group to join, in the filing of the CTC Group's
consolidated federal income tax return for each taxable year for which CT&T is
eligible to join in such filing. CT&T agrees to, and agrees to cause each member
of the CT&T Group to, file such consents, elections, and other documents and to
take such other action as may be necessary or appropriate to carry out the
purposes of this Agreement. CTC agrees that CTC shall timely file the CTC
Group's consolidated federal income tax return for each taxable year that CT&T
is a member of the CTC



Group, and CTC shall pay the amount of tax imposed by Subtitle A or F of the
Code as reflected thereon or due with respect thereto.

     In all matters relating to the CTC Group's consolidated tax liability, CTC
is the agent for each member of the CTC Group, including CT&T. As said agent,
CTC has the sole authority and discretion to make any election for each member,
including any election that must be made to determine a member's separate
taxable income for purposes of computing the consolidated taxable income of the
CTC Group.

     2. The CT&T Group's Hypothetical Tax. For purposes of this Agreement, the
"CT&T Group's hypothetical tax" for any taxable year covered by this Agreement
shall be the federal income tax liability that the CT&T Group would have had for
such taxable year if the CT&T Group had filed its own consolidated federal
income tax return for such taxable year, taking into account any carryovers to,
or carrybacks from, other taxable years of the CT&T Group (or any member
thereof) that are available in such taxable year of the CT&T Group, or would
have been so available if the CT&T Group had filed its own consolidated (or
where applicable, separate) federal income tax returns for such other taxable
years, and the CT&T Group was subject to tax on all of its taxable income at the
applicable maximum rate specified in the Code but without the benefit of any
surtax exemption. In computing the CT&T Group's hypothetical tax: (1) there will
be eliminated from taxable income any intercompany dividends that would be
eliminated under Treasury Regulation Section 1.1502-14(a); (ii) intercompany
transactions between members of the CTC Group that would be deferred under
Treasury Regulation Section 1.1502-13 shall be deferred; (iii) in the case of
any item of income, gain, loss deduction or credit that is computed or subject
to a limitation only on a consolidated basis, including but not limited to,
charitable contributions, capital losses, foreign tax credits, research


                                        2



and experimentation credit and Section 1231 gains and losses ("Consolidated
Items"), such Consolidated Items shall be taken into account by the CT&T Group
only if, and to the extent (determined by CTC on any reasonable basis), that a
Consolidated Item is taken into account and actually affects the amount of the
tax liability of the CTC Group; and (iv) in the case of the treatment of an item
subject to an election made only on a consolidated basis, the treatment will be
governed by the election made by CTC on the consolidated return. All
intercompany transactions (as defined in Treasury Regulation Section
1.1502-13(a)) between members of the CTC Group will be taken into account in
computing the CT&T Group's hypothetical tax at the time when such transactions
are required to be recognized by the CTC Group under Treasury Regulation Section
1.1502-13, and any Consolidated Item not initially taken into account in
computing the tax of the CT&T Group shall be taken into account by the CT&T
Group in the year, and to the extent, that such Consolidated Item is taken into
account by the CTC Group.

     3. Payment. With respect to each taxable year for which CT&T is at any time
a member of the CTC Group:

     a. On each due date for payment of any required installment of estimated
federal income tax (determined under Section 6655 of the Code) and on the due
date (determined without regard to any extensions) for filing the CTC Group
consolidated federal income tax return (determined under Section 6072 of the
Code), CT&T shall pay to CTC the federal income tax imposed by Subtitle A and F
of the Code on the CT&T Group's hypothetical tax that would have been payable on
such date if the CT&T Group were filing its own consolidated federal income tax
return for such taxable year. In computing CT&T's estimated federal income tax
payments, each payment shall be sufficient to avoid incurring any addition to
tax by the CT&T Group under Section 6655 of the Code by reason of an
underpayment by a "large corporation"


                                        3



within the meaning of Section 6655(g)(2) of the Code and shall be consistent
with the elections permitted to be made under Section 6655(d) and (e) of the
Code as actually made by CTC, in its sole discretion, for such taxable year and
communicated to CT&T.

     b. On or prior to the date the CTC Group consolidated return is actually
filed for a taxable year, CT&T shall pay to CTC, or CTC shall pay to CT&T, as
the case may be, the difference between the CT&T Group's hypothetical tax for
such taxable year and the amount paid by CT&T to CTC pursuant to paragraph 3(a)
hereof for such taxable year. If the CT&T Group for such taxable year has a loss
or credit which could be carried back to and which would reduce the CT&T Group's
hypothetical tax (as adjusted) for any earlier taxable year for which the CT&T
Group was included in the CTC Group, then (x) if and to the extent that such
loss or credit is utilized to actually reduce the CTC Group's tax liability for
such current taxable year, CTC shall pay to CT&T on the date the CTC Group
consolidated return is actually filed for such taxable year the amount by which
the CT&T Group's hypothetical tax in such earlier taxable year is reduced by
reason of such carryback or (y) if and to the extent that such loss or credit is
actually carried back to an earlier taxable year of the CTC Group, CTC shall pay
to CT&T on the date any refund of tax is actually received the amount by which
the CT&T Group's hypothetical tax in such earlier year is reduced by reason of
such carryback together with any applicable interest.

     c. All payments required to be made by CT&T to CTC shall be made by (1)
either by wire transfer or the deposit of "immediately available funds" on the
required date of payment to the appropriate bank account as may be designated by
CTC for that purpose, provided that telephonic notice of any transfer is
provided to CTC, or (ii) any other method agreed to by the parties; provided
that, such method reflects an attempt in good faith to make a required payment
on the day when due. In the case of amounts payable by CTC to CT&T under


                                        4



this Agreement, such amounts shall be paid under the same standards and
conditions as required of CT&T.

     4. Adjustments. CT&T agrees that CTC alone shall be responsible for, and
shall have sole and absolute discretion with respect to, claiming any deductions
or credits not claimed on the CTC Group consolidated return as filed, the filing
of any amended returns, agreeing to, contesting, or settling any adjustments to
the CTC Group's federal income tax liability for any taxable year covered by
this Agreement, and CTC shall pay any deficiencies in, or receive any refunds
of, the CTC Group's federal income tax liability for any such taxable year
resulting from a final determination by the Internal Revenue Service or the
courts, or from carrybacks or carryovers of the CTC Group from or to other
taxable years. On or prior to the date of payment or receipt or, if there is to
be no payment or receipt, then on or prior to the date on which there is an
adjustment in the CT&T Group's hypothetical tax resulting from a final
determination by the Internal Revenue Service or the courts, or from carrybacks
or carryovers of the CTC Group from other taxable years, CT&T shall pay to CTC
or CTC shall pay to CT&T, as the case may be, the amount necessary to reflect
all adjustments in the CT&T Group's hypothetical tax for any taxable year,
together with any interest and penalties fairly attributable thereto.

     5. Resolution of Disputes as to the CT&T Group's Hypothetical Tax. In the
event of a disagreement between the parties hereto as to the amount of the CT&T
Group's hypothetical tax for any taxable year covered by this Agreement, such
amount shall be determined by the independent certified public accountants who
audit CTC's certified financial statements at the time such dispute arises, and
the determination of such accountants shall be final and binding on the parties
hereto.


                                        5



     6. CTC Indemnity. Provided that CT&T has made the payments required of CT&T
under this Agreement, CTC shall be liable for, and shall indemnify and hold
harmless CT&T and each member of the CT&T Group from and against any liabilities
for the taxes imposed by Subtitle A or F of the Code on the CTC Group for each
taxable year for which CT&T joined in the filing of the CTC Group consolidated
federal income tax return.

     7. Earnings and Profits and Characterization of Payments. Earnings and
profits of each member of the CTC Group shall be calculated by allocating the
federal income tax liability of the CTC Group to each member in accordance with
the method described in Section 1552(aX2) of the Code and the applicable
Treasury Regulations thereunder.

     8. Certain Combined State Taxes.

     a. In the case of any tax imposed by a State or political subdivision
thereof which (i) is imposed on, or measured by, gross or net receipts, income,
capital or net worth, including State and focal franchise or similar taxes
measured by net income, excluding any telecommunications, gross receipts (other
than taxes on gross receipts that are imposed in lieu of a tax on net receipts)
and other transactional taxes and (ii) are computed on a consolidated, unitary
or combined basis by reference to the income and/or activities of members of the
CTC Group other than members of the CT&T Group and members of the CT&T Group (a
"Combined Tax"), such Combined Tax shall be allocated between members of the CTC
Group other than members of the CT&T Group and members of the CT&T Group first
on the basis of, and to the extent that, the receipts, income, capital or net
worth of a member resulted in, or increased, such Combined Tax, with any
remaining Combined Tax allocated among the members on the basis which each
member's relative attribute (positive or negative) was taken into account in
determining the amount of the Combined Tax.


                                        6



     b. Payments of Combined Tax among members of the CTC Group other than
members of the CT&T Group and members of the CT&T Group shall be made at the
times and in the amounts otherwise consistent with the provisions of Section 3
hereof.

     9. Miscellaneous Provisions.

     a. Entire Understanding. This Agreement contains the entire understanding
of the parties hereto with respect to the subject matter hereof. No alteration,
amendment or modification of any of the terms of this Agreement shall be valid
unless made by an instrument signed in writing by an authorized officer of each
of the parties hereto.

     b. Choice of Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois applicable to agreements made
and to be performed entirely within such state.

     c. Further Assurances. The parties hereto shall execute and deliver such
further instruments and do such further acts and things (including, without
limitation, by causing their subsidiaries to execute and deliver such
instruments and to do such acts and things) as may be required to carry out the
intent and purpose of this Agreement. The parties each shall cooperate with the
other with respect to the preparation and filing of any tax return or the
conduct of any tax audit or other tax proceeding. If any party has possession of
documents or records which relate to, or could affect, any item of income, loss,
deduction, credit, tax basis or other tax attributes of any other party hereto,
such party shall take reasonable steps to preserve such documents or records for
the same period and to the same extent as such party preserves and protects its
own similar tax documents, and prior to destroying or discarding any such
records shall notify the party to whom the records relate and offer such party
the opportunity, at such parties' expense, to take possession or control of such
documents.


                                        7



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed on the date indicated by their duly authorized officers effective as of
the date first above written, with execution in counterparts permitted.

                                        CHICAGO TITLE INSURANCE COMPANY


                                        By: /s/
                                            ------------------------------------
                                        Title: Authorized Officer
                                        Date:
                                              ----------------------------------

Attest:
        -----------------------------


                                        TICOR TITLE INSURANCE COMPANY


                                        By: /s/
                                            ------------------------------------
                                        Title: Authorized Officer
                                        Date:
                                              ----------------------------------

Attest:
        -----------------------------


                                        SECURITY UNION INSURANCE COMPANY


                                        By: /s/
                                            ------------------------------------
                                        Title: Authorized Officer
                                        Date:
                                              ----------------------------------

Attest:
        -----------------------------


                                        CHICAGO TITLE CREDIT SERVICES, INC.


                                        By: /s/
                                            ------------------------------------
                                        Title: Authorized Officer
                                        Date:
                                              ----------------------------------

Attest:
        -----------------------------


                                        CHICAGO TITLE FLOOD SERVICES, INC.


                                        By: /s/
                                            ------------------------------------
                                        Title: Authorized Officer
                                        Date:
                                              ----------------------------------

Attest:
        -----------------------------


                                        8



                                        CHICAGO TITLE MARKET INTELLIGENCE, INC.


                                        By: /s/
                                            ------------------------------------
                                        Title: Authorized Officer
                                        Date:
                                              ----------------------------------

Attest:
        -----------------------------


                                        9

                                                                   EXHIBIT 10.21

                              TAX SHARING AGREEMENT

          AGREEMENT, dated as of May 13, 2004, by and between Fidelity National
Financial, Inc., a Delaware corporation ("FNF and its subsidiaries"), Chicago
Title and Trust Company, an Illinois corporation ("CT&T and its subsidiaries")
and Chicago Title Insurance Company of Oregon, a Oregon corporation.

                                   WITNESSETH:

          WHEREAS, FNF is the common parent corporation of an "affiliated group"
of corporations (the "FNF Group"), as that term is defined in section 1504(a) of
the Internal Revenue Code of 1986, as amended (the "Code"), which group includes
CT&T and any corporation that is or subsequently becomes a member of an
"affiliated group" of which CT&T would be the "common parent," as such terms are
defined in Section 1504(a) of the Code, if CT&T were owned by individuals (CT&T
and any present or future member of its affiliated group being referred to
herein as the "CT&T Group"); and

          WHEREAS, FNF and CT&T desire to agree on an equitable basis for
determining the amount to be paid by CT&T to FNF on account of the CT&T Group
which includes Chicago Title Insurance Company of Oregon's inclusion in the FNF
Group's consolidated federal income tax returns.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto agree as follows:

          1. Inclusion in FNF Return. CT&T agrees to join, and shall cause each
other member of the CT&T Group which includes Chicago Title Insurance Company of
Oregon to join, in the filing of the FNF Group's consolidated federal income tax
return for each taxable year for which CT&T is eligible to join in such filing.
CT&T agrees to, and agrees to cause each member of the CT&T Group which includes
Chicago Title Insurance Company of Oregon Inc.



to, file such consents, elections, and other documents and to take such other
action as may be necessary or appropriate to carry out the purposes of this
Agreement. FNF agrees that FNF shall timely file the FNF Group's consolidated
federal income tax return for each taxable year that CT&T is a member of the FNF
Group, and FNF shall pay the amount of tax imposed by Subtitle A or F of the
Code as reflected thereon or due with respect thereto.

          In all matters relating to the FNF Group's consolidated tax liability,
FNF is the agent for each member of the FNF Group, including CT&T. As said
agent, FNF has the sole authority and discretion to make any election for each
member, including any election that must be made to determine a member's
separate taxable income for purposes of computing the consolidated taxable
income of the FNF Group.

          2. The CT&T Group's Hypothetical Tax. For purposes of this Agreement,
the "CT&T Group which includes Chicago Title Insurance Company of Oregon Inc.'s
hypothetical tax" for any taxable year covered by this Agreement shall be the
federal income tax liability that the CT&T Group which includes Chicago Title
Insurance Company of Oregon Inc. would have had for such taxable year if the
CT&T Group which includes Chicago Title Insurance Company of Oregon had filed
its own consolidated federal income tax return for such taxable year, taking
into account any carryovers to, or carrybacks from, other taxable years of the
CT&T Group which includes Chicago Title Insurance Company of Oregon (or any
member thereof) that are available in such taxable year of the CT&T Group which
includes Chicago Title Insurance Company of Oregon, or would have been so
available if the CT&T Group which includes Chicago Title Insurance Company of
Oregon had filed its own consolidated (or where applicable, separate) federal
income tax returns for such other taxable years, and the CT&T Group which
includes Chicago Title Insurance Company of Oregon was subject to tax on all of


                                        2



its taxable income at the applicable maximum rate specified in the Code but
without the benefit of any surtax exemption. In computing the CT&T Group which
includes Chicago Title Insurance Company of Oregon's hypothetical tax: (i) there
will be eliminated from taxable income any intercompany dividends that would be
eliminated under Treasury Regulation Section 1.1502-14(a); (ii) intercompany
transactions between members of the FNF Group that would be deferred under
Treasury Regulation Section 1.1502-13 shall be deferred; (iii) in the case of
any item of income, gain, loss deduction or credit that is computed or subject
to a limitation only on a consolidated basis, including but not limited to,
charitable contributions, capital losses, foreign tax credits, research and
experimentation credit and Section 1231 gains and losses ("Consolidated Items"),
such Consolidated Items shall be taken into account by the CT&T Group which
includes Chicago Title Insurance Company of Oregon only if, and to the extent
(determined by FNF on any reasonable basis), that a Consolidated Item is taken
into account and actually affects the amount of the tax liability of the FNF
Group; and (iv) in the case of the treatment of an item subject to an election
made only on a consolidated basis, the treatment will be governed by the
election made by FNF on the consolidated return. All intercompany transactions
(as defined in Treasury Regulation Section 1.1502-13(a)) between members of the
FNF Group will be taken into account in computing the CT&T Group which includes
Chicago Title Insurance Company of Oregon's hypothetical tax at the time when
such transactions are required to be recognized by the FNF Group under Treasury
Regulation Section 1.1502-13, and any Consolidated Item not initially taken into
account in computing the tax of the CT&T Group which includes Chicago Title
Insurance Company of Oregon shall be taken into account by the CT&T Group which
includes Chicago Title Insurance Company of Oregon in the year, and to the
extent, that such Consolidated Item is taken into account by the FNF Group.


                                        3



          3. Payment. With respect to each taxable year for which CT&T is at any
time a member of the FNF Group:

               a. On each due date for payment of any required installment of
          estimated federal income tax (determined under Section 6655 of the
          Code) and on the due date (determined without regard to any
          extensions) for filing the FNF Group consolidated federal income tax
          return (determined under Section 6072 of the Code), CT&T shall pay to
          FNF the federal income tax imposed by Subtitle A and F of the Code on
          the CT&T Group which includes Chicago Title Insurance Company of
          Oregon's hypothetical tax that would have been payable on such date if
          the CT&T Group which includes Chicago Title Insurance Company of
          Oregon were filing its own consolidated federal income tax return for
          such taxable year. In computing CT&T's estimated federal income tax
          payments, each payment shall be sufficient to avoid incurring any
          addition to tax by the CT&T Group which includes Chicago Title
          Insurance Company of Oregon under Section 6655 of the Code by reason
          of an underpayment by a "large corporation" within the meaning of
          Section 6655(g)(2) of the Code and shall be consistent with the
          elections permitted to be made under Section 6655(d) and (e) of the
          Code as actually made by FNF, in its sole discretion, for such taxable
          year and communicated to CT&T.

               b. On or prior to the date the FNF Group consolidated return is
          actually filed for a taxable year, CT&T shall pay to FNF, or FNF shall
          pay to CT&T, as the case may be, the difference between the CT&T Group
          which includes Chicago Title Insurance Company of Oregon's
          hypothetical tax for such


                                        4



          taxable year and the amount paid by CT&T to FNF pursuant to paragraph
          3(a) hereof for such taxable year. If the CT&T Group which includes
          Chicago Title Insurance Company of Oregon for such taxable year has a
          loss or credit which could be carried back to and which would reduce
          the CT&T Group which includes Chicago Title Insurance Company of
          Oregon's hypothetical tax (as adjusted) for any earlier taxable year
          for which the CT&T Group which includes Chicago Title Insurance
          Company of Oregon Inc. was included in the FNF Group, then (x) if and
          to the extent that such loss or credit is utilized to actually reduce
          the FNF Group's tax liability for such current taxable year, FNF shall
          pay to CT&T on the date the FNF Group consolidated return is actually
          filed for such taxable year the amount by which the CT&T Group which
          includes Chicago Title Insurance Company of Oregon's hypothetical tax
          in such earlier taxable year is reduced by reason of such carryback or
          (y) if and to the extent that such loss or credit is actually carried
          back to an earlier taxable year of the FNF Group, FNF shall pay to
          CT&T on the date any refund of tax is actually received the amount by
          which the CT&T Group which includes Chicago Title Insurance Company of
          Oregon's hypothetical tax in such earlier year is reduced by reason of
          such carryback together with any applicable interest.

               c. All settlements under this Agreement shall be made within 30
          days of the filing of the applicable estimated or actual consolidated
          federal corporate income tax return with the Internal Revenue Service,
          except where a refund is due FNF, in which case, FNF will pay to CT&T
          Group which includes Chicago Title


                                        5



          Insurance Company of Oregon the amounts due and owing within 30 days
          the receipt of the refund.

               d. All payments required to be made by CT&T to FNF shall be made
          by (i) either by wire transfer or the deposit of "immediately
          available funds" on the required date of payment to the appropriate
          bank account as may be designated by FNF for that purpose, provided
          that telephonic notice of any transfer is provided to FNF, or (ii) any
          other method agreed to by the parties; provided that, such method
          reflects an attempt in good faith to make a required payment on the
          day when due. In the case of amounts payable by FNF to CT&T under this
          Agreement, such amounts shall be paid under the same standards and
          conditions as required of CT&T.

               e. To help assure CT&T Group which includes Chicago Title
          Insurance Company of Oregon's enforceable right to recoup federal
          income taxes in the event of future net losses, an escrow account
          consisting of assets eligible as an investment for an Oregon insurance
          company shall be established and maintained by FNF in an amount equal
          to the excess of the amount paid by CT&T Group which includes Chicago
          Title Insurance Company of Oregon to FNF for federal income taxes over
          the actual payment made by FNF to the Internal Revenue Service. Escrow
          assets shall be released to FNF from the escrow account at such time
          as the permissible period for loss carrybacks has elapsed.

          4. Adjustments. CT&T agrees that FNF alone shall be responsible for,
and shall have sole and absolute discretion with respect to, claiming any
deductions or credits not claimed on the FNF Group consolidated return as filed,
the filing of any amended returns,


                                        6



agreeing to, contesting, or settling any adjustments to the FNF Group's federal
income tax liability for any taxable year covered by this Agreement, and FNF
shall pay any deficiencies in, or receive any refunds of, the FNF Group's
federal income tax liability for any such taxable year resulting from a final
determination by the Internal Revenue Service or the courts, or from carrybacks
or carryovers of the FNF Group from or to other taxable years. On or prior to
the date of payment or receipt or, if there is to be no payment or receipt, then
on or prior to the date on which there is an adjustment in the CT&T Group which
includes Chicago Title Insurance Company of Oregon's hypothetical tax resulting
from a final determination by the Internal Revenue Service or the courts, or
from carrybacks or carryovers of the FNF Group from other taxable years, CT&T
shall pay to FNF or FNF shall pay to CT&T, as the case may be, the amount
necessary to reflect all adjustments in the CT&T Group which includes Chicago
Title Insurance Company of Oregon's hypothetical tax for any taxable year,
together with any interest and penalties fairly attributable thereto.

          5. Resolution of Disputes as to the CT&T Group's Hypothetical Tax. In
the event of a disagreement between the parties hereto as to the amount of the
CT&T Group which includes Chicago Title Insurance Company of Oregon's
hypothetical tax for any taxable year covered by this Agreement, such amount
shall be determined by the independent certified public accountants who audit
FNF's certified financial statements at the time such dispute arises, and the
determination of such accountants shall be final and binding on the parties
hereto.

          6. FNF Indemnity. Provided that CT&T has made the payments required of
CT&T under this Agreement, FNF shall be liable for, and shall indemnify and hold
harmless CT&T and each member of the CT&T Group which includes Chicago Title
Insurance Company of Oregon from and against any liabilities for the taxes
imposed by Subtitle A or F of the Code


                                        7



on the FNF Group for each taxable year for which CT&T joined in the filing of
the FNF Group consolidated federal income tax return.

          7. Earnings and Profits and Characterization of Payments. Earnings and
profits of each member of the FNF Group shall be calculated by allocating the
federal income tax liability of the FNF Group to each member in accordance with
the method described in Section 1552(a)(2) of the Code and the applicable
Treasury Regulations thereunder.

          8. Certain Combined State Taxes.

               a. In the case of any tax imposed by a State or political
          subdivision thereof which (i) is imposed on, or measured by, gross or
          net receipts, income, capital or net worth, including State and local
          franchise or similar taxes measured by net income, excluding any
          telecommunications, gross receipts (other than taxes on gross receipts
          that are imposed in lieu of a tax on net receipts) and other
          transactional taxes and (ii) are computed on a consolidated, unitary
          or combined basis by reference to the income and/or activities of
          members of the FNF Group other than members of the CT&T Group which
          includes Chicago Title Insurance Company of Oregon and members of the
          CT&T Group which includes Chicago Title Insurance Company of Oregon
          Inc. (a "Combined Tax"), such Combined Tax shall be allocated between
          members of the FNF Group other than members of the CT&T Group which
          includes Chicago Title Insurance Company of Oregon Inc. and members of
          the CT&T Group which includes Chicago Title Insurance Company of
          Oregon Inc. first on the basis of, and to the extent that, the
          receipts, income, capital or net worth of a member resulted in, or
          increased, such Combined Tax, with any remaining Combined Tax
          allocated among the members


                                        8



          on the basis which each member's relative attribute (positive or
          negative) was taken into account in determining the amount of the
          Combined Tax.

               b. Payments of Combined Tax among members of the FNF Group other
          than members of the CT&T Group and members of the CT&T Group which
          includes Chicago Title Insurance Company of Oregon Inc. shall be made
          at the times and in the amounts otherwise consistent with the
          provisions of Section 3 hereof.

          9. Miscellaneous Provisions.

               a. Entire Understanding. This Agreement contains the entire
          understanding of the parties hereto with respect to the subject matter
          hereof. No alteration, amendment or modification of any of the terms
          of this Agreement shall be valid unless made by an instrument signed
          in writing by an authorized officer of each of the parties hereto and
          approved by the Department of Insurance.

               b. Choice of Law. This Agreement shall be governed by and
          construed in accordance with the laws of the State of Oregon
          applicable to agreements made and to be performed entirely within such
          state.

               c. Further Assurances. The parties hereto shall execute and
          deliver such further instruments and do such further acts and things
          (including, without limitation, by causing their subsidiaries to
          execute and deliver such instruments and to do such acts and things)
          as may be required to carry out the intent and purpose of this
          Agreement. The parties each shall cooperate with the other with
          respect to the preparation and filing of any tax return or the conduct
          of any tax audit or other tax proceeding. If any party has possession
          of documents or


                                        9



          records which relate to, or could affect, any item of income, loss,
          deduction, credit, tax basis or other tax attributes of any other
          party hereto, such party shall take reasonable steps to preserve such
          documents or records for the same period and to the same extent as
          such party preserves and protects its own similar tax documents, and
          prior to destroying or discarding any such records shall notify the
          party to whom the records relate and offer such party the opportunity,
          at such parties' expense, to take possession or control of such
          documents.

               d. Termination. Notwithstanding the termination of the Agreement,
          its provisions will remain in effect, with respect to any period of
          time during the tax year in which termination occurs, for which the
          income of the terminating party must be included in the consolidated
          return.

                    Notwithstanding its termination, all material including, but
          not limited to returns, supporting schedules, work papers,
          correspondence and other documents relating to the consolidated return
          shall be made available to any party to the agreement during regular
          business hours.


                                       10



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the date indicated by their duly authorized officers effective as
of the date first above written, with execution in counterparts permitted.

                                        FIDELITY NATIONAL FINANCIAL, INC.


                                        By: /s/
                                            ------------------------------------
                                        Title: Authorized Officer
                                        Date:
                                              ----------------------------------

Attest:
        -----------------------------


                                        Chicago Title Insurance Company Of
                                        Oregon


                                        By: /s/
                                            ------------------------------------
                                        Title: Authorized Officer
                                        Date:
                                              ----------------------------------

Attest:
       ------------------------------


                                       11

                                                                   EXHIBIT 10.22

                              TAX SHARING AGREEMENT

          AGREEMENT, dated as of August 20, 2004, by and between Fidelity
National Financial, Inc., a Delaware corporation ("FNF and its subsidiaries"),
Chicago Title and Trust Company, an Illinois corporation ("CT&T and its
subsidiaries") and American Pioneer Title Insurance Company, now known as Ticor
Title Insurance Company of Florida, a Florida corporation.

                                   WITNESSETH:

          WHEREAS, FNF is the common parent corporation of an "affiliated group"
of corporations (the "FNF Group"), as that term is defined in section 1504(a) of
the Internal Revenue Code of 1986, as amended (the "Code"), which group includes
CT&T and any corporation that is or subsequently becomes a member of an
"affiliated group" of which CT&T would be the "common parent," as such terms are
defined in Section 1504(a) of the Code, if CT&T were owned by individuals (CT&T
and any present or future member of its affiliated group being referred to
herein as the "CT&T Group"); and

          WHEREAS, FNF and CT&T desire to agree on an equitable basis for
determining the amount to be paid by CT&T to FNF on account of the CT&T Group
which includes American Pioneer Title Insurance Company's inclusion in the FNF
Group's consolidated federal income tax returns.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto agree as follows:

          1. Inclusion in FNF Return. CT&T agrees to join, and shall cause each
other member of the CT&T Group which includes American Pioneer Title Insurance
Company to join, in the filing of the FNF Group's consolidated federal income
tax return for each taxable year for which CT&T is eligible to join in such
filing. CT&T agrees to, and agrees to cause each



member of the CT&T Group which includes American Pioneer Title Insurance Company
Inc. to, file such consents, elections, and other documents and to take such
other action as may be necessary or appropriate to carry out the purposes of
this Agreement. FNF agrees that FNF shall timely file the FNF Group's
consolidated federal income tax return for each taxable year that CT&T is a
member of the FNF Group, and FNF shall pay the amount of tax imposed by Subtitle
A or F of the Code as reflected thereon or due with respect thereto.

          In all matters relating to the FNF Group's consolidated tax liability;
FNF is the agent for each member of the FNF Group, including CT&T. As said
agent, FNF has the sole authority and discretion to make any election for each
member, including any election that must be made to determine a member's
separate taxable income for purposes of computing the consolidated taxable
income of the FNF Group.

          2. The CT&T Group's Hypothetical Tax. For purposes of this Agreement,
the "CT&T Group which includes American Pioneer Title Insurance Company Inc.'s
hypothetical tax" for any taxable year covered by this Agreement shall be the
federal income tax liability that the CT&T Group which includes American Pioneer
Title Insurance Company Inc. would have had for such taxable year if the CT&T
Group which includes American Pioneer Title Insurance Company had filed its own
consolidated federal income tax return for such taxable year, taking into
account any carryovers to, or carrybacks from, other taxable years of the CT&T
Group which includes American Pioneer Title Insurance Company (or any member
thereof) that are available in such taxable year of the CT&T Group which
includes American Pioneer Title Insurance Company, or would have been so
available if the CT&T Group which includes American Pioneer Title Insurance
Company had filed its own consolidated (or where applicable, separate) federal
income tax returns for such other taxable years, and the CT&T Group which
includes American


                                        2



Pioneer Title Insurance Company was subject to tax on all of its taxable income
at the applicable maximum rate specified in the Code but without the benefit of
any surtax exemption. In computing the CT&T Group which includes American
Pioneer Title Insurance Company's hypothetical tax: (i) there will be eliminated
from taxable income any intercompany dividends that would be eliminated under
Treasury Regulation Section 1.1502-14(a); (ii) intercompany transactions between
members of the FNF Group that would be deferred under Treasury Regulation
Section 1.1502-13 shall be deferred; (iii) in the case of any item of income,
gain, loss deduction or credit that is computed or subject to a limitation only
on a consolidated basis, including but not limited to, charitable contributions,
capital losses, foreign tax credits, research and experimentation credit and
Section 1231 gains and losses ("Consolidated Items"), such Consolidated Items
shall be taken into account by the CT&T Group which includes American Pioneer
Title Insurance Company only if, and to the extent (determined by FNF on any
reasonable basis), that a Consolidated Item is taken into account and actually
affects the amount of the tax liability of the FNF Group; and (iv) in the case
of the treatment of an item subject to an election made only on a consolidated
basis, the treatment will be governed by the election made by FNF on the
consolidated return. All intercompany transactions (as defined in Treasury
Regulation Section 1.1502-13(a)) between members of the FNF Group will be taken
into account in computing the CT&T Group which includes American Pioneer Title
Insurance Company's hypothetical tax at the time when such transactions are
required to be recognized by the FNF Group under Treasury Regulation Section
1.1502-13, and any Consolidated Item not initially taken into account in
computing the tax of the CT&T Group which includes American Pioneer Title
Insurance Company shall be taken into account by the CT&T Group which includes
American


                                        3



Pioneer Title Insurance Company in the year, and to the extent, that such
Consolidated Item is taken into account by the FNF Group.

          3. Payment. With respect to each taxable year for which CT&T is at any
time a member of the FNF Group:

               a. On each due date for payment of any required installment of
               estimated federal income tax (determined under Section 6655 of
               the Code) and on the due date (determined without regard to any
               extensions) for filing the FNF Group consolidated federal income
               tax return (determined under Section 6072 of the Code), CT&T
               shall pay to FNF the federal income tax imposed by Subtitle A and
               F of the Code on the CT&T Group which includes American Pioneer
               Title Insurance Company's hypothetical tax that would have been
               payable on such date if the CT&T Group which includes American
               Pioneer Title Insurance Company were filing its own consolidated
               federal income tax return for such taxable year. In computing
               CT&T's estimated federal income tax payments, each payment shall
               be sufficient to avoid incurring any addition to tax by the CT&T
               Group which includes American Pioneer Title Insurance Company
               under Section 6655 of the Code by reason of an underpayment by a
               "large corporation" within the meaning of Section 6655(g)(2) of
               the Code and shall be consistent with the elections permitted to
               be made under Section 6655(d) and (e) of the Code as actually
               made by FNF, in its sole discretion, for such taxable year and
               communicated to CT&T.


                                        4



               b. On or prior to the date the FNF Group consolidated return is
               actually filed for a taxable year, CT&T shall pay to FNF, or FNF
               shall pay to CT&T, as the case may be, the difference between the
               CT&T Group which includes American Pioneer Title Insurance
               Company's hypothetical tax for such taxable year and the amount
               paid by CT&T to FNF pursuant to paragraph 3(a) hereof for such
               taxable year. If the CT&T Group which includes American Pioneer
               Title Insurance Company for such taxable year has a loss or
               credit which could be carried back to and which would reduce the
               CT&T Group which includes American Pioneer Title Insurance
               Company's hypothetical tax (as adjusted) for any earlier taxable
               year for which the CT&T Group which includes American Pioneer
               Title Insurance Company Inc. was included in the FNF Group, then
               (x) if and to the extent that such loss or credit is utilized to
               actually reduce the FNF Group's tax liability for such current
               taxable year, FNF shall pay to CT&T on the date the FNF Group
               consolidated return is actually filed for such taxable year the
               amount by which the CT&T Group which includes American Pioneer
               Title Insurance Company's hypothetical tax in such earlier
               taxable year is reduced by reason of such carryback or (y) if and
               to the extent that such loss or credit is actually carried back
               to an earlier taxable year of the FNF Group,


                                        5



               FNF shall pay to CT&T on the date any refund of tax is actually
               received the amount by which the CT&T Group which includes
               American Pioneer Title Insurance Company's hypothetical tax in
               such earlier year is reduced by reason of such carryback together
               with any applicable interest.

               c. All settlements under this Agreement shall be made within 30
               days of the filing of the applicable estimated or actual
               consolidated federal corporate income tax return with the
               Internal Revenue Service, except where a refund is due FNF, in
               which case, FNF will pay to CT&T Group which includes American
               Pioneer Title Insurance Company the amounts due and owing within
               30 days the receipt of the refund.

               d. All payments required to be made by CT&T to FNF shall be made
               by (i) either by wire transfer or the deposit of "immediately
               available funds" on the required date of payment to the
               appropriate bank account as may be designated by FNF for that
               purpose, provided that telephonic notice of any transfer is
               provided to FNF, or (ii) any other method agreed to by the
               parties; provided that, such method reflects an attempt in good
               faith to make a required payment on the day when due. In the case
               of amounts payable by FNF to CT&T under this Agreement, such
               amounts shall be paid under the same standards and conditions as
               required of CT&T.


                                        6



               e. To help assure CT&T Group which includes American Pioneer
               Title Insurance Company's enforceable right to recoup federal
               income taxes in the event of future net losses, an escrow account
               consisting of assets eligible as an investment for a New York
               insurance company shall be established and maintained by FNF in
               an amount equal to the excess of the amount paid by CT&T Group
               which includes American Pioneer Title Insurance Company to FNF
               for federal income taxes over the actual payment made by FNF to
               the Internal Revenue Service. Escrow assets shall be released to
               FNF from the escrow account at such time as the permissible
               period for loss carrybacks has elapsed.

               f. Adjustments. CT&T agrees that FNF alone shall be responsible
               for, and shall have sole and absolute discretion with respect to,
               claiming any deductions or credits not claimed on the FNF Group
               consolidated return as filed, the filing of any amended returns,
               agreeing to, contesting, or settling any adjustments to the FNF
               Group's federal income tax liability for any taxable year covered
               by this Agreement, and FNF shall pay any deficiencies in, or
               receive any refunds of, the FNF Group's federal income tax
               liability for any such taxable year resulting from a final
               determination by the Internal Revenue Service or the courts, or
               from carrybacks or carryovers of the FNF Group from or to other
               taxable years. On or prior to the date of payment or receipt or,
               if


                                        7



               there is to be no payment or receipt, then on or prior to (be
               date on which there is an adjustment in the CT&T Group which
               includes American Pioneer Title Insurance Company's hypothetical
               tax resulting from a final determination by the Internal Revenue
               Service or the courts, or from carrybacks or carryovers of the
               FNF Group from other taxable years. CT&T shall pay to FNF or FNF
               shall pay to CT&T, as the case may be, the amount necessary to
               reflect all adjustments in the CT&T Group which includes American
               Pioneer Title Insurance Company's hypothetical tax for any
               taxable year, together with any interest and penalties fairly
               attributable thereto.

          4. Resolution of Disputes as to the CT&T Group's Hypothetical Tax. In
the event of a disagreement between the parties hereto as to the amount of the
CT&T Group which includes American Pioneer Title Insurance Company's
hypothetical tax for any taxable year covered by this Agreement, such amount
shall be determined by the independent certified public accountants who audit
FNF's certified financial statements at the time such dispute arises, and the
determination of such accountants shall be final and binding on the parties
hereto.

          5. FNF Indemnity. Provided that CT&T has made the payments required of
CT&T under this Agreement, FNF shall be liable for, and shall indemnify and hold
harmless CT&T and each member of the CT&T Group which includes American Pioneer
Title Insurance Company from and against any liabilities for the taxes imposed
by Subtitle A or F of the Code on the FNF Group for each taxable year for which
CT&T joined in the filing of the FNF Group consolidated federal income tax
return.


                                        8



          6. Earnings and Profits and Characterization of Payments. Earnings and
profits of each member of the FNF Group shall be calculated by allocating the
federal income tax liability of the FNF Group to each member in accordance with
the method described in Section 1552(a)(2) of the Code and the applicable
Treasury Regulations thereunder.

          7. Certain Combined State Taxes.

                    a. In the case of any tax imposed by a State or political
                    subdivision thereof which (i) is imposed on, or measured by,
                    gross or net receipts, income, capital or net worth,
                    including State and local franchise or similar taxes
                    measured by net income, excluding any telecommunications,
                    gross receipts (other than taxes on gross receipts that are
                    imposed in lieu of a tax on net receipts) and other
                    transactional taxes and (ii) are computed on a consolidated,
                    unitary or combined basis by reference to the income and/or
                    activities of members of the FNF Group other than members of
                    the CT&T Group which includes American Pioneer Title
                    Insurance Company Inc. and members of the CT&T Group which
                    includes American Pioneer Title Insurance Company Inc. (a
                    "Combined Tax"), such Combined Tax shall be allocated
                    between members of the FNF Group other than members of the
                    CT&T Group which includes American Pioneer Title Insurance
                    Company Inc. and members of the CT&T Group which includes
                    American Pioneer Title Insurance Company Inc. first on the
                    basis of, and to the extent that, the receipts, income,
                    capital or net worth of a member resulted in, or


                                        9



                    increased, such Combined Tax, with any remaining Combined
                    Tax allocated among the members on the basis which each
                    member's relative attribute (positive or negative) was taken
                    into account in determining the amount of the Combined Tax.

                    b. Payments of Combined Tax among members of the FNF Group
                    other than members of the CT&T Group and members of the CT&T
                    Group which includes American Pioneer Title Insurance
                    Company Inc. shall be made at the times and in the amounts
                    otherwise consistent with the provisions of Section 3
                    hereof.

          8. Miscellaneous Provisions.

                    a. Entire Understanding. This Agreement contains the entire
                    understanding of the parties hereto with respect to the
                    subject matter hereof. No alteration, amendment or
                    modification of any of the terms of this Agreement shall be
                    valid unless made by an instrument signed in writing by an
                    authorized officer of each of the parties hereto and
                    approved by the Department of Insurance.

                    b. Choice of Law. This Agreement shall be governed by and
                    construed in accordance with the laws of the State of
                    Florida applicable to agreements made and to be performed
                    entirely within such state.

                    c. Further Assurances. The parties hereto shall execute and
                    deliver such further instruments and do such further acts
                    and things (including, without limitation, by causing their
                    subsidiaries to


                                       10



                    execute and deliver such instruments and to do such acts and
                    things) as may be required to carry out the intent and
                    purpose of this Agreement. The parties each shall cooperate
                    with the other with respect to the preparation and filing of
                    any tax return or the conduct of any tax audit or other tax
                    proceeding. If any party has possession of documents or
                    records which relate to, or could affect, any item of
                    income, loss, deduction, credit, tax basis or other tax
                    attributes of any other party hereto, such party shall take
                    reasonable steps to preserve such documents or records for
                    the same period and to the same extent as such party
                    preserves and protects its own similar tax documents, and
                    prior to destroying or discarding any such records shall
                    notify the party to whom the records relate and offer such
                    party the opportunity, at such parties' expense, to take
                    possession or control of such documents.

                    d. Termination. Notwithstanding the termination of the
                    Agreement, its provisions will remain in effect, with
                    respect to any period of time during the tax year in which
                    termination occurs, for which the income of the terminating
                    party must be included in the consolidated return.
                    Notwithstanding its termination, all material including, but
                    not limited to returns, supporting schedules, work papers,
                    correspondence and other documents relating to the
                    consolidated return shall be made available to any party to
                    the agreement during regular business hours.


                                       11



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the date indicated by their duly authorized officers effective as
of the date first above written, with execution in counterparts permitted.

                                       FIDELITY NATIONAL FINANCIAL, INC.


                                       By: /s/ Richard Cox
                                           -------------------------------------
                                       Title: Richard Cox, Senior Vice President
                                       Date: November 4, 2004

Attest:
        ----------------------------
        Susan Palmer


                                       American Pioneer Title Insurance Company
                                       nka Ticor Title Insurance Company of
                                       Florida


                                       By: /s/ Richard Cox
                                           -------------------------------------
                                       Title: Richard Cox, Senior Vice President
                                       Date: November 4, 2004

Attest:
        ----------------------------
        Susan Palmer


                                       12

                                                                   EXHIBIT 10.23

                              TAX SHARING AGREEMENT

          AGREEMENT, dated as of January 31, 2005 by and between Fidelity
National Financial, Inc., a Delaware corporation ("FNF and its subsidiaries"),
Alamo Title Holding Company ("Alamo and its subsidiaries") and Alamo Title
Insurance ("Alamo"), a Texas Corporation.

                                   WITNESSETH:

          WHEREAS, FNF is the common parent corporation of an "affiliated group"
of corporations (the "FNF Group"), as that term is defined in section 1504(a) of
the Internal Revenue Code of 1986, as amended (the "Code"), which group includes
Alamo and any corporation that is or subsequently becomes a member of an
"affiliated group" of which Alamo would be the "common parent," as such terms
are defined in Section 1504(a) of the Code, if Alamo were owned by individuals
(Alamo and any present or future member of its affiliated group being referred
to herein as the "Alamo Group"); and

          WHEREAS, FNF and Alamo desire to agree on an equitable basis for
determining the amount to be paid by Alamo to FNF on account of the Alamo Group
which includes Alamo Title Insurance's inclusion in the FNF Group's consolidated
federal income tax returns.

          NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto agree as follows:

          1. Inclusion in FNF Return. Alamo agrees to join, and shall cause each
other member of the Alamo Group which includes Alamo Title Insurance to join, in
the filing of the FNF Group's consolidated federal income tax return for each
taxable year for which Alamo is eligible to join in such filing. Alamo agrees
to, and agrees to cause each member of the Alamo Group which includes Alamo
Title Insurance to, file such consents, elections, and other


                                       1



documents and to take such other action as may be necessary or appropriate to
carry out the purposes of this Agreement. FNF agrees that FNF shall timely file
the FNF Group's consolidated federal income tax return for each taxable year
that Alamo is a member of the FNF Group, and FNF shall pay the amount of tax
imposed by Subtitle A or F of the Code as reflected thereon or due with respect
thereto.

          In all matters relating to the FNF Group's consolidated tax liability,
FNF is the agent for each member of the FNF Group, including Alamo. As said
agent, FNF has the sole authority and discretion to make any election for each
member, including any election that must be made to determine a member's
separate taxable income for purposes of computing the consolidated taxable
income of the FNF Group.

          2. The Alamo Group's Hypothetical Tax. For purposes of this Agreement,
the "Alamo Group which includes Alamo Title Insurance's hypothetical tax" for
any taxable year covered by this Agreement shall be the federal income tax
liability that the Alamo Group which includes Alamo Title Insurance would have
had for such taxable year if the Alamo Group which includes Alamo Title
Insurance had filed its own consolidated federal income tax return for such
taxable year, taking into account any carryovers to, or carrybacks from, other
taxable years of the Alamo Group which includes Alamo Title Insurance (or any
member thereof) that are available in such taxable year of the Alamo Group which
includes Alamo Title Insurance, or would have been so available if the Alamo
Group which includes Alamo Title Insurance had filed its own consolidated (or
where applicable, separate) federal income tax returns for such other taxable
years, and the Alamo Group which includes Alamo Title Insurance was subject to
tax on all of its taxable income at the applicable maximum rate specified in the
Code but without the benefit of any surtax exemption. In computing the Alamo
Group which includes Alamo Title Insurance's


                                       2



hypothetical tax: (i) there will be eliminated from taxable income any
intercompany dividends that would be eliminated under Treasury Regulation
Section 1.1502-14(a); (ii) intercompany transactions between members of the FNF
Group that would be deferred under Treasury Regulation Section 1.1502-13 shall
be deferred; (iii) in the case of any item of income, gain, loss deduction or
credit that is computed or subject to a limitation only on a consolidated basis,
including but not limited to, charitable contributions, capital losses, foreign
tax credits, research and experimentation credit and Section 1231 gains and
losses ("Consolidated Items"), such Consolidated Items shall be taken into
account by the Alamo Group which includes Alamo Title Insurance only if, and to
the extent (determined by FNF on any reasonable basis), that a Consolidated Item
is taken into account and actually affects the amount of the tax liability of
the FNF Group; and (iv) in the case of the treatment of an item subject to an
election made only on a consolidated basis, the treatment will be governed by
the election made by FNF on the consolidated return. All intercompany
transactions (as defined in Treasury Regulation Section 1.1502-13(a)) between
members of the FNF Group will be taken into account in computing the Alamo Group
which includes Alamo Title Insurance's hypothetical tax at the time when such
transactions are required to be recognized by the FNF Group under Treasury
Regulation Section 1.1502-13, and any Consolidated Item not initially taken into
account in computing the tax of the Alamo Group which includes Alamo Title
Insurance shall be taken into account by the Alamo Group which includes Alamo
Title Insurance in the year, and to the extent, that such Consolidated Item is
taken into account by the FNF Group.

          3. Payment. With respect to each taxable year for which Alamo is at
any time a member of the FNF Group:


                                       3



               a. On each due date for payment of any required installment of
               estimated federal income tax (determined under Section 6655 of
               the Code) and on the due date (determined without regard to any
               extensions) for filing the FNF Group consolidated federal income
               tax return (determined under Section 6072 of the Code), Alamo
               shall pay to FNF the federal income tax imposed by Subtitle A and
               F of the Code on the Alamo Group which includes Alamo Title
               Insurance's hypothetical tax that would have been payable on such
               date if the Alamo Group which includes Alamo Title Insurance were
               filing its own consolidated federal income tax return for such
               taxable year. In computing Alamo's estimated federal income tax
               payments, each payment shall be sufficient to avoid incurring any
               addition to tax by the Alamo Group which includes Alamo Title
               Insurance under Section 6655 of the Code by reason of an
               underpayment by a "large corporation" within the meaning of
               Section 6655(g)(2) of the Code and shall be consistent with the
               elections permitted to be made under Section 6655(d) and (e) of
               the Code as actually made by FNF, in its sole discretion, for
               such taxable year and communicated to Alamo.

               b. On or prior to the date the FNF Group consolidated return is
               actually filed for a taxable year, Alamo shall pay to FNF, or FNF
               shall pay to Alamo, as the case may be, the difference between
               the Alamo Group which includes Alamo Title Insurance's
               hypothetical tax for such taxable year and the amount paid by
               Alamo to FNF pursuant to paragraph 3(a) hereof for such taxable
               year. If the Alamo Group which includes Alamo


                                       4



               Title Insurance for such taxable year has a loss or credit which
               could be carried back to and which would reduce the Alamo Group
               which includes Alamo Title Insurance's hypothetical tax (as
               adjusted) for any earlier taxable year for which the Alamo Group
               which includes Alamo Title Insurance was included in the FNF
               Group, then (x) if and to the extent that such loss or credit is
               utilized to actually reduce the FNF Group's tax liability for
               such current taxable year, FNF shall pay to Alamo on the date the
               FNF Group consolidated return is actually filed for such taxable
               year the amount by which the Alamo Group which includes Alamo
               Title Insurance's hypothetical tax in such earlier taxable year
               is reduced by reason of such carryback or (y) if and to the
               extent that such loss or credit is actually carried back to an
               earlier taxable year of the FNF Group, FNF shall pay to Alamo on
               the date any refund of tax is actually received the amount by
               which the Alamo Group which includes Alamo Title Insurance's
               hypothetical tax in such earlier year is reduced by reason of
               such carryback together with any applicable interest.

               c. All settlements under this Agreement shall be made within 30
               days of the filing of the applicable estimated or actual
               consolidated federal corporate income tax return with the
               Internal Revenue Service, except where a refund is due FNF, in
               which case, FNF will pay to Alamo Group which includes Alamo
               Title Insurance the amounts due and owing within 30 days the
               receipt of the refund.


                                       5



               d. All payments required to be made by Alamo to FNF shall be made
               by (i) either by wire transfer or the deposit of "immediately
               available funds" on the required date of payment to the
               appropriate bank account as may be designated by FNF for that
               purpose, provided that telephonic notice of any transfer is
               provided to FNF, or (ii) any other method agreed to by the
               parties; provided that, such method reflects an attempt in good
               faith to make a required payment on the day when due. In the case
               of amounts payable by FNF to Alamo under this Agreement, such
               amounts shall be paid under the same standards and conditions as
               required of Alamo.

               e. To help assure Alamo Group which includes Alamo Title
               Insurance's enforceable right to recoup federal income taxes in
               the event of future net losses, an escrow account consisting of
               assets eligible as an investment for a Texas insurance company
               shall be established and maintained by FNF in an amount equal to
               the excess of the amount paid by Alamo Group which includes Alamo
               Title Insurance to FNF for federal income taxes over the actual
               payment made by FNF to the Internal Revenue Service. Escrow
               assets shall be released to FNF from the escrow account at such
               time as the permissible period for loss carrybacks has elapsed.

               f. Adjustments. Alamo agrees that FNF alone shall be responsible
               for, and shall have sole and absolute discretion with respect to,
               claiming any deductions or credits not claimed on the FNF Group
               consolidated return as filed, the filing of any amended returns,
               agreeing to, contesting, or settling any adjustments to the FNF
               Group's federal income tax liability for any


                                       6



               taxable year covered by this Agreement, and FNF shall pay any
               deficiencies in, or receive any refunds of, the FNF Group's
               federal income tax liability for any such taxable year resulting
               from a final determination by the Internal Revenue Service or the
               courts, or from carrybacks or carryovers of the FNF Group from or
               to other taxable years. On or prior to the date of payment or
               receipt or, if there is to be no payment or receipt, then on or
               prior to the date on which there is an adjustment in the Alamo
               Group which includes Alamo Title Insurance's hypothetical tax
               resulting from a final determination by the Internal Revenue
               Service or the courts, or from carrybacks or carryovers of the
               FNF Group from other taxable years, ALAMO shall pay to FNF or FNF
               shall pay to Alamo, as the case may be, the amount necessary to
               reflect all adjustments in the Alamo Group which includes Alamo
               Title Insurance's hypothetical tax for any taxable year, together
               with any interest and penalties fairly attributable thereto.

               g. Resolution of Disputes as to the ALAMO Group's Hypothetical
               Tax. In the event of a disagreement between the parties hereto as
               to the amount of the Alamo Group which includes Alamo Title
               Insurance's hypothetical tax for any taxable year covered by this
               Agreement, such amount shall be determined by the independent
               certified public accountants who audit FNF's certified financial
               statements at the time such dispute arises, and the determination
               of such accountants shall be final and binding on the parties
               hereto.


                                       7



               h. FNF Indemnity. Provided that Alamo has made the payments
               required of Alamo under this Agreement, FNF shall be liable for,
               and shall indemnify and hold harmless Alamo and each member of
               the Alamo Group which includes Alamo Title Insurance from and
               against any liabilities for the taxes imposed by Subtitle A or F
               of the Code on the FNF Group for each taxable year for which
               Alamo joined in the filing of the FNF Group consolidated federal
               income tax return.

               i. Earnings and Profits and Characterization of Payments.
               Earnings and profits of each member of the FNF Group shall be
               calculated by allocating the federal income tax liability of the
               FNF Group to each member in accordance with the method described
               in Section 1552(a)(2) of the Code and the applicable Treasury
               Regulations thereunder.

               j. Certain Combined State Taxes.

                    a. In the case of any tax imposed by a State or political
                    subdivision thereof which (i) is imposed on, or measured by,
                    gross or net receipts, income, capital or net worth,
                    including State and local franchise or similar taxes
                    measured by net income, excluding any telecommunications,
                    gross receipts (other than taxes on gross receipts that are
                    imposed in lieu of a tax on net receipts) and other
                    transactional taxes and (ii) are computed on a consolidated,
                    unitary or combined basis by reference to the income and/or
                    activities of members of the FNF Group other than members of
                    the Alamo Group which includes Alamo Title Insurance and
                    members of the Alamo Group which


                                       8



                    includes Alamo Title Insurance (a "Combined Tax"), such
                    Combined Tax shall be allocated between members of the FNF
                    Group other than members of the Alamo Group which includes
                    Alamo Title Insurance and members of the Alamo Group which
                    includes Alamo Title Insurance first on the basis of, and to
                    the extent that, the receipts, income, capital or net worth
                    of a member resulted in, or increased, such Combined Tax,
                    with any remaining Combined Tax allocated among the members
                    on the basis which each member's relative attribute
                    (positive or negative) was taken into account in determining
                    the amount of the Combined Tax.

                    b. Payments of Combined Tax among members of the FNF Group
                    other than members of the Alamo Group and members of the
                    Alamo Group which includes Alamo Title Insurance shall be
                    made at the times and in the amounts otherwise consistent
                    with the provisions of Section 3 hereof.

          4.   Miscellaneous Provisions.

               a. Entire Understanding. This Agreement contains the entire
               understanding of the parties hereto with respect to the subject
               matter hereof. No alteration, amendment or modification of any of
               the terms of this Agreement shall be valid unless made by an
               instrument signed in writing by an authorized officer of each of
               the parties hereto and approved by the Department of Insurance.


                                       9



               b. Choice of Law. This Agreement shall be governed by and
               construed in accordance with the laws of the State of Texas
               applicable to agreements made and to be performed entirely within
               such state.

               c. Further Assurances. The parties hereto shall execute and
               deliver such further instruments and do such further acts and
               things (including, without limitation, by causing their
               subsidiaries to execute and deliver such instruments and to do
               such acts and things) as may be required to carry out the intent
               and purpose of this Agreement. The parties each shall cooperate
               with the other with respect to the preparation and filing of any
               tax return or the conduct of any tax audit or other tax
               proceeding. If any party has possession of documents or records
               which relate to, or could affect, any item of income, loss,
               deduction, credit, tax basis or other tax attributes of any other
               party hereto, such party shall take reasonable steps to preserve
               such documents or records for the same period and to the same
               extent as such party preserves and protects its own similar tax
               documents, and prior to destroying or discarding any such records
               shall notify the party to whom the records relate and offer such
               party the opportunity, at such parties' expense, to take
               possession or control of such documents.

               d. Termination. Notwithstanding the termination of the Agreement,
               its provisions will remain in effect, with respect to any period
               of time during the tax year in which termination occurs, for
               which the income of the terminating party must be included in the
               consolidated return.


                                       10



                    Notwithstanding its termination, all material including, but
               not limited to returns, supporting schedules, work papers,
               correspondence and other documents relating to the consolidated
               return shall be made available to any party to the agreement
               during regular business hours.


                                       11



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed on the date indicated by their duly authorized officers effective as
of the date first above written, with execution in counterparts permitted.

                                        FIDELITY NATIONAL FINANCIAL, INC.


                                        By: /s/
                                            ------------------------------------
                                        Title: Authorized Officer
                                        Date:
                                              ----------------------------------

Attest:
        -----------------------------


                                        ALAMO TITLE HOLDING COMPANY


                                        By: /s/
                                            ------------------------------------
                                        Title: Authorized Officer
                                        Date:
                                              ----------------------------------

Attest:
        -----------------------------


                                        ALAMO TITLE INSURANCE


                                        By: /s/
                                            ------------------------------------
                                        Title: Authorized Officer
                                        Date:
                                              ----------------------------------

Attest:
        -----------------------------


                                       12

                                                                   EXHIBIT 10.24

                            TAX ALLOCATION AGREEMENT

                                     BETWEEN

                       FIDELITY NATIONAL FINANCIAL, INC.,

              FIDELITY NATIONAL TITLE INSURANCE COMPANY OF NEW YORK

                                       AND

                   NATIONAL TITLE INSURANCE OF NEW YORK, INC.



                            TAX ALLOCATION AGREEMENT

This Agreement is entered into as of December 13, 1999 between Fidelity National
Financial, Inc. ("FNFI") and Fidelity National Title Insurance Company of New
York ("Group Member").

                                   I. RECITAL

     WHEREAS, FNFI and all 80 percent or more owned subsidiaries shall file
their federal income tax return on a consolidated basis; and

     WHEREAS, it will be necessary to allocate such consolidated tax liability
or benefit among the consolidated group membership; and

     WHEREAS, such allocated tax liability or benefit should represent the
liability or benefit that would have been incurred or received by each
consolidated group member as if such group member filed a separate federal
income tax return; and

     WHEREAS, FNFI will act as a clearinghouse to collect allocated tax
liabilities from profitable group members and redistribute allocated tax
benefits to loss group members.

     NOW, THEREFORE, the parties hereby agree as follows:

                                II. DEFINITIONS

(a)  "Group Member" shall include only such corporations which are included in
     the FNFI affiliated group as defined in section 1504 of the Internal
     Revenue Code, as amended.

(b)  "Consolidated Federal Income Tax Liability" shall be the amount of actual
     tax liability which is due for the taxable period under determination as
     reflected on the consolidated federal income tax return.

(c)  "Consolidated Group" shall mean the group of corporations which meet the
     definition of affiliate as set forth in Section II (a) above.

(d)  "Federal Taxable Income (Loss)" shall be the taxable income or loss
     determined on a consolidated federal return basis as computed under
     Treasury Regulation Section 1.1502-11.

(e)  "Separate Taxable Income (Loss)" shall be the taxable income or loss
     determined on a separate return basis as computed under Treasury Regulation
     Section 1.1502-12 and includes both regular and alternative minimum taxable
     income (loss).

(f)  "IRC Section" shall refer to the Internal Revenue Code sections referenced
     in this Agreement or any amendment thereto applicable during the term of
     this Agreement.

(g)  "Consolidated Return" shall refer only to the consolidated federal return.

(h)  "Effective Date" shall be the date defined under paragraph (a) of Section
     V.


                                       2



                               III. TAX LIABILITY

(a)  Group member shall calculate its tax liability under the provisions of New
     York Circular Letter 1979-33.3(A) - Method A, as described in this Section.

(b)  Group member shall calculate separate taxable income or net operating loss
     as if such member filed a separate federal income tax return for the
     taxable year except as provided in paragraph (d) of this section and is to
     include a separate computation of the taxable income and the tax charge or
     tax refund under:

     i)   regular federal income tax provisions: and

     ii)  alternative minimum tax provisions.

(c)  Group member shall determine the following consolidated return tax
     attributes on its separate return as appropriate without consideration of
     any impact on the consolidated return. These attributes include, but are
     not limited to:

     i)   IRC Section 172 net operating loss;

     ii)  IRC Section 56 alternative minimum tax net operating loss;

     iii) IRC Section 1212 capital loss;

     iv)  IRC Section 56 alternative minimum tax capital loss;

     v)   IRC Section 1231 net loss;

     vi)  Charitable contribution and related carryover; and

     vii) Dividends received deduction.

(d)  Any election made by FNFI for any item on the consolidated return is deemed
     to be made by the Group Member for purposes of the computation of separate
     taxable income or net operating loss. Any limitation imposed upon FNFI with
     respect to any tax attribute related to the acquisition of the Group Member
     is similarly imposed upon that tax attribute in the computation of the
     member's separate taxable income or net operating loss.

(e)  The carryback and carryforward provision provided in the Internal Revenue
     Code for the items enumerated under paragraph (c) of this Section are
     deemed to apply except as outlined under paragraphs (d) and (f) of this
     Section.

(f)  Only for purposes of application of this Agreement, Group Member consents
     to relinquish the entire carryback period for items under paragraph (c) of
     this Section for the first year Group Member is subject to the terms of
     this Agreement. Thereafter, any carryback period is limited to the period
     this Agreement has been effective.

(g)  If taxable income, special deductions or credits reported in the
     consolidated federal income tax return are revised by the Internal Revenue
     Service or other appropriate authority, a recalculation of the tax
     liability for all parties to the Agreement shall be made as appropriate
     under the provisions of this Section.


                                       3



                       IV. ADMINISTRATION AND SETTLEMENT

(a)  This Agreement shall be administered and interpreted by the Chief Financial
     Officer of FNFI or by the individual or group of individuals designated by
     the Chief Financial Officer of FNFI.

(b)  FNFI's Tax Department shall make a preliminary calculation of the Group
     Member's separate taxable income or net operating loss under paragraph (a)
     of Section III, in accordance with audited financial statements prepared by
     FNFI's independent certified accounts, within one hundred twenty (120) days
     from the end of each calendar year that this Agreement remains in effect.

(c)  FNFI shall make a preliminary notification to the Group Member of the
     liability or benefit based upon the preliminary computation. In no event is
     the preliminary calculation under paragraph (b) of this Section deemed to
     establish a liability or require settlement between FNFI and the Group
     Member. Final payment between FNFI and the Group Member is to be made only
     in accordance with the terms set forth in paragraphs (d) and (e) of this
     section.

(d)  FNFI shall deposit or deduct cash or other admitted assets in the amount of
     the benefit or liability, respectively, attributable to Group Member into
     or from the Group Member's cash management accounts, based upon the final
     calculation of the member's taxable income or net operating loss included
     in the consolidated return.

     To help assure the Group Member's enforceable right to recoup federal
     income taxes in the event of future net losses, an escrow account
     consisting of assets eligible as an investment to Group Member shall be
     established and maintained by FNFI in an amount equal to the excess of the
     amount paid by Group Member to FNFI for federal income taxes over the
     actual payment made by FNFI to the Internal Revenue Service.

     Such escrow assets may be released to FNFI from the escrow account at such
     time as the permissible period for carrybacks has elapsed.

(e)  In no event is settlement, as defined under paragraph (d) of this Section,
     to occur any later than on or before thirty (30) days after the earlier of
     these two dates:

     i)   the actual date the consolidated return is filed; or

     ii)  the maximum extended due date for the consolidated return as then
          permitted under the Internal Revenue Code.

                            V. TERM AND TERMINATION

(a)  This Agreement shall be effective and applicable to each party's taxable
     year, or short taxable year, beginning with the year the member first
     becomes a part of the FNFI affiliated group and each taxable year
     thereafter.

(b)  This Agreement may be amended at any time by mutual agreement or for cause.
     All amendments, unless designated as prospective to January 1 of the
     following taxable year,


                                       4



     signed during a taxable year are effective as of January 1 of such taxable
     year of amendment.

(c)  This Agreement may only be terminated by mutual agreement or for cause. If
     a party desires to terminate the Agreement for cause, that party must
     provide at least six (6) months written notice specifying the nature of the
     other party's material breach of the Agreement. This Agreement shall
     terminate if the other party has not taken reasonable action to remedy its
     breach of the Agreement within such six (6) month period. Any action to
     dispute such termination, in accordance with the procedure described in
     Article VI of this Agreement, shall extend this Agreement beyond such six
     (6) month period, provided the party disputing the proposed termination has
     initiated an action pursuant to that Article within such six (6) month
     period.

(d)  This Agreement shall be terminated if (a) the parties agree in writing to
     such termination; (b) membership in the affiliated group or consolidated
     group ceases or is terminated for any reason whatsoever; or (c) the
     affiliated group fails to file a consolidated return for any taxable year.

(e)  Notwithstanding the termination of the Agreement, its provisions will
     remain in effect with respect to any period of time during the tax year in
     which termination occurs, for which the income of the terminating party
     must be included in the consolidated return.

                                  VI. DISPUTES

(a)  Any dispute between the parties shall be explained in writing and submitted
     to the other party if it cannot be resolved through informal discussion.
     The party receiving a complaint shall provide a written response within
     ninety (90) days.

(b)  If the party is not satisfied with that response, the dispute will be
     submitted to binding arbitration in accordance with the rules and
     regulations of the American Arbitration Association.

                         VII. MISCELLANEOUS PROVISIONS

(a)  The terms, covenants, conditions, and provisions of this Agreement replace
     all prior Agreements relating to the subject matter of this Agreement as of
     the effective date of this Agreement.

(b)  The terms, covenants, conditions, and provisions of this Agreement shall be
     binding upon and inure to the benefit of the parties, their successors and
     assigns. Neither party shall assign its rights or delegate its obligations
     under this Agreement without the express written consent of the other
     party, which consent shall not be unreasonably withheld.

(c)  This Agreement contains the entire agreement between the parties, and any
     representations or agreements, oral or otherwise, between the parties not
     embodied in or attached to this Agreement shall have no force and effect
     unless in writing and signed by the parties.


                                       5



(d)  Neither party shall be deemed to be in violation of this Agreement if it is
     prevented from performing any of its obligations hereunder for any reasons
     beyond its control, including without limitation, acts of God or of the
     public enemy, flood or storm, strikes, statutes or regulations, rule or
     action or any Federal, State or Local government, or any agency thereof.

(e)  Any waiver by either party for the violation of any provision of this
     Agreement shall not bar an action for subsequent violations of the
     Agreement.

(f)  This Agreement shall be governed by New York law.

(g)  This Agreement is intended for the exclusive benefit of the parties hereto
     and their respective successors and assigns. Nothing contained in this
     Agreement shall be construed as creating any rights or benefits in any
     third party.

(h)  The captions of the various sections of this Agreement are for purposes of
     identification and are not to be considered as part of the text when
     construing this Agreement.

(i)  The unenforceability or invalidity of any provision of this Agreement shall
     not affect the enforceability and validity of the remainder of this
     Agreement.

(j)  If any provision to the Agreement is rendered or declared to be invalid or
     unenforceable by applicable statues, regulations or decisions by a court of
     competent jurisdiction, the remaining provisions shall remain in full force
     and effect unless the severance of that provision shall substantially
     deprive the parties of the benefit of their bargain. The FNFI tax
     department shall be responsible for reviewing and preparing amendments to
     the Agreement as may be appropriate to comply with such statute,
     regulation, or court decision.

(k)  FNFI, by entering into and performing its obligations to this Agreement,
     does not assume, either implicitly or explicitly, any of the Group Member's
     existing or future obligations, liabilities, or debts to any third party.

(l)  All notices required by this Agreement shall be in writing, sent by
     certified mail, effective upon receipt, and sent to the following address:

                             TO: FNFI Tax Department

                                 -------------------------
                                 Santa Barbara, CA 93105

     or to such other address as may be designated by notice given during the
     term of this Agreement by one party to the other.


                                       6



IN WITNESS WHEREOF, the parties have executed this Agreement intending to be
bound from and after

                                        Fidelity National Financial Inc.


                                        BY: /s/
                                            ------------------------------------
                                        TITLE: Authorized Officer


                                        Fidelity National Title Insurance
                                        Company of New York


                                        BY: /s/
                                            ------------------------------------
                                        TITLE: Authorized Officer


                                        National Title Insurance of New York,
                                        Inc.


                                        BY: /s/
                                            ------------------------------------
                                        TITLE: Authorized Officer


                                       7

                                                                   EXHIBIT 10.25

                             ISSUING AGENCY CONTRACT

This Issuing Agency Contract ("Contract") is made and entered into this 22nd of
July 2004, by and between Chicago Title Insurance Company, a Missouri
corporation ("Principal") and Chicago Title Company of Alameda County (to be
known as LSI Title Company, name change pending) a California Corporation
("Agent").

In consideration of the promises and the mutual covenants herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Principal and Agent agree as follows:

1.   APPOINTMENT OF AGENT. Principal hereby appoints Agent as a policy issuing
     agent of Principal for the sole purpose of issuing title insurance
     commitments, policies, endorsements and other title assurances approved by
     Principal and by all required regulatory agencies, now in existence or
     hereafter developed, relating to real property located in all counties of
     the State of California ("geographic area") in accordance with the terms of
     this Contract. During the term of this Contract, pertaining to the
     geographic area:

     A.   Agent shall issue title insurance commitments, policies and
          endorsements of Principal and any other title insurance company

     B.   Principal or its affiliates and subsidiaries shall have, and do
          retain, the right to appoint other agents; and

     C.   Principal and its affiliates or subsidiaries shall have, and do
          retain, the right to service directly any customer, and Principal or
          its affiliates or subsidiaries may, without limitation, do any of the
          following:

          (i)  issue directly, from any of its offices, or from any location
               nationwide, commitments, policies, endorsements, or any other
               title assurance or evidence, search or real estate information
               product, or any other product whatsoever, now in existence or
               hereafter developed (all of the foregoing are hereafter
               collectively referred to as "Information"):

          (ii) purchase or otherwise obtain from any source any search data or
               Information.

2.   CONTRACT TERM. The term of this Contract shall be three (3) years,
     commencing on August 1, 2004; provided however that Agent shall not issue
     any title insurance commitments, policies and endorsements of Principal in
     any county in the geographic area until Agent is duly licensed as an
     underwritten title company by the Department of Insurance of the state of
     California for such county. Unless either party gives written notice to the
     other of its election to terminate this Contract at least thirty (30) days
     prior to the expiration of the then current term, this Contract shall be
     automatically extended for an additional term or terms of three (3) year(s)
     each. Notwithstanding the foregoing, either party hereto may terminate this
     Contract with 30 days prior written notice to the other party.

3.   DUTIES OF PRINCIPAL. Principal shall:

     A.   Furnish Agent forms of commitments, policies, endorsements and other
          forms required for transacting Agent's title insurance business.

     B.   Furnish Agent guidelines and instructions for transacting Agent's
          title insurance business.

     C.   Resolve all risk assumption questions submitted by Agent.

     D.   Arrange for reinsurance where required, to the extent such reinsurance
          is available.



4.   DUTIES OF AGENT. Agent shall:

     A.   Receive and process applications for title insurance in a timely,
          prudent and ethical manner with due regard to recognized title
          insurance underwriting practices and in accordance with Principal's
          bulletins, manuals and other instructions of Principal.

     B.   Base each policy issued on behalf of Principal upon a determination of
          insurability of title that includes

          (i)  a search from earliest public records or in accordance with
               Principal's written instructions; and

          (ii) an examination of all documents affecting title to the subject
               property.

     C.   Supply, at Agent's expense, office space and qualified personnel for
          conducting business pursuant to this Contract by the date of execution
          of this Contract.

     D.   Prepare, preserve and maintain in Agent's possession a separate file
          for each application for title insurance containing all documents upon
          which Agent relied to make its determination of insurability,
          including, but not limited to: affidavits, maps, plats, lien waivers,
          surveys, title reports, searches, examinations, and work sheets,
          together with a copy of each commitment, policy, endorsement and other
          title assurance issued as well as closing statements, disbursement
          worksheets, copies of all checks disbursed and receipted, deposit
          slips, escrow agreements and any other instruments or documents
          executed or created at Closing. Pertaining to Agents files:

          (i)  Title thereto shall remain with Agent. Upon termination of this
               Contract, Agent shall allow Principal to copy, at Principal's
               cost and expense, Agent's files. Agent hereby grants to Principal
               the right to enter upon the premises of Agent or other locations
               where such files are maintained, during business hours, for
               purposes of recovering possession thereof;

          (ii) In the event Agent ceases to engage in the title insurance
               business, title to such files shall vest in Principal, and Agent
               shall deliver said files to Principal immediately upon
               termination of this Contact. Agent hereby grants to Principal the
               right to enter upon the premises of Agent or other locations
               where such said files are maintained, during business hours, for
               purposes of recovering possession thereof.

          (iii) In the event Agent sells, transfer or conveys its title
               insurance operations or any interest therein to a third party,
               Principal shall have the right to copy such files, and the right
               to copy shall survive any sale, transfer or encumbrance of
               Agent's title insurance operations or an interest therein. Agent
               hereby grants to Principal the right to enter upon the premises
               of Agent or other locations where said title files are
               maintained, during business hours, for purposes of making a
               reproduction thereof.

     E.   Report to Principal, as hereafter set forth, by sending to Principal
          any one of the following:

          (i)  a copy of each policy, endorsement and other title assurance
               issued by Agent; or

          (ii) a voucher containing information regarding each policy,
               endorsement and other title assurance issued by Agent, as
               instructed by Principal; or

          (iii) information regarding each policy, endorsement and other title
               assurance issued by Agent, in magnetic or electronic format, as
               instructed by Principal.



     F.   Maintain a policy register in a form approved by Principal showing the
          disposition of all policies and other pre-numbered forms furnished by
          Principal. Upon request by Principal, Agent shall furnish a statement
          accounting for all such forms and shall return all spoiled, obsolete
          or canceled policies and forms to Principal. Agent shall safely
          maintain and store all forms furnished by Principal and hereby assumes
          liability for loss or damage suffered by Principal by reason of
          Agent's wrongful or negligent use or storage of such forms.

     G.   Provide Principal annually copies of annual financial statements of
          the agency and an updated Information Affidavit, such financial
          statements to be kept confidential by Principal.

     H.   Perform such services and render such assistance as Principal may
          reasonably request in connection with any claim or litigation arising
          from a commitment, policy, endorsement or other title assurance issued
          by Agent or by Principal on behalf of Agent or on account of any
          conduct of Agent, whether such claim or litigation is instituted
          during the term of this Contract or following termination thereof. In
          addition, Agent shall promptly forward to Principal:

          (i)  all documents received by Agent in which Principal is a party to
               judicial proceedings:

          (ii) all written complaints or inquiries made to any regulatory agency
               regarding transactions involving title insurance policies,
               endorsements, commitments or other title assurances of Principal;

          (iii) any information alleging a claim involving a policy, commitment,
               endorsement or other title assurance of Principal or a
               transaction for which Principal may be liable: and

          (iv) all original documentation and work papers associated with the
               transaction or conduct giving rise to any claim or complaint.

     I.   In those instances where Agent closes real estate transactions and
          receives and disburses funds of others, Agent shall

          (a)  maintain said funds safely in accounts fully insured by an agency
               of the Federal Government and in accordance with applicable state
               laws;

          (b)  maintain separate from Agent's personal or operating accounts all
               funds received by Agent from any source in connection with
               transaction(s) in which Principal's title insurance is involved;

          (c)  disburse such funds only for the purposes for which they were
               entrusted;

          (d)  maintain an escrow ledger for each title insurance order
               involving fiduciary funds, which ledger shall separately reflect
               the escrow activity for each order;

          (e)  maintain a control account showing total fiduciary liability for
               each escrow bank account; and

          (f)  reconcile monthly the control account and ledger records to the
               monthly bank statement.

     J.   Comply with all applicable laws and regulations relating to the
          conduct of Agent's business.

     K.   Comply with all bulletins, manuals and other instructions furnished to
          Agent in writing, by facsimile or other electronic transmission by
          Principal. If any reasonable doubt exists with regard to the
          insurability or marketability of title or as to whether a particular
          risk is extra-ordinary or extra-hazardous, Agent shall contact
          Principal or Principal's designated underwriting counsel for guidance
          and approval.



     L.   The parties hereto acknowledge that Agent is not an agent of Principal
          for purposes of conducting a Closing, as defined in Paragraph 7H
          hereof; however, because Principal may he subject to allegations of
          liability for acts of Agent with regard to Agent's settlement or
          escrow business. Agent shall cooperate with Principal in the
          performance of audits of Agent's escrow records, accounts and
          procedures. In addition, Agent agrees to provide to Principal, within
          thirty (30) days following receipt, a copy of any audit conducted by
          any accounting firm with respect to Agent's escrow records, accounts
          or procedures.

     M.   Timely furnish the insured with a title insurance policy and other
          title assurances Agent is obligated to issue.

     N.   Maintain in confidence the terms and conditions of this Contract.

     O.   Neither Agent nor any affiliate shall pay any commission for the
          solicitation or negotiation of any services constituting the business
          of title insurance, other than the payment of commissions, incentive
          compensation, or bonuses with respect to full-time salaried employees
          based on any such employees' level of production of any services
          constituting the business of title insurance. If Agent or, where
          applicable, its affiliates makes any such payments to full-time
          salaried employees, Agent or affiliate shall maintain adequate records
          detailing the conditions to receipt of any commission, incentive
          compensation, or bonus, the recipient thereof, and the amount paid. No
          employee of Agent shall, directly or indirectly, pay or offer to pay,
          either directly or indirectly, any part of his or her compensation to
          any person or entity defined in California Insurance Code section
          12404, as an inducement for or as compensation for any title insurance
          business or any escrow or other title business.

5.   RATES AND REMITTANCES. Attached hereto and made a part hereof is a Schedule
     of Rates and Remittances or Rider. Agent shall quote, charge and collect
     the Rates set forth therein and shall report and remit to Principal
     premiums as set forth therein.

6.   INSURANCE AND SECURITY MEASURES.

     A.   Agent shall immediately obtain and keep in full force, at Agent's
          expense, during the term of this Contract, Title Insurance Agent's
          Errors and Omissions Policy with opinion of title coverage, with an
          insurance company acceptable to Principal in a sum of not less than
          $1,000,000. Agent will submit a copy of the policies to Principal
          within 14 days of the effective date of this Contract, and Agent
          agrees to furnish Principal annually with a copy of such policies and
          any renewals thereof and any other evidence that Principal may deem
          necessary to demonstrate compliance with this provision. Agent hereby
          assigns to Principal, Principal's legal representatives and assigns,
          all sums claims, demands and causes of action of whatsoever kind, that
          Agent may have against Agent's Errors and Omissions insurance company,
          in connection with all claims arising out of the actions of Agent, its
          employees, agents, independent contractors and subcontractors which
          fall within the scope of this Paragraph 6 and the Contract hereof.

     B.   The parties hereby adopt and incorporate by reference the California
          Land Title Association's Account Review Processes and Oversight and
          Internal Control Guidelines for Title Insurance Companies, Agencies,
          and Approved Attorneys, and Employee Affidavit, a copy of which is
          attached hereto as SCHEDULE A and is incorporated herein by this
          reference.

7.   LIMITATIONS ON AGENT'S AUTHORITY. Agent shall not, without prior written
     approval of Principal:

     A.   Commit Principal to a risk in excess of One Million Five Hundred
          Thousand Dollars ($1,500,000.00). This limit shall include not only
          the commitment, policy, endorsement and/or other title assurance
          immediately being issued, but also risks where



          (i)  Agent knows or has reason to believe that additional title
               insurance will be ordered covering substantially the same real
               property; or

          (ii) the aggregate liability will exceed the referenced limit, such as
               condominium and time share projects (hereafter referred to as the
               "Risk Limit").

     B.   Commit Principal to insure a title involving a risk which, if
          disclosed to Principal, would have been determined to be
          extra-ordinary or extra-hazardous, or which Agent knew or could have
          discovered, through the exercise of reasonable diligence, to have been
          based upon a disputed title. The provisions hereunder shall apply
          notwithstanding the fact that the dollar amount of the transaction or
          the risk is less than the Risk Limit set forth in Paragraph 7A hereof.

     C.   Alter the printed language of any commitment, policy, endorsement or
          other form furnished by Principal, or commit Principal to any
          particular interpretation of the terms or provisions thereof or issue
          any policy, endorsement or other title assurance which has not been
          approved for use by all required state regulatory agencies and by
          Principal.

     D.   Adjust or otherwise settle or attempt to settle any claim for loss for
          which Principal may become liable or engage counsel to represent
          Principal or the insured.

     E.   Accept service of process on Principal. Agent shall immediately notify
          Principal of any attempted service of process upon Agent for
          Principal. Agent shall also immediately notify Principal of any matter
          that is or may become a claim against Principal of which Agent has
          knowledge.

     F.   Incur bills or debts chargeable to Principal.

     G.   Commit Principal to a risk with respect to a transaction in which
          Agent, a member of Agent's immediate family, a partner, member or
          shareholder of Agent or a member of the immediate family of a partner,
          member or shareholder of Agent has or will have a legal or an
          equitable interest.

     H.   Handle escrow funds or conduct a Closing, as hereafter defined, of a
          transaction in which Agent, a member of Agent's immediate family, a
          partner, member or shareholder of Agent or a member of the immediate
          family of a partner, member or shareholder of Agent has or will have a
          legal or an equitable interest. The term "Closing" as used in this
          Contract shall mean: the handling and disbursement of settlement funds
          or the providing of settlement services.

     I.   Insure or commit to insure any property for an amount other than the
          fair market value of the estate or interest to be insured or the
          amount of the mortgage or portion thereof and other indebtedness
          secured thereby to be insured.

     J.   Neither Agent nor any Affiliated Attorney of Agent will represent any
          insured as against the interests of Principal. The term "Affiliated
          Attorney" as used herein shall mean any attorney who is an employee,
          associate, member, shareholder, or partner of Agent or any law firm
          that owns any legal or beneficial interest in Agent.

8.   LIABILITY OF AGENT. Agent shall be liable to and agrees to indemnify and to
     save harmless Principal for all attorney's fees, court costs,
     administrative and other expenses and loss or aggregate of losses resulting
     from any one or more of the following:

     A.   Errors or omissions in any commitment, policy, endorsement or other
          title assurance which were disclosed by the application, by the
          abstracting. examination or other work papers or which were known to
          Agent or which, in the exercise of due diligence, should have been
          known to Agent;



     B.   Errors and/or omissions in any commitment, policy, endorsement or
          other title assurance caused by the abstracting or examination of
          title by Agent, Agent's employees, Agent's subcontractors or Agent's
          independent contractors;

     C.   Failure of any title insurance commitment, policy, endorsement or
          other title assurance to correctly reflect the status of title, the
          description of the insured real property or the vesting of title;

     D.   Failure of Agent, its officers and employees to comply with the terms
          of this Contract or with the guidelines, regulations or instructions
          given to Agent by Principal:

     E.   Any improper Closing or attempted Closing by Agent, Agent's employees,
          Agent's subcontractors or Agent's independent contractors, including
          but not limited to:

          (i)  loss or misapplication of customer funds, documents, or any other
               thing of value entrusted to Agent in any custodial or fiduciary
               capacity resulting in loss to Principal;

          (ii) failure to disburse properly or close in accordance with escrow
               and/or closing instructions;

          (iii) misappropriation of escrow or closing funds by Agent, its
               officers, subcontractors or employees;

          (iv) any loss pursuant to an Insured Closing Letter issued by
               Principal on behalf of Agent; or

          (v)  failure to disburse immediately available funds.

     F.   Issuance of a commitment, policy, endorsement or other title assurance
          insuring an extra-ordinary risk, extra-hazardous risk, or a risk Agent
          knew or should have know to be based upon a disputed title, not
          approved by Principal in advance of the issuance by Agent of documents
          committing Principal to insure.

     G.   Any act or failure to act by Agent or its employees, officers, agents,
          independent contractors or subcontractors which results in allegations
          of liability with respect to Principal or which results in Principal
          being liable for punitive, contractual or extra-contractual damages.

     H.   Assessment of a fine against Principal by the State Department of
          Insurance or the entity which supervises title insurance as a result
          of Agent's violation of any regulations of the State Department of
          Insurance or State laws or regulations applicable to title insurance.

     I.   Failure of Agent to timely furnish insured with a title policy which
          Agent is obligated to issue.

     Agent agrees to immediately notify its fidelity bond carrier or errors and
     omissions insurance carrier of any claim for which Agent may be liable to
     Principal.

9.   TERMINATION OF ISSUING AGENCY CONTRACT. Notwithstanding anything the
     contrary herein, this Contract may be terminated in the event any one of
     the following events of default should occur:

     A.   Agent fails to report policies or remit premiums in accordance with
          the provisions hereof said default continues for the applicable cure
          period;

     B.   Agent materially deviates from the guidelines, instructions or escrow
          accounting standards of Principal furnished to Agent;

     C.   Either party hereto fails to perform any of the other material
          provisions, covenants or conditions of this Contract on its part to be
          performed;



     D.   A petition under the United States Bankruptcy Code is filed by or
          against either party hereto;

     E.   A supervisor, conservator or receiver is appointed for either party
          hereto or for substantially all of the assets of said party;

     F.   Agent ceases to engage in the abstract and title insurance agency
          business or Agent's license to engage in the abstract and title
          insurance business is revoked or suspended;

     G.   There is a change in the senior management of Agent, and Agent fails
          to secure prior written approval of Principal;

     H.   There is a change of more than 50% of the ownership of the Agent, and
          Agent fails to secure prior written approval of Principal;

     I.   The loss ratio during any calendar year, as herein defined, arising
          from policies issued by Agent, equals or exceeds fifty percent (50%);

     J.   Agent, or any of its partners, shareholders, members or principals is
          convicted of a felony offense, is disbarred or is suspended from the
          practice of law or is determined by administrative proceedings or
          otherwise to have acted in violation of state or federal laws
          governing title insurance or activities related thereto.

     Upon the occurrence of an event of default, the non-defaulting party may
     terminate this Contract, upon the expiration of thirty (30) days from the
     date of written notice of default to the defaulting party and the
     defaulting party's failure to cure. Notwithstanding the foregoing, upon the
     occurrence of an event of default as described in Paragraph 9D or 9E, this
     Contract shall automatically terminate without notice. Upon the occurrence
     of an event of default as described in Paragraph 9B, 9F or 11, this
     Contract may be terminated by Principal immediately upon delivery of
     written notice to Agent.

     Upon expiration or termination of this Contract, Agent shall immediately
     furnish to Principal a true, correct and complete accounting of all
     remittances due hereunder, all orders involving Principal's title
     assurances which have not closed, all orders involving Principal's title
     assurances which have closed but for which no policy has been issued and
     all commitments, policies, endorsements and other title assurances of
     Principal which have been issued but not reported to Principal. Agent shall
     also provide Principal access to all forms and all files relating to
     commitments, policies and other title assurances of Principal. Agent shall
     promptly make an accounting of and deliver to Principal all unused title
     insurance forms, manuals, advertising, promotional materials, other
     supplies exhibiting Principal's name or any variation thereof and all other
     supplies furnished by Principal to Agent, except those which Principal
     authorizes Agent to retain for purposes of completing pending transactions.

     If Principal terminates this Contract as provided for herein, Principal
     shall at the same time give notice of the termination to the California
     Insurance Commissioner.

10.  EXAMINATION OF RECORDS. Agent agrees to provide to Principal access for
     examination purposes at any reasonable time or times to all files, books
     and accounts and other records of Agent relating to the business carried on
     hereunder and relating to the Closing of transactions involving a
     commitment to issue Principal's title assurances. Such right of examination
     may also be exercised after termination of this Contract.

11.  ADVERTISING. Agent agrees that it will not use the trade name, trade mark
     or any variation thereof of Principal or any of its subsidiaries or
     affiliated entities on any of its advertising without the prior written
     approval of Principal.

12.  CLAIMS. If a policy claim is made to Agent, if Agent receives notice of a
     potential claim, or if Agent receives notice of litigation which may result
     in a claim, Agent shall, immediately, by facsimile



     transmission or overnight mail, give notice of same to Principal and shall
     lend all reasonable assistance, without charge to Principal, in
     investigating, adjusting or contesting said claim. Agent is not authorized
     to act as or to provide counsel in connection with said claim; however,
     Principal may seek Agent's assistance in the selection of counsel.

13.  NOTICES. Except as otherwise specifically set forth in this Contract, all
     notices, requests, demands and other communications hereunder shall be in
     writing and shall be deemed to have been duly given when delivered by hand
     or when mailed first class postage prepaid, certified or registered mail,
     return receipt requested:

     If to Principal, to: Chicago Title Insurance Company
                          4050 Calle Real, Suite 210
                          Santa Barbara, CA 93110
                          Attn.: Agency Department

     If to Agent, to:     LSI Title Company
                          4050 Calle Real
                          Santa Barbara, CA 93110

     or to such other address or addresses as each of the parties may
     communicate in writing to the other.

14.  NON-WAIVER BY PRINCIPAL. The failure of Principal to enforce strictly the
     performance by Agent of any provision of this Contract or to exercise any
     right or remedy following from Agent's breach of any condition herein or
     the acceptance by Principal of any payment, remittance or other performance
     during Agent's failure to perform or during Agent's breach shall not be
     deemed a waiver by Principal of its rights under this Contract as written
     and shall not be construed to be an amendment or modification of this
     Contract as written.

15.  ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Contract sets forth the entire
     understanding and agreement between the parties hereto with respect to the
     subject matter hereof. No terms, conditions, or warranties, other than
     those contained herein, and no amendments or modifications hereto shall be
     valid unless made in writing and signed by the parties hereto. This
     Contract supersedes all prior understandings of any kind, whether written
     or oral, with respect to the Contract and the subject matter hereof.

16.  ASSIGNMENT; BINDING EFFECT. This Contract is not assignable by Agent except
     upon written consent of Principal, and in any event shall be subject to the
     prior approval of the Missouri Department of Insurance so long as Agent and
     Principal are "affiliates" as defined in section 382.010 of the Missouri
     Statutes. This Contract is, however, binding on and inures to the benefit
     of any corporate successor, parent corporation, affiliate or wholly owned
     subsidiary of Principal. The duties and obligations of Agent and any
     signatory or guarantor hereunder shall survive any merger, consolidation,
     dissolution or change in ownership or structure of Agent.



17.  INVALID PROVISIONS. If any provision of this Contract or the other
     documents contemplated hereby is held to be illegal, invalid, or
     unenforceable under present or future laws, such provisions shall be fully
     severable; the appropriate documents shall be construed and enforced as if
     such illegal, invalid or unenforceable provision had never comprised a part
     hereof or thereto; and the remaining provisions hereof or thereof shall
     remain in full force and effect and shall not be affected by the illegal,
     invalid, or unenforceable provision. There shall be added automatically as
     a part hereof or thereto a provision as similar in terms to such illegal,
     invalid or unenforceable provision as may be possible and still be legal,
     valid and binding.

18.  GOVERNING LAW. This Contract shall be governed by and construed in
     accordance with the laws of the State of California.

19.  ATTORNEY'S FEES, COSTS, VENUE. If a legal action or other proceedings are
     brought for the enforcement of this Contract, or because of any alleged
     dispute, breach, default or misrepresentation in connection with any of the
     provisions of this Contract, the prevailing party shall be entitled to
     recover reasonable attorneys' fees, administrative costs and other costs
     incurred in that action or proceeding in addition to any other relief to
     which it may be entitled. In addition, in the event of a material breach by
     Agent, Principal shall be entitled to recover all costs and loss associated
     with resolving the matter giving rise to said material breach. Venue for
     any such proceeding shall be a location of Principal's choice.

20.  OTHER AGREEMENTS VOID. It is expressly understood and agreed by and between
     the parties hereto that this Contract sets forth all the promises,
     agreements, conditions and understandings between Principal and Agent with
     respect to this Contract and the subject matter hereof. Pertaining to such
     Contract, there are no promises, agreements, conditions or understandings,
     either oral or written, between them other than as are herein set forth.

21.  CONTRACT. The terms and conditions of this Contract shall apply only to
     Principal named herein and shall not apply to any company now or hereafter
     affiliated with Principal or with Principal's parent Chicago Title and
     Trust Company.

22.  SIGNATURES IN COUNTERPART. This Contract and any amendments or attachments
     thereto may be executed in one or more counterparts, each of which shall be
     construed together to form one contract.

IN WITNESS WHEREOF, this Contract is executed this 22nd day of July, 2004.

AGENT:

LSI Title Company


By: /s/ Donald E. Partington
    ---------------------------------
    Donald E. Partington
    Senior Vice President


PRINCIPAL:

Chicago Title Insurance Company


By: /s/ Richard L. Cox
    ---------------------------------
    Richard L. Cox
    Senior Vice President



                        RIDER TO ISSUING AGENCY CONTRACT

This Rider to Issuing Agency Contract (hereinafter referred to as "Rider") is
made by and between Chicago Title Insurance Company ("Principal") and LSI Title
Company ("Agent") in order to amend and modify the terms and provisions of that
certain Issuing Agency Contract dated July 22, 2004 and executed
contemporaneously herewith (the Issuing Agency Contract and this Rider are
hereinafter collectively referred to as the "Contract.")

                              RATES AND REMITTANCES

     1.   Attached hereto is the schedule of rates and remittances or manual for
          the area covered by this Contract. Agent shall quote, charge and
          collect said rates for each policy issued. Principal reserves the
          right to amend this schedule, at its discretion.

     2.   Principal will quote special rates on request for special or unusual
          situations.

     3.   For extraordinary or extra-hazardous risks and for extensions of
          policy coverage, Principal reserves the right to set and determine the
          charge.

     4.   For each commitment, policy and endorsement of Principal issued by
          Agent pursuant to this Contract, Agent shall report and remit seven
          percent (7%) of the rates set forth in Paragraph number "1" of this
          Rider.

     5.   For charges made pursuant to Paragraphs numbered "2" and "3" of this
          Rider, and orders referred to Agent by Principal, Agent shall remit an
          amount as shall be agreed upon between Principal and Agent.

     6.   Where Principal purchases reinsurance or excess coinsurance, a
          decision that rests solely with Principal, the division of the rates
          as herein provided shall be computed on the net amount remaining after
          deducting the costs thereof. Agent shall remit to Principal the cost
          of such reinsurance or coinsurance.

     7.   All payments required hereunder shall be directed to Principal as
          hereafter set forth: Remitted premiums, together with any remittance
          report or information required by the Contract, shall be delivered to
          Principal at the following address: Chicago Title Insurance Company,
          P.O. Box 95594, Chicago. IL 60694, Attn: Agency Accounting no later
          than thirty (30) days following the Effective Date, as hereinafter
          defined, of the title assurance. The Effective Date of any title
          assurance shall be the policy date set forth in Schedule A of the
          title insurance policy.

     8.   Compensation. Principal's compensation shall be the amount required to
          be remitted hereunder by Agent. Agent's compensation shall be the
          rates and charges herein required to be collected, less the amount
          remitted to Principal.

     Executed this 22nd day of July, 2004.

AGENT:                                  PRINCIPAL:

LSI Title Company                       Chicago Title Insurance Company


By: /s/ Donald E. Partington            By: /s/ Richard L. Cox
    ---------------------------------       ------------------------------------
    Donald E. Partington                    Richard L. Cox
    Senior Vice President                   Senior Vice President

                                                                   EXHIBIT 10.26

                             ISSUING AGENCY CONTRACT

This Issuing Agency Contract ("Contract") is made and entered into this 22nd of
July 2004, by and between Chicago Title Insurance Company, a Missouri
corporation ("Principal") and LSI Title Agency, Inc., an Illinois Corporation
("Agent").

In consideration of the promises and the mutual covenants herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Principal and Agent agree as follows:

1.   APPOINTMENT OF AGENT. Principal hereby appoints Agent as a policy issuing
     agent of Principal for the sole purpose of issuing title insurance
     commitments, policies, endorsements and other title assurances approved by
     Principal and by all required regulatory agencies, now in existence or
     hereafter developed, relating to real property located in all counties of
     the states listed on Exhibit "A" attached hereto ("geographic area") in
     accordance with the terms of this Contract. During the term of this
     Contract, pertaining to the geographic area:

     A.   Agent shall issue title insurance commitments, policies and
          endorsements of Principal and any other title insurance company

     B.   Principal or its affiliates and subsidiaries shall have, and do
          retain, the right to appoint other agents; and

     C.   Principal and its affiliates or subsidiaries shall have, and do
          retain, the right to service directly any customer, and Principal or
          its affiliates or subsidiaries may, without limitation, do any of the
          following:

          (i)  issue directly, from any of its offices, or from any location
               nationwide, commitments, policies, endorsements, or any other
               title assurance or evidence, search or real estate information
               product, or any other product whatsoever, now in existence or
               hereafter developed (all of the foregoing are hereafter
               collectively referred to as "Information"):

          (ii) purchase or otherwise obtain from any source any search data or
               Information.

2.   CONTRACT TERM. The term of this Contract shall be three (3) years,
     commencing on August 1, 2004; provided however that Agent shall not issue
     any title insurance commitments, policies and endorsements of Principal in
     any county or state in the geographic area until Agent is duly licensed to
     do so by the applicable regulatory body in such state or permitted to do so
     by applicable law or regulation of such state. Unless either party gives
     written notice to the other of its election to terminate this Contract at
     least thirty (30) days prior to the expiration of the then current term,
     this Contract shall be automatically extended for an additional term or
     terms of three (3) year(s) each. Notwithstanding the foregoing, either
     party hereto may terminate this Contract with 30 days prior written notice
     to the other party.


                                     Page 1



3.   DUTIES OF PRINCIPAL. Principal shall:

     A.   Furnish Agent forms of commitments, policies, endorsements and other
          form required for transacting Agent's title insurance business.

     B.   Furnish Agent guidelines and instructions for transacting Agent's
          title insurance business.

     C.   Resolve all risk assumption questions submitted by Agent.

     D.   Arrange for reinsurance where required, to the extent such reinsurance
          is available.

4.   DUTIES OF AGENT. Agent shall:

     A.   Receive and process applications for title insurance in a timely,
          prudent and ethical manner with due regard to recognized title
          insurance underwriting practices and in accordance with Principal's
          bulletins, manuals and other instructions of Principal.

     B.   Base each policy issued on behalf of Principal upon a determination of
          insurability of title that includes

          (i)  a search from earliest public records or in accordance with
               Principal's written instructions; and

          (ii) an examination of all documents affecting title to the subject
               property.

     C.   Supply, at Agent's expense, office space and qualified personnel for
          conducting business pursuant to this Contract by the date of execution
          of this Contract.

     D.   Prepare, preserve and maintain in Agent's possession a separate file
          for each application for title insurance containing all documents upon
          which Agent relied to make its determination of insurability,
          including, but not limited to: affidavits, maps, plats, lien waivers,
          surveys, title reports, searches, examinations, and work sheets,
          together with a copy of each commitment, policy, endorsement and other
          title assurance issued as well as closing statements, disbursement
          worksheets, copies of all checks disbursed and receipted, deposit
          slips, escrow agreements and any other instruments or documents
          executed or created at Closing. Pertaining to Agents files:

          (i)  Title thereto shall remain with Agent. Upon termination of this
               Contract, Agent shall allow Principal to copy, at Principal's
               cost and expense, Agent's files. Agent hereby grants to Principal
               the right to enter upon the premises of Agent or other locations
               where such files are maintained, during business hours, for
               purposes of recovering possession thereof;


                                     Page 2



          (ii) In the event Agent ceases to engage in the title insurance
               business, title to such files shall vest in Principal, and Agent
               shall deliver said files to Principal immediately upon
               termination of this Contract. Agent hereby grants to Principal
               the right to enter upon the premises of Agent or other locations
               where such said files are maintained, during business hours, for
               purposes of recovering possession thereof.

          (iii) In the event Agent sells, transfer or conveys its title
               insurance operations or any interest therein to a third party,
               Principal shall have the right to copy such files, and the right
               to copy shall survive any sale, transfer or encumbrance of
               Agent's title insurance operations or an interest therein. Agent
               hereby grants to Principal the right to enter upon the premises
               of Agent or other locations where said title files are
               maintained, during business hours, for purposes of making a
               reproduction thereof.

     E.   Report to Principal, as hereafter set forth, by sending to Principal
          any one of the following:

          (i)  a copy of each policy, endorsement and other title assurance
               issued by Agent; or

          (ii) a voucher containing information regarding each policy,
               endorsement and other title assurance issued by Agent, as
               instructed by Principal; or

          (iii) information regarding each policy, endorsement and other title
               assurance issued by Agent, in magnetic or electronic format, as
               instructed by Principal.

     F.   Maintain a policy register in a form approved by Principal showing the
          disposition of all policies and other pre-numbered forms furnished by
          Principal. Upon request by Principal, Agent shall furnish a statement
          accounting for all such forms and shall return all spoiled, obsolete
          or canceled policies and forms to Principal. Agent shall safely
          maintain and store all forms furnished by Principal and hereby assumes
          liability for loss or damage suffered by Principal by reason of
          Agent's wrongful or negligent use or storage of such forms.

     G.   Provide Principal annually copies of annual financial statements of
          the agency and an updated Information Affidavit, such financial
          statements to be kept confidential by Principal.

     H.   Perform such services and render such assistance as Principal may
          reasonably request in connection with any claim or litigation arising
          from a commitment, policy, endorsement or other title assurance issued
          by Agent or by Principal on behalf of Agent or on account of any
          conduct of Agent, whether such claim or litigation is instituted
          during the term of this Contract or following termination thereof. In
          addition, Agent shall promptly forward to Principal:


                                     Page 3



          (i)  all documents received by Agent in which Principal is a party to
               judicial proceedings;

          (ii) all written complaints or inquiries made to any regulatory agency
               regarding transactions involving title insurance policies,
               endorsements, commitments or other title assurances of Principal;

          (iii) any information alleging a claim involving a policy, commitment,
               endorsement or other title assurance of Principal or a
               transaction for which Principal may be liable; and

          (iv) all original documentation and work papers associated with the
               transaction or conduct giving rise to any claim or complaint.

     I.   In those instances where Agent closes real estate transactions and
          receives and disburses funds of others, Agent shall

          (a)  maintain said funds safely in accounts fully insured by an agency
               of the Federal Government and in accordance with applicable state
               laws;

          (b)  maintain separate from Agent's personal or operating accounts all
               funds received by Agent from any source in connection with
               transaction(s) in which Principal's title insurance is involved;

          (c)  disburse such funds only for the purposes for which they were
               entrusted;

          (d)  maintain an escrow ledger for each title insurance order
               involving fiduciary funds, which ledger shall separately reflect
               the escrow activity for each order;

          (e)  maintain a control account showing total fiduciary liability for
               each escrow bank account; and

          (f)  reconcile monthly the control account and ledger records to the
               monthly bank statement.

     J.   Comply with all applicable laws and regulations relating to the
          conduct of Agent's business.

     K.   Comply with all bulletins, manuals and other instructions furnished to
          Agent in writing, by facsimile or other electronic transmission by
          Principal. If any reasonable doubt exists with regard to the
          insurability or marketability of title or as to whether a particular
          risk is extra-ordinary or extra-hazardous, Agent shall contact
          Principal or Principal's designated underwriting counsel for guidance
          and approval.

     L.   The parties hereto acknowledge that Agent is not an agent of Principal
          for purposes of conducting a Closing, as defined in Paragraph 7H
          hereof; however,


                                     Page 4



          because Principal may be subject to allegations of liability for acts
          of Agent with regard to Agent's settlement or escrow business, Agent
          shall cooperate with Principal in the performance of audits of Agent's
          escrow records, accounts and procedures. In addition, Agent agrees to
          provide to Principal, within thirty (30) days following receipt, a
          copy of any audit conducted by any accounting firm with respect to
          Agent's escrow records, accounts or procedures.

     M.   Timely furnish the insured with a title insurance policy and other
          title assurances Agent is obligated to issue.

     N.   Maintain in confidence the terms and conditions of this Contract.

     O.   Neither Agent nor any affiliate shall pay any commission for the
          solicitation or negotiation of any services constituting the business
          of title insurance, other than the payment of commissions, incentive
          compensation, or bonuses with respect to full-time salaried employees
          based on any such employees' level of production of any services
          constituting the business of title insurance. If Agent or, where
          applicable, its affiliates makes any such payments to full-time
          salaried employees, Agent or affiliate shall maintain adequate records
          detailing the conditions to receipt of any commission, incentive
          compensation, or bonus, the recipient thereof, and the amount paid. No
          employee of Agent shall, directly or indirectly, pay or offer to pay,
          either directly or indirectly, any part of his or her compensation to
          any prohibited person or entity as an inducement for or as
          compensation for any title insurance business or any escrow or other
          title business.

5.   RATES AND REMITTANCES. Agent has been provided with a Schedule of Rates and
     Remittances for the geographic area. Agent shall quote, charge and collect
     the Rates set forth therein, as may be amended from time to time by
     Principal, and shall report and remit to Principal premiums as set forth
     therein.

6.   INSURANCE. Agent shall immediately obtain and keep in full force, at
     Agent's expense, during the term of this Contract:

     (i)  Title Insurance Agent's Errors and Omissions Policy with opinion of
          title coverage, with an insurance company acceptable to Principal in a
          sum of not less than $1,000,000; and

     (ii) Fidelity Insurance of $1,000,000 covering all officers, employees,
          shareholders, partners, members and other principals of Agent with a
          loss payee provision in favor of Principal.

     Agent will submit a copy of the policies to Principal within 14 days of the
     effective date of this Contract, and Agent agrees to furnish Principal
     annually with a copy of such policies and any renewals thereof and any
     other evidence that Principal may deem necessary to demonstrate compliance
     with this provision. Agent hereby assigns to Principal, Principal's legal
     representatives and assigns, all sums claims, demands and causes of action
     of whatsoever kind, that Agent may have against Agent's Errors and


                                     Page 5



     Omissions insurance company and against Agent's Fidelity insurance company,
     in connection with all claims arising out of the actions of Agent, its
     employees, agents, independent contractors and subcontractors which fall
     within the scope of this Paragraph 6 and the Contract hereof.

7.   LIMITATIONS ON AGENT'S AUTHORITY. Agent shall not, without prior written
     approval of Principal:

     A.   Commit Principal to a risk in excess of One Million Five Hundred
          Thousand Dollars ($1,500,000.00). This limit shall include not only
          the commitment, policy, endorsement and/or other title assurance
          immediately being issued, but also risks where

          (i)  Agent knows or has reason to believe that additional title
               insurance will be ordered covering substantially the same real
               property; or

          (ii) the aggregate liability will exceed the referenced limit, such as
               condominium and time share projects (hereafter referred to as the
               "Risk Limit").

     B.   Commit Principal to insure a title involving a risk which, if
          disclosed to Principal, would have been determined to be
          extra-ordinary or extra-hazardous, or which Agent knew or could have
          discovered, through the exercise of reasonable diligence, to have been
          based upon a disputed title. The provisions hereunder shall apply
          notwithstanding the fact that the dollar amount of the transaction or
          the risk is less than the Risk Limit set forth in Paragraph 7A hereof.

     C.   Alter the printed language of any commitment, policy, endorsement or
          other form furnished by Principal, or commit Principal to any
          particular interpretation of the terms or provisions thereof or issue
          any policy, endorsement or other title assurance which has not been
          approved for use by all required state regulatory agencies and by
          Principal.

     D.   Adjust or otherwise settle or attempt to settle any claim for loss for
          which Principal may become liable or engage counsel to represent
          Principal or the insured.

     E.   Accept service of process on Principal. Agent shall immediately notify
          Principal of any attempted service of process upon Agent for
          Principal. Agent shall also immediately notify Principal of any matter
          that is or may become a claim against Principal of which Agent has
          knowledge.

     F.   Incur bills or debts chargeable to Principal.

     G.   Commit Principal to a risk with respect to a transaction in which
          Agent, a member of Agent's immediate family, a partner, member or
          shareholder of Agent or a member of the immediate family of a partner,
          member or shareholder of Agent has or will have a legal or an
          equitable interest.


                                     Page 6



     H.   Handle escrow funds or conduct a Closing, as hereafter defined, of a
          transaction in which Agent, a member of Agent's immediate family, a
          partner, member or shareholder of Agent or a member of the immediate
          family of a partner, member or shareholder of Agent has or will have a
          legal or an equitable interest. The term "Closing" as used in this
          Contract shall mean: the handling and disbursement of settlement funds
          or the providing of settlement services.

     I.   Insure or commit to insure any property for an amount other than the
          fair market value of the estate or interest to be insured or the
          amount of the mortgage or portion thereof and other indebtedness
          secured thereby to be insured.

     J.   Neither Agent nor any Affiliated Attorney of Agent will represent any
          insured as against the interests of Principal. The term "Affiliated
          Attorney" as used herein shall mean any attorney who is an employee,
          associate, member, shareholder, or partner of Agent or any law firm
          that owns any legal or beneficial interest in Agent.

8.   LIABILITY OF AGENT. Agent shall be liable to and agrees to indemnify and to
     save harmless Principal for all attorney's fees, court costs,
     administrative and other expenses and loss or aggregate of losses resulting
     from any one or more of the following:

     A.   Errors or omissions in any commitment, policy, endorsement or other
          title assurance which were disclosed by the application, by the
          abstracting, examination or other work papers or which were known to
          Agent or which, in the exercise of due diligence, should have been
          known to Agent;

     B.   Errors and/or omissions in any commitment, policy, endorsement or
          other title assurance caused by the abstracting or examination of
          title by Agent, Agent's employees, Agent's subcontractors or Agent's
          independent contractors;

     C.   Failure of any title insurance commitment, policy, endorsement or
          other title assurance to correctly reflect the status of title, the
          description of the insured real property or the vesting of title;

     D.   Failure of Agent, its officers and employees to comply with the terms
          of this Contract or with the guidelines, regulations or instructions
          given to Agent by Principal;

     E.   Any improper Closing or attempted Closing by Agent, Agent's employees,
          Agent's subcontractors or Agent's independent contractors, including
          but not limited to:

          (i)  loss or misapplication of customer funds, documents, or any other
               thing of value entrusted to Agent in any custodial or fiduciary
               capacity resulting in loss to Principal;

          (ii) failure to disburse properly or close in accordance with escrow
               and/or closing instructions;


                                     Page 7



          (iii) misappropriation of escrow or closing funds by Agent, its
               officers, subcontractors or employees;

          (iv) any loss pursuant to an Insured Closing Letter issued by
               Principal on behalf of Agent; or

          (v)  failure to disburse immediately available funds.

     F.   Issuance of a commitment, policy, endorsement or other title assurance
          insuring an extra-ordinary risk, extra-hazardous risk, or a risk Agent
          knew or should have know to be based upon a disputed title, not
          approved by Principal in advance of the issuance by Agent of documents
          committing Principal to insure.

     G.   Any act or failure to act by Agent or its employees, officers, agents,
          independent contractors or subcontractors which results in allegations
          of liability with respect to Principal or which results in Principal
          being liable for punitive, contractual or extra-contractual damages.

     H.   Assessment of a fine against Principal by the State Department of
          Insurance or the entity which supervises title insurance as a result
          of Agent's violation of any regulations of the State Department of
          Insurance or State laws or regulations applicable to title insurance.

     I.   Failure of Agent to timely furnish insured with a title policy which
          Agent is obligated to issue. Agent agrees to immediately notify its
          fidelity bond carrier or errors and omissions insurance carrier of any
          claim for which Agent may be liable to Principal.

9.   TERMINATION OF ISSUING AGENCY CONTRACT. Notwithstanding anything the
     contrary herein, this Contract may be terminated in the event any one of
     the following events of default should occur:

     A.   Agent fails to report policies or remit premiums in accordance with
          the provisions hereof said default continues for the applicable cure
          period;

     B.   Agent materially deviates from the guidelines, instructions or escrow
          accounting standards of Principal furnished to Agent;

     C.   Either party hereto fails to perform any of the other material
          provisions, covenants or conditions of this Contract on its part to be
          performed;

     D.   A petition under the United States Bankruptcy Code is filed by or
          against either party hereto;

     E.   A supervisor, conservator or receiver is appointed for either party
          hereto or for substantially all of the assets of said party;


                                     Page 8



     F.   Agent ceases to engage in the abstract and title insurance agency
          business or Agent's license to engage in the abstract and title
          insurance business is revoked or suspended;

     G.   There is a change in the senior management of Agent, and Agent fails
          to secure prior written approval of Principal;

     H.   There is a change of more than 50% of the ownership of the Agent, and
          Agent fails to secure prior written approval of Principal;

     I.   The loss ratio during any calendar year, as herein defined, arising
          from policies issued by Agent, equals or exceeds fifty percent (50%);

     J.   Agent, or any of its partners, shareholders, members or principals is
          convicted of a felony offense, is disbarred or is suspended from the
          practice of law or is determined by administrative proceedings or
          otherwise to have acted in violation of state or federal laws
          governing title insurance or activities related thereto.

     Upon the occurrence of an event of default, the non-defaulting party may
     terminate this Contract, upon the expiration of thirty (30) days from the
     date of written notice of default to the defaulting party and the
     defaulting party's failure to cure. Notwithstanding the foregoing, upon the
     occurrence of an event of default as described in Paragraph 9D or 9E, this
     Contract shall automatically terminate without notice. Upon the occurrence
     of an event of default as described in Paragraph 9B, 9F or 11, this
     Contract may be terminated by Principal immediately upon delivery of
     written notice to Agent.

     Upon expiration or termination of this Contract, Agent shall immediately
     furnish to Principal a true, correct and complete accounting of all
     remittances due hereunder, all orders involving Principal's title
     assurances which have not closed, all orders involving Principal's title
     assurances which have closed but for which no policy has been issued and
     all commitments, policies, endorsements and other title assurances of
     Principal which have been issued but not reported to Principal. Agent shall
     also provide Principal access to all forms and all files relating to
     commitments, policies and other title assurances of Principal. Agent shall
     promptly make an accounting of and deliver to Principal all unused title
     insurance forms, manuals, advertising, promotional materials, other
     supplies exhibiting Principal's name or any variation thereof and all other
     supplies furnished by Principal to Agent, except those which Principal
     authorizes Agent to retain for purposes of completing pending transactions.

     If Principal terminates this Contract as provided for herein, Principal
     shall at the same time give notice of the termination to the Missouri
     Insurance Commissioner.

10.  EXAMINATION OF RECORDS. Agent agrees to provide to Principal access for
     examination purposes at any reasonable time or times to all files, books
     and accounts and other records of Agent relating to the business carried on
     hereunder and relating to the Closing of transactions involving a
     commitment to issue Principal's title assurances. Such right of examination
     may also be exercised after termination of this Contract.


                                     Page 9



11.  ADVERTISING. Agent agrees that it will not use the tradename, trade mark or
     any variation thereof of Principal or any of its subsidiaries or affiliated
     entities on any of its advertising without the prior written approval of
     Principal.

12.  CLAIMS. If a policy claim is made to Agent, if Agent receives notice of a
     potential claim, or if Agent receives notice of litigation which may result
     in a claim, Agent shall, immediately, by facsimile transmission or
     overnight mail, give notice of same to Principal and shall lend all
     reasonable assistance, without charge to Principal, in investigating,
     adjusting or contesting said claim. Agent is not authorized to act as or to
     provide counsel in connection with said claim; however, Principal may seek
     Agent's assistance in the selection of counsel.

13.  NOTICES. Except as otherwise specifically set forth in this Contract, all
     notices, requests, demands and other communications hereunder shall be in
     writing and shall be deemed to have been duly given when delivered by hand
     or when mailed first class postage prepaid, certified or registered mail,
     return receipt requested:

     If to Principal, to: Chicago Title Insurance Company
                          4050 Calle Real, Suite 210
                          Santa Barbara, CA 93110
                          Attn.: Agency Department

     If to Agent, to:     LSI Title Agency, Inc.
                          171 N. Clark St., 8th Floor
                          Chicago, Illinois 60601

     or to such other address or addresses as each of the parties may
     communicate in writing to the other.

14.  NON-WAIVER BY PRINCIPAL. The failure of Principal to enforce strictly the
     performance by Agent of any provision of this Contract or to exercise any
     right or remedy following from Agent's breach of any condition herein or
     the acceptance by Principal of any payment, remittance or other performance
     during Agent's failure to perform or during Agent's breach shall not be
     deemed a waiver by Principal of its rights under this Contract as written
     and shall not be construed to be an amendment or modification of this
     Contract as written.

15.  ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Contract sets forth the entire
     understanding and agreement between the parties hereto with respect to the
     subject matter hereof. No terms, conditions, or warranties, other than
     those contained herein, and no amendments or modifications hereto shall be
     valid unless made in writing and signed by the parties hereto. This
     Contract supersedes all prior understandings of any kind, whether written
     or oral, with respect to the Contract and the subject matter hereof.

16.  ASSIGNMENT; BINDING EFFECT. This Contract is not assignable by Agent except
     upon written consent of Principal, and in any event shall be subject to the
     prior approval of the Missouri Department of Insurance so long as Agent and
     Principal are "affiliates" as defined in section 382.010 of the Missouri
     Statutes. This Contract is, however, binding


                                    Page 10



     on and inures to the benefit of any corporate successor, parent
     corporation, affiliate or wholly owned subsidiary of Principal. The duties
     and obligations of Agent and any signatory or guarantor hereunder shall
     survive any merger, consolidation, dissolution or change in ownership or
     structure of Agent.

17.  INVALID PROVISIONS. If any provision of this Contract or the other
     documents contemplated hereby is held to be illegal, invalid, or
     unenforceable under present or future laws, such provisions shall be fully
     severable; the appropriate documents shall be construed and enforced as if
     such illegal, invalid or unenforceable provision had never comprised a part
     hereof or thereto; and the remaining provisions hereof or thereof shall
     remain in full force and effect and shall not be affected by the illegal,
     invalid, or unenforceable provision. There shall be added automatically as
     a part hereof or thereto a provision as similar in terms to such illegal,
     invalid or unenforceable provision as may be possible and still be legal,
     valid and binding.

18.  GOVERNING LAW. This Contract shall be governed by and construed in
     accordance with the laws of the State of Illinois.

19.  ATTORNEY'S FEES. COSTS. VENUE. If a legal action or other proceedings are
     brought for the enforcement of this Contract, or because of any alleged
     dispute, breach, default or misrepresentation in connection with any of the
     provisions of this Contract, the prevailing party shall be entitled to
     recover reasonable attorneys' fees, administrative costs and other costs
     incurred in that action or proceeding in addition to any other relief to
     which it may be entitled. In addition, in the event of a material breach by
     Agent, Principal shall be entitled to recover all costs and loss associated
     with resolving the matter giving rise to said material breach. Venue for
     any such proceeding shall be a location of Principal's choice.

20.  OTHER AGREEMENTS VOID. It is expressly understood and agreed by and between
     the parties hereto that this Contract sets forth all the promises,
     agreements, conditions and understandings between Principal and Agent with
     respect to this Contract and the subject matter hereof. Pertaining to such
     Contract, there are no promises, agreements, conditions or understandings,
     either oral or written, between them other than as are herein set forth.

21.  CONTRACT. The terms and conditions of this Contract shall apply only to
     Principal named herein and shall not apply to any company now or hereafter
     affiliated with Principal or with Principal's parent Chicago Title and
     Trust Company.

22.  SIGNATURES IN COUNTERPART. This Contract and any amendments or attachments
     thereto may be executed in one or more counterparts, each of which shall be
     construed together to form one contract.


                                    Page 11



IN WITNESS WHEREOF, this Contract is executed this 22nd day of July, 2004.

AGENT:

LSI Title Agency, Inc.


By: /s/ Donald E. Partington
    ---------------------------------
    Donald E. Partington
    Senior Vice President


PRINCIPAL:

Chicago Title Insurance Company


By: /s/ Richard L. Cox
    ---------------------------------
    Richard L. Cox
    Senior Vice President


                                    Page 12



                        RIDER TO ISSUING AGENCY CONTRACT

This Rider to Issuing Agency Contract (hereinafter referred to as "Rider") is
made by and between Chicago Title Insurance Company ("Principal") and LSI Title
Agency, Inc. ("Agent") in order to amend and modify the terms and provisions of
that certain Issuing Agency Contract dated July 22, 2004 and executed
contemporaneously herewith (the Issuing Agency Contract and this Rider are
hereinafter collectively referred to as the "Contract.")

     RATES AND REMITTANCES

1.   Attached hereto is the schedule of rates and remittances or manual for the
     area covered by this Contract. Agent shall quote, charge and collect said
     rates for each policy issued. Principal reserves the right to amend this
     schedule, at its discretion.

2.   Principal will quote special rates on request for special or unusual
     situations.

3.   For extraordinary or extra-hazardous risks and for extensions of policy
     coverage, Principal reserves the right to set and determine the charge.

4.   For each commitment, policy and endorsement of Principal issued by Agent
     pursuant to this Contract, Agent shall report and remit that portion of
     premiums collected in each jurisdiction as set forth in EXHIBIT B.

5.   For charges made pursuant to Paragraphs numbered "2" and "3" of this Rider,
     and orders referred to Agent by Principal, Agent shall remit an amount as
     shall be agreed upon between Principal and Agent.

6.   Where Principal purchases reinsurance or excess coinsurance, a decision
     that rests solely with Principal, the division of the rates as herein
     provided shall be computed on the net amount remaining after deducting the
     costs thereof. Agent shall remit to Principal the cost of such reinsurance
     or coinsurance.

7.   All payments required hereunder shall be directed to Principal as hereafter
     set forth: Remitted premiums, together with any remittance report or
     information required by the Contract, shall be delivered to Principal at
     the following address: Chicago Title Insurance Company, P.O. Box 95594,
     Chicago, IL 60694, Attn: Agency Accounting no later than thirty (30) days
     following the Effective Date, as hereinafter defined, of the title
     assurance. The Effective Date of any title assurance shall be the policy
     date set forth in Schedule A of the title insurance policy.

8.   Compensation. Principal's compensation shall be the amount required to be
     remitted hereunder by Agent. Agent's compensation shall be the rates and
     charges herein required to be collected, less the amount remitted to
     Principal.


                                    Page 13



Executed this 22nd day of July, 2004.

AGENT:                                  PRINCIPAL:

LSI Title Agency, Inc.                  Chicago Title Insurance Company


By: /s/ Donald E. Partington            By: /s/ Richard L. Cox
    ---------------------------------       ------------------------------------
    Donald E. Partington                    Richard L. Cox
    Senior Vice President                   Senior Vice President


                                    Page 14

                                                                   EXHIBIT 10.27

                             ISSUING AGENCY CONTRACT

This Issuing Agency Contract ("Contract") is made and entered into this 22nd of
July 2004, by and between Chicago Title Insurance Company, a Missouri
corporation ("Principal") and Lender's Service Title Agency, Inc., an Ohio
Corporation ("Agent").

In consideration of the promises and the mutual covenants herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Principal and Agent agree as follows:

1.   APPOINTMENT OF AGENT. Principal hereby appoints Agent as a policy issuing
     agent of Principal for the sole purpose of issuing title insurance
     commitments, policies, endorsements and other title assurances approved by
     Principal and by all required regulatory agencies, now in existence or
     hereafter developed, relating to real property located in all counties of
     the states listed on Exhibit A attached hereto ("geographic area") in
     accordance with the terms of this Contract. During the term of this
     Contract, pertaining to the geographic area:

     A.   Agent shall issue title insurance commitments, policies and
          endorsements of Principal and any other title insurance company;

     B.   Principal or its affiliates and subsidiaries shall have, and do retain
          the right to appoint other agents; and

     C.   Principal and its affiliates or subsidiaries shall have, and do
          retain, the right to service directly any customer, and Principal or
          its affiliates or subsidiaries may, without limitation, do any of the
          following:

          (i)  issue directly, from any of its offices, or from any location
               nationwide, commitments, policies, endorsements, or any other
               title assurance or evidence, search or real estate information
               product, or any other product whatsoever, now in existence or
               hereafter developed (all of the foregoing are hereafter
               collectively referred to as "Information");

          (ii) purchase or otherwise obtain from any source any search data or
               Information.

2.   CONTRACT TERM. The term of this Contract shall be three (3) years
     commencing on August 1, 2004; provided however that Agent shall not issue
     any title insurance commitments, policies and endorsements of Principal in
     any county or state in the geographic area until Agent is duly licensed to
     do so by the applicable regulatory body in such state or permitted to do so
     by applicable law or regulation of such state. Unless either party gives
     written notice to the other of its election to terminate this Contract at
     least thirty (30) days prior to the expiration of the then current term,
     this Contract shall be automatically extended for an additional term or
     terms of three (3) year each. Notwithstanding the foregoing either party
     hereto may terminate this Contract with 30 days prior written notice to the
     other party.


                                     Page 1



3.   DUTIES OF PRINCIPAL. Principal shall:

     A.   Furnish Agent forms of commitments, policies, endorsements and other
          forms required for transacting Agent's title insurance business.

     B.   Furnish Agent guidelines and instructions for transacting Agent's
          title insurance business.

     C.   Resolve all risk assumption questions submitted by Agent.

     D.   Arrange for reinsurance where required, to the extent such reinsurance
          is available.

4.   DUTIES OF AGENT. Agent shall:

     A.   Receive and process applications for title insurance in a timely,
          prudent and ethical manner with due regard to recognized title
          insurance underwriting practices and in accordance with Principal's
          bulletins, manuals and other instructions of Principal.

     B.   Base each policy issued on behalf of Principal upon a determination of
          insurability of title that includes

          (i)  a search from earliest public records or in accordance with
               Principal's written instructions; and

          (ii) an examination of all documents affecting title to the subject
               property.

     C.   Supply, at Agent's expense, office space and qualified personnel for
          conducting business pursuant to this Contract by the date of execution
          of this Contract.

     D.   Prepare, preserve and maintain in Agent's possession a separate file
          for each application for title insurance containing all documents upon
          which Agent relied to make its determination of insurability,
          including, but not limited to: affidavits, maps, plats, lien waivers,
          surveys, title reports, searches, examinations, and work sheets,
          together with a copy of each commitment, policy, endorsement and other
          title assurance issued as well as closing statements, disbursement
          worksheets, copies of all checks disbursed and receipted, deposit
          slips, escrow agreements and any other instruments or documents
          executed or created at Closing. Pertaining to Agents files:

          (i)  Title thereto shall remain with Agent. Upon termination of this
               Contract, Agent shall allow Principal to copy, at Principal's
               cost and expense, Agent's files. Agent hereby grants to Principal
               the right to enter upon the premises of Agent or other locations
               where such files are maintained, during business hours, for
               purposes of recovering possession thereof;


                                     Page 2



          (ii) In the event Agent ceases to engage in the title insurance
               business, title to such files shall vest in Principal, and Agent
               shall deliver said files to Principal immediately upon
               termination of this Contract. Agent hereby grants to Principal
               the right to enter upon the premises of Agent or other locations
               where such said files are maintained. during business hours, for
               purposes of recovering possession thereof.

          (iii) In the event Agent sells, transfer or conveys its title
               insurance operations or any interest therein to a third party,
               Principal shall have the right to copy such files, and the right
               to copy shall survive any sale, transfer or encumbrance of
               Agent's title insurance operations or an interest therein. Agent
               hereby grants to Principal the right to enter upon the premises
               of Agent or other locations where said title files are
               maintained, during business hours, for purposes of making a
               reproduction thereof.

     E.   Report to Principal, as hereafter set forth, by sending to Principal
          any one of the following:

          (i)  a copy of each policy, endorsement and other title assurance
               issued by Agent: or

          (ii) a voucher containing information regarding each policy,
               endorsement and other title assurance issued by Agent, as
               instructed by Principal: or

          (iii) information regarding each policy, endorsement and other title
               assurance issued by Agent, in magnetic or electronic format, as
               instructed by Principal.

     F.   Maintain a policy register in a form approved by Principal showing the
          disposition of all policies and other pre-numbered forms furnished by
          Principal. Upon request by Principal, Agent shall furnish a statement
          accounting for all such forms and shall return all spoiled, obsolete
          or canceled policies and forms to Principal. Agent shall safely
          maintain and store all forms furnished by Principal and hereby assumes
          liability for loss or damage suffered by Principal by reason of
          Agent's wrongful or negligent use or storage of such forms.

     G.   Provide Principal annually copies of annual financial statements of
          the agency and an updated Information Affidavit, such financial
          statements to be kept confidential by Principal.

     H.   Perform such services and render such assistance as Principal may
          reasonably request in connection with any claim or litigation arising
          from a commitment, policy, endorsement or other title assurance issued
          by Agent or by Principal on behalf of Agent or on account of any
          conduct of Agent, whether such claim or litigation is instituted
          during the term of this Contract or following termination thereof. In
          addition, Agent shall promptly forward to Principal:


                                     Page 3



          (i)  all documents received by Agent in which Principal is a party to
               judicial proceedings;

          (ii) all written complaints or inquiries made to any regulatory agency
               regarding transactions involving title insurance policies,
               endorsements, commitments or other title assurances of Principal;

          (iii) any information alleging a claim involving a policy, commitment,
               endorsement or other title assurance of Principal or a
               transaction for which Principal may be liable: and

          (iv) all original documentation and work papers associated with the
               transaction or conduct giving rise to any claim or complaint.

     I.   In those instances where Agent closes real estate transactions and
          receives and disburses funds of others, Agent shall

          (a)  maintain said funds safely in accounts fully insured by an agency
               of the Federal Government and in accordance with applicable state
               laws;

          (b)  maintain separate from Agent's personal or operating accounts all
               funds received by Agent from any source in connection with
               transaction(s) in which Principal's title insurance is involved;

          (c)  disburse such funds only for the purposes for which they were
               entrusted:

          (d)  maintain an escrow ledger for each title insurance order
               involving fiduciary funds, which ledger shall separately reflect
               the escrow activity for each order;

          (e)  maintain a control account showing total fiduciary liability for
               each escrow bank account; and

          (f)  reconcile monthly the control account and ledger records to the
               monthly bank statement.

     J.   Comply with all applicable laws and regulations relating to the
          conduct of Agent's business.

     K.   Comply with all bulletins, manuals and other instructions furnished to
          Agent in writing, by facsimile or other electronic transmission by
          Principal. If any reasonable doubt exists with regard to the
          insurability or marketability of title or as to whether a particular
          risk is extra-ordinary or extra-hazardous, Agent shall contact
          Principal or Principal's designated underwriting counsel for guidance
          and approval.

     L.   The parties hereto acknowledge that Agent is not an agent of Principal
          for purposes of conducting a Closing, as defined in Paragraph 7H
          hereof; however,


                                     Page 4



          because Principal may be subject to allegations of liability for acts
          of Agent with regard to Agent's settlement or escrow business, Agent
          shall cooperate with Principal in the performance of audits of Agent's
          escrow records, accounts and procedures. In addition, Agent agrees to
          provide to Principal, within thirty (30) days following receipt, a
          copy of any audit conducted by any accounting firm with respect to
          Agent's escrow records, accounts or procedures.

     M.   Timely furnish the insured with a title insurance policy and other
          title assurances Agent is obligated to issue.

     N.   Maintain in confidence the terms and conditions of this Contract.

     O.   Neither Agent nor any affiliate shall pay any commission for the
          solicitation or negotiation of any services constituting the business
          of title insurance, other than the payment of commissions, incentive
          compensation, or bonuses with respect to full-time salaried employees
          based on any such employees' level of production of any services
          constituting the business of title insurance. If Agent or, where
          applicable, its affiliates makes any such payments to full-time
          salaried employees, Agent or affiliate shall maintain adequate records
          detailing the conditions to receipt of any commission, incentive
          compensation, or bonus, the recipient thereof, and the amount paid. No
          employee of Agent shall, directly or indirectly, pay or offer to pay,
          either directly or indirectly, any part of his or her compensation to
          any prohibited person or entity as an inducement for or as
          compensation for any title insurance business or any escrow or other
          title business.

5.   RATES AND REMITTANCES. Agent has been provided with a Schedule of Rates and
     Remittances for the geographic area. Agent shall quote, charge and collect
     the Rates set forth therein, as may be amended from time to time by
     Principal, and shall report and remit to Principal premiums as set forth
     therein.

6.   INSURANCE. Agent shall immediately obtain and keep in full force, at
     Agent's expense, during the term of this Contract:

          (i)  Title Insurance Agent's Errors and Omissions Policy with opinion
               of title coverage, with an insurance company acceptable to
               Principal in a sum of not less than $1,000,000; and

          (ii) Fidelity Insurance of $1,000,000 covering all officers,
               employees, shareholders, partners, members and other principals
               of Agent with a loss payee provision in favor of Principal.

     Agent will submit a copy of the policies to Principal within 14 days of the
     effective date of this Contract and Agent agrees to furnish Principal
     annually with a copy of such policies and any renewals thereof and any
     other evidence that Principal may deem necessary to demonstrate compliance
     with this provision. Agent hereby assigns to Principal, Principal's legal
     representatives and assigns, all sums claims, demands and causes of action
     of whatsoever kind, that Agent may have against Agent's Errors and


                                     Page 5



     Omissions insurance company and against Agent's Fidelity insurance company,
     in connection with all claims arising out of the actions of Agent, its
     employees, agents, independent contractors and subcontractors which fall
     within the scope of this Paragraph 6 and the Contract hereof.

7.   LIMITATIONS ON AGENT'S AUTHORITY. Agent shall not, without prior written
     approval of Principal:

     A.   Commit Principal to a risk in excess of One Million Five Hundred
          Thousand Dollars ($1,500,000.00). This limit shall include not only
          the commitment, policy, endorsement and/or other title assurance
          immediately being issued, but also risks where

          (i)  Agent knows or has reason to believe that additional title
               insurance will be ordered covering substantially the same real
               property; or

          (ii) the aggregate liability will exceed the referenced limit, such as
               condominium and time share projects (hereafter referred to as the
               "Risk Limit").

     B.   Commit Principal to insure a title involving a risk which, if
          disclosed to Principal, would have been determined to be
          extra-ordinary or extra-hazardous, or which Agent knew or could have
          discovered, through the exercise of reasonable diligence, to have been
          based upon a disputed title. The provisions hereunder shall apply
          notwithstanding the fact that the dollar amount of the transaction or
          the risk is .less than the Risk Limit set forth in Paragraph 7A
          hereof.

     C.   Alter the printed language of any commitment, policy, endorsement or
          other form furnished by Principal, or commit Principal to any
          particular interpretation of the terms or provisions thereof or issue
          any policy, endorsement or other title assurance which has not been
          approved for use by all required state regulatory agencies and by
          Principal.

     D.   Adjust or otherwise settle or attempt to settle any claim for loss for
          which Principal may become liable or engage counsel to represent
          Principal or the insured.

     E.   Accept service of process on Principal. Agent shall immediately notify
          Principal of any attempted service of process upon Agent for
          Principal. Agent shall also immediately notify Principal of any matter
          that is or may become a claim against Principal of which Agent has
          knowledge.

     F.   Incur bills or debts chargeable to Principal.

     G.   Commit Principal to a risk with respect to a transaction in which
          Agent, a member of Agent's immediate family, a partner, member or
          shareholder of Agent or a member of the immediate family of a partner,
          member or shareholder of Agent has or will have a legal or an
          equitable interest.


                                     Page 6



     H.   Handle escrow funds or conduct a Closing, as hereafter defined, of a
          transaction in which Agent, a member of Agent's immediate family, a
          partner, member or shareholder of Agent or a member of the immediate
          family of a partner, member or shareholder of Agent has or will have a
          legal or an equitable interest. The term "Closing" as used in this
          Contract shall mean: the handling and disbursement of settlement funds
          or the providing of settlement services.

     I.   Insure or commit to insure any property for an amount other than the
          fair market value of the estate or interest to be insured or the
          amount of the mortgage or portion thereof and other indebtedness
          secured thereby to be insured.

     J.   Neither Agent nor any Affiliated Attorney of Agent will represent any
          insured as against the interests of Principal. The term "Affiliated
          Attorney" as used herein shall mean any attorney who is an employee,
          associate, member, shareholder, or partner of Agent or any law firm
          that owns any legal or beneficial interest in Agent.

8.   LIABILITY OF AGENT. Agent shall be liable to and agrees to indemnify and to
     save harmless Principal for all attorney's fees, court costs,
     administrative and other expenses and loss or aggregate of losses resulting
     from any one or more of the following:

     A.   Errors or omissions in any commitment, policy, endorsement or other
          title assurance which were disclosed by the application, by the
          abstracting, examination or other work papers or which were known to
          Agent or which, in the exercise of due diligence, should have been
          known to Agent;

     B.   Errors and/or omissions in any commitment, policy, endorsement or
          other title assurance caused by the abstracting or examination of
          title by Agent, Agent's employees, Agent's subcontractors or Agent's
          independent contractors;

     C.   Failure of any title insurance commitment, policy, endorsement or
          other title assurance to correctly reflect the status of title, the
          description of the insured real property or the vesting of title:

     D.   Failure of Agent, its officers and employees to comply with the terms
          of this Contract or with the guidelines, regulations or instructions
          given to Agent by Principal;

     E.   Any improper Closing or attempted Closing by Agent, Agent's employees,
          Agent's subcontractors or Agent's independent contractors, including
          but not limited to:

          (i)  loss or misapplication of customer funds, documents, or any other
               thing of value entrusted to Agent in any custodial or fiduciary
               capacity resulting in loss to Principal;

          (ii) failure to disburse properly or close in accordance with escrow
               and or closing instructions;


                                     Page 7



          (iii) misappropriation of escrow or closing funds by Agent, its
               officers, subcontractors or employees;

          (iv) any loss pursuant to an Insured Closing Letter issued by
               Principal on behalf of Agent; or

          (v)  failure to disburse immediately available funds.

     F.   Issuance of a commitment, policy, endorsement or other title assurance
          insuring an extra-ordinary risk, extra-hazardous risk, or a risk Agent
          knew or should have know to be based upon a disputed title, not
          approved by Principal in advance of the issuance by Agent of documents
          committing Principal to insure.

     G.   Any act or failure to act by Agent or its employees, officers, agents,
          independent contractors or subcontractors which results in allegations
          of liability with respect to Principal or which results in Principal
          being liable for punitive, contractual or extra-contractual damages.

     H.   Assessment of a fine against Principal by the State Department of
          Insurance or the entity which supervises title insurance as a result
          of Agent's violation of any regulations of the State Department of
          Insurance or State laws or regulations applicable to title insurance.

     I.   Failure of Agent to timely furnish insured with a title policy which
          Agent is obligated to issue.

     Agent agrees to immediately notify its fidelity bond carrier or errors and
     omissions insurance carrier of any claim for which Agent may be liable to
     Principal.

9.   TERMINATION OF ISSUING AGENCY CONTRACT. Notwithstanding anything the
     contrary herein, this Contract may be terminated in the event any one of
     the following events of default should occur:

     A.   Agent fails to report policies or remit premiums in accordance with
          the provisions hereof said default continues for the applicable cure
          period;

     B.   Agent materially deviates from the guidelines, instructions or escrow
          accounting standards of Principal furnished to Agent;

     C.   Either party hereto fails to perform any of the other material
          provisions, covenants or conditions of this Contract on its part to be
          performed;

     D.   A petition under the United States Bankruptcy Code is filed by or
          against either party hereto;

     E.   A supervisor, conservator or receiver is appointed for either party
          hereto or for substantially all of the assets of said party;


                                     Page 8



     F.   Agent ceases to engage in the abstract and title insurance agency
          business or Agent's license to engage in the abstract and title
          insurance business is revoked or suspended;

     G.   There is a change in the senior management of Agent, and Agent fails
          to secure prior written approval of Principal;

     H.   There is a change of more than 50% of the ownership of the Agent, and
          Agent fails to secure prior written approval of Principal;

     I.   The loss ratio during any calendar year, as herein defined, arising
          from policies issued by Agent, equals or exceeds fifty percent (50%);

     J.   Agent, or any of its partners, shareholders, members or principals is
          convicted of a felony offense, is disbarred or is suspended from the
          practice of law or is determined by administrative proceedings or
          otherwise to have acted in violation of state or federal laws
          governing title insurance or activities related thereto.

     Upon the occurrence of an event of default, the non-defaulting party may
     terminate this Contract, upon the expiration of thirty (30) days from the
     date of written notice of default to the defaulting party and the
     defaulting party's failure to cure. Notwithstanding the foregoing, upon the
     occurrence of an event of default as described in Paragraph 9D or 9E, this
     Contract shall automatically terminate without notice. Upon the occurrence
     of an event of default as described in Paragraph 9B, 9F or 11, this
     Contract may be terminated by Principal immediately upon delivery of
     written notice to Agent.

     Upon expiration or termination of this Contract, Agent shall immediately
     furnish to Principal a true, correct and complete accounting of all
     remittances due hereunder, all orders involving Principal's title
     assurances which have not closed, all orders involving Principal's title
     assurances which have closed but for which no policy has been issued and
     all commitments, policies, endorsements and other title assurances of
     Principal which have been issued but not reported to Principal. Agent shall
     also provide Principal access to all forms and all files relating to
     commitments, policies and other title assurances of Principal. Agent shall
     promptly make an accounting of and deliver to Principal all unused title
     insurance forms, manuals, advertising, promotional materials, other
     supplies exhibiting Principal's name or any variation thereof and all other
     supplies furnished by Principal to Agent, except those which Principal
     authorizes Agent to retain for purposes of completing pending transactions.

     If Principal terminates this Contract as provided for herein, Principal
     shall at the same time give notice of the termination to the Missouri
     Insurance Commissioner.

10.  EXAMINATION OF RECORDS. Agent agrees to provide to Principal access for
     examination purposes at any reasonable time or times to all files, books
     and accounts and other records of Agent relating to the business carried on
     hereunder and relating to the Closing of transactions involving a
     commitment to issue Principal's title assurances. Such right of examination
     may also be exercised after termination of this Contract.


                                     Page 9



11.  ADVERTISING. Agent agrees that it will not use the tradename, trade mark or
     any variation thereof of Principal or any of its subsidiaries or affiliated
     entities on any of its advertising without the prior written approval of
     Principal.

12.  CLAIMS. If a policy claim is made to Agent, if Agent receives notice of a
     potential claim, or if Agent receives notice of litigation which may result
     in a claim, Agent shall, immediately, by facsimile transmission or
     overnight mail, give notice of same to Principal and shall lend all
     reasonable assistance, without charge to Principal, in investigating,
     adjusting or contesting said claim. Agent is not authorized to act as or to
     provide counsel in connection with said claim; however, Principal may seek
     Agents assistance in the selection of counsel.

13.  NOTICES. Except as otherwise specifically set forth in this Contract, all
     notices, requests, demands and other communications hereunder shall be in
     writing and shall be deemed to have been duly given when delivered by hand
     or when mailed first class postage prepaid, certified or registered mail,
     return receipt requested:

     If to Principal, to: Chicago Title Insurance Company
                          4050 Calle Real, Suite 210
                          Santa Barbara, CA 93110
                          Attn.: Agency Department

     If to Agent, to:     Lender's Service Title Agency, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204

     or to such other address or addresses as each of the parties may
     communicate in writing to the other.

14.  NON-WAIVER BY PRINCIPAL. The failure of Principal to enforce strictly the
     performance by Agent of any provision of this Contract or to exercise any
     right or remedy following from Agent's breach of any condition herein or
     the acceptance by Principal of any payment, remittance or other performance
     during Agent's failure to perform or during Agent's breach shall not be
     deemed a waiver by Principal of its rights under this Contract as written
     and shall not be construed to be an amendment or modification of this
     Contract as written.

15.  ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Contract sets forth the entire
     understanding and agreement between the parties hereto with respect to the
     subject matter hereof. No terms, conditions, or warranties, other than
     those contained herein, and no amendments or modifications hereto shall be
     valid unless made in writing and signed by the parties hereto. This
     Contract supersedes all prior understandings of any kind, whether written
     or oral, with respect to the Contract and the subject matter hereof.

16.  ASSIGNMENT; BINDING EFFECT. This Contract is not assignable by Agent except
     upon written consent of Principal, and in any event shall be subject to the
     prior approval of the Missouri Department of Insurance so long as Agent and
     Principal are "affiliates" as defined in section 382.010 of the Missouri
     Statutes. This Contract is, however, binding


                                    Page 10



     on and inures to the benefit of any corporate successor, parent
     corporation, affiliate or wholly owned subsidiary of Principal. The duties
     and obligations of Agent and any signatory or guarantor hereunder shall
     survive any merger, consolidation, dissolution or change in ownership or
     structure of Agent.

17.  INVALID PROVISIONS. If any provision of this Contract or the other
     documents contemplated hereby is held to be illegal, invalid, or
     unenforceable under present or future laws, such provisions shall be fully
     severable; the appropriate documents shall be construed and enforced as if
     such illegal, invalid or unenforceable provision had never comprised a part
     hereof or thereto; and the remaining provisions hereof or thereof shall
     remain in full force and effect and shall not be affected by the illegal,
     invalid, or unenforceable provision. There shall be added automatically as
     a part hereof or thereto a provision as similar in terms to such illegal,
     invalid or unenforceable provision as may be possible and still be legal,
     valid and binding.

18.  GOVERNING LAW. This Contract shall be governed by and construed in
     accordance with the laws of the State of Illinois.

19.  ATTORNEY'S FEES, COSTS, VENUE. If a legal action or other proceedings are
     brought for the enforcement of this Contract, or because of any alleged
     dispute, breach, default or misrepresentation in connection with any of the
     provisions of this Contract, the prevailing party shall be entitled to
     recover reasonable attorneys' fees, administrative costs and other costs
     incurred in that action or proceeding in addition to any other relief to
     which it may be entitled. In addition, in the event of a material breach by
     Agent, Principal shall be entitled to recover all costs and loss associated
     with resolving the matter giving rise to said material breach. Venue for
     any such proceeding shall be a location of Principal's choice.

20.  OTHER AGREEMENTS VOID. It is expressly understood and agreed by and between
     the parties hereto that this Contract sets forth all the promises,
     agreements, conditions and understandings between Principal and Agent with
     respect to this Contract and the subject matter hereof. Pertaining to such
     Contract, there are no promises, agreements, conditions or understandings,
     either oral or written, between them other than as are herein set forth.

21.  CONTRACT. The terms and conditions of this Contract shall apply only to
     Principal named herein and shall not apply to any company now or hereafter
     affiliated with Principal or with Principal's parent Chicago Title and
     Trust Company.

22.  SIGNATURES IN COUNTERPART. This Contract and any amendments or attachments
     thereto may be executed in one or more counterparts, each of which shall be
     construed together to form one contract.


                                    Page 11



IN WITNESS WHEREOF, this Contract is executed this 22nd day of July, 2004.

AGENT:

Lender's Service Title Agency, Inc.


By: /s/ Donald E. Partington
    -----------------------------------
    Donald E. Partington
    Senior Vice President and Assistant
    Secretary


PRINCIPAL:

Chicago Title Insurance Company


By: /s/ Richard L. Cox
    -----------------------------------
    Richard L. Cox
    Senior Vice President


                                    Page 12



                        RIDER TO ISSUING AGENCY CONTRACT

This Rider to Issuing Agency Contract (hereinafter referred to as "Rider") is
made by and between Chicago Title Insurance Company ("Principal") and Lender's
Service Title Agency, Inc. ("Agent") in order to amend and modify the terms and
provisions of that certain Issuing Agency Contract dated July 22, 2004 and
executed contemporaneously herewith (the Issuing Agency Contract and this Rider
are hereinafter collectively referred to as the "Contract").

                              RATES AND REMITTANCES

1.   Attached hereto is the schedule of rates and remittances or manual for the
     area covered by this Contract. Agent shall quote, charge and collect said
     rates for each policy issued. Principal reserves the right to amend this
     schedule, at its discretion.

2.   Principal will quote special rates on request for special or unusual
     situations.

3.   For extraordinary or extra-hazardous risks and for extensions of policy
     coverage, Principal reserves the right to set and determine the charge.

4.   For each commitment, policy and endorsement of Principal issued by Agent
     pursuant to this Contract, Agent shall report and remit that portion of
     premiums collected in each jurisdiction as set forth in EXHIBIT B.

5.   For charges made pursuant to Paragraphs numbered "2" and "3" of this Rider,
     and orders referred to Agent by Principal, Agent shall remit an amount as
     shall be agreed upon between Principal and Agent.

6.   Where Principal purchases reinsurance or excess coinsurance, a decision
     that rests solely with Principal, the division of the rates as herein
     provided shall be computed on the net amount remaining after deducting the
     costs thereof. Agent shall remit to Principal the cost of such reinsurance
     or coinsurance.

7.   All payments required hereunder shall be directed to Principal as hereafter
     set forth: Remitted premiums, together with any remittance report or
     information required by the Contract, shall be delivered to Principal at
     the following address: Chicago Title Insurance Company, P.O. Box 95594,
     Chicago, IL 60694, Attn: Agency Accounting no later than thirty (30) days
     following the Effective Date, as hereinafter defined, of the title
     assurance. The Effective Date of any title assurance shall be the policy
     date set forth in Schedule A of the title insurance policy.

8.   Compensation. Principal's compensation shall be the amount required to he
     remitted hereunder by Agent. Agent's compensation l be the rates and
     charges herein required to be collected, less the amount remitted to
     Principal.


                                    Page 13



Executed this 22nd day of July, 2004.

AGENT:                                    AGENT:

Lender's Service Title Agency, Inc.       Chicago Title Insurance Company


By: /s/ Donald E. Partington              By: /s/ Richard L. Cox
    -----------------------------------       ----------------------------------
    Donald E. Partington                      Richard L. Cox
    Senior Vice President and                 Senior Vice President
    Assistant Secretary


                                    Page 14

                                                                   EXHIBIT 10.28

                             ISSUING AGENCY CONTRACT

This Issuing Agency Contract ("Contract") is made and entered into this 9th of
August 2004, by and between Chicago Title Insurance Company, a Missouri
corporation ("Principal") and LSI Alabama, LLC, an Alabama Limited Liability
Company ("Agent").

In consideration of the promises and the mutual covenants herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Principal and Agent agree as follows:

1.    APPOINTMENT OF AGENT. Principal hereby appoints Agent as a policy issuing
      agent of Principal for the sole purpose of issuing title insurance
      commitments, policies, endorsements and other title assurances approved by
      Principal and by all required regulatory agencies, now in existence or
      hereafter developed, relating to real property located in all counties of
      the State of Alabama ("geographic area") in accordance with the terms of
      this Contract; provided, however, that Agent will immediately cease and
      refrain from issuing any policies of Principal in any portion of the
      geographic area in which Principal informs Agent that Principal had, on
      the date indicated above, an exclusive agency agreement with another agent
      or agency. During the term of this Contract, pertaining to the geographic
      area:

      A.    Agent shall issue title insurance commitments, policies and
            endorsements of Principal and any other title insurance company

      B.    Principal or its affiliates and subsidiaries shall have, and do
            retain, the right to appoint other agents; and

      C.    Principal and its affiliates or subsidiaries shall have, and do
            retain, the right to service directly any customer, and Principal or
            its affiliates or subsidiaries may, without limitation, do any of
            the following:

            (i)   issue directly, from any of its offices, or from any location
                  nationwide, commitments, policies, endorsements, or any other
                  title assurance or evidence, search or real estate information
                  product, or any other product whatsoever, now in existence or
                  hereafter developed (all of the foregoing are hereafter
                  collectively referred to as "Information");

            (ii)  purchase or otherwise obtain from any source any search data
                  or Information.

2.    CONTRACT TERM. The term of this Contract shall be ten (10) years,
      commencing on August 9, 2004; provided however that Agent shall not issue
      any title insurance commitments, policies and endorsements of Principal in
      any county or state in the geographic area until Agent is duly licensed to
      do so by the applicable regulatory body in such state or permitted to do
      so by applicable law or regulation of such state. At any time after the
      initial five (5) years of this Contract, either party may give written
      notice to the other of its election to terminate this Contract with such
      termination to take effect at least five (5) years after delivery of the
      written notice. The term of this Contract shall be

                                     Page 1



      automatically extended beyond the initial ten (10) year term until (i)
      written notice is provided by either party and (ii) the term of the notice
      (which shall not be less than five (5) years) has expired. Notwithstanding
      the foregoing, either party hereto may terminate this Contract pursuant to
      Paragraph 9 hereof. Notwithstanding anything to the contrary herein, this
      Agreement shall be terminated following ninety (90) days' written request
      for such termination by the Missouri Department of Insurance in the event
      Principal is or has been placed under regulatory supervision.

3.    DUTIES OF PRINCIPAL. Principal shall:

      A.    Furnish Agent forms of commitments, policies, endorsements and other
            forms required for transacting Agent's title insurance business.

      B.    Furnish Agent guidelines and instructions for transacting Agent's
            title insurance business.

      C.    Resolve all risk assumption questions submitted by Agent.

      D.    Arrange for reinsurance where required, to the extent such
            reinsurance is available.

4.    DUTIES OF AGENT. Agent shall:

      A.    Receive and process applications for title insurance in a timely,
            prudent and ethical manner with due regard to recognized title
            insurance underwriting practices and in accordance with Principal's
            bulletins, manuals and other instructions of Principal.

      B.    Base each policy issued on behalf of Principal upon a determination
            of insurability of title that includes

            (i)   a search from earliest public records or in accordance with
                  Principal's written instructions; and

            (ii)  an examination of all documents affecting title to the subject
                  property.

      C.    Supply, at Agent's expense, office space and qualified personnel for
            conducting business pursuant to this Contract by the date of
            execution of this Contract.

      D.    Prepare, preserve and maintain in Agent's possession a separate file
            for each application for title insurance containing all documents
            upon which Agent relied to make its determination of insurability,
            including, but not limited to: affidavits, maps, plats, lien
            waivers, surveys, title reports, searches, examinations, and work
            sheets, together with a copy of each commitment, policy, endorsement
            and other title assurance issued as well as closing statements,
            disbursement worksheets, copies of all checks disbursed and
            receipted, deposit slips, escrow agreements and any other
            instruments or documents executed or created at Closing. Pertaining
            to Agent's files:

                                     Page 2



            (i)   Title thereto shall remain with Agent. Upon termination of
                  this Contract, Agent shall allow Principal to copy, at
                  Principal's cost and expense, Agent's files. Agent hereby
                  grants to Principal the right to enter upon the premises of
                  Agent or other locations where such files are maintained,
                  during business hours, for purposes of recovering possession
                  thereof;

            (ii)  In the event Agent ceases to engage in the title insurance
                  business, title to such files shall vest in Principal, and
                  Agent shall deliver said files to Principal immediately upon
                  termination of this Contract. Agent hereby grants to Principal
                  the right to enter upon the premises of Agent or other
                  locations where such said files are maintained, during
                  business hours, for purposes of recovering possession thereof.

            (iii) In the event Agent sells, transfers or conveys its title
                  insurance operations or any interest therein to a third party,
                  Principal shall have the right to copy such files, and the
                  right to copy shall survive any sale, transfer or encumbrance
                  of Agent's title insurance operations or an interest therein.
                  Agent hereby grants to Principal the right to enter upon the
                  premises of Agent or other locations where said title files
                  are maintained, during business hours, for purposes of making
                  a reproduction thereof.

      E.    Report to Principal, as hereafter set forth, by sending to Principal
            any one of the following:

            (i)   a copy of each policy, endorsement and other title assurance
                  issued by Agent; or

            (ii)  a voucher containing information regarding each policy,
                  endorsement and other title assurance issued by Agent, as
                  instructed by Principal; or

            (iii) information regarding each policy, endorsement and other title
                  assurance issued by Agent, in magnetic or electronic format,
                  as instructed by Principal.

      F.    Maintain a policy register in a form approved by Principal showing
            the disposition of all policies and other pre-numbered forms
            furnished by Principal. Upon request by Principal, Agent shall
            furnish a statement accounting for all such forms and shall return
            all spoiled, obsolete or canceled policies and forms to Principal.
            Agent shall safely maintain and store all forms furnished by
            Principal and hereby assumes liability for loss or damage suffered
            by Principal by reason of Agent's wrongful or negligent use or
            storage of such forms.

      G.    Provide Principal annually copies of annual financial statements of
            the agency and an updated Information Affidavit, such financial
            statements to be kept confidential by Principal.

      H.    Perform such services and render such assistance as Principal may
            reasonably request in connection with any claim or litigation
            arising from a commitment,

                                     Page 3



            policy, endorsement or other title assurance issued by Agent or by
            Principal on behalf of Agent or on account of any conduct of Agent,
            whether such claim or litigation is instituted during the term of
            this Contract or following termination thereof. In addition, Agent
            shall promptly forward to Principal:

            (i)   all documents received by Agent in which Principal is a party
                  to judicial proceedings;

            (ii)  all written complaints or inquiries made to any regulatory
                  agency regarding transactions involving title insurance
                  policies, endorsements, commitments or other title assurances
                  of Principal;

            (iii) any information alleging a claim involving a policy,
                  commitment, endorsement or other title assurance of Principal
                  or a transaction for which Principal may be liable; and

            (iv)  all original documentation and work papers associated with the
                  transaction or conduct giving rise to any claim or complaint.

      I.    In those instances where Agent closes real estate transactions and
            receives and disburses funds of others, Agent shall

            (a)   maintain said funds safely in accounts fully insured by an
                  agency of the Federal Government and in accordance with
                  applicable state laws;

            (b)   maintain separate from Agent's personal or operating accounts
                  all funds received by Agent from any source in connection with
                  transaction(s) in which Principal's title insurance is
                  involved;

            (c)   disburse such funds only for the purposes for which they were
                  entrusted;

            (d)   maintain an escrow ledger for each title insurance order
                  involving fiduciary funds, which ledger shall separately
                  reflect the escrow activity for each order;

            (e)   maintain a control account showing total fiduciary liability
                  for each escrow bank account; and

            (f)   reconcile monthly the control account and ledger records to
                  the monthly bank statement.

      J.    Comply with all applicable laws and regulations relating to the
            conduct of Agent's business.

      K.    Comply with all bulletins, manuals and other instructions furnished
            to Agent in writing, by facsimile or other electronic transmission
            by Principal. If any reasonable doubt exists with regard to the
            insurability or marketability of title or as to whether a particular
            risk is extra-ordinary or extra-hazardous, Agent shall

                                     Page 4



            contact Principal or Principal's designated underwriting counsel for
            guidance and approval.

      L.    The parties hereto acknowledge that Agent is not an agent of
            Principal for purposes of conducting a Closing, as defined in
            Paragraph 7H hereof; however, because Principal may be subject to
            allegations of liability for acts of Agent with regard to Agent's
            settlement or escrow business, Agent shall cooperate with Principal
            in the performance of audits of Agent's escrow records, accounts and
            procedures. In addition, Agent agrees to provide to Principal,
            within thirty (30) days following receipt, a copy of any audit
            conducted by any accounting firm with respect to Agent's escrow
            records, accounts or procedures.

      M.    Timely furnish the insured with a title insurance policy and other
            title assurances Agent is obligated to issue.

      N.    Maintain in confidence the terms and conditions of this Contract.

      O.    Neither Agent nor any affiliate shall pay any commission for the
            solicitation or negotiation of any services constituting the
            business of title insurance, other than the payment of commissions,
            incentive compensation, or bonuses with respect to full-time
            salaried employees based on any such employees' level of production
            of any services constituting the business of title insurance. If
            Agent or, where applicable, its affiliates makes any such payments
            to full-time salaried employees, Agent or affiliate shall maintain
            adequate records detailing the conditions to receipt of any
            commission, incentive compensation, or bonus, the recipient thereof,
            and the amount paid. No employee of Agent shall, directly or
            indirectly, pay or offer to pay, either directly or indirectly, any
            part of his or her compensation to any prohibited person or entity
            as an inducement for or as compensation for any title insurance
            business or any escrow or other title business.

5.    RATES AND REMITTANCES. Attached hereto and made a part hereof is a
      Schedule of Rates and Remittances or Rider. Agent shall quote, charge and
      collect the Rates set forth therein, as may be amended from time to time
      by Principal, and shall report and remit to Principal premiums as set
      forth therein.

6.    INSURANCE. Agent shall immediately obtain and keep in full force, at
      Agent's expense, during the term of this Contract:

            (i)   Title Insurance Agent's Errors and Omissions Policy with
                  opinion of title coverage, with an insurance company
                  acceptable to Principal in a sum of not less than $1,000,000
                  with, if reasonably available, a loss payee provision in favor
                  of Principal; and

            (ii)  Fidelity Insurance of $1,000,000 covering all officers,
                  employees, shareholders, partners, members and other
                  principals of Agent with a loss payee provision in favor of
                  Principal.

                                     Page 5



      Agent will submit a copy of the policies to Principal within 14 days of
      the effective date of this Contract, and Agent agrees to furnish Principal
      annually with a copy of such policies and any renewals thereof and any
      other evidence that Principal may deem necessary to demonstrate compliance
      with this provision. Agent hereby assigns to Principal, Principal's legal
      representatives and assigns, all sums claims, demands and causes of action
      of whatsoever kind, that Agent may have against Agents Errors and
      Omissions insurance company and against Agent's Fidelity insurance
      company, in connection with all claims arising out of the actions of
      Agent, its employees, agents, independent contractors and subcontractors
      which fall within the scope of this Paragraph 6 and the Contract hereof.

7.    LIMITATIONS ON AGENT'S AUTHORITY. Agent shall not, without prior written
      approval of Principal:

      A.    Commit Principal to a risk in excess of One Million Five Hundred
            Thousand Dollars ($1,500,000.00). This limit shall include not only
            the commitment, policy, endorsement and/or other title assurance
            immediately being issued, but also risks where

            (i)   Agent knows or has reason to believe that additional title
                  insurance will be ordered covering substantially the same real
                  property; or

            (ii)  the aggregate liability will exceed the referenced limit, such
                  as condominium and time share projects (hereafter referred to
                  as the "Risk Limit").

      B.    Commit Principal to insure a title involving a risk which, if
            disclosed to Principal, would have been determined to be
            extra-ordinary or extra-hazardous, or which Agent knew or could have
            discovered, through the exercise of reasonable diligence, to have
            been based upon a disputed title. The provisions hereunder shall
            apply notwithstanding the fact that the dollar amount of the
            transaction or the risk is less than the Risk Limit set forth in
            Paragraph 7A hereof.

      C.    Alter the printed language of any commitment, policy, endorsement or
            other form furnished by Principal, or commit Principal to any
            particular interpretation of the terms or provisions thereof or
            issue any policy, endorsement or other title assurance which has not
            been approved for use by all required state regulatory agencies and
            by Principal.

      D.    Adjust or otherwise settle or attempt to settle any claim for loss
            for which Principal may become liable or engage counsel to represent
            Principal or the insured.

      E.    Accept service of process on Principal. Agent shall immediately
            notify Principal of any attempted service of process upon Agent for
            Principal. Agent shall also immediately notify Principal of any
            matter that is or may become a claim against Principal of which
            Agent has knowledge.

                                     Page 6



      F.    Incur bills or debts chargeable to Principal.

      G.    Commit Principal to a risk with respect to a transaction in which
            Agent, a member of Agent's immediate family, a partner, member or
            shareholder of Agent or a member of the immediate family of a
            partner, member or shareholder of Agent has or will have a legal or
            an equitable interest.

      H.    Handle escrow funds or conduct a Closing, as hereafter defined, of a
            transaction in which Agent, a member of Agent's immediate family, a
            partner, member or shareholder of Agent or a member of the immediate
            family of a partner, member or shareholder of Agent has or will have
            a legal or an equitable interest. The term "Closing" as used in this
            Contract shall mean: the handling and disbursement of settlement
            funds or the providing of settlement services.

      I.    Insure or commit to insure any property for an amount other than the
            fair market value of the estate or interest to be insured or the
            amount of the mortgage or portion thereof and other indebtedness
            secured thereby to be insured.

      J.    Neither Agent nor any Affiliated Attorney of Agent will represent
            any insured as against the interests of Principal. The term
            "Affiliated Attorney" as used herein shall mean any attorney who is
            an employee, associate, member, shareholder, or partner of Agent or
            any law firm that owns any legal or beneficial interest in Agent.

8.    LIABILITY OF AGENT. Agent shall be liable to and agrees to indemnify and
      to save harmless Principal for all attorney's fees, court costs,
      administrative and other expenses and loss or aggregate of losses
      resulting from any one or more of the following:

      A.    Errors or omissions in any commitment, policy, endorsement or other
            title assurance which were disclosed by the application, by the
            abstracting, examination or other work papers or which were known to
            Agent or which, in the exercise of due diligence, should have been
            known to Agent;

      B.    Errors and/or omissions in any commitment, policy, endorsement or
            other title assurance caused by the abstracting or examination of
            title by Agent, Agent's employees, Agent's subcontractors or Agent's
            independent contractors;

      C.    Failure of any title insurance commitment, policy, endorsement or
            other title assurance to correctly reflect the status of title, the
            description of the insured real property or the vesting of title;

      D.    Failure of Agent, its officers and employees to comply with the
            terms of this Contract or with the guidelines, regulations or
            instructions given to Agent by Principal;

      E.    Any improper Closing or attempted Closing by Agent, Agent's
            employees, Agent's subcontractors or Agent's independent
            contractors, including but not limited to:

                                     Page 7



            (i)   loss or misapplication of customer funds, documents, or any
                  other thing of value entrusted to Agent in any custodial or
                  fiduciary capacity resulting in loss to Principal;

            (ii)  failure to disburse properly or close in accordance with
                  escrow and/or closing instructions;

            (iii) misappropriation of escrow or closing funds by Agent, its
                  officers, subcontractors or employees;

            (iv)  any loss pursuant to an Insured Closing Letter issued by
                  Principal on behalf of Agent; or

            (v)   failure to disburse immediately available funds.

      F.    Issuance of a commitment, policy, endorsement or other title
            assurance insuring an extra-ordinary risk, extra-hazardous risk, or
            a risk Agent knew or should have known to be based upon a disputed
            title, not approved by Principal in advance of the issuance by Agent
            of documents committing Principal to insure.

      G.    Any act or failure to act by Agent or its employees, officers,
            agents, independent contractors or subcontractors which results in
            allegations of liability with respect to Principal or which results
            in Principal being liable for punitive, contractual or
            extra-contractual damages.

      H.    Assessment of a fine against Principal by the State Department of
            Insurance or the entity which supervises title insurance as a result
            of Agent's violation of any regulations of the State Department of
            Insurance or State laws or regulations applicable to title
            insurance.

      I.    Failure of Agent to timely furnish insured with a title policy which
            Agent is obligated to issue.

      Agent agrees to immediately notify its fidelity bond carrier or errors and
      omissions insurance carrier of any claim for which Agent may be liable to
      Principal.

9.    TERMINATION OF ISSUING AGENCY CONTRACT. Notwithstanding anything to the
      contrary herein, this Contract may be terminated in the event any one of
      the following events of default should occur:

      A.    Agent fails to report policies or remit premiums in accordance with
            the provisions hereof said default continues for the applicable cure
            period;

      B.    Agent materially deviates from the guidelines, instructions or
            escrow accounting standards of Principal furnished to Agent;

      C.    Either party hereto fails to perform any of the other material
            provisions, covenants or conditions of this Contract on its part to
            be performed;

                                     Page 8



      D.    A petition under the United States Bankruptcy Code is filed by or
            against either party hereto;

      E.    A supervisor, conservator or receiver is appointed for either party
            hereto or for substantially all of the assets of said party;

      F.    Agent ceases to engage in the abstract and title insurance agency
            business or Agent's license to engage in the abstract and title
            insurance business is revoked or suspended;

      G.    There is a change in the senior management of Agent, and Agent fails
            to secure prior written approval of Principal;

      H.    There is a change of more than 50% of the ownership of the Agent,
            and Agent fails to secure prior written approval of Principal;

      I.    The loss ratio during any calendar year, as herein defined, arising
            from policies issued by Agent, equals or exceeds fifty percent
            (50%); or

      J.    Agent, or any of its partners, shareholders, members or principals
            is convicted of a felony offense, is disbarred or is suspended from
            the practice of law or is determined by administrative proceedings
            or otherwise to have acted in violation of state or federal laws
            governing title insurance or activities related thereto.

      Upon the occurrence of an event of default, the non-defaulting party may
      terminate this Contract, upon the expiration of thirty (30) days from the
      date of written notice of default to the defaulting party and the
      defaulting party's failure to cure. Notwithstanding the foregoing, upon
      the occurrence of an event of default as described in Paragraph 9D or 9E,
      this Contract shall automatically terminate without notice. Upon the
      occurrence of an event of default as described in Paragraph 9B, 9F or 11,
      this Contract may be terminated by Principal immediately upon delivery of
      written notice to Agent.

      Upon expiration or termination of this Contract, Agent shall immediately
      furnish to Principal a true, correct and complete accounting of all
      remittances due hereunder, all orders involving Principal's title
      assurances which have not closed, all orders involving Principal's title
      assurances which have closed but for which no policy has been issued and
      all commitments, policies, endorsements and other title assurances of
      Principal which have been issued but not reported to Principal. Agent
      shall also provide Principal access to all forms and all files relating to
      commitments, policies and other title assurances of Principal. Agent shall
      promptly make an accounting of and deliver to Principal all unused title
      insurance forms, manuals, advertising, promotional materials, other
      supplies exhibiting Principal's name or any variation thereof and all
      other supplies furnished by Principal to Agent, except those which
      Principal authorizes Agent to retain for purposes of completing pending
      transactions.

      If Principal terminates this Contract as provided for herein, Principal
      shall at the same time give notice of the termination to the Missouri
      Insurance Commissioner.

                                     Page 9



10.   EXAMINATION OF RECORDS. Agent agrees to provide to Principal access for
      examination purposes at any reasonable time or times to all files, books
      and accounts and other records of Agent relating to the business carried
      on hereunder and relating to the Closing of transactions involving a
      commitment to issue Principal's title assurances. Such right of
      examination may also be exercised after termination of this Contract.

11.   SHORTAGE OF FUNDS. In the event a shortage is revealed or discovered in
      Agent's accounts of funds entrusted to Agent by others or in the
      remittances due Principal hereunder, then Principal may declare
      immediately due and payable any debts owed by Agent, including any funds
      for which Principal may be responsible or have a liability therefor. On
      demand by Principal, Agent shall immediately make good the shortage.

12.   ADVERTISING. Agent agrees that it will not use the tradename, trade mark
      or any variation thereof of Principal or any of its subsidiaries or
      affiliated entities on any of its advertising without the prior written
      approval of Principal.

13.   CLAIMS. If a policy claim is made to Agent, if Agent receives notice of a
      potential claim, or if Agent receives notice of litigation which may
      result in a claim, Agent shall, immediately, by facsimile transmission or
      overnight mail, give notice of same to Principal and shall lend all
      reasonable assistance, without charge to Principal, in investigating,
      adjusting or contesting said claim. Agent is not authorized to act as or
      to provide counsel in connection with said claim; however, Principal may
      seek Agent's assistance in the selection of counsel.

14.   NOTICES. Except as otherwise specifically set forth in this Contract, all
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given when delivered by hand
      or when mailed first class postage prepaid, certified or registered mail,
      return receipt requested:

            If to Principal, to:    Chicago Title Insurance Company
                                    601 Riverside Avenue
                                    Jacksonville, FL 32204
                                    Attn.: Agency Department

            If to Agent, to:        LSI Alabama, LLC.
                                    171 N. Clark St., 8th Floor
                                    Chicago, Illinois 60601

or to such other address or addresses as each of the parties may communicate in
writing to the other.

15.   NON-WAIVER BY PRINCIPAL. The failure of Principal to enforce strictly the
      performance by Agent of any provision of this Contract or to exercise any
      right or remedy following from Agent's breach of any condition herein or
      the acceptance by Principal of any payment, remittance or other
      performance during Agent's failure to perform or during Agent's breach
      shall not be deemed a waiver by Principal of its rights under this
      Contract as written and shall not be construed to be an amendment or
      modification of this Contract as written.

                                     Page 10



16.   ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Contract sets forth the entire
      understanding and agreement between the parties hereto with respect to the
      subject matter hereof. No terms, conditions, or warranties, other than
      those contained herein, and no amendments or modifications hereto shall be
      valid unless made in writing and signed by the parties hereto. This
      Contract supersedes all prior understandings of any kind, whether written
      or oral, with respect to the Contract and the subject matter hereof.

17.   ASSIGNMENT; BINDING EFFECT. This Contract is not assignable by Agent
      except upon written consent of Principal, and in any event shall be
      subject to the prior approval of the Missouri Department of Insurance so
      long as Agent and Principal are "affiliates" as defined in section 382.010
      of the Missouri Statutes. This Contract is, however, binding on and inures
      to the benefit of any corporate successor, parent corporation, affiliate
      or wholly owned subsidiary of Principal. The duties and obligations of
      Agent and any signatory or guarantor hereunder shall survive any merger,
      consolidation, dissolution or change in ownership or structure of Agent.

18.   EXCLUSIVITY. Agent shall have no authority and will not undertake to,
      without the prior written consent of Principal, serve as a policy issuing
      agent for, or issue title insurance commitments, policies, endorsements or
      other title assurances relating to real property located in the geographic
      area on behalf of, any person or entity, other than Principal, Fidelity
      National Title Insurance Company, National Title Insurance of New York,
      Inc., or any other title insurance underwriter within the Fidelity
      National Financial, Inc. holding company system.

19.   INVALID PROVISIONS. If any provision of this Contract or the other
      documents contemplated hereby is held to be illegal, invalid, or
      unenforceable under present or future laws, such provisions shall be fully
      severable; the appropriate documents shall be construed and enforced as if
      such illegal, invalid or unenforceable provision had never comprised a
      part hereof or thereto; and the remaining provisions hereof or thereof
      shall remain in full force and effect and shall not be affected by the
      illegal, invalid, or unenforceable provision. There shall be added
      automatically as a part hereof or thereto a provision as similar in terms
      to such illegal, invalid or unenforceable provision as may be possible and
      still be legal, valid and binding.

20.   GOVERNING LAW. This Contract shall be governed by and construed in
      accordance with the laws of the State of California.

21.   ATTORNEY'S FEES; COSTS; VENUE. If a legal action or other proceedings are
      brought for the enforcement of this Contract, or because of any alleged
      dispute, breach, default or misrepresentation in connection with any of
      the provisions of this Contract, the prevailing party shall be entitled to
      recover reasonable attorneys' fees, administrative costs and other costs
      incurred in that action or proceeding in addition to any other relief to
      which it may be entitled. In addition, in the event of a material breach
      by Agent, Principal shall be entitled to recover all costs and loss
      associated with resolving the matter giving rise to said material breach.
      Venue for any such proceeding shall be a location of Principal's choice.

                                     Page 11



22.   OTHER AGREEMENTS VOID. It is expressly understood and agreed by and
      between the parties hereto that this Contract sets forth all the promises,
      agreements, conditions and understandings between Principal and Agent with
      respect to this Contract and the subject matter hereof. Pertaining to such
      Contract, there are no promises, agreements, conditions or understandings,
      either oral or written, between them other than as are herein set forth.

23.   CONTRACT. The terms and conditions of this Contract shall apply only to
      Principal named herein and shall not apply to any company now or hereafter
      affiliated with Principal or with Principal's parent, Chicago Title and
      Trust Company.

24.   SIGNATURES IN COUNTERPART. This Contract and any amendments or attachments
      thereto may be executed in one or more counterparts, each of which shall
      be construed together to form one contract.

                            [Signature page follows.]

                                     Page 12



IN WITNESS WHEREOF, this Contract is executed this 9th day of August, 2004.

AGENT:

LSI Alabama, LLC

By:   /s/ Donald E. Partington
      ----------------------------------------------
      Donald E. Partington
      Senior Vice President and Assistant Secretary

PRINCIPAL:

Chicago Title Insurance Company

By:   /s/ Richard Cox
      ----------------------------------------------
      Richard Cox
      Senior Vice President

                                     Page 13



                        RIDER TO ISSUING AGENCY CONTRACT

This Rider to Issuing Agency Contract (hereinafter referred to as "Rider") is
made by and between Chicago Title Insurance Company ("Principal") and LSI
Alabama, LLC ("Agent") in order to amend and modify the terms and provisions of
that certain Issuing Agency Contract dated August 9, 2004 and executed
contemporaneously herewith (the Issuing Agency Contract and this Rider are
hereinafter collectively referred to as the "Contract.")

              RATES, REMITTANCES, AND GENERAL LIABILITY LIMITATION

1.    Attached hereto is the schedule of rates and remittances or manual for the
      area covered by this Contract. Agent shall quote, charge and collect said
      rates for each policy issued. Principal reserves the right to amend this
      schedule, at its discretion.

2.    Principal will quote special rates on request for special or unusual
      situations.

3.    For extraordinary or extra-hazardous risks and for extensions of policy
      coverage, Principal reserves the right to set and determine the charge.

4.    For each commitment, policy and endorsement of Principal issued by Agent
      pursuant to this Contract, Agent shall report and remit twenty percent
      (20%) of the rates set forth in Paragraph number "1" of this Rider. If the
      Loss Percentage during any calendar year, as herein defined, arising from
      policies issued by Agent, equals or exceeds twenty percent (20%), Agent
      and Principal agree to review and adjust, in good faith, the remittance
      rate set forth in this paragraph and the general liability limit set forth
      in the Paragraph numbered "9" of this Rider. For the purposes of this
      paragraph, Loss Percentage shall mean the total losses incurred by
      Principal during a calendar year or portion thereof at the inception of
      this Agreement (including all costs and attorneys' fees paid, net of
      recoupment, plus claim-based reserves set during such period) divided by
      remittances received pursuant to this paragraph during the same calendar
      year or portion thereof at the inception of this Agreement, expressed as a
      percentage.

5.    For charges made pursuant to Paragraphs numbered "2" and "3" of this
      Rider, and orders referred to Agent by Principal, Agent shall remit an
      amount as shall be agreed upon between Principal and Agent.

6.    Where Principal purchases reinsurance or excess coinsurance, a decision
      that rests solely with Principal, the division of the rates as herein
      provided shall be computed on the net amount remaining after deducting the
      costs thereof. Agent shall remit to Principal the cost of such reinsurance
      or coinsurance.

7.    All payments required hereunder shall be directed to Principal as
      hereafter set forth: Remitted premiums, together with any remittance
      report or information required by the Contract, shall be delivered to
      Principal at the following address: Chicago Title Insurance Company, P.O.
      Box 95594, Chicago, IL 60694, Attn: Agency Accounting no later than thirty
      (30) days following the Effective Date, as hereinafter defined, of the
      title assurance. The Effective Date of any title assurance shall be the
      policy date set forth in Schedule A of the title insurance policy.

                                     Page 14



8.    Compensation. Principal's compensation shall be the amount required to be
      remitted hereunder by Agent. Agent's compensation shall be the rates and
      charges herein required to be collected, less the amount remitted to
      Principal. It is the Parties' mutual understanding and intent to maintain
      an annual weighted average compensation to Principal (and/or its
      affiliates) of twelve percent (12%) of the rates and charges required to
      be collected by Agent and its affiliates on a nationwide basis pursuant to
      all Issuing Agency Agreements in force between the Parties and/or their
      respective affiliates. The Parties hereto agree to assess on an annual
      basis the aggregate compensation of Principal and/or its affiliates under
      all such Issuing Agency Agreements, and to prospectively adjust the
      amounts remitted by Agent under one or more such Agreements in a good
      faith attempt to maintain the desired weighted average on a nationwide
      basis.

                  [Remainder of page intentionally left blank.]

                                     Page 15



9.    General Liability Limit of Agent: Subject to the provisions of Paragraph
      8, Agent shall be liable for the first portion of any Loss sustained or
      incurred by Principal as a result of the issuance of the Title Assurances
      by Agent in the following amount: $5,000.

Executed this 9th day of August, 2004.

AGENT:                                           PRINCIPAL :
LSI Alabama, LLC                                 Chicago Title Insurance Company

By: /s/ Donald E. Partington                     By: /s/ Richard Cox
    ------------------------                         ---------------
    Donald E. Partington                             Richard Cox
    Senior Vice President                            Senior Vice President
    and Assistant Secretary

                                     Page 16

                                                                   EXHIBIT 10.29

                             ISSUING AGENCY CONTRACT

This Issuing Agency Contract ("Contract") is made and entered into this 8th Day
of February 2005, by and between Chicago Title Insurance Company, a Missouri
corporation ("Principal") and LSI Title Company of Oregon, LLC, an Oregon
Limited Liability Company ("Agent").

In consideration of the promises and the mutual covenants herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Principal and Agent agree as follows:

1.    APPOINTMENT OF AGENT. Principal hereby appoints Agent as a policy issuing
      agent of Principal for the sole purpose of issuing title insurance
      commitments, policies, endorsements and other title assurances approved by
      Principal and by all required regulatory agencies, now in existence or
      hereafter developed, relating to real property located in all counties of
      the State of Oregon ("geographic area") in accordance with the terms of
      this Contract; provided, however that Agent will immediately cease and
      refrain from issuing any policies of Principal in any portion of the
      geographic area in which Principal informs Agent that Principal had, on
      the date indicated above, an exclusive agency agreement with another agent
      or agency. During the term of this Contract, pertaining to the geographic
      area:

      A.    Agent shall issue title insurance commitments, policies and
            endorsements of Principal and any other title insurance company;

      B.    Principal or its affiliates and subsidiaries shall have, and do
            retain, the right to appoint other agents; and

      C.    Principal and its affiliates or subsidiaries shall have, and do
            retain, the right to service directly any customer, and Principal or
            its affiliates or subsidiaries may, without limitation, do any of
            the following:

            (i)   issue directly, from any of its offices, or from any location
                  nationwide, commitments, policies, endorsements, or any other
                  title assurance or evidence, search or real estate information
                  product, or any other product whatsoever, now in existence or
                  hereafter developed (all of the foregoing are hereafter
                  collectively referred to as "Information");

            (ii)  purchase or otherwise obtain from any source any search data
                  or Information.

2.    CONTRACT TERM. The term of this Contract shall be ten (10) years,
      commencing on February 8, 2005; provided however that Agent shall not
      issue any title insurance commitments, policies and endorsements of
      Principal in any county or state in the geographic area until Agent is
      duly licensed to do so by the applicable regulatory body in such state or
      permitted to do so by applicable law or regulation of such state. At any
      time after the initial five (5) years of this Contract, either party may
      give written notice to the other of its election to terminate this
      Contract with such termination to take effect at least five (5) years
      after delivery of the written notice. The term of this Contract shall be

                                     Page 1



      automatically extended beyond the initial ten (10) year term until (i)
      written notice is provided by either party and (ii) the term of the notice
      (which shall not be less than five (5) years) has expired. Notwithstanding
      the foregoing, either party hereto may terminate this Contract pursuant to
      Paragraph 9 hereof. Notwithstanding anything to the contrary herein, this
      Agreement shall be terminated following ninety (90) days' written request
      for such termination by the Missouri Department of Insurance in the event
      Principal is or has been placed under regulatory supervision.

3.    DUTIES OF PRINCIPAL. Principal shall:

      A.    Furnish Agent forms of commitments, policies, endorsements and other
            forms required for transacting Agent's title insurance business.

      B.    Furnish Agent guidelines and instructions for transacting Agent's
            title insurance business.

      C.    Resolve all risk assumption questions submitted by Agent.

      D.    Arrange for reinsurance where required, to the extent such
            reinsurance is available.

4.    DUTIES OF AGENT. Agent shall:

      A.    Receive and process applications for title insurance in a timely,
            prudent and ethical manner with due regard to recognized title
            insurance underwriting practices and in accordance with Principal's
            bulletins, manuals and other instructions of Principal.

      B.    Base each policy issued on behalf of Principal upon a determination
            of insurability of title that includes

            (i)   a search from earliest public records or in accordance with
                  Principal's written instructions; and

            (ii)  an examination of all documents affecting title to the subject
                  property.

      C.    Supply, at Agent's expense, office space and qualified personnel for
            conducting business pursuant to this Contract by the date of
            execution of this Contract.

      D.    Prepare, preserve and maintain in Agent's possession a separate file
            for each application for title insurance containing all documents
            upon which Agent relied to make its determination of insurability,
            including, but not limited to: affidavits, maps, plats, lien
            waivers, surveys, title reports, searches, examinations, and work
            sheets, together with a copy of each commitment, policy, endorsement
            and other title assurance issued as well as closing statements,
            disbursement worksheets, copies of all checks disbursed and
            receipted, deposit slips, escrow agreements and any other
            instruments or documents executed or created at Closing. Pertaining
            to Agents files:

                                     Page 2



            (i)   Title thereto shall remain with Agent. Upon termination of
                  this Contract, Agent shall allow Principal to copy, at
                  Principal's cost and expense, Agent's files. Agent hereby
                  grants to Principal the right to enter upon the premises of
                  Agent or other locations where such files are maintained,
                  during business hours, for purposes of recovering possession
                  thereof;

            (ii)  In the event Agent ceases to engage in the title insurance
                  business, title to such files shall vest in Principal, and
                  Agent shall deliver said files to Principal immediately upon
                  termination of this Contract. Agent hereby grants to Principal
                  the right to enter upon the premises of Agent or other
                  locations where such said files are maintained, during
                  business hours, for purposes of recovering possession thereof.

            (iii) In the event Agent sells, transfers or conveys its title
                  insurance operations or any interest therein to a third party,
                  Principal shall have the right to copy such files, and the
                  right to copy shall survive any sale, transfer or encumbrance
                  of Agent's title insurance operations or an interest therein.
                  Agent hereby grants to Principal the right to enter upon the
                  premises of Agent or other locations where said title files
                  are maintained, during business hours, for purposes of making
                  a reproduction thereof.

      E.    Report to Principal, as hereafter set forth, by sending to Principal
            any one of the following:

            (i)   a copy of each policy, endorsement and other title assurance
                  issued by Agent; or

            (ii)  a voucher containing information regarding each policy,
                  endorsement and other title assurance issued by Agent, as
                  instructed by Principal; or

            (iii) information regarding each policy, endorsement and other title
                  assurance issued by Agent, in magnetic or electronic format,
                  as instructed by Principal.

      F.    Maintain a policy register in a form approved by Principal showing
            the disposition of all policies and other pre-numbered forms
            furnished by Principal. Upon request by Principal, Agent shall
            furnish a statement accounting for all such forms and shall return
            all spoiled, obsolete or canceled policies and forms to Principal.
            Agent shall safely maintain and store all forms furnished by
            Principal and hereby assumes liability for loss or damage suffered
            by Principal by reason of Agent's wrongful or negligent use or
            storage of such forms.

      G.    Provide Principal annually copies of annual financial statements of
            the agency and an updated Information Affidavit, such financial
            statements to be kept confidential by Principal.

      H.    Perform such services and render such assistance as Principal may
            reasonably request in connection with any claim or litigation
            arising from a commitment,

                                     Page 3



            policy, endorsement or other title assurance issued by Agent or by
            Principal on behalf of Agent or on account of any conduct of Agent,
            whether such claim or litigation is instituted during the term of
            this Contract or following termination thereof. In addition, Agent
            shall promptly forward to Principal:

            (i)   all documents received by Agent in which Principal is a party
                  to judicial proceedings;

            (ii)  all written complaints or inquiries made to any regulatory
                  agency regarding transactions involving title insurance
                  policies, endorsements, commitments or other title assurances
                  of Principal;

            (iii) any information alleging a claim involving a policy,
                  commitment, endorsement or other title assurance of Principal
                  or a transaction for which Principal may be liable; and

            (iv)  all original documentation and work papers associated with the
                  transaction or conduct giving rise to any claim or complaint.

      I.    In those instances where Agent closes real estate transactions and
            receives and disburses funds of others, Agent shall

            (a)   maintain said funds safely in accounts fully insured by an
                  agency of the Federal Government and in accordance with
                  applicable state laws;

            (b)   maintain separate from Agent's personal or operating accounts
                  all funds received by Agent from any source in connection with
                  transaction(s) in which Principal's title insurance is
                  involved;

            (c)   disburse such funds only for the purposes for which they were
                  entrusted;

            (d)   maintain an escrow ledger for each title insurance order
                  involving fiduciary funds, which ledger shall separately
                  reflect the escrow activity for each order;

            (e)   maintain a control account showing total fiduciary liability
                  for each escrow bank account; and

            (f)   reconcile monthly the control account and ledger records to
                  the monthly bank statement.

      J.    Comply with all applicable laws and regulations relating to the
            conduct of Agent's business.

      K.    Comply with all bulletins, manuals and other instructions furnished
            to Agent in writing, by facsimile or other electronic transmission
            by Principal. If any reasonable doubt exists with regard to the
            insurability or marketability of title or as to whether a particular
            risk is extra-ordinary or extrahazardous, Agent shall

                                     Page 4



            contact Principal or Principal's designated underwriting counsel for
            guidance and approval.

      L.    The parties hereto acknowledge that Agent is not an agent of
            Principal for purposes of conducting a Closing, as defined in
            Paragraph 7H hereof; however, because Principal may be subject to
            allegations of liability for acts of Agent with regard to Agent's
            settlement or escrow business, Agent shall cooperate with Principal
            in the performance of audits of Agent's escrow records, accounts and
            procedures. In addition, Agent agrees to provide to Principal,
            within thirty (30) days following receipt, a copy of any audit
            conducted by any accounting firm with respect to Agent's escrow
            records, accounts or procedures.

      M.    Timely furnish the insured with a title insurance policy and other
            title assurances Agent is obligated to issue.

      N.    Maintain in confidence the terms and conditions of this Contract.

      O.    Neither Agent nor any affiliate shall pay any commission for the
            solicitation or negotiation of any services constituting the
            business of title insurance, other than the payment of commissions,
            incentive compensation, or bonuses with respect to full-time
            salaried employees based on any such employees' level of production
            of any services constituting the business of title insurance. If
            Agent or, where applicable, its affiliates makes any such payments
            to full-time salaried employees, Agent or affiliate shall maintain
            adequate records detailing the conditions to receipt of any
            commission, incentive compensation, or bonus, the recipient thereof,
            and the amount paid. No employee of Agent shall, directly or
            indirectly, pay or offer to pay, either directly or indirectly, any
            part of his or her compensation to any prohibited person or entity
            as an inducement for or as compensation for any title insurance
            business or any escrow or other title business.

5.    RATES AND REMITTANCES. Attached hereto and made a part hereof is a
      Schedule of Rates and Remittances or Rider. Agent shall quote, charge and
      collect the Rates set forth therein, as may be amended from time to time
      by Principal, and shall report and remit to Principal premiums as set
      forth therein.

6.    INSURANCE. Agent shall immediately obtain and keep in full force, at
      Agent's expense, during the term of this Contract:

      (i)   Title Insurance Agent's Errors and Omissions Policy with opinion of
            title coverage, with an insurance company acceptable to Principal in
            a sum of not less than $1,000,000 with, if reasonably available, a
            loss payee provision in favor of Principal; and

      (ii)  Fidelity Insurance of $1,000,000 covering all officers, employees,
            shareholders, partners, members and other principals of Agent with a
            loss payee provision in favor of Principal.

                                     Page 5



      Agent will submit a copy of the policies to Principal within 14 days of
      the effective date of this Contract, and Agent agrees to furnish Principal
      annually with a copy of such policies and any renewals thereof and any
      other evidence that Principal may deem necessary to demonstrate compliance
      with this provision. Agent hereby assigns to Principal, Principal's legal
      representatives and assigns, all sums claims, demands and causes of action
      of whatsoever kind, that Agent may have against Agent's Errors and
      Omissions insurance company and against Agent's Fidelity insurance
      company, in connection with all claims arising out of the actions of
      Agent, its employees, agents, independent contractors and subcontractors
      which fall within the scope of this Paragraph 6 and the Contract hereof.

7.    LIMITATIONS ON AGENT'S AUTHORITY. Agent shall not, without prior written
      approval of Principal:

      A.    Commit Principal to a risk in excess of One Million Five Hundred
            Thousand Dollars ($1,500,000.00). This limit shall include not only
            the commitment, policy, endorsement and/or other title assurance
            immediately being issued, but also risks where

            (i)   Agent knows or has reason to believe that additional title
                  insurance will be ordered covering substantially the same real
                  property; or

            (ii)  the aggregate liability will exceed the referenced limit, such
                  as condominium and time share projects (hereafter referred to
                  as the "Risk Limit").

      B.    Commit Principal to insure a title involving a risk which, if
            disclosed to Principal, would have been determined to be
            extra-ordinary or extra-havardous, or which Agent knew or could have
            discovered, through the exercise of reasonable diligence, to have
            been based upon a disputed title. The provisions hereunder shall
            apply notwithstanding the fact that the dollar amount of the
            transaction or the risk is less than the Risk Limit set forth in
            Paragraph 7A hereof.

      C.    Alter the printed language of any commitment, policy, endorsement or
            other form furnished by Principal, or commit Principal to any
            particular interpretation of the terms or provisions thereof or
            issue any policy, endorsement or other title assurance which has not
            been approved for use by all required state regulatory agencies and
            by Principal.

      D.    Adjust or otherwise settle or attempt to settle any claim for loss
            for which Principal may become liable or engage counsel to represent
            Principal or the insured.

      E.    Accept service of process on Principal. Agent shall immediately
            notify Principal of any attempted service of process upon Agent for
            Principal. Agent shall also immediately notify Principal of any
            matter that is or may become a claim against Principal of which
            Agent has knowledge.

                                     Page 6



      F.    Incur bills or debts chargeable to Principal.

      G.    Commit Principal to a risk with respect to a transaction in which
            Agent, a member of Agent's immediate family, a partner, member or
            shareholder of Agent or a member of the immediate family of a
            partner, member or shareholder of Agent has or will have a legal or
            an equitable interest.

      H.    Handle escrow funds or conduct a Closing, as hereafter defined, of a
            transaction in which Agent, a member of Agent's immediate family, a
            partner, member or shareholder of Agent or a member of the immediate
            family of a partner, member or shareholder of Agent has or will have
            a legal or an equitable interest. The term "Closing" as used in this
            Contract shall mean: the handling and disbursement of settlement
            funds or the providing of settlement services.

      I.    Insure or commit to insure any property for an amount other than the
            fair market value of the estate or interest to be insured or the
            amount of the mortgage or portion thereof and other indebtedness
            secured thereby to be insured.

      J.    Neither Agent nor any Affiliated Attorney of Agent will represent
            any insured as against the interests of Principal. The term
            "Affiliated Attorney" as used herein shall mean any attorney who is
            an employee, associate, member, shareholder, or partner of Agent or
            any law firm that owns any legal or beneficial interest in Agent.

8.    LIABILITY OF AGENT. Agent shall be liable to and agrees to indemnify and
      to save harmless Principal for all attorney's fees, court costs,
      administrative and other expenses and loss or aggregate of losses
      resulting from any one or more of the following:

      A.    Errors or omissions in any commitment, policy, endorsement or other
            title assurance which were disclosed by the application, by the
            abstracting, examination or other work papers or which were known to
            Agent or which, in the exercise of due diligence, should have been
            known to Agent;

      B.    Errors and/or omissions in any commitment, policy, endorsement or
            other title assurance caused by the abstracting or examination of
            title by Agent, Agent's employees, Agent's subcontractors or Agent's
            independent contractors;

      C.    Failure of any title insurance commitment, policy, endorsement or
            other title assurance to correctly reflect the status of title, the
            description of the insured real property or the vesting of title;

      D.    Failure of Agent, its officers and employees to comply with the
            terms of this Contract or with the guidelines, regulations or
            instructions given to Agent by Principal;

      E.    Any improper Closing or attempted Closing by Agent, Agent's
            employees, Agent's subcontractors or Agent's independent
            contractors, including but not limited to:

                                     Page 7



            (i)   loss or misapplication of customer funds, documents, or any
                  other thing of value entrusted to Agent in any custodial or
                  fiduciary capacity resulting in loss to Principal;

            (ii)  failure to disburse properly or close in accordance with
                  escrow and/or closing instructions;

            (iii) misappropriation of escrow or closing funds by Agent, its
                  officers, subcontractors or employees;

            (iv)  any loss pursuant to an Insured Closing Letter issued by
                  Principal on behalf of Agent; or

            (v)   failure to disburse immediately available funds.

      F.    Issuance of a commitment, policy, endorsement or other title
            assurance insuring an extra-ordinary risk, extra-hazardous risk, or
            a risk Agent knew or should have know to be based upon a disputed
            title, not approved by Principal in advance of the issuance by Agent
            of documents committing Principal to insure.

      G.    Any act or failure to act by Agent or its employees, officers,
            agents, independent contractors or subcontractors which results in
            allegations of liability with respect to Principal or which results
            in Principal being liable for punitive, contractual or
            extra-contractual damages.

      H.    Assessment of a fine against Principal by the State Department of
            Insurance or the entity which supervises title insurance as a result
            of Agent's violation of any regulations of the State Department of
            Insurance or State laws or regulations applicable to title
            insurance.

      I.    Failure of Agent to timely furnish insured with a title policy which
            Agent is obligated to issue.

      Agent agrees to immediately notify its fidelity bond carrier or errors and
      omissions insurance carrier of any claim for which Agent may be liable to
      Principal.

9.    TERMINATION OF ISSUING AGENCY CONTRACT. Notwithstanding anything the
      contrary herein, this Contract may be terminated in the event any one of
      the following events of default should occur:

      A.    Agent fails to report policies or remit premiums in accordance with
            the provisions hereof said default continues for the applicable cure
            period;

      B.    Agent materially deviates from the guidelines, instructions or
            escrow accounting standards of Principal furnished to Agent;

      C.    Either party hereto fails to perform any of the other material
            provisions, covenants or conditions of this Contract on its part to
            be performed;

                                     Page 8



      D.    A petition under the United States Bankruptcy Code is filed by or
            against either party hereto;

      E.    A supervisor, conservator or receiver is appointed for either party
            hereto or for substantially all of the assets of said party;

      F.    Agent ceases to engage in the abstract and title insurance agency
            business or Agent's license to engage in the abstract and title
            insurance business is revoked or suspended;

      G.    There is a change in the senior management of Agent, and Agent fails
            to secure prior written approval of Principal;

      H.    There is a change of more than 50% of the ownership of the Agent,
            and Agent fails to secure prior written approval of Principal;

      I.    The loss ratio during any calendar year, as herein defined, arising
            from policies issued by Agent, equals or exceeds fifty percent
            (50%); or

      J.    Agent, or any of its partners, shareholders, members or principals
            is convicted of a felony offense, is disbarred or is suspended from
            the practice of law or is determined by administrative proceedings
            or otherwise to have acted in violation of state or federal laws
            governing title insurance or activities related thereto.

Upon the occurrence of an event of default, the non-defaulting party may
terminate this Contract, upon the expiration of thirty (30) days from the date
of written notice of default to the defaulting party and the defaulting party's
failure to cure. Notwithstanding the foregoing, upon the occurrence of an event
of default as described in Paragraph 9D or 9E, this Contract shall automatically
terminate without notice. Upon the occurrence of an event of default as
described in Paragraph 9B, 9F or 11, this Contract may be terminated by
Principal inunediately upon delivery of written notice to Agent.

Upon expiration or termination of this Contract, Agent shall immediately furnish
to Principal a true, correct and complete accounting of all remittances due
hereunder, all orders involving Principal's title assurances which have not
closed, all orders involving Principal's title assurances which have closed but
for which no policy has been issued and all commitments, policies, endorsements
and other title assurances of Principal which have been issued but not reported
to Principal. Agent shall also provide Principal access to all forms and all
files relating to commitments, policies and other title assurances of Principal.
Agent shall promptly make an accounting of and deliver to Principal all unused
title insurance forms, manuals, advertising, promotional materials, other
supplies exhibiting Principal's name or any variation thereof and all other
supplies furnished by Principal to Agent, except those which Principal
authorizes Agent to retain for purposes of completing pending transactions.

If Principal terminates this Contract as provided for herein, Principal shall at
the same time give notice of the termination to the Missouri Insurance
Commissioner.

                                     Page 9



10.   EXAMINATION OF RECORDS. Agent agrees to provide to Principal access for
      examination purposes at any reasonable time or times to all files, books
      and accounts and other records of Agent relating to the business carried
      on hereunder and relating to the Closing of transactions involving a
      commitment to issue Principal's title assurances. Such right of
      examination may also be exercised after termination of this Contract.

11.   SHORTAGE OF FUNDS. In the event a shortage is revealed or discovered in
      Agent's accounts of funds entrusted to Agent by others or in the
      remittances due Principal hereunder, then Principal may declare
      immediately due and payable any debts owed by Agent, including any funds
      for which Principal may be responsible or have a liability therefor. On
      demand by Principal, Agent shall immediately make good the shortage.

12.   ADVERTISING. Agent agrees that it will not use the tradename, trade mark
      or any variation thereof of Principal or any of its subsidiaries or
      affiliated entities on any of its advertising without the prior written
      approval of Principal.

13.   CLAIMS. If a policy claim is made to Agent, if Agent receives notice of a
      potential claim, or if Agent receives notice of litigation which may
      result in a claim, Agent shall, immediately, by facsimile transmission or
      overnight mail, give notice of same to Principal and shall lend all
      reasonable assistance, without charge to Principal, in investigating,
      adjusting or contesting said claim. Agent is not authorized to act as or
      to provide counsel in connection with said claim; however, Principal may
      seek Agent's assistance in the selection of counsel.

14.   NOTICES. Except as otherwise specifically set forth in this Contract, all
      notices, requests, demands and other communications hereunder shall be in
      writing and shall be deemed to have been duly given when delivered by hand
      or when mailed first class postage prepaid, certified or registered mail,
      return receipt requested:

      If to Principal, to:    Chicago Title Insurance Company
                              601 Riverside Avenue
                              Jacksonville, FL 32204
                              Attn.: Agency Department

      If to Agent, to:        LSI Title Company of Oregon, LLC.
                              171 N. Clark St., 8th Floor
                              Chicago, Illinois 60601

      or to such other address or addresses as each of the parties may
      communicate in writing to the other.

15.   NON-WAIVER BY PRINCIPAL. The failure of Principal to enforce strictly the
      performance by Agent of any provision of this Contract or to exercise any
      right or remedy following from Agent's breach of any condition herein or
      the acceptance by Principal of any payment, remittance or other
      performance during Agent's failure to perform or during Agent's breach
      shall not be deemed a waiver by Principal of its rights

                                    Page 10



      under this Contract as written and shall not be construed to be an
      amendment or modification of this Contract as written.

16.   ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Contract sets forth the entire
      understanding and agreement between the parties hereto with respect to the
      subject matter hereof. No terms, conditions, or warranties, other than
      those contained herein, and no amendments or modifications hereto shall be
      valid unless made in writing and signed by the parties hereto. This
      Contract supersedes all prior understandings of any kind, whether written
      or oral, with respect to the Contract and the subject matter hereof.

17.   ASSIGNMENT; BINDING EFFECT. This Contract is not assignable by Agent
      except upon written consent of Principal, and in any event shall be
      subject to the prior approval of the Missouri Department of Insurance so
      long as Agent and Principal are "affiliates" as defined in section 382.010
      of the Missouri Statutes. This Contract is, however, binding on and inures
      to the benefit of any corporate successor, parent corporation, affiliate
      or wholly owned subsidiary of Principal. The duties and obligations of
      Agent and any signatory or guarantor hereunder shall survive any merger,
      consolidation, dissolution or change in ownership or structure of Agent.

18.   EXCLUSIVITY. Agent shall have no authority and will not undertake to,
      without the prior written consent of Principal, serve as a policy issuing
      agent for, or issue title insurance commitments, policies, endorsements or
      other title assurances relating to real property located in the geographic
      area on behalf of, any person or entity, other than Principal, Fidelity
      National Title Insurance Company, National Title Insurance of New York,
      Inc., or any other title insurance underwriter within the Fidelity
      National Financial, Inc. holding company system.

19.   INVALID PROVISIONS. If any provision of this Contract or the other
      documents contemplated hereby is held to be illegal, invalid, or
      unenforceable under present or future laws, such provisions shall be fully
      severable; the appropriate documents shall be construed and enforced as if
      such illegal, invalid or unenforceable provision had never comprised a
      part hereof or thereto; and the remaining provisions hereof or thereof
      shall remain in full force and effect and shall not be affected by the
      illegal, invalid, or unenforceable provision. There shall be added
      automatically as a part hereof or thereto a provision as similar in terms
      to such illegal, invalid or unenforceable provision as may be possible and
      still be legal, valid and binding.

20.   GOVERNING LAW. This Contract shall be governed by and construed in
      accordance with the laws of the State of Missouri.

21.   ATTORNEY'S FEES. COSTS. VENUE. If a legal action or other proceedings are
      brought for the enforcement of this Contract, or because of any alleged
      dispute, breach, default or misrepresentation in connection with any of
      the provisions of this Contract, the prevailing party shall be entitled to
      recover reasonable attorneys' fees, administrative costs and other costs
      incurred in that action or proceeding in addition to any other relief to
      which it may be entitled. In addition, in the event of a material breach
      by Agent, Principal shall be entitled to recover all costs and loss
      associated with resolving the

                                    Page 11



      matter giving rise to said material breach. Venue for any such proceeding
      shall be a location of Principal's choice.

22.   OTHER AGREEMENTS VOID. It is expressly understood and agreed by and
      between the parties hereto that this Contract sets forth all the promises,
      agreements, conditions and understandings between Principal and Agent with
      respect to this Contract and the subject matter hereof. Pertaining to such
      Contract, there are no promises, agreements, conditions or understandings,
      either oral or written, between them other than as are herein set forth.

23.   CONTRACT. The terms and conditions of this Contract shall apply only to
      Principal named herein and shall not apply to any company now or hereafter
      affiliated with Principal or with Principal's parent Chicago Title and
      Trust Company.

24.   SIGNATURES IN COUNTERPART. This Contract and any amendments or attachments
      thereto may be executed in one or more counterparts, each of which shall
      be construed together to form one contract.

                            [Signature page follows.]

                                    Page 12



IN WITNESS WHEREOF, this Contract is executed this 8th day of February, 2005.

AGENT:

LSI Title Company of Oregon, LLC

By: /s/ Donald E. Partington
    ---------------------------------------------
    Donald E. Partington
    Senior Vice President and Assistant Secretary

PRINCIPAL:

Chicago Title Insurance Company

By: /s/ Richard Cox
    ---------------------------------------------
    Richard Cox
    Senior Vice President

                                    Page 13



                        RIDER TO ISSUING AGENCY CONTRACT

This Rider to Issuing Agency Contract (hereinafter referred to as "Rider") is
made by and between Chicago Title Insurance Company ("Principal") and LSI Title
Company of Oregon, LLC ("Agent") in order to amend and modify the terms and
provisions of that certain Issuing Agency Contract dated February 8, 2005 and
executed contemporaneously herewith (the Issuing Agency Contract and this Rider
are hereinafter collectively referred to as the "Contract.")

              RATES, REMITTANCES, AND GENERAL LIABILITY LIMITATION

1.    Attached hereto is the schedule of rates and remittances or manual for the
      area covered by this Contract. Agent shall quote, charge and collect said
      rates for each policy issued. Principal reserves the right to amend this
      schedule, at its discretion.

2.    Principal will quote special rates on request for special or unusual
      situations.

3.    For extraordinary or extra-hazardous risks and for extensions of policy
      coverage, Principal reserves the right to set and determine the charge.

4.    For each commitment, policy and endorsement of Principal issued by Agent
      pursuant to this Contract, Agent shall report and remit nine percent (9%)
      of the rates set forth in Paragraph number "1" of this Rider. If the Loss
      Percentage during any calendar year, as herein defined, arising from
      policies issued by Agent, equals or exceeds twenty percent (20%), Agent
      and Principal agree to review and adjust, in good faith, the remittance
      rate set forth in this paragraph and the general liability limit set forth
      in the Paragraph numbered "9" of this Rider. For the purposes of this
      paragraph, Loss Percentage shall mean the total losses incurred by
      Principal during a calendar year or portion thereof at the inception of
      this Agreement (including all costs and attorneys' fees paid, net of
      recoupment, plus claim-based reserves set during such period) divided by
      remittances received pursuant to this paragraph during the same calendar
      year or portion thereof at the inception of this Agreement, expressed as a
      percentage.

5.    For charges made pursuant to Paragraphs numbered "2" and "3" of this
      Rider, and orders referred to Agent by Principal, Agent shall remit an
      amount as shall be agreed upon between Principal and Agent.

6.    Where Principal purchases reinsurance or excess coinsurance, a decision
      that rests solely with Principal, the division of the rates as herein
      provided shall be computed on the net amount remaining after deducting the
      costs thereof. Agent shall remit to Principal the cost of such reinsurance
      or coinsurance.

7.    All payments required hereunder shall be directed to Principal as
      hereafter set forth: Remitted premiums, together with any remittance
      report or information required by the Contract, shall be delivered to
      Principal at the following address: Chicago Title Insurance Company, P.O.
      Box 95594, Chicago, IL 60694, Attn: Agency Accounting no later than thirty
      (30) days following the Effective Date, as hereinafter defined, of the
      title assurance. The Effective Date of any title assurance shall be the
      policy date set forth in Schedule A of the title insurance policy.

                                    Page 14



8.    Compensation. Principal's compensation shall be the amount required to be
      remitted hereunder by Agent. Agent's compensation shall be the rates and
      charges herein required to be collected, less the amount remitted to
      Principal. It is the Parties' mutual understanding and intent to maintain
      an annual weighted average compensation to Principal (and/or its
      affiliates) of twelve percent (12%) of the rates and charges required to
      be collected by Agent and its affiliates on a nationwide basis pursuant to
      all Issuing Agency Agreements in force between the Parties and/or their
      respective affiliates. The Parties hereto agree to assess on an annual
      basis the aggregate compensation of Principal and/or its affiliates under
      all such Issuing Agency Agreements, and to prospectively adjust the
      amounts remitted by Agent under one or more such Agreements in a good
      faith attempt to maintain the desired weighted average on a nationwide
      basis.

9.    General Liability Limit of Agent: Subject to the provisions of Paragraph
      8, Agent shall be liable for the first portion of any Loss sustained or
      incurred by Principal as a result of the issuance of the Title Assurances
      by Agent in the following amount: $5,000.

Executed this 8th day of February, 2005.

AGENT:                                           PRINCIPAL

LSI Title Company of Oregon, LLC                 Chicago Title Insurance Company

By: /s/ Donald E. Partington                     By: /s/ Richard Cox
    ----------------------------                     ---------------------------
    Donald E. Partington                             Richard Cox
    Senior Vice President and                        Senior Vice President
    Assistant Secretary

                                    Page 15

                                                                   EXHIBIT 10.30

                             ISSUING AGENCY CONTRACT

This Issuing Agency Contract ("Contract") is made and entered into this 28th of
September 2004, by and between Fidelity National Title Insurance Company, a
California corporation ("Principal") and LSI Title Company, a California
corporation ("Agent").

In consideration of the promises and the mutual covenants herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Principal and Agent agree as follows:

1.   APPOINTMENT OF AGENT. Principal hereby appoints Agent as a policy issuing
     agent of Principal for the sole purpose of issuing title insurance
     commitments, policies, endorsements, and other title assurances approved by
     Principal and by all required regulatory agencies, now in existence or
     hereafter developed, relating to real property located in all counties of
     the State of California ("geographic area") in accordance with the terms of
     this Contract; provided, however, that Agent will immediately cease and
     refrain from issuing any policies of Principal in any portion of the
     geographic area in which Principal informs Agent that Principal had, on the
     date indicated above, an exclusive agency agreement with another agent or
     agency. During the term of this Contract, pertaining to the geographic
     area:

     A.   Agent shall issue title insurance commitments, policies and
          endorsements of Principal and any other title insurance company;

     B.   Principal or its affiliates and subsidiaries shall have, and do
          retain, the right to appoint other agents; and

     C.   Principal and its affiliates or subsidiaries shall have, and do
          retain, the right to service directly any customer, and Principal or
          its affiliates or subsidiaries may, without limitation, do any of the
          following:

          (i)  issue directly, from any of its offices, or from any location
               nationwide, commitments, policies, endorsements, or any other
               title assurance or evidence, search or real estate information
               product, or any other product whatsoever, now in existence or
               hereafter developed (all of the foregoing are hereafter
               collectively referred to as "Information"); or

          (ii) purchase or otherwise obtain from any source any search data or
               Information.

2.   CONTRACT TERM. The term of this Contract shall be ten (10) years,
     commencing on October 1, 2004; provided however that Agent shall not issue
     any title insurance commitments, policies and endorsements of Principal in
     any county in the geographic area unless Agent is duly licensed as to act
     as a title agent in or for such county. At any time after the initial five
     (5) years of this Contract, either party may give written notice to the
     other of its election to terminate this Contract with such termination to
     take effect at least five (5) years after delivery of the written notice.
     The term of this Contract shall be automatically extended beyond the
     initial ten (10) year term until (i) written notice is


                                       1



     provided by either party and (ii) the term of the notice (which shall not
     be less than five (5) years) has expired. Notwithstanding the foregoing,
     either party hereto may terminate this Contract pursuant to Paragraph 9
     hereof, and the teens of this Contract shall be open for renegotiation
     every three years on written notice of one party to the other.

3.   DUTIES OF PRINCIPAL. Principal shall:

     A.   Furnish Agent forms of commitments, policies, endorsements and other
          forms required for transacting Agent's title insurance business.

     B.   Furnish Agent guidelines and instructions for transacting Agent's
          title insurance business.

     C.   Resolve all risk assumption questions submitted by Agent.

     D.   Arrange for reinsurance where required, to the extent such reinsurance
          is available.

4.   DUTIES OF AGENT. Agent shall:

     A.   Receive and process applications for title insurance in a timely,
          prudent and ethical manner with due regard to recognized title
          insurance underwriting practices and in accordance with Principal's
          bulletins, manuals and other instructions of Principal.

     B.   Base each policy issued on behalf of Principal upon a determination of
          insurability of title that includes

          (i)  a search from earliest public records or in accordance with
               Principal's written instructions; and

          (ii) an examination of all documents affecting title to the subject
               property.

     C.   Supply, at Agent's expense, office space and qualified personnel for
          conducting business pursuant to this Contract by the date of execution
          of this Contract.

     D.   Prepare, preserve and, maintain in Agent's possession a separate file
          for each application for title insurance containing all documents upon
          which Agent relied to make its determination of insurability,
          including, but not limited to: affidavits, maps, plats, lien waivers,
          surveys, title reports, searches, examinations, and work sheets,
          together with a copy of each commitment, policy, endorsement and other
          title assurance issued as well as closing statements, disbursement
          worksheets, copies of all checks disbursed and receipted, deposit
          slips, escrow agreements and any other instruments or documents
          executed or created at Closing. Pertaining to Agent's files:

          (i)  Title thereto shall remain with Agent. Upon termination of this
               Contract, Agent shall allow Principal to copy, at Principal's
               cost and expense,


                                       2



               Agent's files. Agent hereby grants to Principal the right to
               enter upon the premises of Agent or other locations where such
               files are maintained, during business hours, for purposes of
               recovering possession thereof;

          (ii) In the event Agent ceases to engage in the title insurance
               business, title to such files shall vest in Principal, and Agent
               shall deliver said files to Principal immediately upon
               termination of this Contract. Agent hereby grants to Principal
               the right to enter upon the premises of Agent or other locations
               where such said files are maintained, during business hours, for
               purposes of recovering possession thereof.

          (iii) In the event Agent sells, transfers or conveys its title
               insurance operations or any interest therein to a third party,
               Principal shall have the right to copy such files, and the right
               to copy shall survive any sale, transfer or encumbrance of
               Agent's title insurance operations or an interest therein. Agent
               hereby grants to Principal the right to enter upon the premises
               of Agent or other locations where said title files are
               maintained, during business hours, for purposes of making a
               reproduction thereof.

     E.   Report to Principal, as hereafter set forth, by sending to Principal
          any one of the following:

          (i)  a copy of each policy, endorsement and other title assurance
               issued by Agent; or

          (ii) a voucher containing information regarding each policy,
               endorsement and other title assurance issued by Agent, as
               instructed by Principal; or

          (iii) information regarding each policy, endorsement and other title
               assurance issued by Agent, in magnetic or electronic format, as
               instructed by Principal.

     F.   Maintain a policy register in a form approved by Principal showing the
          disposition of all policies and other pre-numbered forms furnished by
          Principal. Upon request by Principal, Agent shall furnish a statement
          accounting for all such forms and shall return all spoiled, obsolete
          or canceled policies and forms to Principal. Agent shall safely
          maintain and store all forms furnished by Principal and hereby assumes
          liability for loss or damage suffered by Principal by reason of
          Agent's wrongful or negligent use or storage of such forms.

     G.   Provide Principal annually copies of annual financial statements of
          the agency and an updated Information Affidavit, such financial
          statements to be kept confidential by Principal.

     H.   Perform such services and render such assistance as Principal may
          reasonably request in connection with any claim or litigation arising
          from a commitment, policy, endorsement or other title assurance issued
          by Agent or by Principal on behalf of Agent or on account of any
          conduct of Agent, whether such claim or


                                       3



          litigation is instituted during the term of this Contract or following
          termination thereof. In addition, Agent shall promptly forward to
          Principal:

          (i)  all documents received by Agent in which Principal is a party to
               judicial proceedings;

          (ii) all written complaints or inquiries made to any regulatory agency
               regarding transactions involving title insurance policies,
               endorsements, commitments or other title assurances of Principal;

          (iii) any information alleging a claim involving a policy, commitment,
               endorsement or other title assurance of Principal or a
               transaction for which Principal may be liable; and

          (iv) all original documentation and work papers associated with the
               transaction or conduct giving rise to any claim or complaint.

     I.   In those instances where Agent closes real estate transactions and
          receives and disburses funds of others, Agent shall

          (a)  maintain said funds safely in accounts fully insured by an agency
               of the Federal Government and in accordance with applicable state
               laws;

          (b)  maintain separate from Agent's personal or operating accounts all
               funds received by Agent from any source in connection with
               transaction(s) in which Principal's title insurance is involved;

          (c)  disburse such funds only for the purposes for which they were
               entrusted;

          (d)  maintain an escrow ledger for each title insurance order
               involving fiduciary funds, which ledger shall separately reflect
               the escrow activity for each order;

          (e)  maintain a control account showing total fiduciary liability for
               each escrow bank account; and

          (f)  reconcile monthly the control account and ledger records to the
               monthly bank statement.

     J.   Comply with all applicable laws and regulations relating to the
          conduct of Agent's business.

     K.   Comply with all bulletins, manuals and other instructions furnished to
          Agent in writing, by facsimile or other electronic transmission by
          Principal. If any reasonable doubt exists with regard to the
          insurability or marketability of title or as to whether a particular
          risk is extra-ordinary or extra-hazardous, Agent shall contact
          Principal or Principal's designated underwriting counsel for guidance
          and approval.


                                       4



     L.   The parties hereto acknowledge that Agent is not an agent of Principal
          for purposes of conducting a Closing, as defined in Paragraph 7H
          hereof; however, because Principal may be subject to allegations of
          liability for acts of Agent with regard to Agent's settlement or
          escrow business, Agent shall cooperate with Principal in the
          performance of audits of Agent's escrow records, accounts and
          procedures. In addition, Agent agrees to provide to Principal, within
          thirty (30) days following receipt, a copy of any audit conducted by
          any accounting firm with respect to Agent's escrow records, accounts
          or procedures.

     M.   Timely furnish the insured with a title insurance policy and other
          title assurances Agent is obligated to issue.

     N.   Maintain in confidence the terms and conditions of this Contract.

     O.   Neither Agent nor any affiliate shall pay any commission for the
          solicitation or negotiation of any services constituting the business
          of title insurance, other than the payment of commissions, incentive
          compensation, or bonuses with respect to full-time salaried employees
          based on any such employees' level of production of any services
          constituting the business of title insurance. If Agent or, where
          applicable, its affiliates makes any such payments to full-time
          salaried employees, Agent or affiliate shall maintain adequate records
          detailing the conditions to receipt of any commission, incentive
          compensation, or bonus, the recipient thereof, and the amount paid. No
          employee of Agent shall, directly or indirectly, pay or offer to pay,
          either directly or indirectly, any part of his or her compensation to
          any person or entity defined in California Insurance Code section
          12404, as an inducement for or as compensation for any title insurance
          business or any escrow or other title business.

5.   RATES AND REMITTANCES. Attached hereto and made a part hereof is a Schedule
     of Rates and Remittances or Rider. Agent shall quote, charge, and collect
     the Rates set forth therein and shall report and remit to Principal
     premiums as set forth therein.

6.   INSURANCE AND SECURITY MEASURES.

     A.   Agent shall immediately obtain and keep in full force, at Agent's
          expense, during the term of this Contract, Title Insurance Agent's
          Errors and Omissions Policy with opinion of title coverage, with an
          insurance company acceptable to Principal in a sum of not less than
          $1,000,000,000 with, if reasonably available, a loss payee provision
          in favor of Principal. Agent will submit a copy of the policies to
          Principal within 14 days of the effective date of this Contract, and
          Agent agrees to furnish Principal annually with a copy of such
          policies and any renewals thereof and any other evidence that
          Principal may deem necessary to demonstrate compliance with this
          provision. Agent hereby assigns to Principal, Principal's legal
          representatives and assigns, all sums claims, demands and causes of
          action of whatsoever kind, that Agent may have against Agent's Errors
          and Omissions insurance company, in connection with all claims arising
          out of the actions of


                                       5



          Agent, its employees, agents, independent contractors and
          subcontractors which fall within the scope of this Paragraph 6 and the
          Contract hereof.

     B.   The parties hereby adopt and incorporate by reference the California
          Land Title Association's Account Review Processes and Oversight and
          Internal Control Guidelines for Title Insurance Companies, Agencies,
          and Approved Attorneys, and Employee Affidavit, a copy of which is
          attached hereto as SCHEDULE A and is incorporated herein by this
          reference.

7.   LIMITATIONS ON AGENT'S AUTHORITY. Agent shall not, without prior written
     approval of Principal:

     A.   Commit Principal to a risk in excess of One Million Five Hundred
          Thousand Dollars ($1,500,000.00). This limit shall include not only
          the commitment, policy, endorsement and/or other title assurance
          immediately being issued, but also risks where:

          (i)  Agent knows or has reason to believe that additional title
               insurance will be ordered covering substantially the same real
               property; or

          (ii) the aggregate liability will exceed the referenced limit, such as
               condominium and time share projects (hereafter referred to as the
               "Risk Limit").

     B.   Commit Principal to insure a title involving a risk which, if
          disclosed to Principal, would have been determined to be
          extra-ordinary or extra-hazardous, or which Agent knew or could have
          discovered, through the exercise of reasonable diligence, to have been
          based upon a disputed title. The provisions hereunder shall apply
          notwithstanding the fact that the dollar amount of the transaction or
          the risk is less than the Risk Limit set forth in Paragraph 7A hereof.

     C.   Alter the printed language of any commitment, policy, endorsement or
          other form furnished by Principal, or commit Principal to any
          particular interpretation of the terms or provisions thereof or issue
          any policy, endorsement or other title assurance which has not been
          approved for use by all required state regulatory agencies and by
          Principal.

     D.   Adjust or otherwise settle or attempt to settle any claim for loss for
          which Principal may become liable or engage counsel to represent
          Principal or the insured.

     E.   Accept service of process on Principal. Agent shall immediately notify
          Principal of any attempted service of process upon Agent for
          Principal. Agent shall also immediately notify Principal of any matter
          that is or may become a claim against Principal of which Agent has
          knowledge.

     F.   Incur bills or debts chargeable to Principal.


                                       6



     G.   Commit Principal to a risk with respect to a transaction in which
          Agent, a member of Agent's immediate family, a partner, member or
          shareholder of Agent or a member of the immediate family of a partner,
          member or shareholder of Agent has or will have a legal or an
          equitable interest.

     H.   Handle escrow funds or conduct a Closing, as hereafter defined, of a
          transaction in which Agent, a member of Agent's immediate family, a
          partner, member or shareholder of Agent or a member of the immediate
          family of a partner, member or shareholder of Agent has or will have a
          legal or an equitable interest. The term "Closing" as used in this
          Contract shall mean: the handling and disbursement of settlement funds
          or the providing of settlement services.

     I.   Insure or commit to insure any property for an amount other than the
          fair market value of the estate or interest to be insured or the
          amount of the mortgage or portion thereof and other indebtedness
          secured thereby to be insured.

     J.   Neither Agent nor any Affiliated Attorney of Agent will represent any
          insured as against the interests of Principal. The term "Affiliated
          Attorney" as used herein shall mean any attorney who is an employee,
          associate, member, shareholder, or partner of Agent or any law firm
          that owns any legal or beneficial interest in Agent.

8.   LIABILITY OF AGENT. Agent shall be liable to and agrees to indemnify and to
     save harmless Principal for all attorney's fees, court costs,
     administrative and other expenses and loss or aggregate of losses resulting
     from any one or more of the following:

     A.   Errors or omissions in any commitment, policy, endorsement or other
          title assurance which were disclosed by the application, by the
          abstracting, examination or other work papers or which were known to
          Agent or which, in the exercise of due diligence, should have been
          known to Agent;

     B.   Errors and/or omissions in any commitment, policy, endorsement or
          other title assurance caused by the abstracting or examination of
          title by Agent, Agent's employees, Agent's subcontractors or Agent's
          independent contractors;

     C.   Failure of any title insurance commitment, policy, endorsement or
          other title assurance to correctly reflect the status of title, the
          description of the insured real property or the vesting of title;

     D.   Failure of Agent, its officers and employees to comply with the terms
          of this Contract or with the guidelines, regulations or instructions
          given to Agent by Principal;

     E.   Any improper Closing or attempted Closing by Agent, Agent's employees,
          Agents subcontractors or Agent's independent contractors, including
          but not limited to:


                                       7



          (i)  loss or misapplication of customer funds, documents, or any other
               thing of value entrusted to Agent in any custodial or fiduciary
               capacity resulting in loss to Principal;

          (ii) failure to disburse properly or close in accordance with escrow
               and/or closing instructions;

          (iii) misappropriation of escrow or closing funds by Agent, its
               officers, subcontractors or employees;

          (iv) any loss pursuant to an Insured Closing Letter issued by
               Principal on behalf of Agent; or

          (v)  failure to disburse immediately available funds.

     F.   Issuance of a commitment, policy, endorsement or other title assurance
          insuring an extra-ordinary risk, extra-hazardous risk, or a risk Agent
          knew or should have know to be based upon a disputed title, not
          approved by Principal in advance of the issuance by Agent of documents
          committing Principal to insure.

     G.   Any act or failure to act by Agent or its employees, officers, agents,
          independent contractors or subcontractors which results in allegations
          of liability with respect to Principal or which results in Principal
          being liable for punitive, contractual or extra-contractual damages.

     H.   Assessment of a fine against Principal by the State Department of
          Insurance or the entity which supervises title insurance as a result
          of Agent's violation of any regulations of the State Department of
          Insurance or State laws or regulations applicable to title insurance.

     I.   Failure of Agent to timely furnish insured with a title policy which
          Agent is obligated to issue.

Agent agrees to immediately notify its fidelity bond carrier or errors and
omissions insurance carrier of any claim for which Agent may be liable to
Principal.

9.   TERMINATION OF ISSUING AGENCY CONTRACT. Notwithstanding anything the
     contrary herein, this Contract may be terminated in the event any one of
     the following events of default should occur:

     A.   Agent fails to report policies or remit premiums in accordance with
          the provisions hereof said default continues for the applicable cure
          period;

     B.   Agent materially deviates from the guidelines, instructions or escrow
          accounting standards of Principal furnished to Agent;

     C.   Either party hereto fails to perform any of the other material
          provisions, covenants or conditions of this Contract on its part to be
          performed;


                                       8



     D.   A petition under the United States Bankruptcy Code is filed by or
          against either party hereto;

     E.   A supervisor, conservator or receiver is appointed for either party
          hereto or for substantially all of the assets of said party;

     F.   Agent ceases to engage in the abstract and title insurance agency
          business or Agent's license to engage in the abstract and title
          insurance business is revoked or suspended;

     G.   There is a change in the senior management of Agent, and Agent fails
          to secure prior written approval of Principal;

     H.   There is a change of more than 50% of the ownership of the Agent, and
          Agent fails to secure prior written approval of Principal;

     I.   The loss ratio during any calendar year, as herein defined, arising
          from policies issued by Agent, equals or exceeds fifty percent (50%);
          or

     J.   Agent, or any of its partners, shareholders, members or principals is
          convicted of a felony offense, is disbarred or is suspended from the
          practice of law or is determined by administrative proceedings or
          otherwise to have acted in violation of state or federal laws
          governing title insurance or activities related thereto.

Upon the occurrence of an event of default, the non-defaulting party may
terminate this Contract, upon the expiration of thirty (30) days from the date
of written notice of default to the defaulting party and the defaulting party's
failure to cure. Notwithstanding the foregoing, upon the occurrence of an event
of default as described in Paragraph 9D or 9E, this Contract shall automatically
terminate without notice. Upon the occurrence of an event of default as
described in Paragraph 9B, 9F or 11, this Contract may be terminated by
Principal immediately upon delivery of written notice to Agent.

Upon expiration or termination of this Contract, Agent shall immediately furnish
to Principal a true, correct and complete accounting of all remittances due
hereunder, all orders involving Principal's title assurances which have not
closed, all orders involving Principal's title assurances which have closed but
for which no policy has been issued and all commitments, policies, endorsements
and other title assurances of Principal which have been issued but not reported
to Principal. Agent shall also provide Principal access to all forms and all
files relating to commitments, policies and other title assurances of Principal.
Agent shall promptly make an accounting of and deliver to Principal all unused
title insurance forms, manuals, advertising, promotional materials, other
supplies exhibiting Principal's name or any variation thereof and all other
supplies furnished by Principal to Agent, except those which Principal
authorizes Agent to retain for purposes of completing pending transactions.

If Principal terminates this Contract as provided for herein, Principal shall at
the same time give notice of the termination to the California Insurance
Commissioner.


                                       9



10.  EXAMINATION OF RECORDS. Agent agrees to provide to Principal access for
     examination purposes at any reasonable time or times to all files, books
     and accounts and other records of Agent relating to the business carried on
     hereunder and relating to the Closing of transactions involving a
     commitment to issue Principal's title assurances. Such right of examination
     may also be exercised after termination of this Contract.

11.  SHORTAGE OF FUNDS. In the event a shortage is revealed or discovered in
     Agent's accounts of funds entrusted to Agent by others or in the
     remittances due Principal hereunder, then Principal may declare immediately
     due and payable any debts owed by Agent, including any funds for which
     Principal may be responsible or have a liability therefor. On demand by
     Principal, Agent shall immediately make good the shortage.

12.  ADVERTISING. Agent agrees that it will not use the tradename, trade mark or
     any variation thereof of Principal or any of its subsidiaries or affiliated
     entities on any of its advertising without the prior written approval of
     Principal.

13.  CLAIMS. If a policy claim is made to Agent, if Agent receives notice of a
     potential claim, or if Agent receives notice of litigation which may result
     in a claim, Agent shall, immediately, by facsimile transmission or
     overnight mail, give notice of same to Principal and shall lend all
     reasonable assistance, without charge to Principal, in investigating,
     adjusting or contesting said claim. Agent is not authorized to act as or to
     provide counsel in connection with said claim; however, Principal may seek
     Agent's assistance in the selection of counsel.

14.  NOTICES. Except as otherwise specifically set forth in this Contract, all
     notices, requests, demands and other communications hereunder shall be in
     writing and shall be deemed to have been duly given when delivered by hand
     or when mailed first class postage prepaid, certified or registered mail,
     return receipt requested:

          If to Principal, to: Fidelity National Title Insurance Company
                               601 Riverside Avenue
                               Jacksonville FL 32204
                               Attn.: Agency Department

          If to Agent, to:     LSI Title Company
                               171 N. Clark St.,
                               8th Floor
                               Chicago, Illinois 60601

or to such other address or addresses as each of the parties may communicate in
writing to the other.

15.  NON-WAIVER BY PRINCIPAL. The failure of Principal to enforce strictly the
     performance by Agent of any provision of this Contract or to exercise any
     right or remedy following from Agent's breach of any condition herein or
     the acceptance by Principal of any payment, remittance or other performance
     during Agent's failure to perform or during Agent's breach shall not be
     deemed a waiver by Principal of its rights


                                       10



     under this Contract as written and shall not be construed to be an
     amendment or modification of this Contract as written.

16.  ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Contract sets forth the entire
     understanding and agreement between the parties hereto with respect to the
     subject matter hereof. No terms, conditions, or warranties, other than
     those contained herein, and no amendments or modifications hereto shall be
     valid unless made in writing and signed by the parties hereto. This
     Contract supersedes all prior understandings of any kind, whether written
     or oral, with respect to the Contract and the subject matter hereof.

17.  ASSIGNMENT; BINDING EFFECT. This Contract is not assignable by Agent except
     upon written consent of Principal, and in any event shall be subject to the
     prior approval of the California Department of Insurance so long as Agent
     and Principal are "affiliates" as defined in section 1215 of the California
     Insurance Code. This Contract is, however, binding on and inures to the
     benefit of any corporate successor, parent corporation, affiliate or wholly
     owned subsidiary of Principal. The duties and obligations of Agent and any
     signatory or guarantor hereunder shall survive any merger, consolidation,
     dissolution or change in ownership or structure of Agent.

18.  EXCLUSIVITY. Agent shall have no authority and will not undertake to,
     without the prior written consent of Principal, serve as a policy issuing
     agent for, or issue title insurance commitments, policies, endorsements or
     other title assurances relating to real property located in the geographic
     area on behalf of, any person or entity, other than Principal, Chicago
     Title Insurance Company, National Title Insurance of New York, Inc., or any
     other title insurance underwriter within the Fidelity National Financial,
     Inc. holding company system.

19.  INVALID PROVISIONS. If any provision of this Contract or the other
     documents contemplated hereby is held to be illegal, invalid, or
     unenforceable under present or future laws, such provisions shall be fully
     severable; the appropriate documents shall be construed and enforced as if
     such illegal, invalid or unenforceable provision had never comprised a part
     hereof or thereto; and the remaining provisions hereof or thereof shall
     remain in full force and effect and shall not be affected by the illegal,
     invalid, or unenforceable provision. There shall be added automatically as
     a part hereof or thereto a provision as similar in terms to such illegal,
     invalid or unenforceable provision as may be possible and still be legal,
     valid and binding.

20.  GOVERNING LAW. This Contract shall be governed by and construed in
     accordance with the laws of the State of California.

21.  ATTORNEY'S FEES; COSTS; VENUE. If a legal action or other proceedings are
     brought for the enforcement of this Contract, or because of any alleged
     dispute, breach, default or misrepresentation in connection with any of the
     provisions of this Contract, the prevailing party shall be entitled to
     recover reasonable attorneys' fees, administrative costs and other costs
     incurred in that action or proceeding in addition to any other relief to
     which it may be entitled. In addition, in the event of a material breach by
     Agent, Principal shall be entitled to recover all costs and loss associated
     with resolving the


                                       11



     matter giving rise to said material breach. Venue for any such proceeding
     shall be a location of Principal's choice.

22.  OTHER AGREEMENTS VOID. It is expressly understood and agreed by and between
     the parties hereto that this Contract sets forth all the promises,
     agreements, conditions and understandings between Principal and Agent with
     respect to this Contract and the subject matter hereof. Pertaining to such
     Contract, there are no promises, agreements, conditions or understandings,
     either oral or written, between them other than as are herein set forth.

23.  CONTRACT. The terms and conditions of this Contract shall apply only to
     Principal named herein and shall not apply to any company now or hereafter
     affiliated with Principal or with Principal's affiliate Chicago Title and
     Trust Company.

24.  SIGNATURES IN COUNTERPART. This Contract and any amendments or attachments
     thereto may be executed in one or more counterparts, each of which shall be
     construed together to form one contract.

IN WITNESS WHEREOF, this Contract is executed this 28th day of September, 2004.

AGENT:

LSI Title Company


By  /s/ Donald E. Partington
    -------------------------------------
    Donald E. Partington
    Senior Vice President


PRINCIPAL:

Fidelity National Title Insurance Company


By  /s/ Peter T. Sadowski
    -------------------------------------
    Peter T. Sadowski
    Senior Vice President


                                       12



                        RIDER TO ISSUING AGENCY CONTRACT

This Rider to Issuing Agency Contract (hereinafter referred to as "Rider") is
made by and between Fidelity National Title Insurance Company ("Principal") and
LSI Title Company ("Agent") in order to amend and modify the terms and
provisions of that certain Issuing Agency Contract dated July __, 2004 and
executed contemporaneously herewith (the Issuing Agency Contract and this Rider
are hereinafter collectively referred to as the "Contract.")

              RATES, REMITTANCES, AND GENERAL LIABILITY LIMITATION

1.   Attached hereto is the schedule of rates and remittances or manual for the
     area covered by this Contract. Agent shall quote, charge and collect said
     rates for each policy issued. Principal reserves the right to amend this
     schedule, at its discretion.

2.   Principal will quote special rates on request for special or unusual
     situations.

3.   For extraordinary or extra-hazardous risks and for extensions of policy
     coverage, Principal reserves the right to set and determine the charge.

4.   For each commitment, policy and endorsement of Principal issued by Agent
     pursuant to this Contract, Agent shall report and remit eight percent (8%)
     of the rates set forth in Paragraph number "i" of this Rider. If the Loss
     Percentage during any calendar year, as herein defined, arising from
     policies issued by Agent, equals or exceeds twenty percent (20%), Agent and
     Principal agree to review and adjust, in good faith, the remittance rate
     set forth in this paragraph and the general liability limit set forth in
     the Paragraph numbered "9" of this Rider. For the purposes of this
     paragraph, Loss Percentage shall mean the total losses incurred by
     Principal during a calendar year or portion thereof at the inception of
     this Agreement (including all costs and attorneys fees paid, net of
     recoupment, plus claim-based reserves set during such period) divided by
     remittances received pursuant to this paragraph during the same calendar
     year or portion thereof at the inception of this Agreement, expressed as a
     percentage.

5.   For charges made pursuant to Paragraphs numbered "2" and "3" of this Rider,
     and orders referred to Agent by Principal, Agent shall remit an amount as
     shall be agreed upon between Principal and Agent.

6.   Where Principal purchases reinsurance or excess coinsurance, a decision
     that rests solely with Principal, the division of the rates as herein
     provided shall be computed on the net amount remaining after deducting the
     costs thereof. Agent shall remit to Principal the cost of such reinsurance
     or coinsurance.

7.   All payments required hereunder shall be directed to Principal as hereafter
     set forth: Remitted premiums, together with any remittance report or
     information required by the Contract, shall be delivered to Principal at
     the following address: Fidelity National Title Insurance Company, 601
     Riverside Avenue, Jacksonville FL 32204, Attn: Agency Accounting no later
     than thirty (30) days following the Effective Date, as hereinafter defined,
     of the title assurance. The Effective Date of any title assurance shall be
     the policy date set forth in Schedule A of the title insurance policy.


                                       13



8.   Compensation. Principal's compensation shall be the amount required to be
     remitted hereunder by Agent. Agent's compensation shall be the rates and
     charges herein required to be collected, less the amount remitted to
     Principal. It is the Parties' mutual understanding and intent to maintain
     an annual weighted average compensation to Principal (and/or its
     affiliates) of twelve percent (12%) (or as adjusted pursuant to paragraph 4
     of this Rider) of the rates and charges required to be collected by Agent
     and its affiliates on a nationwide basis pursuant to all Issuing Agency
     Agreements in force between the Parties and/or their respective affiliates.
     The Parties hereto agree to assess on an annual basis the aggregate
     compensation of Principal and/or its affiliates under all such Issuing
     Agency Agreements, and to prospectively adjust the amounts remitted by
     Agent under one or more such Agreements in a good faith attempt to maintain
     the desired weighted average on a nationwide basis.

9.   General Liability Limit of Agent: Subject to the provisions of Paragraph 8,
     Agent shall be liable for the first portion of any Loss sustained or
     incurred by Principal as a result of the issuance of the Title Assurances
     by Agent in the following amount: $5,000.

Executed this 28th day of September, 2004

AGENT:                                 PRINCIPAL:

LSI Title Company                      Fidelity National Title Insurance Company


By: /s/ Donald E. Partington           By: /s/ Peter T. Sadowski
    --------------------------------       ------------------------------------
    Donald E. Partington                   Peter T. Sadowski
    Senior Vice President                  Senior Vice President


                                       14

                                                                   EXHIBIT 10.31

                            ISSUING AGENCY CONTRACT

This Issuing Agency Contract ("Contract") is made and entered into this 28th of
September 2004, by and between Fidelity National Title Insurance Company, a
California corporation ("Principal") and LSI Title Agency, Inc., an Illinois
corporation ("Agent").

In consideration of the promises and the mutual covenants herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Principal and Agent agree as follows:

1.   APPOINTMENT OF AGENT. Principal hereby appoints Agent as a policy issuing
     agent of Principal for the sole purpose of issuing title insurance
     commitments, policies, endorsements and other title assurances approved by
     Principal and by all required regulatory agencies, now in existence or
     hereafter developed, relating to real property located in all counties of
     the states listed on EXHIBIT A attached hereto ("geographic area") in
     accordance with the terms of this Contract; provided, however, that Agent
     will immediately cease and refrain from issuing any policies of Principal
     in any portion of the geographic area in which Principal informs Agent that
     Principal had, on the date indicated above, an exclusive agency agreement
     with another agent or agency. During the term of this Contract, pertaining
     to the geographic area:

     A.   Agent shall issue title insurance commitments, policies and
          endorsements of Principal and any other title insurance company;

     B.   Principal or its affiliates and subsidiaries shall have, and do
          retain, the right to appoint other agents; and

     C.   Principal and its affiliates or subsidiaries shall have, and do
          retain, the right to service directly any customer, and Principal or
          its affiliates or subsidiaries may, without limitation, do any of the
          following:

          (i)  issue directly, from any of its offices, or from any location
               nationwide, commitments, policies, endorsements, or any other
               title assurance or evidence, search or real estate information
               product, or any other product whatsoever, now in existence or
               hereafter developed (all of the foregoing are hereafter
               collectively referred to as "Information"); or

          (ii) purchase or otherwise obtain from any source any search data or
               Information.

2.   CONTRACT TERM. The term of this Contract shall be ten (10) years,
     commencing on October 1, 2004; provided however that Agent shall not issue
     any title insurance commitments, policies and endorsements of Principal in
     any county or state in the geographic area until Agent is duly licensed to
     do so by the applicable regulatory body in such state or permitted to do so
     by applicable law or regulation of such state. At any time after the
     initial five (5) years of this Contract, either party may give written
     notice to the other of its election to terminate this Contract with such
     termination to take effect at least


                                     Page 1



     five (5) years after delivery of the written notice. The term of this
     Contract shall be automatically extended beyond the initial ten (10) year
     term until (i) written notice is provided by either party and (ii) the term
     of the notice (which shall not be less than five (5) years) has expired.
     Notwithstanding the foregoing, either party hereto may terminate this
     Contract pursuant to Paragraph 9 hereof, and the terms of this Contract
     shall be open for renegotiation every three years on written notice of one
     party to the other.

3.   DUTIES OF PRINCIPAL. Principal shall:

     A.   Furnish Agent forms of commitments, policies, endorsements and other
          forms required for transacting Agent's title insurance business.

     B.   Furnish Agent guidelines and instructions for transacting Agent's
          title insurance business.

     C.   Resolve all risk assumption questions submitted by Agent.

     D.   Arrange for reinsurance where required, to the extent such reinsurance
          is available.

4.   DUTIES OF AGENT. Agent shall:

     A.   Receive and process applications for title insurance in a timely,
          prudent and ethical manner with due regard to recognized title
          insurance underwriting practices and in accordance with Principal's
          bulletins, manuals and other instructions of Principal.

     B.   Base each policy issued on behalf of Principal upon a determination of
          insurability of title that includes

          (i)  a search from earliest public records or in accordance with
               Principal's written instructions; and

          (ii) an examination of all documents affecting title to the subject
               property.

     C.   Supply, at Agent's expense, office space and qualified personnel for
          conducting business pursuant to this Contract by the date of execution
          of this Contract.

     D.   Prepare, preserve and maintain in Agent's possession a separate file
          for each application for title insurance containing all documents upon
          which Agent relied to make its determination of insurability,
          including, but not limited to: affidavits, maps, plats, lien waivers,
          surveys, title reports, searches, examinations, and work sheets,
          together with a copy of each commitment, policy, endorsement and other
          title assurance issued as well as closing statements, disbursement
          worksheets, copies of all checks disbursed and receipted, deposit
          slips, escrow agreements and any other instruments or documents
          executed or created at Closing. Pertaining to Agent's files:


                                     Page 2



          (i)  Title thereto shall remain with Agent. Upon termination of this
               Contract, Agent shall allow Principal to copy, at Principal's
               cost and expense, Agent's files. Agent hereby grants to Principal
               the right to enter upon the premises of Agent or other locations
               where such files are maintained, during business hours, for
               purposes of recovering possession thereof;

          (ii) In the event Agent ceases to engage in the title insurance
               business, title to such files shall vest in Principal, and Agent
               shall deliver said files to Principal immediately upon
               termination of this Contract. Agent hereby grants to Principal
               the right to enter upon the premises of Agent or other locations
               where such said files are maintained, during business hours, for
               purposes of recovering possession thereof; and

          (iii) In the event Agent sells, transfers or conveys its title
               insurance operations or any interest therein to a third party,
               Principal shall have the right to copy such files, and the right
               to copy shall survive any sale, transfer or encumbrance of
               Agent's title insurance operations or an interest therein. Agent
               hereby grants to Principal the right to enter upon the premises
               of Agent or other locations where said title files are
               maintained, during business hours, for purposes of making a
               reproduction thereof.

     E.   Report to Principal, as hereafter set forth, by sending to Principal
          any one of the following:

          (i)  a copy of each policy, endorsement and other title assurance
               issued by Agent; or

          (ii) a voucher containing information regarding each policy,
               endorsement and other title assurance issued by Agent, as
               instructed by Principal; or

          (iii) information regarding each policy, endorsement and other title
               assurance issued by Agent, in magnetic or electronic format, as
               instructed by Principal.

     F.   Maintain a policy register in a form approved by Principal showing the
          disposition of all policies and other pre-numbered forms furnished by
          Principal. Upon request by Principal, Agent shall furnish a statement
          accounting for all such forms and shall return all spoiled, obsolete
          or canceled policies and forms to Principal. Agent shall safely
          maintain and store all forms furnished by Principal and hereby assumes
          liability for loss or damage suffered by Principal by reason of
          Agent's wrongful or negligent use or storage of such forms.

     G.   Provide Principal annually copies of annual financial statements of
          the agency and an updated Information Affidavit, such financial
          statements to be kept confidential by Principal.

     H.   Perform such services and render such assistance as Principal may
          reasonably request in connection with any claim or litigation arising
          from a commitment, policy, endorsement or other title assurance issued
          by Agent or by Principal on


                                     Page 3



          behalf of Agent or on account of any conduct of Agent, whether such
          claim or litigation is instituted during the term of this Contract or
          following termination thereof. In addition, Agent shall promptly
          forward to Principal:

          (i)  all documents received by Agent in which Principal is a party to
               judicial proceedings;

          (ii) all written complaints or inquiries made to any regulatory agency
               regarding transactions involving title insurance policies,
               endorsements, commitments or other title assurances of Principal;

          (iii) any information alleging a claim involving a policy, commitment,
               endorsement or other title assurance of Principal or a
               transaction for which Principal may be liable; and

          (iv) all original documentation and work papers associated with the
               transaction or conduct giving rise to any claim or complaint.

     I.   In those instances where Agent closes real estate transactions and
          receives and disburses funds of others, Agent shall

          (a)  maintain said funds safely in accounts fully insured by an agency
               of the Federal Government and in accordance with applicable state
               laws;

          (b)  maintain separate from Agent's personal or operating accounts all
               funds received by Agent from any source in connection with
               transaction(s) in which Principal's title insurance is involved;

          (c)  disburse such funds only for the purposes for which they were
               entrusted;

          (d)  maintain an escrow ledger for each title insurance order
               involving fiduciary funds, which ledger shall separately reflect
               the escrow activity for each order;

          (e)  maintain a control account showing total fiduciary liability for
               each escrow bank account; and

          (f)  reconcile monthly the control account and ledger records to the
               monthly bank statement.

     J.   Comply with all applicable laws and regulations relating to the
          conduct of Agent's business.

     K.   Comply with all bulletins, manuals and other instructions furnished to
          Agent in writing, by facsimile or other electronic transmission by
          Principal. If any reasonable doubt exists with regard to the
          insurability or marketability of title or as to whether a particular
          risk is extra-ordinary or extra-hazardous, Agent shall contact
          Principal or Principal's designated underwriting counsel for guidance
          and approval.

     L.   The parties hereto acknowledge that Agent is not an agent of Principal
          for purposes of conducting a Closing, as defined in Paragraph 7H
          hereof; however, because Principal may be subject to allegations of
          liability for acts of Agent with


                                     Page 4



          regard to Agent's settlement or escrow business, Agent shall cooperate
          with Principal in the performance of audits of Agent's escrow records,
          accounts and procedures. In addition, Agent agrees to provide to
          Principal, within thirty (30) days following receipt, a copy of any
          audit conducted by any accounting firm with respect to Agent's escrow
          records, accounts or procedures.

     M.   Timely furnish the insured with a title insurance policy and other
          title assurances Agent is obligated to issue.

     N.   Maintain in confidence the terms and conditions of this Contract.

     O.   Neither Agent nor any affiliate shall pay any commission for the
          solicitation or negotiation of any services constituting the business
          of title insurance, other than the payment of commissions, incentive
          compensation, or bonuses with respect to full-time salaried employees
          based on any such employees' level of production of any services
          constituting the business of title insurance. If Agent or, where
          applicable, its affiliates makes any such payments to full-time
          salaried employees, Agent or affiliate shall maintain adequate records
          detailing the conditions to receipt of any commission, incentive
          compensation, or bonus, the recipient thereof, and the amount paid. No
          employee of Agent shall, directly or indirectly, pay or offer to pay,
          either directly or indirectly, any part of his or her compensation to
          any person or entity defined in California Insurance Code section
          12404, as an inducement for or as compensation for any title insurance
          business or any escrow or other title business.

5.   RATES AND REMITTANCES. Agent has been provided with a Schedule of Rates and
     Remittances for the geographic area. Agent shall quote, charge, and collect
     the Rates set forth therein, as may be amended from time to time by
     Principal, and shall report and remit to Principal premiums as set forth
     therein.

6.   INSURANCE. Agent shall immediately obtain and keep in full force, at
     Agent's expense, during the term of this Contract:

          (i)  Title Insurance Agent's Errors and Omissions Policy with opinion
               of title coverage, with an insurance company acceptable to
               Principal in a sum of not less than $1,000,000 with, if
               reasonably available, a loss payee provision in favor of
               Principal; and

          (ii) Fidelity Insurance of $1,000,000 covering all officers,
               employees, shareholders, partners, members and other principals
               of Agent with a loss payee provision in favor of Principal.

Agent will submit a copy of the policies to Principal within 14 days of the
effective date of this Contract, and Agent agrees to furnish Principal annually
with a copy of such policies and any renewals thereof and any other evidence
that Principal may deem necessary to demonstrate compliance with this provision.
Agent hereby assigns to Principal, Principal's legal representatives and
assigns, all sums claims, demands and causes of action of whatsoever kind, that
Agent may


                                     Page 5



have against Agent's Errors and Omissions insurance company and against Agent's
Fidelity insurance company, in connection with all claims arising out of the
actions of Agent, its employees, agents, independent contractors and
subcontractors which fall within the scope of this Paragraph 6 and the Contract
hereof.

7.   LIMITATIONS ON AGENT'S AUTHORITY. Agent shall not, without prior written
     approval of Principal:

     A.   Commit Principal to a risk in excess of One Million Five Hundred
          Thousand Dollars ($1,500,000.00). This limit shall include not only
          the commitment, policy, endorsement and/or other title assurance
          immediately being issued, but also risks where

          (i)  Agent knows or has reason to believe that additional title
               insurance will be ordered covering substantially the same real
               property; or

          (ii) the aggregate liability will exceed the referenced limit, such as
               condominium and time share projects (hereafter referred to as the
               "Risk Limit").

     B.   Commit Principal to insure a title involving a risk which, if
          disclosed to Principal, would have been determined to be
          extra-ordinary or extra-hazardous, or which Agent knew or could have
          discovered, through the exercise of reasonable diligence, to have been
          based upon a disputed title. The provisions hereunder shall apply
          notwithstanding the fact that the dollar amount of the transaction or
          the risk is less than the Risk Limit set forth in Paragraph 7A hereof.

     C.   Alter the printed language of any commitment, policy, endorsement or
          other form furnished by Principal, or commit Principal to any
          particular interpretation of the terms or provisions thereof or issue
          any policy, endorsement or other title assurance which has not been
          approved for use by all required state regulatory agencies and by
          Principal.

     D.   Adjust or otherwise settle or attempt to settle any claim for loss for
          which Principal may become liable or engage counsel to represent
          Principal or the insured.

     E.   Accept service of process on Principal. Agent shall immediately notify
          Principal of any attempted service of process upon Agent for
          Principal. Agent shall also immediately notify Principal of any matter
          that is or may become a claim against Principal of which Agent has
          knowledge.

     F.   Incur bills or debts chargeable to Principal.

     G.   Commit Principal to a risk with respect to a transaction in which
          Agent, a member of Agent's immediate family, a partner, member or
          shareholder of Agent or a member of the immediate family of a partner,
          member or shareholder of Agent has or will have a legal or an
          equitable interest.


                                     Page 6



     H.   Handle escrow funds or conduct a Closing, as hereafter defined, of a
          transaction in which Agent, a member of Agent's immediate family, a
          partner, member or shareholder of Agent or a member of the immediate
          family of a partner, member or shareholder of Agent has or will have a
          legal or an equitable interest. The term "Closing" as used in this
          Contract shall mean: the handling and disbursement of settlement funds
          or the providing of settlement services.

     I.   Insure or commit to insure any property for an amount other than the
          fair market value of the estate or interest to be insured or the
          amount of the mortgage or portion thereof and other indebtedness
          secured thereby to be insured.

     J.   Neither Agent nor any Affiliated Attorney of Agent will represent any
          insured as against the interests of Principal. The term "Affiliated
          Attorney" as used herein shall mean any attorney who is an employee,
          associate, member, shareholder, or partner of Agent or any law firm
          that owns any legal or beneficial interest in Agent.

8.   LIABILITY OF AGENT. Agent shall be liable to and agrees to indemnify and to
     save harmless Principal for all attorneys' fees, court costs,
     administrative and other expenses and loss or aggregate of losses resulting
     from any one or more of the following:

     A.   Errors or omissions in any commitment, policy, endorsement or other
          title assurance which were disclosed by the application, by the
          abstracting, examination or other work papers or which were known to
          Agent or which, in the exercise of due diligence, should have been
          known to Agent;

     B.   Errors and/or omissions in any commitment, policy, endorsement or
          other title assurance caused by the abstracting or examination of
          title by Agent, Agent's employees, Agent's subcontractors or Agent's
          independent contractors;

     C.   Failure of any title insurance commitment, policy, endorsement or
          other title assurance to correctly reflect the status of title, the
          description of the insured real property or the vesting of title;

     D.   Failure of Agent, its officers and employees to comply with the terms
          of this Contract or with the guidelines, regulations or instructions
          given to Agent by Principal;

     E.   Any improper Closing or attempted Closing by Agent, Agent's employees,
          Agent's subcontractors or Agent's independent contractors, including
          but not limited to:

          (i)  loss or misapplication of customer funds, documents, or any other
               thing of value entrusted to Agent in any custodial or fiduciary
               capacity resulting in loss to Principal;

          (ii) failure to disburse properly or close in accordance with escrow
               and/or closing instructions;


                                     Page 7



          (iii) misappropriation of escrow or closing funds by Agent, its
               officers, subcontractors or employees;

          (iv) any loss pursuant to an Insured Closing Letter issued by
               Principal on behalf of Agent; or

          (v)  failure to disburse immediately available funds.

     F.   Issuance of a commitment, policy, endorsement or other title assurance
          insuring an extra-ordinary risk, extra-hazardous risk, or a risk Agent
          knew or should have know to be based upon a disputed title, not
          approved by Principal in advance of the issuance by Agent of documents
          committing Principal to insure.

     G.   Any act or failure to act by Agent or its employees, officers, agents,
          independent contractors or subcontractors which results in allegations
          of liability with respect to Principal or which results in Principal
          being liable for punitive, contractual or extra-contractual damages.

     H.   Assessment of a fine against Principal by the State Department of
          Insurance or the entity which supervises title insurance as a result
          of Agent's violation of any regulations of the State Department of
          Insurance or State laws or regulations applicable to title insurance.

     I.   Failure of Agent to timely furnish insured with a title policy which
          Agent is obligated to issue.

     Agent agrees to immediately notify its fidelity bond carrier or errors and
     omissions insurance carrier of any claim for which Agent may be liable to
     Principal.

9.   TERMINATION OF ISSUING AGENCY CONTRACT. Notwithstanding anything the
     contrary herein, this Contract may be terminated in the event any one of
     the following events of default should occur:

     A.   Agent fails to report policies or remit premiums in accordance with
          the provisions hereof said default continues for the applicable cure
          period;

     B.   Agent materially deviates from the guidelines, instructions or escrow
          accounting standards of Principal furnished to Agent;

     C.   Either party hereto fails to perform any of the other material
          provisions, covenants or conditions of this Contract on its part to be
          performed;

     D.   A petition under the United States Bankruptcy Code is filed by or
          against either party hereto;

     E.   A supervisor, conservator or receiver is appointed for either party
          hereto or for substantially all of the assets of said party;


                                     Page 8



     F.   Agent ceases to engage in the abstract and title insurance agency
          business or Agent's license to engage in the abstract and title
          insurance business is revoked or suspended;

     G.   There is a change in the senior management of Agent, and Agent fails
          to secure prior written approval of Principal;

     H.   There is a change of more than 50% of the ownership of the Agent, and
          Agent fails to secure prior written approval of Principal;

     I.   The loss ratio during any calendar year, as herein defined, arising
          from policies issued by Agent, equals or exceeds fifty percent (50%);
          or

     J.   Agent, or any of its partners, shareholders, members or principals is
          convicted of a felony offense, is disbarred or is suspended from the
          practice of law or is determined by administrative proceedings or
          otherwise to have acted in violation of state or federal laws
          governing title insurance or activities related thereto.

Upon the occurrence of an event of default, the non-defaulting party may
terminate this Contract, upon the expiration of thirty (30) days from the date
of written notice of default to the defaulting party and the defaulting party's
failure to cure. Notwithstanding the foregoing, upon the occurrence of an event
of default as described in Paragraph 9D or 9E, this Contract shall automatically
terminate without notice. Upon the occurrence of an event of default as
described in Paragraph 9B, 9F or 11, this Contract may be terminated by
Principal immediately upon delivery of written notice to Agent.

Upon expiration or termination of this Contract, Agent shall immediately furnish
to Principal a true, correct and complete accounting of all remittances due
hereunder, all orders involving Principal's title assurances which have not
closed, all orders involving Principal's title assurances which have closed but
for which no policy has been issued and all commitments, policies, endorsements
and other title assurances of Principal which have been issued but not reported
to Principal. Agent shall also provide Principal access to all forms and all
files relating to commitments, policies and other title assurances of Principal.
Agent shall promptly make an accounting of and deliver to Principal all unused
title insurance forms, manuals, advertising, promotional materials, other
supplies exhibiting Principal's name or any variation thereof and all other
supplies furnished by Principal to Agent, except those which Principal
authorizes Agent to retain for purposes of completing pending transactions.

If Principal terminates this Contract as provided for herein, Principal shall at
the same time give notice of the termination to the California Insurance
Commissioner.

10.  EXAMINATION OF RECORDS. Agent agrees to provide to Principal access for
     examination purposes at any reasonable time or times to all files, books
     and accounts and other records of Agent relating to the business carried on
     hereunder and relating to the Closing of transactions involving a
     commitment to issue Principal's title assurances. Such right of examination
     may also be exercised after termination of this Contract.


                                     Page 9



11.  SHORTAGE OF FUNDS. In the event a shortage is revealed or discovered in
     Agent's accounts of funds entrusted to Agent by others or in the
     remittances due Principal hereunder, then Principal may declare immediately
     due and payable any debts owed by Agent, including any funds for which
     Principal may be responsible or have a liability therefor. On demand by
     Principal, Agent shall immediately make good the shortage.

12.  ADVERTISING. Agent agrees that it will not use the tradename, trade mark or
     any variation thereof of Principal or any of its subsidiaries or affiliated
     entities on any of its advertising without the prior written approval of
     Principal.

13.  CLAIMS. If a policy claim is made to Agent, if Agent receives notice of a
     potential claim, or if Agent receives notice of litigation which may result
     in a claim, Agent shall, immediately, by facsimile transmission or
     overnight mail, give notice of same to Principal and shall lend all
     reasonable assistance, without charge to Principal, in investigating,
     adjusting or contesting said claim. Agent is not authorized to act as or to
     provide counsel in connection with said claim; however, Principal may seek
     Agent's assistance in the selection of counsel.

14.  NOTICES. Except as otherwise specifically set forth in this Contract, all
     notices, requests, demands and other communications hereunder shall be in
     writing and shall be deemed to have been duly given when delivered by hand
     or when mailed first class postage prepaid, certified or registered mail,
     return receipt requested:

     If to Principal, to: Fidelity National Title Insurance Company
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn.: Agency Department

     If to Agent, to:     LSI Title Agency, Inc.
                          171 N. Clark St., 8th Floor
                          Chicago, Illinois 60601

or to such other address or addresses as each of the parties may communicate in
writing to the other.

15.  NON-WAIVER BY PRINCIPAL. The failure of Principal to enforce strictly the
     performance by Agent of any provision of this Contract or to exercise any
     right or remedy following from Agent's breach of any condition herein or
     the acceptance by Principal of any payment, remittance or other performance
     during Agent's failure to perform or during Agent's breach shall not be
     deemed a waiver by Principal of its rights under this Contract as written
     and shall not be construed to be an amendment or modification of this
     Contract as written.

16.  ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Contract sets forth the entire
     understanding and agreement between the parties hereto with respect to the
     subject matter hereof. No terms, conditions, or warranties, other than
     those contained herein, and no


                                    Page 10



     amendments or modifications hereto shall be valid unless made in writing
     and signed by the parties hereto. This Contract supersedes all prior
     understandings of any kind, whether written or oral, with respect to the
     Contract and the subject matter hereof.

17.  ASSIGNMENT; BINDING EFFECT. This Contract is not assignable by Agent except
     upon written consent of Principal, and in any event shall be subject to the
     prior approval of the California Department of Insurance so long as Agent
     and Principal are "affiliates" as defined in section 1215 of the California
     Insurance Code. This Contract is, however, binding on and inures to the
     benefit of any corporate successor, parent corporation, affiliate or wholly
     owned subsidiary of Principal. The duties and obligations of Agent and any
     signatory or guarantor hereunder shall survive any merger, consolidation,
     dissolution or change in ownership or structure of Agent.

18.  EXCLUSIVITY. Agent shall have no authority and will not undertake to,
     without the prior written consent of Principal, serve as a policy issuing
     agent for, or issue title insurance commitments, policies, endorsements or
     other title assurances relating to real property located in the geographic
     area on behalf of, any person or entity, other than Principal, Chicago
     Title Insurance Company, National Title Insurance of New York, Inc., or any
     other title insurance underwriter within the Fidelity National Financial,
     Inc. holding company system.

19.  INVALID PROVISIONS. If any provision of this Contract or the other
     documents contemplated hereby is held to be illegal, invalid, or
     unenforceable under present or future laws, such provisions shall be fully
     severable; the appropriate documents shall be construed and enforced as if
     such illegal, invalid or unenforceable provision had never comprised a part
     hereof or thereto; and the remaining provisions hereof or thereof shall
     remain in full force and effect and shall not be affected by the illegal,
     invalid, or unenforceable provision. There shall be added automatically as
     a part hereof or thereto a provision as similar in terms to such illegal,
     invalid or unenforceable provision as may be possible and still be legal,
     valid and binding.

20.  GOVERNING LAW. This Contract shall be governed by and construed in
     accordance with the laws of the State of Illinois.

21.  ATTORNEY'S FEES; COSTS; VENUE. If a legal action or other proceedings are
     brought for the enforcement of this Contract, or because of any alleged
     dispute, breach, default or misrepresentation in connection with any of the
     provisions of this Contract, the prevailing party shall be entitled to
     recover reasonable attorneys' fees, administrative costs and other costs
     incurred in that action or proceeding in addition to any other relief to
     which it may be entitled. In addition, in the event of a material breach by
     Agent, Principal shall be entitled to recover all costs and loss associated
     with resolving the matter giving rise to said material breach. Venue for
     any such proceeding shall be a location of Principal's choice.

22.  OTHER AGREEMENTS VOID. It is expressly understood and agreed by and between
     the parties hereto that this Contract sets forth all the promises,
     agreements, conditions and understandings between Principal and Agent with
     respect to this Contract and the subject


                                    Page 11



     matter hereof. Pertaining to such Contract, there are no promises,
     agreements, conditions or understandings, either oral or written, between
     them other than as are herein set forth.

23.  CONTRACT. The terms and conditions of this Contract shall apply only to
     Principal named herein and shall not apply to any company now or hereafter
     affiliated with Principal or with Principal's affiliate Chicago Title and
     Trust Company.

24.  SIGNATURES IN COUNTERPART. This Contract and any amendments or attachments
     thereto may be executed in one or more counterparts, each of which shall be
     construed together to form one contract.


                                    Page 12



IN WITNESS WHEREOF, this Contract is executed this 28th day of September, 2004.

                                       AGENT:

                                       LSI Title Agency, Inc.


                                       By: /s/ Donald E. Partington
                                           -------------------------------------
                                           Donald E. Partington
                                           Senior Vice President


                                       PRINCIPAL:

                                       Fidelity National Title Insurance Company


                                       By: /s/ Peter T. Sadowski
                                           -------------------------------------
                                           Peter T. Sadowski
                                           Senior Vice President


                                    Page 13



                        RIDER TO ISSUING AGENCY CONTRACT

This Rider to Issuing Agency Contract (hereinafter referred to as "Rider") is
made by and between Fidelity National Title Insurance Company ("Principal") and
LSI Title Agency, Inc. ("Agent") in order to amend and modify the terms and
provisions of that certain Issuing Agency Contract dated September 28, 2004 and
executed contemporaneously herewith (the Issuing Agency Contract and this Rider
are hereinafter collectively referred to as the "Contract.")

              RATES, REMITTANCES, AND GENERAL LIABILITY LIMITATION

1.   Attached hereto is the schedule of rates and remittances or manual for the
     area covered by this Contract. Agent shall quote, charge and collect said
     rates for each policy issued. Principal reserves the right to amend this
     schedule, at its discretion.

2.   Principal will quote special rates on request for special or unusual
     situations.

3.   For extraordinary or extra-hazardous risks and for extensions of policy
     coverage, Principal reserves the right to set and determine the charge.

4.   For each commitment, policy and endorsement of Principal issued by Agent
     pursuant to this Contract, Agent shall report and remit that portion of
     premiums collected in each jurisdiction as set forth in EXHIBIT B. If the
     Loss Percentage during any calendar year, as herein defined, arising from
     policies issued by Agent, equals or exceeds twenty percent (20%), Agent and
     Principal agree to review and adjust, in good faith, the remittance rate
     set forth in this paragraph and the general liability limit set forth in
     the Paragraph numbered "9" of this Rider. For the purposes of this
     paragraph, Loss Percentage shall mean the total losses incurred by
     Principal during a calendar year or portion thereof at the inception of
     this Agreement (including all costs and attorney's fees paid, net of
     recoupment, plus claim-based reserves set during such period) divided by
     remittances received pursuant to this paragraph during the same calendar
     year or portion thereof at the inception of this Agreement, expressed as a
     percentage.

5.   For charges made pursuant to Paragraphs numbered "2" and "3" of this Rider,
     and orders referred to Agent by Principal, Agent shall remit an amount as
     shall be agreed upon between Principal and Agent.

6.   Where Principal purchases reinsurance or excess coinsurance, a decision
     that rests solely with Principal, the division of the rates as herein
     provided shall be computed on the net amount remaining after deducting the
     costs thereof. Agent shall remit to Principal the cost of such reinsurance
     or coinsurance.

7.   All payments required hereunder shall be directed to Principal as hereafter
     set forth: Remitted premiums, together with any remittance report or
     information required by the Contract, shall be delivered to Principal at
     the following address: Fidelity National Title Insurance Company, 601
     Riverside Avenue, Jacksonville, FL 32204, Attn: Agency Accounting no later
     than thirty (30) days following the Effective Date, as hereinafter


                                    Page 14



     defined, of the title assurance. The Effective Date of any title assurance
     shall be the policy date set forth in Schedule A of the title insurance
     policy.

8.   Compensation. Principal's compensation shall be the amount required to be
     remitted hereunder by Agent. Agent's compensation shall be the rates and
     charges herein required to be collected, less the amount remitted to
     Principal. It is the Parties' mutual understanding and intent to maintain
     an annual weighted average compensation to Principal (and/or its
     affiliates) of twelve percent (12%) (or as adjusted pursuant to paragraph 4
     of this Rider) of the rates and charges required to be collected by Agent
     and its affiliates on a nationwide basis pursuant to all Issuing Agency
     Agreements in force between the Parties and/or their respective affiliates.
     The Parties hereto agree to assess on an annual basis the aggregate
     compensation of Principal and/or its affiliates under all such Issuing
     Agency Agreements, and to prospectively adjust the amounts remitted by
     Agent under one or more such Agreements in a good faith attempt to maintain
     the desired weighted average on a nationwide basis.

9.   General Liability Limit of Agent: Subject to the provisions of Paragraph 8,
     Agent shall be liable for the first portion of any Loss sustained or
     incurred by Principal as a result of the issuance of the Title Assurances
     by Agent in the amount set forth on Exhibit B for the jurisdiction
     indicated.

Executed this 28th day of September, 2004.

AGENT:                                 PRINCIPAL:

LSI Title Agency, Inc                  Fidelity National Title Insurance Company


By:  /s/ Donald E. Partington          By: /s/ Peter T. Sadowski
     -------------------------------       -------------------------------------
     Donald E. Partington                  Peter T. Sadowski
     Senior Vice President                 Senior Vice President


                                    Page 15

                                                                   EXHIBIT 10.32

                             ISSUING AGENCY CONTRACT

This Issuing Agency Contract ("Contract") is made and entered into this 28th of
September 2004, by and between Fidelity National Title Insurance Company, a
California corporation ("Principal") and Lender's Service Title Agency, Inc., an
Ohio corporation ("Agent").

In consideration of the promises and the mutual covenants herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Principal and Agent agree as follows:

1.   APPOINTMENT OF AGENT. Principal hereby appoints Agent as a policy issuing
     agent of Principal for the sole purpose of issuing title insurance
     commitments, policies, endorsements and other title assurances approved by
     Principal and by all required regulatory agencies, now in existence or
     hereafter developed, relating to real property located in all counties of
     the states listed on EXHIBIT A attached hereto ("geographic area") in
     accordance with the terms of this Contract; provided, however, that Agent
     will immediately cease and refrain from issuing any policies of Principal
     in any portion of the geographic area in which Principal informs Agent that
     Principal had, on the date indicated above, an exclusive agency agreement
     with another agent or agency. During the term of this Contract, pertaining
     to the geographic area:

     A.   Agent shall issue title insurance commitments, policies and
          endorsements of Principal and any other title insurance company;

     B.   Principal or its affiliates and subsidiaries shall have, and do
          retain, the right to appoint other agents; and

     C.   Principal and its affiliates or subsidiaries shall have, and do
          retain, the right to service directly any customer, and Principal or
          its affiliates or subsidiaries may, without limitation, do any of the
          following:

          (i)  issue directly, from any of its offices, or from any location
               nationwide, commitments, policies, endorsements, or any other
               title assurance or evidence, search or real estate information
               product, or any other product whatsoever, now in existence or
               hereafter developed (all of the foregoing are hereafter
               collectively referred to as "Information"); or

          (ii) purchase or otherwise obtain from any source any search data or
               Information.

2.   CONTRACT TERM. The term of this Contract shall be ten (10) years,
     commencing on October 1, 2004; provided however that Agent shall not issue
     any title insurance commitments, policies and endorsements of Principal in
     any county or state in the geographic area until Agent is duly licensed to
     do so by the applicable regulatory body in such state or permitted to do so
     by applicable law or regulation of such state. At any time after the
     initial five (5) years of this Contract, either party may give written
     notice to the other of its election to terminate this Contract with such
     termination to take effect at least five (5) years after delivery of the
     written notice. The term of this Contract shall be



     automatically extended beyond the initial ten (10) year term until (i)
     written notice is provided by either party and (ii) the term of the notice
     (which shall not be less than five (5) years) has expired. Notwithstanding
     the foregoing, either party hereto may terminate this Contract pursuant to
     Paragraph 9 hereof, and the terms of this Contract shall be open for
     renegotiation every three years on written notice of one party to the
     other.

3.   DUTIES OF PRINCIPAL. Principal shall:

     A.   Furnish Agent forms of commitments, policies, endorsements and other
          forms required for transacting Agent's title insurance business.

     B.   Furnish Agent guidelines and instructions for transacting Agent's
          title insurance business.

     C.   Resolve all risk assumption questions submitted by Agent.

     D.   Arrange for reinsurance where required, to the extent such reinsurance
          is available.

4.   DUTIES OF AGENT. Agent shall:

     A.   Receive and process applications for title insurance in a timely,
          prudent and ethical manner with due regard to recognized title
          insurance underwriting practices and in accordance with Principal's
          bulletins, manuals and other instructions of Principal.

     B.   Base each policy issued on behalf of Principal upon a determination of
          insurability of title that includes

          (i)  a search from earliest public records or in accordance with
               Principal's written instructions; and

          (ii) an examination of all documents affecting title to the subject
               property.

     C.   Supply, at Agent's expense, office space and qualified personnel for
          conducting business pursuant to this Contract by the date of execution
          of this Contract.

     D.   Prepare, preserve and maintain in Agent's possession a separate file
          for each application for title insurance containing all documents upon
          which Agent relied to make its determination of insurability,
          including, but not limited to: affidavits, maps, plats, lien waivers,
          surveys, title reports, searches, examinations, and work sheets,
          together with a copy of each commitment, policy, endorsement and other
          title assurance issued as well as closing statements, disbursement
          worksheets, copies of all checks disbursed and receipted, deposit
          slips, escrow agreements and any other instruments or documents
          executed or created at Closing. Pertaining to Agents files:



          (i)  Title thereto shall remain with Agent. Upon termination of this
               Contract, Agent shall allow Principal to copy, at Principal's
               cost and expense, Agent's files. Agent hereby grants to Principal
               the right to enter upon the premises of Agent or other locations
               where such files are maintained, during business hours, for
               purposes of recovering possession thereof;

          (ii) In the event Agent ceases to engage in the title insurance
               business, title to such files shall vest in Principal, and Agent
               shall deliver said files to Principal immediately upon
               termination of this Contract. Agent hereby grants to Principal
               the right to enter upon the premises of Agent or other locations
               where such said files are maintained, during business hours, for
               purposes of recovering possession thereof; and

          (iii) In the event Agent sells, transfers or conveys its title
               insurance operations or any interest therein to a third party,
               Principal shall have the right to copy such files, and the right
               to copy shall survive any sale, transfer or encumbrance of
               Agent's title insurance operations or an interest therein. Agent
               hereby grants to Principal the right to enter upon the premises
               of Agent or other locations where said title files are
               maintained, during business hours, for purposes of making a
               reproduction thereof.

     E.   Report to Principal, as hereafter set forth, by sending to Principal
          any one of the following:

          (i)  a copy of each policy, endorsement and other title assurance
               issued by Agent; or

          (ii) a voucher containing information regarding each policy,
               endorsement and other title assurance issued by Agent, as
               instructed by Principal; or

          (iii) information regarding each policy, endorsement and other title
               assurance issued by Agent, in magnetic or electronic format, as
               instructed by Principal.

     F.   Maintain a policy register in a form approved by Principal showing the
          disposition of all policies and other pre-numbered forms furnished by
          Principal. Upon request by Principal, Agent shall furnish a statement
          accounting for all such forms and shall return all spoiled, obsolete
          or canceled policies and forms to Principal. Agent shall safely
          maintain and store all forms furnished by Principal and hereby assumes
          liability for loss or damage suffered by Principal by reason of
          Agent's wrongful or negligent use or storage of such forms.

     G.   Provide Principal annually copies of annual financial statements of
          the agency and an updated Information Affidavit, such financial
          statements to be kept confidential by Principal.

     H.   Perform such services and render such assistance as Principal may
          reasonably request in connection with any claim or litigation arising
          from a commitment,



          policy, endorsement or other title assurance issued by Agent or by
          Principal on behalf of Agent or on account of any conduct of Agent,
          whether such claim or litigation is instituted during the term of this
          Contract or following termination thereof. In addition, Agent shall
          promptly forward to Principal:

          (i)  all documents received by Agent in which Principal is a party to
               judicial proceedings;

          (ii) all written complaints or inquiries made to any regulatory agency
               regarding transactions involving title insurance policies,
               endorsements, commitments or other title assurances of Principal;

          (iii) any information alleging a claim involving a policy, commitment,
               endorsement or other title assurance of Principal or a
               transaction for which Principal may be liable; and

          (iv) all original documentation and work papers associated with the
               transaction or conduct giving rise to any claim or complaint.

     I.   In those instances where Agent closes real estate transactions and
          receives and disburses funds of others, Agent shall

          (a)  maintain said funds safely in accounts fully insured by an agency
               of the Federal Government and in accordance with applicable state
               laws;

          (b)  maintain separate from Agent's personal or operating accounts all
               funds received by Agent from any source in connection with
               transaction(s) in which Principal's title insurance is involved;

          (c)  disburse such funds only for the purposes for which they were
               entrusted;

          (d)  maintain an escrow ledger for each title insurance order
               involving fiduciary funds, which ledger shall separately reflect
               the escrow activity for each order;

          (e)  maintain a control account showing total fiduciary liability for
               each escrow bank account; and

          (f)  reconcile monthly the control account and ledger records to the
               monthly bank statement.

     J.   Comply with all applicable laws and regulations relating to the
          conduct of Agent's business.

     K.   Comply with all bulletins, manuals and other instructions furnished to
          Agent in writing, by facsimile or other electronic transmission by
          Principal. If any reasonable doubt exists with regard to the
          insurability or marketability of title or as to whether a particular
          risk is extra-ordinary or extra-hazardous, Agent shall



          contact Principal or Principal's designated underwriting counsel for
          guidance and approval.

     L.   The parties hereto acknowledge that Agent is not an agent of Principal
          for purposes of conducting a Closing, as defined in Paragraph 7H
          hereof; however, because Principal may be subject to allegations of
          liability for acts of Agent with regard to Agent's settlement or
          escrow business, Agent shall cooperate with Principal in the
          performance of audits of Agent's escrow records, accounts and
          procedures. In addition, Agent agrees to provide to Principal, within
          thirty (30) days following receipt, a copy of any audit conducted by
          any accounting firm with respect to Agent's escrow records, accounts
          or procedures.

     M.   Timely furnish the insured with a title insurance policy and other
          title assurances Agent is obligated to issue.

     N.   Maintain in confidence the terms and conditions of this Contract.

     O.   Neither Agent nor any affiliate shall pay any commission for the
          solicitation or negotiation of any services constituting the business
          of title insurance, other than the payment of commissions, incentive
          compensation, or bonuses with respect to full-time salaried employees
          based on any such employees' level of production of any services
          constituting the business of title insurance. If Agent or, where
          applicable, its affiliates makes any such payments to full-time
          salaried employees, Agent or affiliate shall maintain adequate records
          detailing the conditions to receipt of any commission, incentive
          compensation, or bonus, the recipient thereof, and the amount paid. No
          employee of Agent shall, directly or indirectly, pay or offer to pay,
          either directly or indirectly, any part of his or her compensation to
          any person or entity defined in California Insurance Code section
          12404, as an inducement for or as compensation for any title insurance
          business or any escrow or other title business.

5.   RATES AND REMITTANCES. Agent has been provided with a Schedule of Rates and
     Remittances for the geographic area. Agent shall quote, charge, and collect
     the Rates set forth therein, as may be amended from time to time by
     Principal, and shall report and remit to Principal premiums as set forth
     therein.

6.   INSURANCE. Agent shall immediately obtain and keep in full force, at
     Agent's expense, during the term of this Contract:

          (i)  Title Insurance Agent's Errors and Omissions Policy with opinion
               of title coverage, with an insurance company acceptable to
               Principal in a sum of not less than $1,000,000 with, if
               reasonably available, a loss payee provision in favor of
               Principal; and

          (ii) Fidelity Insurance of $1,000,000 covering all officers,
               employees, shareholders, partners, members and other principals
               of Agent with a loss payee provision in favor of Principal.



     Agent will submit a copy of the policies to Principal within 14 days of the
     effective date of this Contract, and Agent agrees to furnish Principal
     annually with a copy of such policies and any renewals thereof and any
     other evidence that Principal may deem necessary to demonstrate compliance
     with this provision. Agent hereby assigns to Principal, Principal's legal
     representatives and assigns, all sums claims, demands and causes of action
     of whatsoever kind, that Agent may have against Agent's Errors and
     Omissions insurance company and against Agent's Fidelity insurance company,
     in connection with all claims arising out of the actions of Agent, its
     employees, agents, independent contractors and subcontractors which fall
     within the scope of this Paragraph 6 and the Contract hereof.

7.   LIMITATIONS ON AGENT'S AUTHORITY. Agent shall not, without prior written
     approval of Principal:

     A.   Commit Principal to a risk in excess of One Million Five Hundred
          Thousand Dollars ($1,500,000.00). This limit shall include not only
          the commitment, policy, endorsement and/or other title assurance
          immediately being issued, but also risks where

          (i)  Agent knows or has reason to believe that additional title
               insurance will be ordered covering substantially the same real
               property; or

          (ii) the aggregate liability will exceed the referenced limit, such as
               condominium and time share projects (hereafter referred to as the
               "Risk Limit").

     B.   Commit Principal to insure a title involving a risk which, if
          disclosed to Principal, would have been determined to be
          extra-ordinary or extra-hazardous, or which Agent knew or could have
          discovered, through the exercise of reasonable diligence, to have been
          based upon a disputed title. The provisions hereunder shall apply
          notwithstanding the fact that the dollar amount of the transaction or
          the risk is less than the Risk Limit set forth in Paragraph 7A hereof.

     C.   Alter the printed language of any commitment, policy, endorsement or
          other form furnished by Principal, or commit Principal to any
          particular interpretation of the terms or provisions thereof or issue
          any policy, endorsement or other title assurance which has not been
          approved for use by all required state regulatory agencies and by
          Principal.

     D.   Adjust or otherwise settle or attempt to settle any claim for loss for
          which Principal may become liable or engage counsel to represent
          Principal or the insured.

     E.   Accept service of process on Principal. Agent shall immediately notify
          Principal of any attempted service of process upon Agent for
          Principal. Agent shall also immediately notify Principal of any matter
          that is or may become a claim against Principal of which Agent has
          knowledge.



     F.   Incur bills or debts chargeable to Principal.

     G.   Commit Principal to a risk with respect to a transaction in which
          Agent, a member of Agent's immediate family, a partner, member or
          shareholder of Agent or a member of the immediate family of a partner,
          member or shareholder of Agent has or will have a legal or an
          equitable interest.

     H.   Handle escrow funds or conduct a Closing, as hereafter defined, of a
          transaction in which Agent, a member of Agent's immediate family, a
          partner, member or shareholder of Agent or a member of the immediate
          family of a partner, member or shareholder of Agent has or will have a
          legal or an equitable interest. The term "Closing" as used in this
          Contract shall mean: the handling and disbursement of settlement funds
          or the providing of settlement services.

     I.   Insure or commit to insure any property for an amount other than the
          fair market value of the estate or interest to be insured or the
          amount of the mortgage or portion thereof and other indebtedness
          secured thereby to be insured.

     J.   Neither Agent nor any Affiliated Attorney of Agent will represent any
          insured as against the interests of Principal. The term "Affiliated
          Attorney" as used herein shall mean any attorney who is an employee,
          associate, member, shareholder, or partner of Agent or any law firm
          that owns any legal or beneficial interest in Agent.

8.   LIABILITY OF AGENT. Agent shall be liable to and agrees to indemnify and to
     save harmless Principal for all attorneys' fees, court costs,
     administrative and other expenses and loss or aggregate of losses resulting
     from any one or more of the following:

     A.   Errors or omissions in any commitment, policy, endorsement or other
          title assurance which were disclosed by the application, by the
          abstracting, examination or other work papers or which were known to
          Agent or which, in the exercise of due diligence, should have been
          known to Agent;

     B.   Errors and/or omissions in any commitment, policy, endorsement or
          other title assurance caused by the abstracting or examination of
          title by Agent, Agent's employees, Agent's subcontractors or Agent's
          independent contractors;

     C.   Failure of any title insurance commitment, policy, endorsement or
          other title assurance to correctly reflect the status of title, the
          description of the insured real property or the vesting of title;

     D.   Failure of Agent, its officers and employees to comply with the terms
          of this Contract or with the guidelines, regulations or instructions
          given to Agent by Principal;

     E.   Any improper Closing or attempted Closing by Agent, Agent's employees,
          Agent's subcontractors or Agent's independent contractors, including
          but not limited to:



          (i)  loss or misapplication of customer funds, documents, or any other
               thing of value entrusted to Agent in any custodial or fiduciary
               capacity resulting in loss to Principal;

          (ii) failure to disburse properly or close in accordance with escrow
               and/or closing instructions;

          (iii) misappropriation of escrow or closing funds by Agent, its
               officers, subcontractors or employees;

          (iv) any loss pursuant to an Insured Closing Letter issued by
               Principal on behalf of Agent; or

          (v)  failure to disburse immediately available funds.

     F.   Issuance of a commitment, policy, endorsement or other title assurance
          insuring an extra-ordinary risk, extra-hazardous risk, or a risk Agent
          knew or should have know to be based upon a disputed title, not
          approved by Principal in advance of the issuance by Agent of documents
          committing Principal to insure.

     G.   Any act or failure to act by Agent or its employees, officers, agents,
          independent contractors or subcontractors which results in allegations
          of liability with respect to Principal or which results in Principal
          being liable for punitive, contractual or extra-contractual damages.

     H.   Assessment of a fine against Principal by the State Department of
          Insurance or the entity which supervises title insurance as a result
          of Agents violation of any regulations of the State Department of
          Insurance or State laws or regulations applicable to title insurance.

     I.   Failure of Agent to timely furnish insured with a title policy which
          Agent is obligated to issue.

     Agent agrees to immediately notify its fidelity bond carrier or errors and
     omissions insurance carrier of any claim for which Agent may be liable to
     Principal.

9.   TERMINATION OF ISSUING AGENCY CONTRACT. Notwithstanding anything the
     contrary herein, this Contract may be terminated in the event any one of
     the following events of default should occur:

     A.   Agent fails to report policies or remit premiums in accordance with
          the provisions hereof said default continues for the applicable cure
          period;

     B.   Agent materially deviates from the guidelines, instructions or escrow
          accounting standards of Principal furnished to Agent;

     C.   Either party hereto fails to perform any of the other material
          provisions, covenants or conditions of this Contract on its part to be
          performed;



     D.   A petition under the United States Bankruptcy Code is filed by or
          against either party hereto;

     E.   A supervisor, conservator or receiver is appointed for either party
          hereto or for substantially all of the assets of said party;

     F.   Agent ceases to engage in the abstract and title insurance agency
          business or Agent's license to engage in the abstract and title
          insurance business is revoked or suspended;

     G.   There is a change in the senior management of Agent, and Agent fails
          to secure prior written approval of Principal;

     H.   There is a change of more than 50% of the ownership of the Agent, and
          Agent fails to secure prior written approval of Principal;

     I.   The loss ratio during any calendar year, as herein defined, arising
          from policies issued by Agent, equals or exceeds fifty percent (50%);
          or

     J.   Agent, or any of its partners, shareholders, members or principals is
          convicted of a felony offense, is disbarred or is suspended from the
          practice of law or is determined by administrative proceedings or
          otherwise to have acted in violation of state or federal laws
          governing title insurance or activities related thereto.

     Upon the occurrence of an event of default, the non-defaulting party may
     terminate this Contract, upon the expiration of thirty (30) days from the
     date of written notice of default to the defaulting party and the
     defaulting party's failure to cure. Notwithstanding the foregoing, upon the
     occurrence of an event of default as described in Paragraph 9D or 9E, this
     Contract shall automatically terminate without notice. Upon the occurrence
     of an event of default as described in Paragraph 9B, 9F or 11, this
     Contract may be terminated by Principal immediately upon delivery of
     written notice to Agent.

     Upon expiration or termination of this Contract, Agent shall immediately
     furnish to Principal a true, correct and complete accounting of all
     remittances due hereunder, all orders involving Principal's title
     assurances which have not closed, all orders involving Principal's title
     assurances which have closed but for which no policy has been issued and
     all commitments, policies, endorsements and other title assurances of
     Principal which have been issued but not reported to Principal. Agent shall
     also provide Principal access to all forms and all files relating to
     commitments, policies and other title assurances of Principal. Agent shall
     promptly make an accounting of and deliver to Principal all unused title
     insurance forms, manuals, advertising, promotional materials, other
     supplies exhibiting Principal's name or any variation thereof and all other
     supplies furnished by Principal to Agent, except those which Principal
     authorizes Agent to retain for purposes of completing pending transactions.

     If Principal terminates this Contract as provided for herein, Principal
     shall at the same time give notice of the termination to the California
     Insurance Commissioner.



10.  EXAMINATION OF RECORDS. Agent agrees to provide to Principal access for
     examination purposes at any reasonable time or times to all files, books
     and accounts and other records of Agent relating to the business carried on
     hereunder and relating to the Closing of transactions involving a
     commitment to issue Principal's title assurances. Such right of examination
     may also be exercised after termination of this Contract.

11.  SHORTAGE OF FUNDS. In the event a shortage is revealed or discovered in
     Agent's accounts of funds entrusted to Agent by others or in the
     remittances due Principal hereunder, then Principal may declare immediately
     due and payable any debts owed by Agent, including any funds for which
     Principal may be responsible or have a liability therefor. On demand by
     Principal, Agent shall immediately make good the shortage.

12.  ADVERTISING. Agent agrees that it will not use the tradename, trade mark or
     any variation thereof of Principal or any of its subsidiaries or affiliated
     entities on any of its advertising without the prior written approval of
     Principal.

13.  CLAIMS. If a policy claim is made to Agent, if Agent receives notice of a
     potential claim, or if Agent receives notice of litigation which may result
     in a claim, Agent shall, immediately, by facsimile transmission or
     overnight mail, give notice of same to Principal and shall lend all
     reasonable assistance, without charge to Principal, in investigating,
     adjusting or contesting said claim. Agent is not authorized to act as or to
     provide counsel in connection with said claim; however, Principal may seek
     Agent's assistance in the selection of counsel.

14.  NOTICES. Except as otherwise specifically set forth in this Contract, all
     notices, requests, demands and other communications hereunder shall be in
     writing and shall be deemed to have been duly given when delivered by hand
     or when mailed first class postage prepaid, certified or registered mail,
     return receipt requested:

     If to Principal, to: Fidelity National Title Insurance Company
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn.: Agency Department

     If to Agent, to:     Lender's Services Title Agency, Inc.
                          171 N. Clark St., 8th Floor
                          Chicago, Illinois 60601

     or to such other address or addresses as each of the parties may
     communicate in writing to the other.

15.  NON-WAIVER BY PRINCIPAL. The failure of Principal to enforce strictly the
     performance by Agent of any provision of this Contract or to exercise any
     right or remedy following from Agent's breach of any condition herein or
     the acceptance by Principal of any payment, remittance or other performance
     during Agent's failure to perform or during Agent's breach shall not be
     deemed a waiver by Principal of its rights under this Contract as written
     and shall not be construed to be an amendment or modification of this
     Contract as written.



16.  ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Contract sets forth the entire
     understanding and agreement between the parties hereto with respect to the
     subject matter hereof. No terms, conditions, or warranties, other than
     those contained herein, and no amendments or modifications hereto shall be
     valid unless made in writing and signed by the parties hereto. This
     Contract supersedes all prior understandings of any kind, whether written
     or oral, with respect to the Contract and the subject matter hereof.

17.  ASSIGNMENT; BINDING EFFECT. This Contract is not assignable by Agent except
     upon written consent of Principal, and in any event shall be subject to the
     prior approval of the California Department of Insurance so long as Agent
     and Principal are "affiliates" as defined in section 1215 of the California
     Insurance Code. This Contract is, however, binding on and inures to the
     benefit of any corporate successor, parent corporation, affiliate or wholly
     owned subsidiary of Principal. The duties and obligations of Agent and any
     signatory or guarantor hereunder shall survive any merger, consolidation,
     dissolution or change in ownership or structure of Agent.

18.  EXCLUSIVITY. Agent shall have no authority and will not undertake to,
     without the prior written consent of Principal, serve as a policy issuing
     agent for, or issue title insurance commitments, policies, endorsements or
     other title assurances relating to real property located in the geographic
     area on behalf of, any person or entity, other than Principal, Chicago
     Title Insurance Company, National Title Insurance of New York, Inc., or any
     other title insurance underwriter within the Fidelity National Financial,
     Inc. holding company system.

19.  INVALID PROVISIONS. If any provision of this Contract or the other
     documents contemplated hereby is held to be illegal, invalid, or
     unenforceable under present or future laws, such provisions shall be fully
     severable; the appropriate documents shall be construed and enforced as if
     such illegal, invalid or unenforceable provision had never comprised a part
     hereof or thereto; and the remaining provisions hereof or thereof shall
     remain in full force and effect and shall not be affected by the illegal,
     invalid, or unenforceable provision. There shall be added automatically as
     a part hereof or thereto a provision as similar in terms to such illegal,
     invalid or unenforceable provision as may be possible and still be legal,
     valid and binding.

20.  GOVERNING LAW. This Contract shall be governed by and construed in
     accordance with the laws of the State of California.

21.  ATTORNEY'S FEES; COSTS; VENUE. If a legal action or other proceedings are
     brought for the enforcement of this Contract, or because of any alleged
     dispute, breach, default or misrepresentation in connection with any of the
     provisions of this Contract, the prevailing party shall be entitled to
     recover reasonable attorneys' fees, administrative costs and other costs
     incurred in that action or proceeding in addition to any other relief to
     which it may be entitled. In addition, in the event of a material breach by
     Agent, Principal shall be entitled to recover all costs and loss associated
     with resolving the matter giving rise to said material breach. Venue for
     any such proceeding shall be a location of Principal's choice.



22.  OTHER AGREEMENTS VOID. It is expressly understood and agreed by and between
     the parties hereto that this Contract sets forth all the promises,
     agreements, conditions and understandings between Principal and Agent with
     respect to this Contract and the subject matter hereof. Pertaining to such
     Contract, there are no promises, agreements, conditions or understandings,
     either oral or written, between them other than as are herein set forth.

23.  CONTRACT. The terms and conditions of this Contract shall apply only to
     Principal named herein and shall not apply to any company now or hereafter
     affiliated with Principal or with Principal's affiliate Chicago Title and
     Trust Company.

24.  SIGNATURES IN COUNTERPART. This Contract and any amendments or attachments
     thereto may be executed in one or more counterparts, each of which shall be
     construed together to form one contract.

IN WITNESS WHEREOF, this Contract is executed this 28th day of September 2004.

AGENT:

Lender's Service Title Agency, Inc.


By: /s/ Donald E. Partington
    ---------------------------------
    Donald E. Partington
    Senior Vice President and
    Assistant Secretary


PRINCIPAL:

Fidelity National Title Insurance Company


By: /s/ Peter T. Sadowski
    ---------------------------------
    Peter T. Sadowski
    Senior Vice President



                        RIDER TO ISSUING AGENCY CONTRACT

This Rider to Issuing Agency Contract (hereinafter referred to as "Rider") is
made by and between Fidelity National Title Insurance Company ("Principal") and
Lender's Service Title Agency, Inc. (" Agent") in order to amend and modify the
terms and provisions of that certain Issuing Agency Contract dated September 28,
2004 and executed contemporaneously herewith (the Issuing Agency Contract and
this Rider are hereinafter collectively referred to as the "Contract").

              RATES, REMITTANCES, AND GENERAL LIABILITY LIMITATION

1.   Attached hereto is the schedule of rates and remittances or manual for the
     area covered by this Contract. Agent shall quote, charge and collect said
     rates for each policy issued. Principal reserves the right to amend this
     schedule, at its discretion.

2.   Principal will quote special rates on request for special or unusual
     situations.

3.   For extraordinary or extra-hazardous risks and for extensions of policy
     coverage, Principal reserves the right to set and determine the charge.

4.   For each commitment, policy and endorsement of Principal issued by Agent
     pursuant to this Contract, Agent shall report and remit that portion of
     premiums collected in each jurisdiction as set forth in Exhibit B. If the
     Loss Percentage during any calendar year, as herein defined, arising from
     policies issued by Agent, equals or exceeds twenty percent (20%), Agent and
     Principal agree to review and adjust, in good faith, the remittance rate
     set forth in this paragraph and the general liability limit set forth in
     the Paragraph numbered "9" of this Rider. For the purposes of this
     paragraph, Loss Percentage shall mean the total losses incurred by
     Principal during a calendar year or portion thereof at the inception of
     this Agreement (including all costs and attorneys fees paid, net of
     recoupment, plus claim-based reserves set during such period) divided by
     remittances received pursuant to this paragraph during the same calendar
     year or portion thereof at the inception of this Agreement, expressed as a
     percentage.

5.   For charges made pursuant to Paragraphs numbered "2" and "3" of this Rider,
     and orders referred to Agent by Principal, Agent shall remit an amount as
     shall be agreed upon between Principal and Agent.

6.   Where Principal purchases reinsurance or excess coinsurance, a decision
     that rests solely with Principal, the division of the rates as herein
     provided shall be computed on the net amount remaining after deducting the
     costs thereof. Agent shall remit to Principal the cost of such reinsurance
     or coinsurance.

7.   All payments required hereunder shall be directed to Principal as hereafter
     set forth: Remitted premiums, together with any remittance report or
     information required by the Contract, shall be delivered to Principal at
     the following address: Fidelity National Title Insurance Company, 601
     Riverside Avenue, Jacksonville FL 32204, Attn: Agency Accounting no later
     than thirty (30) days following the Effective Date, as hereinafter



     defined, of the title assurance. The Effective Date of any title assurance
     shall be the policy date set forth in Schedule A of the title insurance
     policy.

8.   Compensation. Principal's compensation shall be the amount required to be
     remitted hereunder by Agent. Agent's compensation shall be the rates and
     charges herein required to be collected, less the amount remitted to
     Principal. It is the Parties' mutual understanding and intent to maintain
     an annual weighted average compensation to Principal (and/or its
     affiliates) of twelve percent (12%) (or as adjusted pursuant to paragraph 4
     of this Rider) of the rates and charges required to be collected by Agent
     and its affiliates on a nationwide basis pursuant to all Issuing Agency
     Agreements in force between the Parties and/or their respective affiliates.
     The Parties hereto agree to assess on an annual basis the aggregate
     compensation of Principal and/or its affiliates under all such Issuing
     Agency Agreements, and to prospectively adjust the amounts remitted by
     Agent under one or more such Agreements in a good faith attempt to maintain
     the desired weighted average on a nationwide basis.

9.   General Liability Limit of Agent: Subject to the provisions of Paragraph 8,
     Agent shall be liable for the first portion of any Loss sustained or
     incurred by Principal as a result of the issuance of the Title Assurances
     by Agent in the amount set forth on Exhibit B for the jurisdiction
     indicated.

Executed this 28th day of September, 2004.

AGENT:                                  PRINCIPAL:

Lender's Service Title Agency, Inc.     Fidelity National Title Insurance
                                        Company


By: /s/ Donald E. Partington            By: /s/ Peter T. Sadowski
    ---------------------------------       ------------------------------------
    Donald E. Partington                    Peter T. Sadowski
    Senior Vice President                   Senior Vice President
    Assistant Secretary

                                                                   EXHIBIT 10.33

                             ISSUING AGENCY CONTRACT

This Issuing Agency Contract ("Contract") is made and entered into this 28th of
September 2004, by and between Fidelity National Title Insurance Company, a
California corporation ("Principal") and LSI Alabama, LLC, an Alabama Limited
Liability Company ("Agent").

In consideration of the promises and the mutual covenants herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Principal and Agent agree as follows:

1.   APPOINTMENT OF AGENT. Principal hereby appoints Agent as a policy issuing
     agent of Principal for the sole purpose of issuing title insurance
     commitments, policies, endorsements, and other title assurances approved by
     Principal and by all required regulatory agencies, now in existence or
     hereafter developed, relating to real property located in all counties of
     the State of Alabama ("geographic area") in accordance with the terms of
     this Contract; provided, however, that Agent will immediately cease and
     refrain from issuing any policies of Principal in any portion of the
     geographic area in which Principal informs Agent that Principal had, on the
     date indicated above, an exclusive agency agreement with another agent or
     agency. During the term of this Contract, pertaining to the geographic
     area:

     A.   Agent shall issue title insurance commitments, policies and
          endorsements of Principal and my other title insurance Company;

     B.   Principal or its affiliates and subsidiaries shall have, and do
          retain, the right to appoint other agents; and

     C.   Principal and its affiliates or subsidiaries shall have, and do
          retain, the right to service directly any customer, and Principal or
          its affiliates or subsidiaries may, without limitation, do any of the
          following:

          (i)  issue directly, from any of its offices, or from any location
               nationwide, commitments, policies, endorsements, or any other
               title assurance or evidence, search or real estate information
               product, or any other product whatsoever, now in existence or
               hereafter developed (all of the foregoing are hereafter
               collectively referred to as "Information"); or

          (ii) purchase or otherwise obtain from any source any search data or
               Information.

2.   CONTRACT TERM. The term of this Contract shall be ten (10) years,
     commencing on October 1, 2004; provided however that Agent shall not issue
     any title insurance commitments, policies and endorsements of Principal in
     any county



     in the geographic area unless Agent is duly licensed as to act as a title
     agent in or for such county. At any time after the initial five (5) years
     of this Contract, either party may give written notice to the other of its
     election to terminate this Contract with such termination to take effect at
     least five (5) years after delivery of the written notice. The term of this
     Contract shall be automatically extended beyond the initial ten (10) year
     term until (i) written notice is provided by either party and (ii) the term
     of the notice (which shall not be less than five (5) years) has expired.
     Notwithstanding the foregoing, either party hereto may terminate this
     Contract pursuant to Paragraph 9 hereof, and the terms of this Contract
     shall be open for renegotiation every three years on written notice of one
     party to the other.

3.   DUTIES OF PRINCIPAL. Principal shall:

     A.   Furnish Agent forms of commitments, policies, endorsements and other
          forms required for transacting Agent's title insurance business.

     B.   Furnish Agent guidelines and instructions for transacting Agent's
          title insurance business.

     C.   Resolve all risk assumption questions submitted by Agent.

     D.   Arrange for reinsurance where required, to the extent such reinsurance
          is available.

4.   DUTIES OF AGENT. Agent shall:

     A.   Receive and process applications for title insurance in a timely,
          prudent and ethical manner with due regard to recognized title
          insurance underwriting practices and in accordance with Principal's
          bulletins, manuals and other instructions of Principal.

     B.   Base each policy issued on behalf of Principal upon a determination of
          insurability of title that includes

          (i)  a search from earliest public records or in accordance with
               Principal's written instructions; and

          (ii) an examination of all documents affecting title to the subject
               property.

     C.   Supply, at Agent's expense, office space and qualified personnel for
          conducting business pursuant to this Contract by the date of execution
          of this Contract.

     D.   Prepare, preserve and maintain in Agent's possession a separate file
          for each application for title insurance containing all documents upon
          which Agent relied to make its determination of insurability,
          including, but not limited to: affidavits, maps, plats, lien waivers,
          surveys, title reports,



          searches, examinations, and work sheets, together with a copy of each
          commitment, policy, endorsement and other title assurance issued as
          well as closing statements, disbursement worksheets, copies of all
          checks disbursed and receipted, deposit slips, escrow agreements and
          any other instruments or documents executed or created at Closing.
          Pertaining to Agent's files:

          (i)  Title thereto shall remain with Agent. Upon termination of this
               Contract, Agent shall allow Principal to copy, at Principal's
               cost and expense, Agent's files. Agent hereby grants to Principal
               the right to enter upon the premises of Agent or other locations
               where such files are maintained, during business hours, for
               purposes of recovering possession thereof;

          (ii) In the event Agent ceases to engage in the title insurance
               business, title to such files shall vest in Principal, and Agent
               shall deliver said files to Principal immediately upon
               termination of this Contract. Agent hereby grants to Principal
               the right to enter upon the premises of Agent or other locations
               where such said files are maintained, during business hours, for
               purposes of recovering possession thereof.

          (iii) In the event Agent sells, transfers or conveys its title
               insurance operations or any interest therein to a third party,
               Principal shall have the right to copy such files, and the right
               to copy shall survive any sale, transfer or encumbrance of
               Agent's title insurance operations or an interest therein. Agent
               hereby grants to Principal the right to enter upon the premises
               of Agent or other locations where said title files are
               maintained, during business hours, for purposes of making a
               reproduction thereof.

     E.   Report to Principal, as hereafter set forth, by sending to Principal
          any one of the following:

          (i)  a copy of each policy, endorsement and other title assurance
               issued by Agent; or

          (ii) a voucher containing information regarding each policy,
               endorsement and other title assurance issued by Agent, as
               instructed by Principal; or

          (iii) information regarding each policy, endorsement and other title
               assurance issued by Agent, in magnetic or electronic format, as
               instructed by Principal.

     F.   Maintain a policy register in a form approved by Principal showing the
          disposition of all policies and other pre-numbered forms furnished by
          Principal. Upon request by Principal, Agent shall furnish a statement



          accounting for all such forms and shall return all spoiled, obsolete
          or canceled policies and forms to Principal. Agent shall safely
          maintain and store all forms furnished by Principal and hereby assumes
          liability for loss or damage suffered by Principal by reason of
          Agent's wrongful or negligent use or storage of such forms.

     G.   Provide Principal annually copies of annual financial statements of
          the agency and an updated Information Affidavit, such financial
          statements to be kept confidential by Principal.

     H.   Perform such services and render such assistance as Principal may
          reasonably request in connection with any claim or litigation arising
          from a commitment, policy, endorsement or other title assurance issued
          by Agent or by Principal on behalf of Agent or on account of any
          conduct of Agent, whether such claim or litigation is instituted
          during the term of this Contract or following termination thereof. In
          addition, Agent shall promptly forward to Principal:

          (i)  all documents received by Agent in which Principal is a party to
               judicial proceedings;

          (ii) all written complaints or inquiries made to any regulatory agency
               regarding transactions involving title insurance policies,
               endorsements, commitments or other title assurances of Principal;

          (iii) any information alleging a claim involving a policy, commitment,
               endorsement or other title assurance of Principal or a
               transaction for which Principal may be liable; and

          (iv) all original documentation and work papers associated with the
               transaction or conduct giving rise to any claim or complaint.

     I.   In those instances where Agent closes real estate transactions and
          receives and disburses funds of others, Agent shall

          (a)  maintain said funds safely in accounts fully insured by an agency
               of the Federal Government and in accordance with applicable state
               laws;

          (b)  maintain separate from Agent's personal or operating accounts all
               funds received by Agent from any source in connection with
               transaction(s) in which Principal's title insurance is involved;

          (c)  disburse such funds only for the purposes for which they were
               entrusted;



          (d)  maintain an escrow ledger for each title insurance order
               involving fiduciary funds, which ledger shall separately reflect
               the escrow activity for each order;

          (e)  maintain a control account showing total fiduciary liability for
               each escrow bank account; and

          (f)  reconcile monthly the control account and ledger records to the
               monthly bank statement.

     J.   Comply with all applicable laws and regulations relating to the
          conduct of Agent's business.

     K.   Comply with all bulletins, manuals and other instructions furnished to
          Agent in writing, by facsimile or other electronic transmission by
          Principal. If any reasonable doubt exists with regard to the
          insurability or marketability of title or as to whether a particular
          risk is extraordinary or extra-hazardous, Agent shall contact
          Principal or Principal's designated underwriting counsel for guidance
          and approval.

     L.   The parties hereto acknowledge that Agent is not an agent of Principal
          for purposes of conducting a Closing, as defined in Paragraph 7H
          hereof; however, because Principal may be subject to allegations of
          liability for acts of Agent with regard to Agent's settlement or
          escrow business, Agent shall cooperate with Principal in the
          performance of audits of Agent's escrow records, accounts and
          procedures. In addition, Agent agrees to provide to Principal, within
          thirty (30) days following receipt, a copy of any audit conducted by
          any accounting firm with respect to Agent's escrow records, accounts
          or procedures.

     M.   Timely furnish the insured with a title insurance policy and other
          title assurances Agent is obligated to issue.

     N.   Maintain in confidence the terms and conditions of this Contract.

     O.   Neither Agent nor any affiliate shall pay any commission for the
          solicitation or negotiation of any services constituting the business
          of title insurance, other than the payment of commissions, incentive
          compensation, or bonuses with respect to full-time salaried employees
          based on any such employees' level of production of any services
          constituting the business of title insurance. If Agent or, where
          applicable, its affiliates makes any such payments to full-time
          salaried employees, Agent or affiliate shall maintain adequate records
          detailing the conditions to receipt of any commission, incentive
          compensation, or bonus, the recipient thereof, and the amount paid. No
          employee of Agent shall, directly or indirectly, pay or offer to pay,
          either directly or indirectly, any part of his or her compensation to
          any person or entity defined in California Insurance Code section
          12404, as an inducement for or as



          compensation for any title insurance business or any escrow or other
          title business.

5.   RATES AND REMITTANCES. Attached hereto and made a part hereof is a Schedule
     of Rates and Remittances or Rider. Agent shall quote, charge and collect
     the Rates set forth therein and shall report and remit to Principal
     premiums as set forth therein.

6.   INSURANCE. Agent shall immediately obtain and keep in full force, at
     Agent's expense, during the term of this Contract:

          (i)  Title Insurance Agent's Errors and Omissions Policy with opinion
               of title coverage, with an insurance company acceptable to
               Principal in a sum of not less than $1,000,000 with, if
               reasonably available, a loss payee provision in favor of
               Principal; and

          (ii) Fidelity Insurance of $1,000,000 covering all officers,
               employees, shareholders, partners, members and other principals
               of Agent with a loss payee provision in favor of Principal.

     Agent will submit a copy of the policies to Principal within 14 days of the
     effective date of this Contract, and Agent agrees to furnish Principal
     annually with a copy of such policies and any renewals thereof and any
     other evidence that Principal may deem necessary to demonstrate compliance
     with this provision. Agent hereby assigns to Principal, Principal's legal
     representatives and assigns, all sums claims, demands and causes of action
     of whatsoever kind, that Agent may have against Agent's Errors and
     Omissions insurance company and against Agent's Fidelity insurance company,
     in connection with all claims arising out of the actions of Agent, its
     employees, agents, independent contractors and subcontractors which fall
     within the scope of this Paragraph 6 and the Contract hereof.

7.   LIMITATIONS ON AGENT'S AUTHORITY. Agent shall not, without prior written
     approval of Principal:

     A.   Commit Principal to a risk in excess of One Million Five Hundred
          Thousand Dollars ($1,500,000.00). This limit shall include not only
          the commitment, policy, endorsement and/or other title assurance
          immediately being issued, but also risks where:



          (i)  Agent knows or has reason to believe that additional title
               insurance will be ordered covering substantially the same real
               property; or

          (ii) the aggregate liability will exceed the referenced limit, such as
               condominium and time share projects (hereafter referred to as the
               "Risk Limit").

     B.   Commit Principal to insure a title involving a risk which, if
          disclosed to Principal, would have been determined to be
          extra-ordinary or extra-hazardous, or which Agent knew or could have
          discovered, through the exercise of reasonable diligence, to have been
          based upon a disputed title. The provisions hereunder shall apply
          notwithstanding the fact that the dollar amount of the transaction or
          the risk is less than the Risk Limit set forth in Paragraph 7A hereof.

     C.   Alter the printed language of any commitment, policy, endorsement, or
          other form furnished by principal, or commit Principal to any
          particular interpretation of the terms or provisions thereof or issue
          any policy, endorsement or other title assurance which ahs not been
          approved for use by all required state regulatory agencies and by
          Principal.

     D.   Adjust or otherwise settle or attempt to settle any claim for loss for
          which Principal may become liable or engage counsel to represent
          Principal or the insured.

     E.   Accept service of process on Principal. Agent shall immediately notify
          Principal of any attempted service of process upon Agent for
          Principal. Agent shall also immediately notify Principal of any matter
          that is or may become a claim against Principal of which Agent has
          knowledge.

     F.   Incur bills or debts chargeable to Principal.

     G.   Commit Principal to a risk with respect to a transaction in which
          Agent, a member of Agent's immediate family, a partner, member or
          shareholder of Agent or a member of the immediate family of a partner,
          member or shareholder of Agent has or will have a legal or an
          equitable interest.

     H.   Handle escrow funds or conduct a Closing, as hereafter defined, of a
          transaction in which Agent, a member of Agent's immediate family, a
          partner, member or shareholder of Agent or a member of the immediate
          family of a partner, member or shareholder of Agent has or will have a
          legal or an equitable interest. The term "Closing" as used in this
          Contract shall mean: the handling and disbursement of settlement funds
          or the providing of settlement services.

     I.   Insure or commit to insure any property for an amount other than the
          fair market value of the estate or interest to be insured or the
          amount of the mortgage or portion thereof and other indebtedness
          secured thereby to be insured.



     J.   Neither Agent nor any Affiliated Attorney of Agent will represent any
          insured as against the interests of Principal. The term "Affiliated
          Attorney" as used herein shall mean any attorney who is an employee,
          associate, member, shareholder, or partner of Agent or any law firm
          that owns any legal or beneficial interest in Agent.

8.   LIABILITY OF AGENT. Agent shall be liable to and agrees to indemnify and to
     save harmless Principal for all attorney's fees, court costs,
     administrative and other expenses and loss or aggregate of losses resulting
     from any one or more of the following:

     A.   Errors or omissions in any commitment, policy, endorsement or other
          title assurance which were disclosed by the application, by the
          abstracting, examination or other work papers or which were known to
          Agent or which, in the exercise of due diligence, should have been
          known to Agent;

     B.   Errors and/or omissions in any commitment, policy, endorsement or
          other title assurance caused by the abstracting or examination of
          title by Agent, Agent's employees, Agent's subcontractors or Agent's
          independent contractors;

     C.   Failure of any title insurance commitment, policy, endorsement or
          other title assurance to correctly reflect the status of title, the
          description of the insured real property or the vesting of title;

     D.   Failure of Agent, its officers and employees to comply with the terms
          of this Contract or with the guidelines, regulations or instructions
          given to Agent by Principal;

     E.   Any improper Closing or attempted Closing by Agent, Agent's employees,
          Agent's subcontractors or Agent's independent contractors, including
          but not limited to:

          (i)  loss or misapplication of customer funds, documents, or any other
               thing of value entrusted to Agent in any custodial or fiduciary
               capacity resulting in loss to Principal;

          (ii) failure to disburse properly or close in accordance with escrow
               and/or closing instructions;

          (iii) misappropriation of escrow or closing funds by Agent, its
               officers, subcontractors or employees;

          (iv) any loss pursuant to an Insured Closing Letter issued by
               Principal on behalf of Agent; or



          (v)  failure to disburse immediately available funds.

     F.   Issuance of a commitment, policy, endorsement or other title assurance
          insuring an extraordinary risk, extra-hazardous risk, or a risk Agent
          knew or should have know to be based upon a disputed title, not
          approved by Principal in advance of the issuance by Agent of documents
          committing Principal to insure.

     G.   Any act or failure to act by Agent or its employees, officers, agents,
          independent contractors or subcontractors which results in allegations
          of liability with respect to Principal or which results in Principal
          being liable for punitive, contractual or extra-contractual damages.

     H.   Assessment of a fine against Principal by the State Department of
          Insurance or the entity which supervises title insurance as a result
          of Agent's violation of any regulations of the State Department of
          Insurance or State laws or regulations applicable to title insurance.

     I.   Failure of Agent to timely furnish insured with a title policy which
          Agent is obligated to issue.

Agent agrees to immediately notify its fidelity bond carrier or errors and
omissions insurance carrier of any claim for which Agent may be liable to
Principal.

9.   TERMINATION OF ISSUING AGENCY CONTRACT. Notwithstanding anything the
     contrary herein, this Contract may be terminated in the event any one of
     the following events of default should occur:

     A.   Agent fails to report policies or remit premiums in accordance with
          the provisions hereof said default continues for the applicable cure
          period;

     B.   Agent materially deviates from the guidelines, instructions or escrow
          accounting standards of Principal furnished to Agent;

     C.   Either party hereto fails to perform any of the other material
          provisions, covenants or conditions of this Contract on its part to be
          performed;

     D.   A petition under the United States Bankruptcy Code is filed by or
          against either party hereto;

     E.   A supervisor, conservator or receiver is appointed for either party
          hereto or for substantially all of the assets of said party;

     F.   Agent ceases to engage in the abstract and title insurance agency
          business or Agent's license to engage in the abstract and title
          insurance business is revoked or suspended;

     G.   There is a change in the senior management of Agent, and Agent fails
          to secure prior written approval of Principal;



     H.   There is a change of more than 50% of the ownership of the Agent, and
          Agent fails to secure prior written approval of Principal;

     I.   The loss ratio during any calendar year, as herein defined, arising
          from policies issued by Agent, equals or exceeds fifty percent (50%);
          or

     J.   Agent, or any of its partners, shareholders, members or principals is
          convicted of a felony offense, is disbarred or is suspended from the
          practice of law or is determined by administrative proceedings or
          otherwise to have acted in violation of state or federal laws
          governing title insurance or activities related thereto.

Upon the occurrence of an event of default, the non-defaulting party may
terminate this Contract, upon the expiration of thirty (30) days from the date
of written notice of default to the defaulting party and the defaulting party's
failure to cure. Notwithstanding the foregoing, upon the occurrence of an event
of default as described in Paragraph 9D or 9E, this Contract shall automatically
terminate without notice. Upon the occurrence of an event of default as
described in Paragraph 9B, 9F or 11, this Contract may be terminated by
Principal immediately upon delivery of written notice to Agent.

Upon expiration or termination of this Contract, Agent shall immediately furnish
to Principal a true, correct and complete accounting of all remittances due
hereunder, all orders involving Principal's title assurances which have not
closed, all orders involving Principal's title assurances which have closed but
for which no policy has been issued and all commitments, policies, endorsements
and other title assurances of Principal which have been issued but not reported
to Principal. Agent shall also provide

Principal access to all forms and all files relating to commitments, policies
and other title assurances of Principal. Agent shall promptly make an accounting
of and deliver to Principal all unused title insurance forms, manuals,
advertising, promotional materials, other supplies exhibiting Principal's name
or any variation thereof and all other supplies furnished by Principal to Agent,
except those which Principal authorizes Agent to retain for purposes of
completing pending transactions.

If Principal terminates this Contract as provided for herein, Principal shall at
the same time give notice of the termination to the California Insurance
Commissioner.

10.  EXAMINATION OF RECORDS. Agent agrees to provide to Principal access for
     examination purposes at any reasonable time or times to all files, books
     and accounts and other records of Agent relating to the business carried on
     hereunder and relating to the Closing of transactions involving a
     commitment to issue Principal's title assurances. Such right of examination
     may also be exercised after termination of this Contract.

11.  SHORTAGE OF FUNDS. In the event a shortage is revealed or discovered in
     Agent's accounts of funds entrusted to Agent by others or in the
     remittances due



     Principal hereunder, then Principal may declare immediately due and payable
     any debts owed by Agent, including any funds for which Principal may be
     responsible or have a liability therefor. On demand by Principal, Agent
     shall immediately make good the shortage.

12.  ADVERTISING. Agent agrees that it will not use the tradename, trade mark or
     any variation thereof of Principal or any of its subsidiaries or affiliated
     entities on any of its advertising without the prior written approval of
     Principal.

13   CLAIMS. If a policy claim is made to Agent, if Agent receives notice of a
     potential claim, or if Agent receives notice of litigation which may result
     in a claim, Agent shall, immediately, by facsimile transmission or
     overnight mail, give notice of same to Principal and shall lend all
     reasonable assistance, without charge to Principal, in investigating,
     adjusting or contesting said claim. Agent is not authorized to act as or to
     provide counsel in connection with said claim; however, Principal may seek
     Agent's assistance in the selection of counsel.

14.  NOTICES. Except as otherwise specifically set forth in this Contract, all
     notices, requests, demands and other communications hereunder shall be in
     writing and shall be deemed to have been duly given when delivered by hand
     or when mailed first class postage prepaid, certified or registered mail,
     return receipt requested:

          If to Principal, to: Fidelity national Title Insurance Company
                               601 Riverside Avenue
                               Jacksonville, FL 32204
                               Attn.: Agency Desciption

          If to Agent, to:     LSI Alabama, LLC
                               171 N. Clark St., 8th Floor
                               Chicago, Illinois 60601

     or to such other address or addresses as each of the parties may
     communicate in writing to the other.

15.  NON-WAIVER BY PRINCIPAL. The failure of Principal to enforce strictly the
     performance by Agent of any provision of this Contract or to exercise any
     right or remedy following from Agent's breach of any condition herein or
     the acceptance by Principal of any payment, remittance or other performance
     during Agent's failure to perform or during Agent's breach shall not be
     deemed a waiver by Principal of its rights under this Contract as written
     and shall not be construed to be an amendment or modification of this
     Contract as written.

16.  ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Contract sets forth the entire
     understanding and agreement between the parties hereto with respect to the
     subject matter hereof. No terms, conditions, or warranties, other than
     those



     contained herein, and no amendments or modifications hereto shall be valid
     unless made in writing and signed by the parties hereto. This Contract
     supersedes all prior understandings of any kind, whether written or oral,
     with respect to the Contract and the subject matter hereof.

17.  ASSIGNMENT; BINDING EFFECT. This Contract is not assignable by Agent except
     upon written consent of Principal, and in any event shall be subject to the
     prior approval of the California Department of Insurance so long as Agent
     and Principal are "affiliates" as defined in section 1215 of the California
     Insurance Code. This Contract is, however, binding on and inures to the
     benefit of any corporate successor, parent corporation, affiliate or wholly
     owned subsidiary of Principal. The duties and obligations of Agent and any
     signatory or guarantor hereunder shall survive any merger, consolidation,
     dissolution or change in ownership or structure of Agent.

18.  EXCLUSIVITY. Agent shall have no authority and will not undertake to,
     without the prior written consent of Principal, serve as a policy issuing
     agent for, or issue title insurance commitments, policies, endorsements or
     other title assurances relating to real property located in the geographic
     area on behalf of, any person or entity, other than Principal, Chicago
     Title Insurance Company, National Title Insurance of New York, Inc., or any
     other title insurance underwriter within the Fidelity National Financial,
     Inc. holding company system.

19.  INVALID PROVISIONS. If any provision of this Contract or the other
     documents contemplated hereby is held to be illegal, invalid, or
     unenforceable under present or future laws, such provisions shall be fully
     severable; the appropriate documents shall be construed and enforced as if
     such illegal, invalid or unenforceable provision had never comprised a part
     hereof or thereto; and the remaining provisions hereof or thereof shall
     remain in full force and effect and shall not be affected by the illegal,
     invalid, or unenforceable provision. There shall be added automatically as
     a part hereof or thereto a provision as similar in terms to such illegal,
     invalid or unenforceable provision as may be possible and still be legal,
     valid and binding.

20.  GOVERNING LAW. This Contract shall be governed by and construed in
     accordance with the laws of the State of California.

21.  ATTORNEY'S FEES; COSTS; VENUE. If a legal action or other proceedings are
     brought for the enforcement of this Contract, or because of any alleged
     dispute, breach, default or misrepresentation in connection with any of the
     provisions of this Contract, the prevailing party shall be entitled to
     recover reasonable attorneys' fees, administrative costs and other costs
     incurred in that action or proceeding in addition to any other relief to
     which it may be entitled. In addition, in the event of a material breach by
     Agent, Principal shall be entitled to recover all costs and loss associated
     with resolving the matter giving rise to said material breach. Venue for
     any such proceeding shall be a location of Principal's choice.



22.  OTHER AGREEMENTS VOID. It is expressly understood and agreed by and between
     the parties hereto that this Contract sets forth all the promises,
     agreements, conditions and understandings between Principal and Agent with
     respect to this Contract and the subject matter hereof. Pertaining to such
     Contract, there are no promises, agreements, conditions or understandings,
     either oral or written, between them other than as are herein set forth.

23.  CONTRACT. The terms and conditions of this Contract shall apply only to
     Principal named herein and shall not apply to any company now or hereafter
     affiliated with Principal or with Principal's affiliate Chicago Title and
     Trust Company.

24.  SIGNATURES IN COUNTERPART. This Contract and any amendments or attachments
     thereto may be executed in one or more counterparts, each of which shall be
     construed together to form one contract.

IN WITNESS WHEREOF, this Contract is executed this 28th day of September 2004..

                                       AGENT:

                                       LSI Alabama, LLC


                                       By: /s/ Donald E. Partington
                                           -------------------------------------
                                           Donald E. Partington
                                           Senior Vice President and
                                           Assistant Secretary


                                       PRINCIPAL:

                                       Fidelity National Title Insurance Company


                                       By: /s/ Peter T. Sadowski
                                           -------------------------------------
                                           Peter T. Sadowski
                                           Senior Vice President



                        RIDER TO ISSUING AGENCY CONTRACT

This Rider to Issuing Agency Contract (hereinafter referred to as "Rider") is
made by and between Fidelity National Title Insurance Company ("Principal") and
LSI Alabama, LLC ("Agent" ) in order to amend and modify the terms and
provisions of that certain Issuing Agency Contract dated September 28, 2004 and
executed contemporaneously herewith (the Issuing Agency Contract and this Rider
are hereinafter collectively referred to as the "Contract.")

              RATES, REMITTANCES, AND GENERAL LIABILITY LIMITATION

1.   Attached hereto is the schedule of rates and remittances or manual for the
     area covered by this Contract. Agent shall quote, charge and collect said
     rates for each policy issued. Principal reserves the right to amend this
     schedule, at its discretion.

2.   Principal will quote special rates on request for special or unusual
     situations.

3.   For extraordinary or extra-hazardous risks and for extensions of policy
     coverage, Principal reserves the right to set and determine the charge.

4.   For each commitment, policy and endorsement of Principal issued by Agent
     pursuant to this Contract, Agent shall report and remit twenty percent
     (20%) of the rates set forth in Paragraph number "1" of this Rider. If the
     Loss Percentage during any calendar year, as herein defined, arising from
     policies issued by Agent, equals or exceeds twenty percent (20%), Agent and
     Principal agree to review and adjust, in good faith, the remittance rate
     set forth in this paragraph and the general liability limit set forth in
     the Paragraph numbered "9" of this Rider. For the purposes of this
     paragraph, Loss Percentage shall mean the total losses incurred by
     Principal during a calendar year or portion thereof at the inception of
     this Agreement (including all costs and attorneys fees paid, net of
     recoupment, plus claim-based reserves set during such period) divided by
     remittances received pursuant to this paragraph during the same calendar
     year or portion thereof at the inception of this Agreement, expressed as a
     percentage.

5.   For charges made pursuant to Paragraphs numbered "2" and "3" of this Rider,
     and orders referred to Agent by Principal, Agent shall remit an amount as
     shall be agreed upon between Principal and Agent.

6.   Where Principal purchases reinsurance or excess coinsurance, a decision
     that rests solely with Principal, the division of the rates as herein
     provided shall be computed on the net amount remaining after deducting the
     costs thereof. Agent shall remit to Principal the cost of such reinsurance
     or coinsurance.

7.   All payments required hereunder shall be directed to Principal as hereafter
     set forth: Remitted premiums, together with any remittance report or
     information required by the Contract, shall be delivered to Principal at
     the following address: Fidelity



     National Title Insurance Company, 601 Riverside Avenue, Jacksonville FL
     32204, Attn: Agency Accounting no later than thirty (30) days following the
     Effective Date, as hereinafter defined, of the title assurance. The
     Effective Date of any title assurance shall be the policy date set forth in
     Schedule A of the title insurance policy.

8.   COMPENSATION. Principal's compensation shall be the amount required to be
     remitted hereunder by Agent. Agent's compensation shall be the rates and
     charges herein required to be collected, less the amount remitted to
     Principal. It is the Parties' mutual understanding and intent to maintain
     an annual weighted average compensation to Principal (and/or its
     affiliates) of twelve percent (12%) (or as adjusted pursuant to paragraph 4
     of this Rider) of the rates and charges required to be collected by Agent
     and its affiliates on a nationwide basis pursuant to all Issuing Agency
     Agreements in force between the Parties and/or their respective affiliates.
     The Parties hereto agree to assess on an annual basis the aggregate
     compensation of Principal and/or its affiliates under all such Issuing
     Agency Agreements, and to prospectively adjust the amounts remitted by
     Agent under one or more such Agreements in a good faith attempt to maintain
     the desired weighted average on a nationwide basis.

9.   General Liability Limit of Agent: Subject to the provisions of Paragraph 8,
     Agent shall be liable for the first portion of any Loss sustained or
     incurred by Principal as a result of the issuance of the Title Assurances
     by Agent in the following amount: $5,000.

Executed this 28th day of September 2004.

AGENT:                                 PRINCIPAL:

LSI Alabama, LLC                       Fidelity National Title Insurance Company


By: /s/ Donald E. Partington           By: /s/ Peter T. Sadowski
    --------------------------------       -------------------------------------
    Donald E. Partington                   Peter T. Sadowski
    Senior Vice President and              Senior Vice President
    Assistant Secretary

                                                                   EXHIBIT 10.34

                             ISSUING AGENCY CONTRACT

This Issuing Agency Contract ("Contract") is made and entered into this 24th day
of February 2005, by and between Fidelity National Title Insurance Company, a
California corporation ("Principal") and LSI Title Company of Oregon, LLC, an
Oregon Limited Liability Company ("Agent").

In consideration of the promises and the mutual covenants herein and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Principal and Agent agree as follows:

1.   APPOINTMENT OF AGENT. Principal hereby appoints Agent as a policy issuing
     agent of Principal for the sole purpose of issuing title insurance
     commitments, policies, endorsements, and other title assurances approved by
     Principal and by all required regulatory agencies, now in existence or
     hereafter developed, relating to real property located in all counties of
     the State of Oregon ("geographic area") in accordance with the terms of
     this Contract; provided, however, that Agent will immediately cease and
     refrain from issuing any policies of Principal in any portion of the
     geographic area in which Principal informs Agent that Principal had, on the
     date indicated above, an exclusive agency agreement with another agent or
     agency. During the term of this Contract, pertaining to the geographic
     area:

     A.   Agent shall issue title insurance commitments, policies and
          endorsements of Principal and any other title insurance company.

     B.   Principal or its affiliates and subsidiaries shall have, and do
          retain, the right to appoint other agents; and

     C.   Principal and its affiliates or subsidiaries shall have, and do
          retain, the right to service directly any customer, and Principal or
          its affiliates or subsidiaries may, without limitation, do any of the
          following:

          (i)  issue directly, from any of its offices, or from any location
               nationwide, commitments, policies, endorsements, or any other
               title assurance or evidence, search or real estate information
               product, or any other product whatsoever, now in existence or
               hereafter developed (all of the foregoing are hereafter
               collectively referred to as "Information"); or

          (ii) purchase or otherwise obtain from any source any search data or
               Information.

2.   CONTRACT TERM. The term of this Contract shall be ten (10) years,
     commencing on February 24, 2005; provided however that Agent shall not
     issue any title insurance commitments, policies and endorsements of
     Principal in any county in the geographic area unless Agent is duly
     licensed as to act as a title agent in or for such county. At any time
     after the initial five (5) years of this Contract, either party may give
     written notice to the other of its election to terminate this Contract with
     such termination to take effect at least five (5) years after delivery of
     the written notice. The term of this Contract shall be


                                     Page 1



     automatically extended beyond the initial ten (10) year term until (i)
     written notice is provided by either party and (ii) the term of the notice
     (which shall not be less than five (5) years) has expired. Notwithstanding
     the foregoing, either party hereto may terminate this Contract pursuant to
     Paragraph 9 hereof, and the terms of this Contract shall be open for
     renegotiation every three years on written notice of one party to the
     other.

3.   DUTIES OF PRINCIPAL. Principal shall:

     A.   Furnish Agent forms of commitments, policies, endorsements and other
          forms required for transacting Agent's title insurance business.

     B.   Furnish Agent guidelines and instructions for transacting Agent's
          title insurance business.

     C.   Resolve all risk assumption questions submitted by Agent.

     D.   Arrange for reinsurance where required, to the extent such reinsurance
          is available.

4.   DUTIES OF AGENT. Agent shall:

     A.   Receive and process applications for title insurance in a timely,
          prudent and ethical manner with due regard to recognized title
          insurance underwriting practices and in accordance with Principal's
          bulletins, manuals and other instructions of Principal.

     B.   Base each policy issued on behalf of Principal upon a determination of
          insurability of title that includes

          (i)  a search from earliest public records or in accordance with
               Principal's written instructions; and

          (ii) an examination of all documents affecting title to the subject
               property.

     C.   Supply, at Agent's expense, office space and qualified personnel for
          conducting business pursuant to this Contract by the date of execution
          of this Contract.

     D.   Prepare, preserve and maintain in Agent's possession a separate file
          for each application for title insurance containing all documents upon
          which Agent relied to make its determination of insurability,
          including, but not limited to: affidavits, maps, plats, lien waivers,
          surveys, title reports, searches, examinations, and work sheets,
          together with a copy of each commitment, policy, endorsement and other
          title assurance issued as well as closing statements, disbursement
          worksheets, copies of all checks disbursed and receipted, deposit
          slips, escrow agreements and any other instruments or documents
          executed or created at Closing. Pertaining to Agent's files:


                                     Page 2



          (i)  Title thereto shall remain with Agent. Upon termination of this
               Contract, Agent shall allow Principal to copy, at Principal's
               cost and expense, Agent's files. Agent hereby grants to Principal
               the right to enter upon the premises of Agent or other locations
               where such files are maintained, during business hours, for
               purposes of recovering possession thereof;

          (ii) In the event Agent ceases to engage in the title insurance
               business, title to such files shall vest in Principal, and Agent
               shall deliver said files to Principal immediately upon
               termination of this Contract. Agent hereby grants to Principal
               the right to enter upon the premises of Agent or other locations
               where such said files are maintained, during business hours, for
               purposes of recovering possession thereof.

          (iii) In the event Agent sells, transfers or conveys its title
               insurance operations or any interest therein to a third party,
               Principal shall have the right to copy such files, and the right
               to copy shall survive any sale, transfer or encumbrance of
               Agent's title insurance operations or an interest therein. Agent
               hereby grants to Principal the right to enter upon the premises
               of Agent or other locations where said title files are
               maintained, during business hours, for purposes of making a
               reproduction thereof.

     E.   Report to Principal, as hereafter set forth, by sending to Principal
          any one of the following:

          (i)  a copy of each policy, endorsement and other title assurance
               issued by Agent; or

          (ii) a voucher containing information regarding each policy,
               endorsement and other title assurance issued by Agent, as
               instructed by Principal; or

          (iii) information regarding each policy, endorsement and other title
               assurance issued by Agent, in magnetic or electronic format, as
               instructed by Principal.

     F.   Maintain a policy register in a form approved by Principal showing the
          disposition of all policies and other pre-numbered forms furnished by
          Principal. Upon request by Principal, Agent shall furnish a statement
          accounting for all such forms and shall return all spoiled, obsolete
          or canceled policies and forms to Principal. Agent shall safely
          maintain and store all forms furnished by Principal and hereby assumes
          liability for loss or damage suffered by Principal by reason of
          Agent's wrongful or negligent use or storage of such forms.

     G.   Provide Principal annually copies of annual financial statements of
          the agency and an updated Information Affidavit, such financial
          statements to be kept confidential by Principal.

     H.   Perform such services and render such assistance as Principal may
          reasonably request in connection with any claim or litigation arising
          from a commitment,


                                     Page 3



          policy, endorsement or other title assurance issued by Agent or by
          Principal on behalf of Agent or on account of any conduct of Agent,
          whether such claim or litigation is instituted during the term of this
          Contract or following termination thereof. In addition, Agent shall
          promptly forward to Principal:

          (i)  all documents received by Agent in which Principal is a party to
               judicial proceedings;

          (ii) all written complaints or inquiries made to any regulatory agency
               regarding transactions involving title insurance policies,
               endorsements, commitments or other title assurances of Principal;

          (iii) any information alleging a claim involving a policy, commitment,
               endorsement or other title assurance of Principal or a
               transaction for which Principal may be liable; and

          (iv) all original documentation and work papers associated with the
               transaction or conduct giving rise to any claim or complaint.

     I.   In those instances where Agent closes real estate transactions and
          receives and disburses funds of others, Agent shall

          (a)  maintain said funds safely in accounts fully insured by an agency
               of the Federal Government and in accordance with applicable state
               laws;

          (b)  maintain separate from Agent's personal or operating accounts all
               funds received by Agent from any source in connection with
               transaction(s) in which Principals title insurance is involved;

          (c)  disburse such funds only for the purposes for which they were
               entrusted;

          (d)  maintain an escrow ledger for each title insurance order
               involving fiduciary funds, which ledger shall separately reflect
               the escrow activity for each order;

          (e)  maintain a control account showing total fiduciary liability for
               each escrow bank account; and

          (f)  reconcile monthly the control account and ledger records to the
               monthly bank statement.

     J.   Comply with all applicable laws and regulations relating to the
          conduct of Agent's business.

     K.   Comply with all bulletins, manuals and other instructions furnished to
          Agent in writing, by facsimile or other electronic transmission by
          Principal. If any reasonable doubt exists with regard to the
          insurability or marketability of title or as to whether a particular
          risk is extra-ordinary or extra-hazardous, Agent shall contact
          Principal or Principal's designated underwriting counsel for guidance
          and approval.


                                     Page 4



     L.   The parties hereto acknowledge that Agent is not an agent of Principal
          for purposes of conducting a Closing, as defined in Paragraph 7H
          hereof; however, because Principal may be subject to allegations of
          liability for acts of Agent with regard to Agent's settlement or
          escrow business, Agent shall cooperate with Principal in the
          performance of audits of Agent's escrow records, accounts and
          procedures. In addition, Agent agrees to provide to Principal, within
          thirty (30) days following receipt, a copy of any audit conducted by
          any accounting firm with respect to Agent's escrow records, accounts
          or procedures.

     M.   Timely furnish the insured with a title insurance policy and other
          title assurances Agent is obligated to issue.

     N.   Maintain in confidence the terms and conditions of this Contract.

     O.   Neither Agent nor any affiliate shall pay any commission for the
          solicitation or negotiation of any services constituting the business
          of title insurance, other than the payment of commissions, incentive
          compensation, or bonuses with respect to full-time salaried employees
          based on any such employees' level of production of any services
          constituting the business of title insurance. If Agent or, where
          applicable, its affiliates makes any such payments to full-time
          salaried employees, Agent or affiliate shall maintain adequate records
          detailing the conditions to receipt of any commission, incentive
          compensation, or bonus, the recipient thereof, and the amount paid. No
          employee of Agent shall, directly or indirectly, pay or offer to pay,
          either directly or indirectly, any part of his or her compensation to
          any person or entity defined in California Insurance Code section
          12404, as an inducement for or as compensation for any title insurance
          business or any escrow or other title business.

5.   RATES AND REMITTANCES. Attached hereto and made a part hereof is a Schedule
     of Rates and Remittances or Rider. Agent shall quote, charge and collect
     the Rates set forth therein and shall report and remit to Principal
     premiums as set forth therein.

6.   INSURANCE. Agent shall immediately obtain and keep in full force, at
     Agent's expense, during the term of this Contract:

          (i)  Title Insurance Agent's Errors and Omissions Policy with opinion
               of title coverage, with an insurance company acceptable to
               Principal in a sum of not less than $1,000,000 with, if
               reasonably available, a loss payee provision in favor of
               Principal; and

          (ii) Fidelity Insurance of $1,000,000 covering all officers,
               employees, shareholders, partners, members and other principals
               of Agent with a loss payee provision in favor of Principal.


                                     Page 5



     Agent will submit a copy of the policies to Principal within 14 days of the
     effective date of this Contract, and Agent agrees to furnish Principal
     annually with a copy of such policies and any renewals thereof and any
     other evidence that Principal may deem necessary to demonstrate compliance
     with this provision. Agent hereby assigns to Principal, Principal's legal
     representatives and assigns, all sums claims, demands and causes of action
     of whatsoever kind, that Agent may have against Agent's Errors and
     Omissions insurance company and against Agent's Fidelity insurance company,
     in connection with all claims arising out of the actions of Agent, its
     employees, agents, independent contractors and subcontractors which fall
     within the scope of this Paragraph 6 and the Contract hereof.

7.   LIMITATIONS ON AGENT'S AUTHORITY. Agent shall not, without prior written
     approval of Principal:

     A.   Commit Principal to a risk in excess of One Million Five Hundred
          Thousand Dollars ($1,500,000.00). This limit shall include not only
          the commitment, policy, endorsement and/or other title assurance
          immediately being issued, but also risks where:

          (i)  Agent knows or has reason to believe that additional title
               insurance will be ordered covering substantially the same real
               property; or

          (ii) the aggregate liability will exceed the referenced limit, such as
               condominium and time share projects (hereafter referred to as the
               "Risk Limit").

     B.   Commit Principal to insure a title involving a risk which, if
          disclosed to Principal, would have been determined to be
          extra-ordinary or extra-hazardous, or which Agent knew or could have
          discovered, through the exercise of reasonable diligence, to have been
          based upon a disputed title. The provisions hereunder shall apply
          notwithstanding the fact that the dollar amount of the transaction or
          the risk is less than the Risk Limit set forth in Paragraph 7A hereof.

     C.   Alter the printed language of any commitment, policy, endorsement or
          other form furnished by Principal, or commit Principal to any
          particular interpretation of the terms or provisions thereof or issue
          any policy, endorsement or other title assurance which has not been
          approved for use by all required state regulatory agencies and by
          Principal.

     D.   Adjust or otherwise settle or attempt to settle any claim for loss for
          which Principal may become liable or engage counsel to represent
          Principal or the insured.

     E.   Accept service of process on Principal. Agent shall immediately notify
          Principal of any attempted service of process upon Agent for
          Principal. Agent shall also immediately notify Principal of any matter
          that is or may become a claim against Principal of which Agent has
          knowledge.


                                     Page 6



     F.   Incur bills or debts chargeable to Principal.

     G.   Commit Principal to a risk with respect to a transaction in which
          Agent, a member of Agent's immediate family, a partner, member or
          shareholder of Agent or a member of the immediate family of a partner,
          member or shareholder of Agent has or will have a legal or an
          equitable interest.

     H.   Handle escrow funds or conduct a Closing, as hereafter defined, of a
          transaction in which Agent, a member of Agent's immediate family, a
          partner, member or shareholder of Agent or a member of the immediate
          family of a partner, member or shareholder of Agent has or will have a
          legal or an equitable interest. The term "Closing" as used in this
          Contract shall mean: the handling and disbursement of settlement funds
          or the providing of settlement services.

     I.   Insure or commit to insure any property for an amount other than the
          fair market value of the estate or interest to be insured or the
          amount of the mortgage or portion thereof and other indebtedness
          secured thereby to be insured.

     J.   Neither Agent nor any Affiliated Attorney of Agent will represent any
          insured as against the interests of Principal. The term "Affiliated
          Attorney" as used herein shall mean any attorney who is an employee,
          associate, member, shareholder, or partner of Agent or any law firm
          that owns any legal or beneficial interest in Agent.

8.   LIABILITY OF AGENT. Agent shall be liable to and agrees to indemnify and to
     save harmless Principal for all attorney's fees, court costs,
     administrative and other expenses and loss or aggregate of losses resulting
     from any one or more of the following:

     A.   Errors or omissions in any commitment, policy, endorsement or other
          title assurance which were disclosed by the application, by the
          abstracting, examination or other work papers or which were known to
          Agent or which, in the exercise of due diligence, should have been
          known to Agent;

     B.   Errors and/or omissions in any commitment, policy, endorsement or
          other title assurance caused by the abstracting or examination of
          title by Agent, Agent's employees, Agent's subcontractors or Agent's
          independent contractors;

     C.   Failure of any title insurance commitment, policy, endorsement or
          other title assurance to correctly reflect the status of title, the
          description of the insured real property or the vesting of title;

     D.   Failure of Agent, its officers and employees to comply with the terms
          of this Contract or with the guidelines, regulations or instructions
          given to Agent by Principal;

     E.   Any improper Closing or attempted Closing by Agent, Agent's employees,
          Agent's subcontractors or Agent's independent contractors, including
          but not limited to:


                                     Page 7



          (i)  loss or misapplication of customer funds, documents, or any other
               thing of value entrusted to Agent in any custodial or fiduciary
               capacity resulting in loss to Principal;

          (ii) failure to disburse properly or close in accordance with escrow
               and/or closing instructions;

          (iii) misappropriation of escrow or closing funds by Agent, its
               officers, subcontractors or employees;

          (iv) any loss pursuant to an Insured Closing Letter issued by
               Principal on behalf of Agent; or

          (v)  failure to disburse immediately available funds.

     F.   Issuance of a commitment, policy, endorsement or other title assurance
          insuring an extra-ordinary risk, extra-hazardous risk, or a risk Agent
          knew or should have know to be based upon a disputed title, not
          approved by Principal in advance of the issuance by Agent of documents
          committing Principal to insure.

     G.   Any act or failure to act by Agent or its employees, officers, agents,
          independent contractors or subcontractors which results in allegations
          of liability with respect to Principal or which results in Principal
          being liable for punitive, contractual or extra-contractual damages.

     H.   Assessment of a fine against Principal by the State Department of
          Insurance or the entity which supervises title insurance as a result
          of Agent's violation of any regulations of the State Department of
          Insurance or State laws or regulations applicable to title insurance.

     I.   Failure of Agent to timely furnish insured with a title policy which
          Agent is obligated to issue.

     Agent agrees to immediately notify its fidelity bond carrier or errors and
     omissions insurance carrier of any claim for which Agent may be liable to
     Principal.

9.   TERMINATION OF ISSUING AGENCY CONTRACT. Notwithstanding anything the
     contrary herein, this Contract may be terminated in the event any one of
     the following events of default should occur:

     A.   Agent fails to report policies or remit premiums in accordance with
          the provisions hereof said default continues for the applicable cure
          period;

     B.   Agent materially deviates from the guidelines, instructions or escrow
          accounting standards of Principal furnished to Agent;

     C.   Either party hereto fails to perform any of the other material
          provisions, covenants or conditions of this Contract on its part to be
          performed;


                                     Page 8



     D.   A petition under the United States Bankruptcy Code is filed by or
          against either party hereto;

     E.   A supervisor, conservator or receiver is appointed for either party
          hereto or for substantially all of the assets of said party;

     F.   Agent ceases to engage in the abstract and title insurance agency
          business or Agent's license to engage in the abstract and title
          insurance business is revoked or suspended;

     G.   There is a change in the senior management of Agent, and Agent fails
          to secure prior written approval of Principal;

     H.   There is a change of more than 50% of the ownership of the Agent, and
          Agent fails to secure prior written approval of Principal;

     I.   The loss ratio during any calendar year, as herein defined, arising
          from policies issued by Agent, equals or exceeds fifty percent (50%);
          or

     J.   Agent, or any of its partners, shareholders, members or principals is
          convicted of a felony offense, is disbarred or is suspended from the
          practice of law or is determined by administrative proceedings or
          otherwise to have acted in violation of state or federal laws
          governing title insurance or activities related thereto.

     Upon the occurrence of an event of default, the non-defaulting party may
     terminate this Contract, upon the expiration of thirty (30) days from the
     date of written notice of default to the defaulting party and the
     defaulting party's failure to cure. Notwithstanding the foregoing, upon the
     occurrence of an event of default as described in Paragraph 9D or 9E, this
     Contract shall automatically terminate without notice. Upon the occurrence
     of an event of default as described in Paragraph 9B, 9F or 11, this
     Contract may be terminated by Principal immediately upon delivery of
     written notice to Agent.

     Upon expiration or termination of this Contract, Agent shall immediately
     furnish to Principal a true, correct and complete accounting of all
     remittances due hereunder, all orders involving Principal's title
     assurances which have not closed, all orders involving Principal's title
     assurances which have closed but for which no policy has been issued and
     all commitments, policies, endorsements and other title assurances of
     Principal which have been issued but not reported to Principal. Agent shall
     also provide Principal access to all forms and all files relating to
     commitments, policies and other title assurances of Principal. Agent shall
     promptly make an accounting of and deliver to Principal all unused title
     insurance forms, manuals, advertising, promotional materials, other
     supplies exhibiting Principal's name or any variation thereof and all other
     supplies furnished by Principal to Agent, except those which Principal
     authorizes Agent to retain for purposes of completing pending transactions.

     If Principal terminates this Contract as provided for herein, Principal
     shall at the same time give notice of the termination to the California
     Insurance Commissioner.


                                     Page 9



10.  EXAMINATION OF RECORDS. Agent agrees to provide to Principal access for
     examination purposes at any reasonable time or times to all files, books
     and accounts and other records of Agent relating to the business carried on
     hereunder and relating to the Closing of transactions involving a
     commitment to issue Principal's title assurances. Such right of examination
     may also be exercised after termination of this Contract.

11.  SHORTAGE OF FUNDS. In the event a shortage is revealed or discovered in
     Agent's accounts of funds entrusted to Agent by others or in the
     remittances due Principal hereunder, then Principal may declare immediately
     due and payable any debts owed by Agent, including any funds for which
     Principal may be responsible or have a liability therefor. On demand by
     Principal, Agent shall immediately make good the shortage.

12.  ADVERTISING. Agent agrees that it will not use the tradename, trade mark or
     any variation thereof of Principal or any of its subsidiaries or affiliated
     entities on any of its advertising without the prior written approval of
     Principal.

13.  CLAIMS. If a policy claim is made to Agent, if Agent receives notice of a
     potential claim, or if Agent receives notice of litigation which may result
     in a claim, Agent shall, immediately, by facsimile transmission or
     overnight mail, give notice of same to Principal and shall lend all
     reasonable assistance, without charge to Principal, in investigating,
     adjusting or contesting said claim. Agent is not authorized to act as or to
     provide counsel in connection with said claim; however, Principal may seek
     Agent's assistance in the selection of counsel.

14.  NOTICES. Except as otherwise specifically set forth in this Contract, all
     notices, requests, demands and other communications hereunder shall be in
     writing and shall be deemed to have been duly given when delivered by hand
     or when mailed first class postage prepaid, certified or registered mail,
     return receipt requested:

          If to Principal, to: Fidelity National Title Insurance Company
                               601 Riverside Avenue
                               Jacksonville, FL 32204
                               Attn.: Agency Department

          If to Agent, to:     LSI Title Company of Oregon, LLC
                               601 Riverside Avenue
                               Jacksonville, FL 32204

     or to such other address or addresses as each of the parties may
     communicate in writing to the other.

15.  NON-WAIVER BY PRINCIPAL. The failure of Principal to enforce strictly the
     performance by Agent of any provision of this Contract or to exercise any
     right or remedy following from Agent's breach of any condition herein or
     the acceptance by Principal of any payment, remittance or other performance
     during Agent's failure to perform or during Agent's breach shall not be
     deemed a waiver by Principal of its rights under this Contract as written
     and shall not be construed to be an amendment or modification of this
     Contract as written.


                                     Page 10



16.  ENTIRE AGREEMENT; PRIOR AGREEMENTS. This Contract sets forth the entire
     understanding and agreement between the parties hereto with respect to the
     subject matter hereof. No terms, conditions, or warranties, other than
     those contained herein, and no amendments or modifications hereto shall be
     valid unless made in writing and signed by the parties hereto. This
     Contract supersedes all prior understandings of any kind, whether written
     or oral, with respect to the Contract and the subject matter hereof.

17.  ASSIGNMENT; BINDING EFFECT. This Contract is not assignable by Agent except
     upon written consent of Principal, and in any event shall be subject to the
     prior approval of the California Department of Insurance so long as Agent
     and Principal are "affiliates" as defined in section 1215 of the California
     Insurance Code. This Contract is, however, binding on and inures to the
     benefit of any corporate successor, parent corporation, affiliate or wholly
     owned subsidiary of Principal. The duties and obligations of Agent and any
     signatory or guarantor hereunder shall survive any merger, consolidation,
     dissolution or change in ownership or structure of Agent.

18.  EXCLUSIVITY. Agent shall have no authority and will not undertake to,
     without the prior written consent of Principal, serve as a policy issuing
     agent for, or issue title insurance commitments, policies, endorsements or
     other title assurances relating to real property located in the geographic
     area on behalf of, any person or entity, other than Principal, Chicago
     Title Insurance Company, National Title Insurance of New York, Inc., or any
     other title insurance underwriter within the Fidelity National Financial,
     Inc. holding company system.

19.  INVALID PROVISIONS. If any provision of this Contract or the other
     documents contemplated hereby is held to be illegal, invalid, or
     unenforceable under present or future laws, such provisions shall be fully
     severable; the appropriate documents shall be construed and enforced as if
     such illegal, invalid or unenforceable provision had never comprised a part
     hereof or thereto; and the remaining provisions hereof or thereof shall
     remain in full force and effect and shall not be affected by the illegal,
     invalid, or unenforceable provision. There shall be added automatically as
     a part hereof or thereto a provision as similar in terms to such illegal,
     invalid or unenforceable provision as may be possible and still be legal,
     valid and binding.

20.  GOVERNING LAW. This Contract shall be governed by and construed in
     accordance with the laws of the State of California.

21.  ATTORNEY'S FEES; COSTS; VENUE. If a legal action or other proceedings are
     brought for the enforcement of this Contract, or because of any alleged
     dispute, breach, default or misrepresentation in connection with any of the
     provisions of this Contract, the prevailing party shall be entitled to
     recover reasonable attorneys' fees, administrative costs and other costs
     incurred in that action or proceeding in addition to any other relief to
     which it may be entitled. In addition, in the event of a material breach by
     Agent, Principal shall be entitled to recover all costs and loss associated
     with resolving the matter giving rise to said material breach. Venue for
     any such proceeding shall be a location of Principal's choice.


                                     Page 11



22.  OTHER AGREEMENTS VOID. It is expressly understood and agreed by and between
     the parties hereto that this Contract sets forth all the promises,
     agreements, conditions and understandings between Principal and Agent, with
     respect to this Contract and the subject matter hereof. Pertaining to such
     Contract, there are no promises, agreements, conditions or understandings,
     either oral or written, between them other than as are herein set forth.

23.  CONTRACT. The terms and conditions of this Contract shall apply only to
     Principal named herein and shall not apply to any company now or hereafter
     affiliated with Principal or with Principal's affiliate Chicago Title and
     Trust Company.

24.  SIGNATURES IN COUNTERPART. This Contract and any amendments or attachments
     thereto may be executed in one or more counterparts, each of which shall be
     construed together to form one contract.

IN WITNESS WHEREOF, this Contract is executed this 24th day of February, 2005.

AGENT:

LSI Title Company of Oregon, LLC


By: /s/ Donald E. Partington
    ---------------------------------
    Donald E. Partington
    Senior Vice President and
    Assistant Secretary


PRINCIPAL:

Fidelity National Title Insurance Company


By: /s/ Peter T. Sadowski
    ---------------------------------
    Peter T. Sadowski
    Senior Vice President


                                     Page 12



                        RIDER TO ISSUING AGENCY CONTRACT

This Rider to Issuing Agency Contract (hereinafter referred to as "Rider") is
made by and between Fidelity National Title Insurance Company ("Principal") and
LSI Title Company of Oregon, LLC ("Agent") in order to amend and modify the
terms and provisions of that certain Issuing Agency Contract dated February 24,
2005 and executed contemporaneously herewith (the Issuing Agency Contract and
this Rider are hereinafter collectively referred to as the "Contract.")

              RATES, REMITTANCES, AND GENERAL LIABILITY LIMITATION

1.   Attached hereto is the schedule of rates and remittances or manual for the
     area covered by this Contract. Agent shall quote, charge and collect said
     rates for each policy issued. Principal reserves the right to amend this
     schedule, at its discretion.

2.   Principal will quote special rates on request for special or unusual
     situations.

3.   For extraordinary or extra-hazardous risks and for extensions of policy
     coverage, Principal reserves the right to set and determine the charge.

4.   For each commitment, policy and endorsement of Principal issued by Agent
     pursuant to this Contract, Agent shall report and remit nine percent (9%)
     of the rates set forth in Paragraph number "1" of this Rider. If the Loss
     Percentage during any calendar year, as herein defined, arising from
     policies issued by Agent, equals or exceeds twenty percent (20%), Agent and
     Principal agree to review and adjust, in good faith, the remittance rate
     set forth in this paragraph and the general liability limit set forth in
     the Paragraph numbered "9" of this Rider. For the purposes of this
     paragraph, Loss Percentage shall mean the total losses incurred by
     Principal during a calendar year or portion thereof at the inception of
     this Agreement (including all costs and attorneys' fees paid, net of
     recoupment, plus claim-based reserves set during such period) divided by
     remittances received pursuant to this paragraph during the same calendar
     year or portion thereof at the inception of this Agreement, expressed as a
     percentage.

5.   For charges made pursuant to Paragraphs numbered "2" and "3" of this Rider,
     and orders referred to Agent by Principal, Agent shall remit an amount as
     shall be agreed upon between Principal and Agent.

6.   Where Principal purchases reinsurance or excess coinsurance, a decision
     that rests solely with Principal, the division of the rates as herein
     provided shall be computed on the net amount remaining after deducting the
     costs thereof. Agent shall remit to Principal the cost of such reinsurance
     or coinsurance.

7.   All payments required hereunder shall be directed to Principal as hereafter
     set forth: Remitted premiums, together with any remittance report or
     information required by the Contract, shall be delivered to Principal at
     the following address: Fidelity National Title Insurance Company, 601
     Riverside Avenue, Jacksonville FL 32204, Attn: Agency Accounting no later
     than thirty (30) days following the Effective Date, as hereinafter


                                     Page 13



     defined, of the title assurance. The Effective Date of any title assurance
     shall be the policy date set forth in Schedule A of the title insurance
     policy.

8.   Compensation. Principal's compensation shall be the amount required to be
     remitted hereunder by Agent. Agent's compensation shall be the rates and
     charges herein required to be collected, less the amount remitted to
     Principal. It is the Parties' mutual understanding and intent to maintain
     an annual weighted average compensation to Principal (and/or its
     affiliates) of twelve percent (12%) (or as adjusted pursuant to paragraph 4
     of this Rider) of the rates and charges required to be collected by Agent
     and its affiliates on a nationwide basis pursuant to all Issuing Agency
     Agreements in force between the Parties and/or their respective affiliates.
     The Parties hereto agree to assess on an annual basis the aggregate
     compensation of Principal and/or its affiliates under all such Issuing
     Agency Agreements, and to prospectively adjust the amounts remitted by
     Agent under one or more such Agreements in a good faith attempt to maintain
     the desired weighted average on a nationwide basis.

9.   General Liability Limit of Agent: Subject to the provisions of Paragraph 8,
     Agent shall be liable for the first portion of any Loss sustained or
     incurred by Principal as a result of the issuance of the Title Assurances
     by Agent in the following amount: $5,000.

Executed this 24th day of February, 2005

AGENT:                                 PRINCIPAL:

LSI Title Company of Oregon LLC        Fidelity National Title Insurance Company


By: /s/ Donald E. Partington           By: /s/ Peter T. Sadowski
    --------------------------------       -------------------------------------
    Donald E. Partington                   Peter T. Sadowski
    Senior Vice President and              Senior Vice President
    Assistant Secretary


                                     Page 14

                                                                   EXHIBIT 10.35

                       TRANSITIONAL COST SHARING AGREEMENT

This TRANSITIONAL COST SHARING AGREEMENT ("Agreement") made effective as of the
14th day of April, 2005, by and among FIS Management Services, LLC, a Delaware
limited liability company ("FIS Management"); Lender's Service Title Agency,
Inc., an Ohio corporation ("LSI Ohio"); LSI Alabama, LLC, an Alabama limited
liability company ("LSI Alabama"); LSI Maryland, Inc., a Maryland corporation
("LSI Maryland"); LSI Title Agency, Inc., an Illinois corporation ("LSI
Illinois"); LSI Title Company, a California corporation ("LSI California"); LSI
Title Company of Oregon, LLC, an Oregon limited liability company ("LSI
Oregon"); and Chicago Title Insurance Company, a Missouri-domiciled title
insurance company ("CTI"). FIS Management, LSI Ohio, LSI Alabama, LSI Maryland,
LSI Illinois, LSI California and LSI Oregon are collectively the "LSI
Companies", and each LSI Company, together with CTI is a "Party" and
collectively, the "Parties".

WHEREAS, each of the LSI Companies is owned directly or indirectly by Fidelity
National Information Services, Inc., a Delaware corporation ("FNIS"); and

WHEREAS, CTI and FNIS are direct or indirect subsidiaries of Fidelity National
Financial, Inc. ("FNF"); and

WHEREAS, FIS Management provides employee services to the LSI Companies; and

WHEREAS, one of the businesses of FNIS is the Lender's Services, or LSI,
business; and

WHEREAS, the LSI business provides appraisal, title and closing services to
residential mortgage originators and provides automated loan servicing; and

WHEREAS, LSI California, LSI Alabama, LSI Ohio, LSI Illinois, and LSI Oregon
have each entered into an Issuing Agency Contract with CTI relating to the LSI
business; and

WHEREAS, pursuant to a dividend approved by the Missouri Department of
Insurance, CTI began transitioning the LSI business to the LSI Companies on
October 31, 2004; and

WHEREAS, the transition of the LSI business to the LSI Companies is not
occurring as quickly as anticipated in certain jurisdictions; and

WHEREAS, the LSI Companies desire that CTI continue to operate certain aspects
of the LSI business on a direct basis in those jurisdictions in which the LSI
Companies are not licensed or otherwise able to operate until such time as the
LSI Companies become licensed or otherwise able to operate in those
jurisdictions; and

WHEREAS, each Party participates in the operations of the LSI business to some
extent and desires to cooperate in the sharing of certain costs associated with
the LSI business, and desires further to share in the use of certain property,
equipment, and facilities associated with the LSI business (collectively,
"facilities"); and


                                        1



WHEREAS, the Parties contemplate that such an arrangement will achieve certain
operating economies, and improve services to their mutual benefit; and

WHEREAS, the Parties wish to assure that all sharing of costs and the use of
facilities incurred hereunder are reasonable, and in accordance with the
requirements of the Missouri Department of Insurance, and to the extent
practical, reflect actual costs and are arrived at in a fair and equitable
manner.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants
herein contained, and intending to be legally bound hereby, the Parties agree as
follows:

1. SHARING OF COSTS AND USE OF FACILITIES The Parties agree to share the costs
of the employees performing services in connection with the LSI business. FIS
Management will provide employees to perform the services. Compensation paid to
FIS Management for such employees' services shall be on a cost basis and will be
no greater than what each Party would expend in providing such services for
itself.

The Parties also agree to share facilities needed in connection with the LSI
business, including but not limited to, data processing, equipment, business
property, whether owned or leased, and communication equipment.

Each Party's division of costs for the employees and facilities needed in
connection with the LSI business will be determined on a monthly calendar basis
as follows: the premiums for the LSI business of each of the Parties who are
underwriters, underwritten title companies and agents are aggregated, and the
percentage of the total is calculated for each company. The costs are then
allocated to each Party based on those percentages. The allocation of costs
shall be consistent with the provisions of any law or regulation that may apply.

CTI will provide escrow services and underwrite the LSI title insurance business
on a direct basis pursuant to this Agreement only in those jurisdictions, as set
forth on Schedule A attached hereto as amended from time to time by the LSI
Companies, in which the LSI Companies cannot otherwise conduct the LSI business.
Nothing contained herein shall alter the rights, duties, or responsibilities of
the LSI Companies under their respective Issuing Agency Contracts with CTI in
any jurisdiction not listed for "title" in Schedule A.

2. REPORTS AND PAYMENT Within thirty (30) days after the end of each month, each
Party will submit to LSI California a written statement reflecting the total
costs subject to this Agreement that were incurred by such Party in the
preceding month, including costs not included in any previous statement. LSI
California will review such written statements and make the necessary cost
allocations to each Party based on the method set forth in Paragraph I of this
Agreement. Reports shall be furnished monthly by LSI California to each Party;
and each Party will remit what it owes within fifteen (15) days of receipt of
the report.

3. RECORDS AND DOCUMENTS RELATING TO CHARGES Each Party shall be responsible for
maintaining full and accurate accounting records of the sharing of employees and
facilities pursuant to this Agreement in accordance with any law or regulation
that may apply and such additional information as any other Party may reasonably
request for purposes of its


                                        2



internal bookkeeping and accounting operations. Each Party shall make such
accounting records insofar as they pertain to the computation of costs hereunder
available at its principal offices for audit, inspection and copying by the
recipient party or any governmental agency having jurisdiction over such
recipient party during all reasonable business hours. All records generated by
the employees in the performance of their duties under this Agreement in which a
CTI title insurance policy is issued on a direct basis belong to CTI.

4. EFFECTIVE DATE This Agreement shall become effective as of the date first
written above. Other direct or indirect subsidiaries of FNIS engaged in the LSI
business may join this Agreement at a later date, subject to the approval all
parties and subject to approval of the appropriate insurance department, if
necessary, under any applicable insurance holding company act or regulation.

5. TERMINATION AND MODIFICATION This Agreement or any part thereof shall remain
in effect until terminated in whole or in part as follows: (i) by mutual consent
of all of the Parties, in which event the obligations under this Agreement shall
terminate as of the date specified by the Parties; (ii) as to each LSI Company,
upon giving thirty (30) days written notice to the other Parties, in which
event, as to such LSI Company, the obligations under this Agreement shall
terminate immediately upon expiration of the 30 day notice period, provided that
the termination of the obligations under this Agreement as to such LSI Company
shall not affect the effectiveness of this Agreement to the other LSI Companies;
(iii) immediately upon the occurrence of any event which results in National
Title Insurance of New York Inc. becoming a direct or indirect subsidiary of
FNIS; or (iv) as to CTI, immediately at such time as no jurisdiction is listed
on Schedule A. Participation in this Agreement shall end immediately as to a LSI
Company that is no longer affiliated with FNIS. This Agreement shall be subject
to renegotiation at least every three years following the initial effective date
of this Agreement. In the event of termination, each Party shall have the right
to elect to continue to receive data processing services and/or to continue to
utilize data processing facilities and related software for up to one year from
the date of such notice. Upon termination, each Party shall deliver to the other
Parties all books and records that are, or are deemed by this Agreement to be,
the property of such Party and each Party shall provide a final written
statement in accordance with Paragraph 2 of this Agreement.

This Agreement may be amended only by mutual consent in writing signed by each
Party; provided however, that the deletion of a jurisdiction from Schedule A
shall be effective upon written notice from the LSI Companies to CTI. No
amendment of this Agreement, other than the deletion of a jurisdiction from
Schedule A, shall be effective without the prior written approval of the
Missouri Department of Insurance.

6. ASSIGNMENT This Agreement and any rights pursuant hereto shall not be
assignable by any Party hereto, except by operation of law. Nothing in this
Agreement, expressed or implied, is intended to confer on any person other than
the Parties hereto, or their respective legal successors, any rights, remedies,
obligations or liabilities, or to relieve any person other than the Parties
hereto, or their respective legal successors, from any obligations or
liabilities that would otherwise be applicable.


                                        3



7. GOVERNING LAW This Agreement is made pursuant to and shall be governed by,
interpreted under, and the rights of the Companies determined in accordance
with, the laws of the State of Missouri notwithstanding the conflicts of laws
provisions thereof.

8. ARBITRATION Any unresolved difference of opinion between the Companies
arising out of or relating to this Agreement, or in the breach thereof, except
as provided in Section 3, shall be settled by arbitration in accordance with the
Commercial Arbitration Rules of the American Arbitration Association and the
Expedited Procedures thereof, and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The
arbitration shall take place in the State of California. Arbitrations shall be
governed by the laws of the State of Missouri.

9. NOTICE All notices, statements or requests ("Notice") provided for hereunder
shall be in writing and shall be deemed to have been duly given when delivered
by hand to an officer of the other Party, or after one day when deposited with a
nationally-recognized next-day courier service. All Notices shall be addressed
to the addresses of the Parties as set forth on the signature pages hereof.

10. HEADINGS The headings of the various paragraphs of this Agreement are for
convenience only, and shall be accorded no weight in the construction of this
Agreement.

11. ENTIRE AGREEMENT This Agreement, together with such amendments as may from
time to time be executed in writing by the Parties, constitutes the entire
Agreement between the Parties with respect to the subject matter hereof.

IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed
on its behalf by its duly authorized representative as of the date and year
first above written.

FIS Management Services, LLC            Lender's Service Title Agency, Inc.


By: /s/ Todd C. Johnson                 By: /s/ Donald E. Partington
    ---------------------------------       ------------------------------------
Name: Todd C. Johnson                   Name: Donald E. Partington
Title: Senior Vice President            Title: Senior Vice President
Address: 601 Riverside Avenue           Address: 17911 Von Karman Avenue
         Jacksonville, FL 32204                  Irvine, CA 92614


LSI Alabama, LLC                        LSI Maryland, Inc.


By: /s/ Donald E. Partington            By: /s/ Donald E. Partington
    ---------------------------------       ------------------------------------
Name: Donald E. Partington              Name: Donald E. Partington
Title: Senior Vice President            Title: Senior Vice President
Address: 17911 Von Karman Avenue        Address: 17911 Von Karman Avenue
         Irvine, CA 92614                        Irvine, CA 92614


                                        4



LSI Title Agency, Inc.                  LSI Title Company


By: /s/ Donald E. Partington            By: /s/ Donald E. Partington
    ---------------------------------       ------------------------------------
Name: Donald E. Partington              Name: Donald E. Partington
Title: Senior Vice President            Title: Senior Vice President
Address: 17911 Von Karman Avenue        Address: 17911 Von Karman Avenue
         Irvine, CA 92614                        Irvine, CA 92614


LSI Title Company of Oregon, LLC        Chicago Title Insurance Company


By: /s/ Donald E. Partington            By: /s/ Todd C. Johnson
    ---------------------------------       ------------------------------------
Name: Donald E. Partington              Name: Todd C. Johnson
Title: Senior Vice President            Title: Senior Vice President
Address: 17911 Von Karman Avenue        Address: 601 Riverside Avenue
         Irvine, CA 92614                        Jacksonville, FL 32204


                                        5

                                                                   EXHIBIT 10.36

                       AGREEMENT FOR SALE OF TITLE PLANTS

                                     BETWEEN

                          TICOR TITLE COMPANY OF OREGON

                                       AND

                           LSI TITLE COMPANY OF OREGON

This Agreement is entered into on this 4th day of January 2005. The parties to
this Agreement are Ticor Title Company of Oregon, an Oregon corporation
("Seller") and LSI Title Company of Oregon, an Oregon Limited Liability Company
("Purchaser").

                                    RECITALS

WHEREAS, Seller and Purchaser are corporations presently engaged in or intend to
be engaged in the title or title insurance business in Oregon;

AND WHEREAS, Seller is the owner of records, images and indicies concerning the
official records of Columbia County, Oregon into a title plant for use in the
Columbia County (the "Title Plant" as more specifically defined in paragraph 1.4
below);

AND WHEREAS, pursuant to the terms and conditions contained herein, Seller
wishes to sell a Copy of Seller's Title Plant for Columbia County (the "Copy")
to Purchaser, and Purchaser, who is desirous of engaging in the business of
operating title plants and selling title information from such plant in the
County, desires to purchase the Copy;

NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, as well as the mutual premises hereinafter set forth,
Seller and Purchaser agree as follows:

1.    DEFINITIONS

1.1   Agreement: This Sale Agreement for Copy of the Title Plant.

1.2   Copy: Duplicate of all information contained in a Title Plant(s) for
Columbia County and refers to a reproduction of the Title Plant that will enable
Purchaser to use the reproduction in a qualitatively similar way to the
original. A Copy will reproduce all of the information contained in the original
and enable the information to be accessed no less quickly and no less
conveniently than it could be using the original.

1.3   County: Columbia.

1.4   Title Plant: Accumulation of title information stored in computer, optical
disk, paper, microfiche, microfilm or other media format. Specific contents
shown in Appendix A.

                                       1


2.    SALE OF COPY OF TITLE PLANT;GRANT OF ACCESS TO TITLE PLANT PREMISES

Seller hereby sells to Purchaser one Copy of the Title Plant for the County as
described in Section 1.3 and the Appendix. The Copy will be current as of the
date of this Agreement.

Purchaser shall, at Purchaser's sole cost and expense, cause the creation of one
Copy of Seller's Title Plant in the County. Purchaser shall have discretion as
to the manner in which the Copy is created, subject to the terms of this
Agreement, and shall have the right to create subsequent Copies, at Purchaser's
expense, if Purchaser determines that an earlier-created Copy does not meet the
requirements of Purchaser to do title business. The Copies shall be made without
undue interruption of Seller's business, given Seller's understanding that some
or all of the Title Plant may be reproduced off-site due to the physical
limitations of the facilities where the Title Plant is currently maintained.

Seller shall make the Title Plant reasonably available to Purchaser upon
Purchaser's request for use or further duplication in order to provide a
replacement Copy in the event Purchaser's Copy shall have become unusable due to
calamity or normal wear and tear, or in the event that Purchaser's Copy is
partially illegible or unreadable, as the case may be.

Purchaser shall make its Copy of the Title Plant reasonably available to Seller
upon Seller's request for use or further duplication in order to provide a
replacement Copy in the event Seller's Copy shall have become unusable due to
calamity or normal wear and tear, or in the event that Seller's Copy is
partially illegible or unreadable, as the case may be.

3.    (PARAGRAPH INTENTIONALLY OMITTED)

4.    DOCUMENTATION AND TRAINING

4.1   Seller or its software vendor (if appropriate) has or will furnish the
necessary documentation to enable Purchaser to understand the nature and of
content of the Title Plant.

4.2   Seller or its software vendor (if appropriate) will train Purchaser's key
personnel in the use of PC Workstation (s) methods and procedures to be followed
for the proper retrieval of title searches and other material from the Title
Plant. A Purchaser's Manual detailing specifications of the index and the step
by step procedures to be followed from a PC workstation, will be supplied for
the training of Purchaser's key personnel, if available.

4.3   The training shall be for the sufficient period of time in Seller's sole
judgment to enable the initial operators of said devices to become proficient in
their use. The initial training period shall not exceed 24 business hours. Any
further training required for the replacement of additional operators will be
charged to Purchaser on the basis of time and material.

4.4   If required, Purchaser will arrange for a license Agreement to be executed
with vendor of their Title Plant software for the number of workstations needed
in their operation at the sole expense of the Purchaser.

                                       2


5.    RESTRICTIONS ON USE OF THE COPY

Purchaser further agrees that it will not provide the use or the benefits
derived from the Title Plants (or any portion thereof) or to further resell or
copy the Title Plants, or any of them, to any other underwritten title company
or title insurer, or to any other person, corporation, association, or entity
for two (2) years after the effective date of this Agreement, provided however,
none of the provisions of this paragraph shall prohibit Purchaser from
furnishing title information to its customers or to the title insurance company
whose policies it regularly issues in the usual and customary course of
business.

The foregoing restrictions on sale or transfer shall not apply to any
transactions which substantially all of the business assets of the Purchaser for
the County are transferred to another entity by sale, lease, merger,
reorganization or consolidation; and the foregoing paragraph shall not be
construed to prevent Purchaser from providing miscellaneous title information to
real estate licensees, attorneys or other Purchasers in the title insurance
services in order to facilitate the placing of orders for such services,

6.    WARRANTIES, LIABILITIES AND INDEMNITIES

6.1   Except as expressly provided for, Purchaser hereby agrees and acknowledge
that it has not received, nor will it receive, any rights whatsoever, either
express or implied, in or to the hardware, software, or any other equipment or
system purchased exclusively by Seller, and used to maintain and operate a Title
Plant, all of which shall at all times remain the exclusive property and under
exclusive control of Seller, except for any software licenses purchased by
Purchaser from software vendor wherein Purchaser is currently licensed by
software vender.

6.2   Seller warrants that the Copy sold to Purchaser under this Agreement is
free and clear of all security interests, pledges, liens, charges, and
encumbrances, subject only to the terms and conditions set forth in this
Agreement. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESSED OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, CONCERNING THE ACCURACY OR COMPLETENESS OF THE TITLE PLANT FOR THE
INFORMATION CONTAINED IN THE TITLE PLANT. PURCHASER AGREES THAT IN NO EVENT
SHALL SELLER BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES EVEN
IF SELLER HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES.

6.3   Seller and Purchaser agree that no other person, firm or corporation not a
party to the Agreement acquires any rights under this Agreement and that Seller
assumes no liability and will not be held liable to Purchaser, or to Purchaser's
Purchasers or insureds, or to any other person to whom Purchaser may furnish any
title policy, binder, guarantee, endorsement or other title assurance, or any
report or title information, by reason of any error or assertion of error in the
Title Plant or in any services provided to Purchaser by Seller.

6.4   If any person claims or asserts that Seller has any liability by reason of
an error in any Title Plant or in any information furnished to Purchaser by
Seller, Purchaser agrees to indemnify

                                       3


and hold Seller harmless from and against the claim or demand, including all
costs, expenses, attorney's fees and actual loss or losses sustained by reason
of the claim or assertion. Seller agrees to promptly give notice to Purchaser of
any such claim or assertion. Purchaser shall have the right, if it so elects, to
provide for the defense of Seller, in any action or litigation based upon or
involving the claim or assertion, by counsel of Purchaser's own choosing and at
Purchaser's own cost, and to pursue litigation to final determination. Purchaser
shall also have the right, whether or not any action or litigation results, to
compromise or settle the claim on behalf of Seller but at the sole cost of
Purchaser.

7.    NOTICES

All written notices permitted or required to be given under this Agreement may
be personally delivered to the office of each of the parties, or mailed to the
office of each party by Registered or Certified United States Mail when
addressed as follows:

            To Seller:       Ticor Title Company of Oregon
                             1629 Southwest Salmon Street
                             Portland, Oregon 97205
                             Attention: Thomas A. Middaugh

            To Purchaser:    LSI Company of Oregon
                             17911 Von Karman Ave., Suite 300
                             Irvine, CA 92614
                             Attn: Don Partington

Either party may, by written notice to the other, change the address to which
notices are to be sent.

8.    MISCELLANEOUS PROVISIONS

8.1   Any sales or use tax which may be now or hereinafter imposed or assessed
on any provision of, or service rendered under the Agreement shall be paid or
payable by Purchaser.

8.2   In any action brought by any of the parties hereto against any other party
based in whole or in part of this Agreement, the prevailing party shall be
entitled to recover from the other party costs of suit and reasonable attorney's
fees which shall be fixed by the Court.

8.3   The parties to this Agreement do not intend to create any restraint in
trade or that any provision of this Agreement be violation of any federal, state
or municipal law or regulation. The parties are, and shall remain, competitors
in the business of title insurance and their maintenance of separate title plant
operations;

8.4   The parties hereto agree that this agreement does not create any
partnership, joint venture, or other association.

8.5   Seller shall not be prohibited by this Agreement from entering into
similar or other Agreements with other Purchasers or entities in any County.

                                       4


8.6   Paragraph headings are for convenience only and do not affect the meaning
or substance of the paragraph to which they refer.

8.7   Purchaser agrees to use information received from Seller in compliance
with all applicable State and Federal laws and regulations, including the
Federal Credit Reporting Act (U.S.CA Title is, Chapter 41, Subchapter III).

8.8   This Agreement shall be construed under the laws of the State of Oregon.
The parties shall be subject to the jurisdiction of the Courts of the State of
Oregon and venue shall lie in the Oregon which is subject of dispute.

8.9   This Agreement constitutes the entire agreement between the parties
pertaining to the subject contained in it and supersedes all prior and
contemporaneous agreements, both oral and written, representations and
understandings of the parties.

8.10  No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by the parties.

8.11  No waiver of any of the provisions of this Agreement is to be considered a
waiver of any other provision, whether or not similar, nor is any waiver to
constitute a continuing waiver.

8.12  No waiver shall be binding unless executed by the party making the waiver.

8.13  This Agreement may be executed simultaneously in two counterparts, each of
which shall be deemed an original but which together shall constitute one and
the same instrument.

TICOR TITLE COMPANY OF OREGON            LSI TITLE COMPANY OF OREGON
("Seller")                               ("Purchaser")

By: /s/Todd C. Johnson                   By: /s/ Donald E. Partington
    --------------------------------         ----------------------------------
Print Name:  Todd C. Johnson             Print Name:  Donald E. Partington
Title: Vice President and Corporate      Title: Senior Vice President
       Secretary                         Date: January 5, 2005
Date: January 4, 2005

                                       5

                                                                   EXHIBIT 10.37

                        AGREEMENT FOR SALE OF PLANT INDEX
                                       AND
                                   FOR USE OF

                        COMPUTERIZED TITLE PLANT SERVICES

                                     BETWEEN
             CHICAGO TITLE INSURANCE COMPANY, A MISSOURI CORPORATION
                         HEREIN REFERRED TO AS PROVIDER

                                       AND

                 LSI TITLE AGENCY, INC., AN ILLINOIS CORPORATION
                           HEREIN REFERRED TO AS USER

                                    RECITALS

      WHEREAS, Provider and User are corporations presently engaged, or intend
to be engaged, in the title or title insurance business in Clark County, State
of Washington;

      AND WHEREAS, Provider is presently engaged in collecting, imaging,
formatting and maintaining the official records of said county into plant
indices and images for use in said county;

      AND WHEREAS, Provider is presently engaged in producing, maintaining and
updating, on a daily basis, a computerized title plant index, (the "Plant Index
"), composed of all documents affecting or purporting to affect title to real
property and other material which are recorded or filed in the offices of the
county recorder and the office of the county clerk of said Clark County, since
7/1/67 in such a manner as to constitute constructive notice to their contents.

      AND WHEREAS, Provider is presently engaged in maintaining a title plant
index in a non-computerized format (the "Back Plant Index) for all documents
affecting or purporting to affect title to real property and other material
which are recorded or filed in the offices of the county recorder and the office
of the county clerk of said Clark County, prior to 7/1/67 in such a manner as to
constitute constructive notice to their contents.

      AND WHEREAS, Provider is presently engaged in producing, maintaining and
updating, on a daily basis, a computerized collection of electronic document
images (the "Image Library "), composed of all documents affecting or purporting
to affect title to real property and other material which are recorded or filed
in the offices of the county recorder and the office of the county clerk of said
Clark County, since 1/1/80.

      AND WHEREAS, Provider is presently engaged in maintaining a collection of
non-electronic document copies (the "Back Plant Documents"), composed of all
documents affecting or purporting to affect title to real property and other
material

1



which are recorded or filed in the offices of the county recorder and the office
of the county clerk of said Clark County, prior to 1/1/80. (The Plant Index,
Back Plant Index, Image Library and Back Plant Documents are collectively
referred to herein as the "Title Plant" and is more particularly described on
Exhibit "A" attached hereto.)

      AND WHEREAS, it is not the intent of the parties to this Agreement to
create any restraint in trade or that any provision of this Agreement be
violation of any federal, state or municipal law or regulation. The parties are,
and shall remain, competitors in the business of title insurance and their
maintenance of separate title plant operations;

      AND WHEREAS, the parties hereto agree that this agreement does not create
any partnership, joint venture, or other association. To the extent that
Provider agrees to furnish anything hereunder, Provider shall remain an
independent contractor contracting with User without any control by User over
the manner in which Provider shall perform its obligations except to the extent
provided for in this Agreement. The performance of all obligations of Provider
hereunder shall be made by employees of Provider and their performance of said
obligation shall not make them employees of any other party hereto.

      NOW THEREFORE, in consideration of the mutual promises hereinafter set
forth, the parties agree as follows:

PLANT INDEX (TITLE SCAN SYSTEM)

      1. MAINTENANCE OF PLANT INDEX

      Provider agrees to maintain the Plant Index and to provide User each day's
Plant Index in a merged electronically viewable and retrievable form, beginning
with the index produced on the 7/1/67 date in accordance with the recitals,
terms, provisions, and conditions of this Agreement and continuing until
concluded in accordance with the provisions hereof. Such Plant Index is
presently indexed by Provider in the following ways, which system of indexing
can be modified by Provider:

      A) Property - indexed by parcels according to the following types:

            (i)   Recorded plats;

            (ii)  Acreage (Section, Township, Range according to the county
                  assessor's parcel map and CTI ARBing system);

            (iii) Donation land claims (according to Provider's arbitrary map
                  parceling system);

            (iv)  Unrecorded plats (according to Provider's arbitrary map
                  parceling system);

            (v)   Condominium plats; and

2



            (vi)  Short plats.

      B) General Index:

            (I)   Individual names - indexed in alphabetical order or by Soundex
                  system; and

            (ii)  Corporation names - indexed in alphabetical order or by
                  Soundex system.

      c) A&R or "extension" records: Indexed to the AFN number of the document
affected

      The indexing of documents describing real property thereon will be
accomplished through the use of recorded plats of the county assessors parcel
maps as maintained by Provider's arbitrary map system and Provider's method for
indexing. Provider and User hereby agree that Provider will arrange for copies
of said arbitrary system maps, to be produced at Users expense. Subsequent
modifications shall be copied and delivered to user in an ongoing and timely
manner. Additional copies will, at User's request and expense, be prepared and
delivered to User. User agrees it has been afforded ample opportunity to inspect
Provider's plant indexing system and that it is satisfied as to the overall
operational quality of said system. All accumulated daily indices shall be
reformatted, sorted and merged together so as to become one larger index, then
stored on magnetic disks from which the indices may be electronically accessed
by Provided and User from computer workstation. The computer site shall be on
the premises of Provider at 1111 Main Street, Suite 200, Vancouver, WA. 98660 or
at such other reasonable location as Provider may deem necessary in the future.

      2. Obligation to Index Documents

      The indexing of documents describing real property thereon will be
accomplished in part through the use of the county assessor's parcel maps. Each
of the parties to this agreement will, for the benefit of each of the other
parties hereto, place in the body of each document to be recorded a notation of
the assigned assessor's parcel number for each parcel of real property described
therein. There shall be no liability for failure to do so or for any
incorrectness in the numbers so shown.

      3. Access and Installation to Provider's Network

      User will arrange, at the sole expense of User, the means via wide area
network data-lines and related data communication devices, and such other
hardware and software which may include personal computers and related software
used as application or communication servers as may be necessary at both the
host and remote sites, to access such indices for title search or other related
purposes by use of a personal computer workstation located on User's premises.

      User will, at User's sole expense, arrange for delivery and installation
on the premises of User the appropriate personal computer workstation(s),
printers and

3



software, together with the necessary communication lines and communication
related equipment all of which shall be compatible with Provider's computer
system.

      It is specifically understood by User that the acquisition, installation
and maintenance of any equipment and software, including but not limited to
communication servers or similar devices necessary for communication between the
host site network hub and the User site, shall be a User obligation and
responsibility.

      Provider shall make available to User a network connection at the host
site. User is solely responsible for costs and expense to keep the personal
computer workstations, printers and communication equipment above described in
good repair, condition and working order.

      User is also solely responsible for all costs of installation and
maintenance as well as for the resolution of all problems in communication
circuits and related equipment dedicated to or used by User. Provider will,
however, provide reasonable assistance to User in the diagnostics of problems in
communications or equipment. If, in the act of assisting User in the diagnostics
or solution of any problem in any User's equipment, Provider, in good faith,
places a service call which results in a billable charge, said charge is User's
sole responsibility.

      4. Fallout and Other Title Company Reports

      Provider will provide a report (fallout) on a daily basis available to
User through the wide area network, itemizing each recorded or filed document
affecting all title orders opened and entered by User at its network location,
which documents are recorded or filed subsequent to the date of opening of such
order.

      5. Documentation and Training

      Provider, through the software vendor Title Scan System, has or will
furnish the necessary documentation to enable User to understand the nature and
of content of the title plant index and an explanation of reports delivered.

      Provider or software vendor Title Scan System will train User's key
personnel in the use of personal computer workstation(s) methods and procedures
to be followed for the proper retrieval of title searches and other material
from the Plant Index. A User's Manual detailing specifications of the index and
the step-by-step procedures to be followed from a PC workstation, will be
supplied for the training of User's key personnel if available from the vendor
Title Scan System.

      The training shall be for a sufficient period of time in Provider's sole
judgment to enable the initial operators of said devices to become proficient in
their use. The initial training period shall not exceed 24 business hours. Any
further training required for the replacement of additional operators will be
charged to User on the basis of time and material.

4



      6. Software License

      User will arrange for a license Agreement to be executed with Title Scan
System of their Plant Index software for the number of workstations needed in
their operation at the sole expense of User.

      User will pay Provider the license cost for the increased number of
workstation licenses needed to support User with the Novel Operation System and
NT Operation System. User will reimburse Provider in an amount equal to the cost
of any additional workstations licensed under the Title Scan License Agreement
between Provider and Title Scan System dated _________________.

      7. Posting Users Open Orders and User's Starters

      Each company using the system, (Provider and User) may input the
respective open orders to an order entry file, accessible only by the
originating user. Each company using the system may also input their starters as
required. This data will be posted to the property index. Each company may then
be able to search for their starter using a unique starter code. Each company
using the system, will not be able to access each others starters.

IMAGE LIBRARY

      8. Maintenance of Image Library

      Provider shall produce, maintain and update on a daily basis a
computerized Image Library composed of the following items effecting real
property, recorded by the auditors office of Clark County, State of Washington,
since 1/1/80.

      A.    Daily recorded documents from the Clark County Auditors office
            relating to real estate.

      B.    Plat Maps and Plant related Recorded Documents.

      C.    CC + R's for Plats.

      D.    Short Plat Maps and Short Plat related Recorded Documents.

      E.    Surveys.

DATA COMMUNICATION, HARDWARE AND SOFTWARE.

      9. Equipment. User shall be solely responsible for all costs related to
User's (a) installation, purchase and/or lease of data communication, PC network
and image enabled workstation equipment (collectively, "Equipment") used to
access the Imaged Library by User; and (b) maintenance of the Equipment used to
access the Imaged Library by User.

5



      10. Software License. User will arrange for a License Agreement to be
executed with Title Scan System of their imaging software for the number of
users needed in the operation at the sole expense of User.

      11. Down Time. The parties recognize that the development and maintenance
of the Imaged Library is subject to of temporary interruptions ("Down Time") due
to equipment failure arising from numerous possible causes, and that Provider is
not the guarantor of the instant and continual availability of the recorded
document images in the Imaged Library. Provider will bear no liability to User
due to or during said Down Time. Provider will use due diligence to maintain a
reasonable capacity to provide timely, workmanlike repair and maintenance
services whenever the Imaged Library becomes inoperable.

BACK PLANT INDEX

      12. Maintenance of Back Plant index

      Provider shall maintain the non-computerized Back Plant Index for access
by User.

BACK PLANT DOCUMENTS

      13. Maintenance of Back Plant Documents

      Provider shall maintain the non-computerized Back Plant Documents for
access by User.

CONSIDERATION

      14. Monthly Charges

      For the convenience of the parties hereto, Provider agrees to invoice User
on a monthly basis as follows:

      a.    The purchase price for each month's merged Plant Index shall be
            $4,500.00 per month.

      b.    The purchase price for each months images to the Image Library shall
            be $2,500.00 per month

      c.    The price for access and retrieval of documents from the Back Plant
            Documents shall be $2.00 per document retrieved

      d.    The price for access and retrieval of documents from the Back Plant
            Index shall be $2.00 per image document retrieved

Access to the database will be provided to User for training on or about January
1, 2005. Billing for access will begin February 1, 2005.

..Access to the Title Plant will be provided to User for training on or about
January 1, 2005. Billing for access to the database will begin February 1, 2005.

6



      15. Fee Adjustment

      The fees set forth above are subject to change by Provider annually of
each year with the January billing. The increase will be no more than 4% to
cover annual increase in ordinary operation expenses.

      16. Billing for Payment of Monthly Charge

      Provider shall submit an invoice to User by the 5th workday of each month
for the amount due for the previous calendar month. User agrees that it will pay
the monthly charges each month within 15 days of receipt of such billing.

      A state of default will exist if payment on any sum payable to Provider is
not made within 45 days after the due date. In the event of default, Provider
may terminate all rights of the defaulting User without notice.

Thereafter, and only in the event that all sums owed or owing by the defaulting
User under this Agreement or any addendums hereof, have been paid within thirty
days from the date of termination of such rights, plus a late payment charge
equal to 10% of all sums owing. User will be entitled to restart service as
provided for in the Agreement at the then current charges. In the event of any
billing dispute, Chicago Title has no obligation to consider any adjustment, nor
will any be made unless such matter is presented for adjustment within 90 days
of statement date.

      OTHER PROVISIONS

      17. Technical Changes

      Certain engineering changes or temporary alterations to the hardware,
application software or operation software of Provider may be necessitated in
the future, including, but not limited to, change in the server, computer
components, disk drive and model upgrade.

      18. Should the acquisition of additional or replacement equipment become
necessary, Provider shall determine the necessity of the equipment and shall
purchase same.

      Owner shall have the right to make any engineering or technical changes to
its hardware application software or operation software, including but not
limited to the purchase of any type of equipment (hardware) or software, without
the approval of User. At User's sole expense, User will arrange for delivery and
installation of hardware and/or software that are compatible with Provider's
up-graded computer system if needed.

      19. SCHEDULED FOR SERVICES

      Under normal conditions, the database will be available to User for access
between the hours of 6.00 a.m. through 6.00 p.m. on any regular business day,
and for such other hours that the system is not down for the nightly processing
and back up or for periodic maintenance or special events that require all Users
to be off the system.

7



Whenever possible, Provider agrees that system maintenance will not be scheduled
before 5.00 p.m. on a regular business day. Scheduled maintenance resulting in
down time will be accounted in advance. There shall be no additional charges for
the privilege of accessing the system on non-regular business days, nor will any
advance notice by User by necessary.

      20. OWNERSHIP

      Except as expressly provided for, User hereby agrees and acknowledge that
it has not received, nor will it receive, any rights whatsoever, either express
or implied, in or to the hardware, software, or any other equipment or system
purchased exclusively by Chicago Title, and used to maintain and operate said
Plant Index system, all of which shall at all times remain the exclusive
property and under exclusive control of Provider, except those certain network
and related devices and Users communication equipment hereinabove referred to
which is owned or controlled by User, and except for any software licenses
purchases by User from Title Scan System wherein User is currently licensed by
Title Scan System to use Title Scan System software to search the property,
general and A&R indexes being created by Provider.

      Provider shall not be prohibited by this Agreement from entering into
similar or other Agreements with other Users or entities in this or other
counties.

      User hereby agrees and acknowledges that, except for the Equipment, it has
not received, and will not receive, any rights whatsoever, either express or
implied, in and to any hardware or software used by Provider to develop and
maintain the Imaged Library, all of which shall at all times remain the
exclusive property and under the exclusive control of Provider.

      21. TERM

      Provided User is in compliance with all of the terms of this Agreement,
neither party may cancel this Agreement for a period of 60 full months from
User's on-line date.

      This Agreement shall automatically be renewed for subsequent one (1) year
terms beginning on the first anniversary of the execution of this Agreement and
on the beginning on each subsequent anniversary thereafter, unless written
notice of intention to conclude this Agreement is delivered to the other party
not less than 120 days prior to the expiration of the initial 60 month term or
any one year extensions term.

      22. Cancellation/Withdrawal

            Upon cancellation, withdrawal or termination, User shall cease to be
a party to this Agreement and thereafter shall not be entitled to receive any
further information or service under this Agreement, and no further liability
for payment shall thereafter accrue against User, except for all amounts for
which User shall become previously obligated hereunder.

      After the effective date of cancellation, withdrawal or termination
hereunder, the covenants and agreements made by the parties shall cease to be
operative, except

8



that such cancellation, withdrawal or termination shall not extinguish any
obligation, covenant or cause of action which may have arisen in favor of any
prior to such cancellation, withdrawal or termination, and not satisfied or
discharged at the time of cancellation, withdrawal or termination.

      Provided User is not, at the time of withdrawal or termination, in default
hereunder with respect to any of its obligations, Provider shall produce and
deliver to User within thirty days after the last sale under this Agreement is
concluded (except as otherwise provided), a Plant Index magnetic media,
organized in alphabetical sequence as to the general index, and in geographical
order as to the property index, of records entered from 1/1/05 to the date of
withdrawal or termination. Recognizing that each day's sold Plant Index must be
merged with the preceding days in order to be efficiently useable, both parties
agree that magnetic media referred to herein is not required to be produced
until all of the sales contemplated by this Agreement are concluded or until
such time as is mutually agreeable between the parties, and under no
circumstances shall demand sooner delivery than as provided. So that there is no
information gap while User is waiting for the creation and delivery of the
magnetic media, provider agrees to continue on line access at a per diem amount
of the monthly amount charged to User, until the film and tape is delivered, and
for a period thereafter not to exceed 30 days, in order that User integrate such
medium into its existing system, again, provided User has paid all sums due
Provider as of the date of cancellation, termination or withdrawal. Whenever
User shall be entitled to receive a copy of said index, Provider shall furnish
said index at User's expense.

      Provided User is not, at the time of withdrawal or termination, in default
hereunder with respect to any of its obligations, Provider shall produce and
deliver to User within thirty days after the last sale under this Agreement is
concluded (except as otherwise provided), an Image Library magnetic media for
documents entered from 1/1/05 to the date of withdrawal or termination.

      23. RESTRICTIONS

      If and when User shall be entitled to a copy of the Plant Index and/or
Image Library magnetic media as such may be required to be provided under the
terms of this Agreement, it shall be exclusively the property of User and may be
used to produce copies subject to the restrictions contained above. For a period
of 10 years from the date User cancels, withdraws or terminates as a user under
the agreement in Clark County, with regard to the indices developed hereunder,
or any portion thereof, or any photostatic copy, "Xerox" copy, electronic format
or any other type of reproduction of a copy of the indices (or any portion
thereof), User agrees that it will not allow the use of same in any manner
whatsoever by persons other than direct employees of User, or use same (or any
material provided by Provider pursuant to this Agreement), in other than its own
title business. User further agrees that it will not provide the use or the
benefits derived from the indices (or any portion thereof) to any other
underwritten title company or title insurer, or to any other person,
corporation, association, or entity during the stated periods of this Agreement,
provided however, none of the provisions of this paragraph shall prohibit User
from furnishing title information to the title insurance company whose policies
it regularly issues in the usual and customary course of business.

9



      The foregoing restrictions on sale or transfer shall not apply to any
transactions which result in the transfer of substantially all of the Clark
County business assets of User to another entity by sale, lease, merger,
reorganization or consolidation; and the foregoing paragraph shall not be
construed to prevent User from providing miscellaneous title information to real
estate licensees, attorneys or other users in the title insurance services in
order to facilitate the placing of orders for such services.

      24. TERMINATION

      The occurrence of any of the following shall immediately terminate all
rights of User under this Agreement:

      (A)   The appointment of a receiver to take possession of all or
            substantially all of the assets of User;

      (B)   A general assignment by User to benefit of creditors;

      (iii) Writs of attachments or execution or distraint proceedings on the
            interest hereunder of User, if said writ is not discharged prior to
            public sale under the writ;

      (C)   Any action taken or suffered by User under any insolvency or
            bankruptcy act; or

      (D)   Default in any payment as required herein.

      25. EXERCISE OF DUE DILIGENCE

      Provider shall exercise reasonable competence in performing the required
services herein.

      Performance of any of the provisions of the Agreement shall be excused for
a reasonable period if it is impossible or unreasonably difficult for the party
who is obligated to perform hereunder because of damage or destruction to any
equipment or data necessary to performance by an act or God, acts of war, riot,
unlawful assembly, fire, explosions, power outage or any other such catastrophic
occurrence.

      The parties hereto recognize that the input and retrieval of the
information contained in Provider's computer is subject to the hazard of
temporary interruptions, commonly known as down time, by reason of equipment
failure or its inability to operate arising from numerous possible causes, and
that Provider is not the guarantor of the instant and continual availability of
the information contained in the computer Title Plant and performance by
Provider of any of the provisions of this Agreement shall be excused because of
and during said Down Time. Provider does, however, agree that it will maintain a
reasonable capability to provide timely, workmanlike repair and maintenance
service whenever such Title Plant becomes inoperable. Any data incapable of
being entered during such down time will be entered as quickly as possible when
system operation is restored. There shall be no abatement of the purchase price
during Down Time. Promptly upon the discovery by User of any error in any
information, in whatever form, supplied pursuant to this Agreement, User shall
communicate the fact thereof in writing to Provider. Upon receipt of this
information, Provider shall incorporate the correction as soon as possible in
the Title Plant for Clark County.

10



      26. LIABILITY LOSS

      Provider shall have no liability to User for any error in any of the
information furnished, provided that such information is the same as that which
is used by Provider in its business of searching, examining and insuring title
in Clark County, Washington. Provider shall have no liability or responsibility
to any customer of User or to any person to whom User may furnish such title
information, report, binder, guarantee or policy upon which such claim or
assertion is based. User shall indemnify and hold Provider harmless from and
against such claim or assertion, including all costs, expenses, attorney's fees
and actual loss or losses incurred or sustained by reason of such claim or
assertion. When such claim or assertion is made to Provider, Provider shall
promptly give notice to User and User shall have the right, if it so elects, to
provide for the defense of Provider in any action of litigation based thereupon
by counsel of said User's own choosing and at User's own cost and to pursue such
litigation of final determination. User shall also have the right, whether or
not any action or litigation shall have resulted, to compromise or settle any
such claim on behalf of said Provider but at the sole cost of User. The parties
hereto agree that they do not intend by this Agreement to benefit any third
party or to create any third party beneficiary rights under this Agreement. Any
benefit accruing to any third party is incidental to the rights and obligations
created hereunder.

      Provider shall not be liable to User and User shall defend and hold
Provider harmless from any loss or damage, nor shall there be any abatement of
the charges set forth herein arising from (a) accuracy or inaccuracy,
completeness, correctness or incorrectness, legibility or illegibility, or other
deficiency of any kind of any recorded document image; (b) Provider's failure to
deliver, or delay of any recorded document image requested by User; (c) any lack
of completeness or other inadequacy of the Imaged Library; (d) any changes to
any original recorded document occurring as a result of conversion of said
original recorded document from microfilm to electronic image format; (e) the
use of any equipment or other software or hardware used in the operation or
recorded document images in the Imaged Library; (f) any interruption or loss of
service, information, or imaged document; or (g) any other act or omission of
Provider related to use of the recorded document image in the Imaged Library.

   The parties also agree that Provider's development and maintenance of the
Title Plant and the delivery of recorded document images to User, shall in no
way create a policy of title insurance between the parties.

      27. NOTICES

      All notices required and permitted to be given in connection with this
Agreement shall be in writing and shall be deemed to have been duly delivered
and given if delivered personally, or mailed by registered or certified mail,
postage prepaid, as follows:

      IF TO PROVIDER       Chicago Title Insurance Company
                           1111 Main Street, Suite 200
                           Vancouver, WA. 98660
                           Attn. County Manager

11



      IF TO USER           LSI Title Agency, Inc.
                           17911 Von Karman Ave. Suite 300
                           Irvine, CA 92614
                           Attn: General Counsel

Any change of address must be given by certified mail. The effective date of
giving or delivery of any notice so given shall be (3) three days after personal
delivery, or (5) five days after the date of deposit in the mail.

      28. COSTS OF DISPUTE RESOLUTION

      In any action brought by any of the parties hereto against any other party
based in whole or in part of this Agreement, the prevailing party shall be
entitled to recover from the other party costs of suit and reasonable attorney's
fees which shall be fixed by the Court.

      29. TAXES

      Any sales or use tax which may be now or hereinafter imposed or assessed
on any provision of, or service rendered under the Agreement shall be paid or
payable by User.

      30. MISCELLANEOUS

      The covenants and agreements contained herein shall be binding on the
parties hereto and upon their respective heirs, executors, administrators,
successors and assigns.

      The parties to this Agreement agree to execute all documents necessary to
implement any aspect of this Agreement and to do all consistent with the
performance of this Agreement.

      The Agreement may be signed in counterparts and shall be binding upon and
insure to the benefit of each of the parties hereto.

      31. WARRANTIES

      PROVIDER MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER
WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE ACCURACY OF THE INFORMATION OR
ITS FITNESS FOR ANY PARTICULAR PURPOSE. PROVIDER SHALL HAVE NO LIABILITY TO USER
FOR ANY CLAIM, LOSS OR DAMAGE OF ANY KIND OR NATURE WHATSOEVER NOR SHALL THERE
BY ANY ABATEMENT TO THE PURCHASE PRICE, ARISING OUT OF OR IN CONNECTION WITH (1)
ANY DEFICIENCY OR INADEQUACY OF THE INFORMATION FOR ANY PURPOSE, WHETHER OR NOT
KNOWN OR DISCLOSED TO PROVIDER, (2) ANY DEFICIENCY OR DEFECT IN THE INFORMATION,
(3) THE USE OR PERFORMANCE OF THE EQUIPMENT, (4) ANY INTERRUPTION OR LOSS OF
INFORMATION OR SERVICE, AND/OR (5) ANY LOSS OR OTHER CONSEQUENTIAL LOSS OR
DAMAGE WHETHER OR NOT RESULTING FROM ANY OF THE FOREGOING. USER WILL DEFEND,
INDEMNIFY AND HOLD

12



HARMLESS AGAINST ANY AND ALL CLAIMS, DEMANDS AND LIABILITIES RISING OUT OF OR IN
CONNECTION WITH THE INFORMATION CONTAINED IN SAID PLANT INDEX, OR LACK THEREOF.

      32. PARAGRAPH HEADINGS

      Paragraph headings are for convenience only and do not affect the meaning
or substance of the paragraph to which they refer.

      33. ENTIRE AGREEMENT

      The provisions, terms and conditions of this Agreement shall prevail
notwithstanding any variance with the provisions, terms and conditions of any
order submitted by User in respect to such services.

      User acknowledges that it has not been induced to enter into this
Agreement by any representations or statements, oral or written, not expressly
contained herein or expressly incorporated by reference.

      User acknowledges that it has read this Agreement, including any addendum
attached hereto, understands it, and agrees to be bound by its terms, and
furthermore, agrees that it constitutes the entire Agreement between the parties
and, except to the extent that they may be expressly incorporated herein,
supersedes and replaces all proposals, negotiations, conversations, discussions
and all written and oral agreements heretofore had, made or existing by and
between the parties or their representatives related to the subject matter of
this Agreement.

      34. Assignment.

      This Agreement may not be assigned by User to any entity, except that this
Agreement may be assigned to (a) an underwriter of User or (b) a successor in
interest of User, whether by purchase, consolidation, merger or other form of
reorganization (i) if such successor in interest is in the business of issuing,
title insurance, and (ii) upon approval of Provider within forty-five (45) days
of such purchase, consolidation, merger or other form of reorganization, which
approval shall not be unreasonably withheld. If Provider receives timely written
notice of said assignment and does not notify User of its disapproval within
forty-five (45) days of said assignment, then said assignment shall be deemed
approved.

      35. Proprietary Information.

      Provider shall not divulge to third parties confidential, trade secret, or
other proprietary information which comes into Provider's possession or control
in connection with the delivery of recorded document images by Provider.

      36. Authority.

      User warrants that it has proper authority to enter into this Agreement.

13



      37. GOVERNING LAW; JURISDICTION AND VENUE

      This Agreement shall be construed under the laws of the State of
Washington. The parties shall be subject to the jurisdiction of the Courts of
the State of Washington and venue shall lie in Clark County, Washington.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly and
properly executed by their respective Officers having full authority to do so on
this 20th day of December, 2004.

CHICAGO TITLE INSURANCE COMPANY,
a Missouri Corporation

By /s/ Peter T. Sadowski
   -------------------------------------
     Peter T. Sadowski
     Executive Vice President

LSI TITLE AGENCY, INC.,
an Illinois Corporation.

By /s/ Ronald Frazier
   ----------------------------------
   Ronald Frazier
   President

14



                                 FIRST ADDENDUM

                                       TO

                      THE AGREEMENT FOR SALE OF PLANT INDEX
                AND FOR USE OF COMPUTERIZED TITLE PLANT SERVICES

WHERAS, on or about December 20, 2004, the undersigned parties entered into that
certain Agreement for the Sale of Plant Index and for Use of Computerized Title
Plant Services (hereinafter, the "Agreement").

NOW THEREFOR IT IS MUTUALLY AGREED by the parties hereto that, in consideration
of the promises contained in the Agreement and effective from the inception of
the Agreement, the Agreement is intended to be interpreted in accordance with
the following:

      The Agreement and all terms and conditions contained therein shall be
      construed to constitute a lease of the Title Plant, as such term is
      defined in the Agreement, including all of the elements of the Title Plant
      described in detail in Exhibit A to the Agreement.

This First Addendum may be executed simultaneously in two counterparts, each of
which shall be deemed an original but which together shall constitute one and
the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this First Addendum to the
Agreement to be duly and properly executed by their respective officers having
full authority to do so on this December 22, 2004.

Chicago Title Insurance Company, a Missouri Corporation

By /s/ Alan L. Stinson
   --------------------------------------------

Its: Executive Vice President

LSI Title Agency, Inc., an Illinois Corporation

By /s/ Donald E. Partington
   --------------------------------------------

Its: Senior Vice President

15

                                                                   EXHIBIT 10.38


                        TITLE PLANT MAINTENANCE AGREEMENT

This TITLE PLANT MAINTENANCE AGREEMENT (this "Agreement") dated as of March 4,
2005 is entered into between PROPERTY INSIGHT, LLC, a California limited
liability company with its principal place of business at 601 Riverside Avenue,
Jacksonville, FL 32204 ("PI"); SECURITY UNION TITLE INSURANCE COMPANY, a
California-domiciled title insurance company with its principal place of
business at 4050 Calle Real, Santa Barbara, CA 93110 ("SUTIC"); CHICAGO TITLE
INSURANCE COMPANY, a Missouri-domiciled title insurance company with its
principal place of business at 171 North Clark Street, 8th Floor, Chicago, IL
60601-3294 ("CTIC"); and TICOR TITLE INSURANCE COMPANY, a California-domiciled
title insurance company with its principal place of business at 4050 Calle Real,
Santa Barbara, CA 93110 ("Ticor"; together with SUTIC and CTIC, each a "Company"
and collectively, the "Companies").

                                   WITNESSETH:

     WHEREAS, each of the Companies is a direct or indirect subsidiary of
Fidelity National Financial, Inc., a Delaware corporation ("FNF"); and

     WHEREAS, each of the Companies is engaged in the title insurance business,
including searching and examining titles to real property, and issuing or
causing to be issued policies of title insurance insuring interests in real
property; and

     WHEREAS, in connection with its respective business, each of the Companies
is the owner of one or more 'title plants', with each title plant consisting of
a collection of data, images, and/or indices, including indices of land records
and copies of Official Records and other materials and databases, relating to a
particular geographic area; and

     WHEREAS, certain of the title plants owned by each of the Companies is more
particularly described on the applicable schedule relating to such title plant
attached to EXHIBIT B (with respect to each Company, such Company's "Title
Plants", and collectively the "FNF Title Plants"); and

     WHEREAS, the Companies desire to retain PI to provide the management,
maintenance and updating services (as more fully described below and in the
schedules to EXHIBIT B) for each of the FNF Title Plants, and PI is willing to
provide such services, subject to the terms and conditions set forth herein, as
of the Effective Date (as defined in Section 10.12); and

     WHEREAS, simultaneous with the effectiveness of this Agreement, PI will
also enter into a Master Title Plant Access Agreement (the "Title Plant Access
Agreement") with Rocky Mountain Support Services, Inc., an Arizona corporation
with its principal place of business at 601 Riverside Avenue, Jacksonville, FL
32204 ("RMSS") and a direct or indirect subsidiary of FNF, pursuant to which
RMSS will obtain access from PI to the updated FNF Title Plants, on behalf of
the Companies as well as other direct or indirect subsidiaries of FNF who are
not owners of any FNF Title Plants but who desire access to one or more of the
FNF Title Plants from time to time (collectively, the "FNF Affiliates"); and



     WHEREAS, also simultaneous with the effectiveness of this Agreement, RMSS
will enter into a Cost Sharing Agreement with the FNF Affiliates (including the
Companies), pursuant to which RMSS will distribute the costs and fees charged by
PI to RMSS for the title plant access of each of the FNF Affiliates under the
Title Plant Access Agreement, with each FNF Affiliate's share to be based on its
title plant access and usage; and

     WHEREAS, as permitted by the terms and conditions of this Agreement, it is
anticipated that from time to time PI will enter into title plant access
agreements with third parties who desire to access one or more of the FNF Title
Plants (including competitors of the Companies); and

     WHEREAS, PI is a direct or indirect subsidiary of Fidelity National
Information Services, a Delaware corporation ("FNIS");

     NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties, intending to be
legally bound hereby, agree as follows:

                                   ARTICLE I.
                 RETENTION FOR UPDATING AND MAINTENANCE SERVICES

     Section 1.01 Retention of PI. As of the Effective Date, each of the
Companies hereby retains PI to provide to such Company the services described in
Section 2.01 (the "Services") for its respective Title Plants that are described
in EXHIBIT B; and PI hereby accepts such retention as to each Company and each
of the FNF Title Plants that are described in EXHIBIT B, all in accordance with
the terms and conditions of this Agreement. Without limiting the foregoing, the
parties acknowledge that PI may use employees, independent contractors or
consultants to provide the Services.

                                   ARTICLE II.
                                  THE SERVICES

     Section 2.01 PI Services. During the term of this Agreement, and subject to
the terms and conditions hereof, PI shall provide (or cause to be provided) all
of the services described in this Section 2.01.

     (a) Updating, Purging and Maintaining the Title Plants. After receiving
from each Company all of the FNF Title Plants as updated, purged and maintained
up to the Effective Date (as to each of the FNF Title Plants, a "Base Title
Plant" and collectively the "Base FNF Title Plants") as contemplated by Section
2.03(b), PI shall periodically update and purge each of the Base FNF Title
Plants in accordance with the specifications and the frequency and procedural
requirements set forth on the applicable schedule for such Title Plant included
in EXHIBIT B. Each of the Base FNF Title Plants shall be sorted, stored, filed
and maintained in the format specified for such Base Title Plant on the
applicable Title Plant schedule to EXHIBIT B. PI shall extract pertinent
information from the public records and add such pertinent information to each
Base Title Plant, and purge outdated or irrelevant information, all in
accordance with the specifications set forth on the applicable Title Plant
schedule to EXHIBIT B. Without limiting or expanding the foregoing and as a
non-contractual commitment, the parties acknowledge that


                                        2



(i) the objective of these services is to maintain each of the FNF Title Plants
in such a manner that it will at all times be current, accurate and accessible,
so as to provide an abstract and title evidence plant for the geographic areas
covered by the FNF Title Plants, and (ii) the title plant updating and
maintenance services being provided by the former Property Insight Divisions of
the Companies (the "Divisions") as of the Effective Date are of a nature and
quality that satisfies these objectives. For sake of clarification, the parties
further acknowledge that, as between PI and the Companies, each of the FNF Title
Plants, as so updated by PI, remain exclusively owned by the respective Company.

     (b) Manuals and Training. PI shall produce and maintain detailed
documentation designed to enable each Company and its respective employees to
understand the nature and content of such Company's Title Plants. This will
include creating and maintaining manuals and other documentation setting forth
in reasonable detail a description of the nature and content of the databases,
indices and other information and materials included in each FNF Title Plant.
Such manuals and documentation are the property of PI and shall be returned to
it upon termination of PI's obligations to provide the Services under this
Agreement, provided that each Company shall be provided with a copy of all
manuals and documentation, as updated and maintained to the date of such
termination, relating to each of such Company's Title Plants.

     Section 2.02 Additional Obligations of PI in Performing Services.

     (a) Proprietary Systems. The parties acknowledge that in providing the
Services described herein, PI may utilize proprietary systems and software,
together with methodologies and technologies, developed, owned or licensed by it
(the "Proprietary Systems"), to process, store, extract and manipulate the data
and information in the FNF Title Plants into a readily accessible and searchable
information system. Each of the Companies acknowledges that, unless otherwise
provided in this Agreement (including without limitation Section 8.02) or agreed
in writing by the parties, such Company has no ownership right, title or
interest in the Proprietary Systems, including any and all source code, object
code and/or compiled code that may be used in connection with constructing,
processing, extracting or manipulating the Company's Title Plants. Nothing in
this Section 2.02(a) shall affect any ownership or other right that any Company
has in the intellectual property described in Article IV.

     (b) Updated and Replacement Equipment and Systems. PI may, but is not
required to, from time to time acquire or develop additional hardware, software
or other equipment or systems in connection with the fulfillment of its
obligations hereunder. All such acquisitions shall be at the expense of PI and,
subject to Section 8.02, such hardware, software or other equipment or systems
so acquired shall be owned solely by PI, unless one or more of the Companies has
agreed to compensate PI for such acquired property, and no Company will have any
ownership rights therein, unless otherwise agreed by the applicable parties. The
parties acknowledge that it is contemplated that the parties will discuss and
mutually agree on who will provide financial support and funding for the
development of any upgraded or advance software or systems and who will be the
owner(s) that have rights to use such developments.


                                        3



     Section 2.03 Obligations and Rights of the Companies.

     (a) Exclusive Use of PI Services. With respect to the Services hereunder
that PI will provide to each Company as of the Effective Date, each Company
agrees to use PI exclusively for Services for such Company's Title Plants
described in EXHIBIT B at all times during the applicable term of this
Agreement, subject in all cases to the termination provisions set forth in
Article VIII. To the extent that, after the Effective Date, PI has or acquires
the right to update and maintain any other title plant in a geographic location
in which a Company is doing business and is receiving title plant updating and
maintenance services from any other party (other than PI or a direct subsidiary
of such Company), then, so long as the service levels and pricing (including
royalties) offered by PI for title plant updating and maintenance services are
as good or better than the service levels and pricing in effect with such other
party, if requested by PI, such Company agrees to (x) terminate its title plant
updating and maintenance contract with such other party at the earliest date
permitted without incurring a termination fee or penalty and (y) enter into a
contract with PI for the provision of title plant updating and maintenance
services (similar to those provided hereunder). Furthermore, each Company agrees
that, so long as Services are being provided to it hereunder, to the extent that
(A) such Company determines to enter into a service arrangement with any other
party (other than a direct subsidiary of such Company) to update and maintain
any other title plants that are currently owned or may hereafter be acquired by
the Company, and (B) the service levels and pricing (including royalties)
offered by PI for such title plant updating and maintenance services are as good
as or better than the service levels and pricing offered by such other party, if
requested by PI, such Company agrees to obtain such services from PI
exclusively. If the service levels or pricing terms offered by PI for title
plant updating and maintenance services for additional title plants pursuant to
this Section 2.03(a) are not as good or better than those offered by the other
applicable party and if the applicable Company has otherwise complied with the
provisions of this Section 2.03(a), then nothing contained herein shall restrict
or limit the ability of such Company to enter into any service arrangement with
another party to update and maintain such Company's applicable title plants.

     (b) Base Title Plant Provided. Each of the Companies hereby agrees that, on
the Effective Date, it will make available to PI, all of the Base Title Plants
(as more fully specified in the applicable schedule for such Title Plant
included in EXHIBIT B) that comprise each Title Plant owned by such Company as
of the Effective Date so that PI will be able to perform the Services to the
Companies and similar services to other customers of PI.

     (c) Representations and Warranties Regarding Software and Title Plants.
Each of the Companies hereby represents and covenants to PI, as to its Title
Plants and Software that:

          (i) The Company owns, or has a license or right to use and sublicense
     to others, all of its Title Plants and Software, as more specifically
     identified on the applicable schedule for each Title Plant included in
     EXHIBIT B, free and clear of all liens, encumbrances and adverse claims. No
     proceedings are pending or, to the knowledge of the Company, threatened
     which challenge the rights of the Company with respect to its Title Plants
     and Software, nor has any person or entity claimed or alleged any rights
     thereto.


                                        4



          (ii) All of its Title Plants and Software meet the specifications set
     forth on EXHIBIT B, and the Company has taken reasonable precautions to
     assure that the Title Plants and Software, as provided to PI on the
     Effective Date, are free of viruses or other contaminants that are designed
     to disable, lock, erase or otherwise interfere with normal use thereof.

          (iii) The Company's use of its Title Plants and Software, including
     the licenses granted to PI pursuant to Article IV, does not infringe upon
     any intellectual property rights of any other person or entity.

          (iv) The schedules included in EXHIBIT B accurately describe all of
     the software, software programs, and software systems that are in use by
     each Company (directly or indirectly through its respective Division) as of
     the Effective Date.

     (d) Compliance with Title Plant Access Agreement. The Companies acknowledge
that simultaneously herewith, PI has entered into the Title Plant Access
Agreement with RMSS, pursuant to which RMSS will obtain access from PI to the
updated FNF Title Plants, on behalf of the Companies and other FNF Affiliates.
The terms of the access to the FNF Title Plants are set forth in schedules and
exhibits to the Title Plant Access Agreement. In connection with such access,
and as part of the consideration hereunder, each of the Companies agrees to
abide (and to cause RMSS to comply) with the terms of the Title Plant Access
Agreement, including the terms and conditions governing access to the FNF Title
Plants.

     Section 2.04 Working Committee. Within 10 days following the effectiveness
of this Agreement, the parties shall establish a title plant working committee
who shall be empowered and authorized to work together to mutually agree to
adjust and/or refine (including additions or deletions) the specific services to
be provided hereunder, and whose members shall include one representative from
each of the parties to this Agreement. The working committee shall meet from
time to time as necessitated by the operation of this Agreement.

     Section 2.05 Errors.

     (a) Errors Discovered. Promptly upon the discovery of any error in the
information, in whatever form, contained in any FNF Title Plant, each Company
shall communicate in writing to PI, setting forth a detailed description of the
error and the means of locating the error within the applicable FNF Title Plant
and the relevant search system. Upon receipt of such information, PI shall
promptly investigate the allegedly erroneous information and upon verification,
shall incorporate the correction into the applicable FNF Title Plant(s).

     (b) Liability for Errors. Notwithstanding any provision to the contrary,
except in the event of PI's gross negligence or willful misconduct, PI shall
have no liability to any Company for any error in any of the information
provided in the performance of the Services in connection with any of the FNF
Title Plants, including without limitation the ordinary ongoing maintenance of
such Company's Title Plants, and the periodic posting and updating title
information in the Company's Title Plants, by PI. PI shall have no liability or
responsibility to any customer of any Company, or to any person or entity to
which such Company may furnish such title information, report, binder, guarantee
or policy, by reason of any error in any information furnished by PI


                                        5



hereunder. In the event that any such customer or person shall claim or assert
that PI has such liability by reason of any error in the information that PI is
required to furnish or has furnished under the terms of this Agreement, the
applicable Company shall indemnify and hold PI harmless from and against such
claim or demand, including the reasonable costs, expenses, attorneys' fees and
actual loss or losses incurred or sustained by reason of such claim or
assertion. When such a claim or assertion is made to PI, it shall promptly give
notice to the applicable Company, and such Company shall have the right (if it
so elects) to provide for the defense of PI in any action or litigation based
upon or involving such claim or assertion, by counsel of the Company's choosing
and at the Company's expense, and to pursue such litigation to final
determination. In such event, the applicable Company shall also have the right,
at its sole cost, whether or not any action or litigation shall have resulted,
to compromise or settle any such claim on behalf of PI, except to the extent
that such compromise or settlement involves terms other than money damages or
does not provide for a full release of claims for the benefit of PI.

                                  ARTICLE III.
                             PERFORMANCE OF SERVICES

     Section 3.01 Performance of Services. PI and each of the Companies shall
perform their respective obligations hereunder with the same degree of care,
skill, and prudence customarily exercised for their own operations. Except as
may be specifically noted in the description of services to be performed in
connection with a particular Title Plant (including the service level
requirements therefor) on it respective schedule to EXHIBIT B, it is understood
and agreed that, unless and until otherwise agreed by the applicable Company,
the Services provided to each Company will be of a nature and quality reasonably
comparable to the Services performed by the Divisions during the fiscal year
immediately prior to the execution of this Agreement.

     Section 3.02 Use of Services. The parties agree to perform and use the
Services in accordance with all applicable federal, state, and local laws,
rules, regulations, and tariffs and in accordance with reasonable conditions,
rules, regulations and specifications which are or may be set forth in any
manuals, materials, documents, or instructions from the other parties, as
applicable. Each party reserves the right to take all actions in order to ensure
that the Services are provided in accordance with any applicable laws, rules,
regulations, and tariffs.

     Section 3.03 Authority. Each party to this Agreement will retain
discretion, control, and management over its respective business, including,
without limitation, (i) oversight and management, (ii) formulation and
implementation of policy decisions, (iii) supervision of the employment of
personnel, and (iv) payment of all financial obligations.

     Section 3.04 Officers and Directors. Nothing herein shall be construed to
restrict the officers and directors of PI or any of the Companies in the
performance of their respective duties or limit the exercise of their powers as
prescribed by law or otherwise.


                                        6



                                   ARTICLE IV.
                  LICENSE OF TITLE PLANTS AND RELATED SOFTWARE

     Section 4.01 License to Use Title Plant Assets and Software.

     (a) Grant of Title Plant License. In consideration for the Services to be
provided by PI to each Company pursuant to this Agreement, each Company hereby
grants to PI, a perpetual, irrevocable, non-terminable, transferable, and
nonexclusive worldwide license (as to each Company and its Title Plants, the
"Title Plant License") to use, exploit, sell services from, sublicense, operate,
alter, modify, adapt, distribute, create derivative works from, display, copy
(for internal use and for use by third parties who have entered into contracts
with PI for access to the FNF Title Plants), and access such Company's Title
Plants, (including as updated and compiled through the Services), including
without limitation any use in connection with arrangements that may be entered
into by PI with other potential users of the Title Plants (including FNF
Affiliates as well as entities who may be competitors of the Company) to provide
such users with rights to access the applicable Title Plants, provided, however,
that in no event shall any such other user be granted any ownership rights in or
to any of the FNF Title Plants.

     (b) Grant of Software License. In further consideration for the Services to
be provided by PI pursuant to this Agreement, each Company hereby grants to PI,
a perpetual, irrevocable, non-terminable, transferable, and nonexclusive
worldwide license (as to each Company, its "Software License") to use,
reproduce, exploit, sell services from, sublicense, operate, alter, modify,
adapt, distribute, create derivative works from, display and access all of the
software, software programs, and software systems that are currently used by
such Company, either directly or through its Division (including without
limitation the software known as "Super Search") (collectively, for each
Company, its "Software"), as more fully identified on EXHIBIT B, and including
the right to create derivative and advanced works and the right to sublicense
use of the Software to other third parties. In addition, in furtherance of the
purposes and provisions of this Agreement (including without limitation Article
VIII), each Company hereby grants to each of the other Companies a Software
License to use, reproduce, exploit, sell services from, sublicense, operate,
alter, modify, adapt, distribute, create derivative works from, display and
access all of its Software, and including the right to create derivative and
advanced works and the right to sublicense use of the Software to other third
parties. All right, title and interest, including copyright, in the derivative
works created by or at the direction of PI, as between PI and the Companies,
shall be owned by PI.

     Section 4.02 Assignment of Existing Access Agreements. In further
consideration of the Services to be provided by PI pursuant to this Agreement,
each Company hereby assigns to PI all of such Company's right, title and
interests in and to, and all of its obligations to perform, all of the
agreements in effect as of the Effective Date pursuant to which the Company has
granted access to one or more of its Title Plants to third parties (excluding
FNF Affiliates), all of which are listed on the applicable Title Plant schedules
to EXHIBIT B. PI hereby agrees to perform the obligations under all such
agreements in accordance with the terms and conditions set forth therein, and
shall be entitled to all fees, compensation and other payments under these
agreements.


                                        7



     Section 4.03 Royalties.

     (a) Calculation of the Royalty. In consideration for the grant of the Title
Plant License and the Software License (collectively the "Licenses"), and
subject to the royalty termination provisions set forth in Section 8.02(a)(iii),
so long as one or both of the Licenses are effective hereunder or PI is
otherwise entitled to access any of the FNF Title Plants or the Software
(including during the period pending the effectiveness of a termination under
Section 8.02), PI agrees to pay to the Companies a royalty (the "Royalty"),
equal to the amounts calculated in accordance with the tiered rate formula set
forth on EXHIBIT A, and subject to adjustment as described on EXHIBIT A. Each
Company will receive its proportionate share of any Royalty paid, calculated on
the basis of the aggregate amount of usage of and access to such Company's Title
Plants during the period for which the Royalty was received, with the sharing
recalculated each such period. If PI is no longer obligated to provide the
Services to a Company hereunder, then (subject to the royalty termination
provisions set forth in Section 8.02(a)(iii)) PI shall continue to pay the
Royalty to each of the Companies who remains a party to this Agreement as to
which PI continues to be obligated to provide the Services, but any Company as
to which Services are no longer being performed shall not share in the Royalty
as of the date on which the Service obligations terminated.

     (b) Payment of the Royalty. On or before the 25th day of each calendar
month, PI shall pay to each Company its pro rata share of the Royalty,
calculated in accordance with EXHIBIT A for the immediately preceding calendar
month, provided, that, as more fully described in EXHIBIT A, the aggregate
amount of the Royalty due and paid in each fiscal year shall be re-calculated
and confirmed at the end of such fiscal year, with each of the applicable
parties making additional payments or refunds as required in accordance with the
annual re-calculation numbers. All payments hereunder shall be in immediately
available funds in lawful US currency. Each Company shall provide PI with wire
transfer or other payment instructions for its share of the Royalty.

     Section 4.04 Limitation of License. The parties acknowledge that, as to
each of the Title Plants and the Software, no right of ownership therein is
transferred to PI by the terms of this Agreement, other than with regard to
certain possible derivative works as expressly set forth in Section 4.01. Except
as otherwise contemplated in Section 4.01, as between the parties hereto, each
applicable Company retains ownership of and all rights of any kind whatsoever in
its respective Title Plants and Software, including without limitation, rights
in data structures, data, written documentation, and all other attributes of any
kind, whether such rights are granted by the law of the United States or any
state in the United States, including common law, the law of any other national
or international jurisdiction, or by international treaty or convention.

                                   ARTICLE V.
                                 CONFIDENTIALITY

     Section 5.01 Each party hereto may from time to time be provided with or
have access to information that is confidential and proprietary to the other
parties hereto. Accordingly, each party agrees that (i) it will not reveal such
information or any of it, that is not otherwise generally available to the
public, to a third party without the prior written consent of the other
applicable party, except as may be permitted by the grant of the sublicensing
rights described above or as


                                        8



required by law or as necessary to perform obligations or enforce rights
hereunder; (ii) that such information will be distributed only to those of its
own employees and officers and agents who have a reasonable need for it in order
to carry out the purposes of and exercise its rights under this Agreement; (iii)
that such information will not be used in any manner except for the purpose
provided; and (iv) that upon termination of this Agreement, all documents
containing such confidential or proprietary information upon request will be
returned promptly to the party to which such information belongs. Each party
shall take such steps as are reasonably necessary to protect the confidential or
proprietary information of the others. For purposes hereof, confidential or
proprietary information shall include, among other things, customer lists and
other customer information, and financial, technical, and business information
relating to one party and provided by such party to the others, including
without limitation any of the FNF Title Plants, and the Proprietary Systems.

                                   ARTICLE VI.
                             RELATIONSHIP OF PARTIES

     Section 6.01 Independent Contractors. Each of the parties hereto is an
independent contractor acting for its own account and is not authorized to make
any commitment or representation on the other's behalf unless authorized in
writing.

     Section 6.02 Competition. None of the parties shall have a duty to any
other party to refrain from engaging in the business of providing services
similar or identical to the business of the other parties, nor shall any of the
parties have a duty to any other party to refrain from engaging in the business
of providing services similar or identical to the Services hereunder to third
parties, provided in all cases that nothing herein shall permit any of the
Companies (i) to create or maintain a business or entity, a significant portion
of whose business is the updating and maintenance of title plants for
non-affiliated parties, in competition with PI, or (ii) to enter into a contract
to receive title plant updating and maintenance services from any third party
unless the applicable Company(s) first have complied with the provisions of
Section 2.03(a). Notwithstanding the foregoing, the parties acknowledge that, as
of the date of this Agreement, some or all of the Companies currently undertake
and perform title plant updating and maintenance services for themselves and for
others, and nothing herein is intended to preclude or restrict the on-going
provision of such services.

     Section 6.03 Three-Year Renegotiation. Notwithstanding any other provision
contained herein, including without limitation the provisions of Article VIII,
the parties agree that on the third anniversary of the effective date of this
Agreement, and on every three-year anniversary subsequent thereto, at the
request of any party to this Agreement (the "Requesting Party"), the other
parties shall be available to each other to discuss the renegotiation of any
term or provision of this Agreement that, during the preceding three-year
period, has created a hardship on the Requesting Party (or any other party
hereto) or is otherwise not reasonably workable under such party's strategic
business plan or operational procedures. Any Requesting Party who wishes to
avail itself of the renegotiation option contemplated by this Section shall
provide all other parties hereto with written notice (a "Renegotiation Notice"),
setting forth the nature of the hardship or grievance about which the Requesting
Party is concerned, and providing sufficient detail so that the parties
receiving the notice can consider the Requesting Party's issues and develop
possible solutions. For a period of 30 days after receipt of a


                                        9



Renegotiation Notice, a senior decision-making officer or other representative
of each party shall be available, upon reasonable notice, to participate in
renegotiation discussions with the other parties regarding the issues described
in the Renegotiation Notice. Each of the parties agrees to give good faith
consideration to all proposals put forth to relieve the hardship or otherwise
address the issues. If the parties fail to reach any further agreements
regarding the hardships and issues described in the Renegotiation Notice, then
the terms of this Agreement shall continue in full force and effect as provided
herein.

                                  ARTICLE VII.
                     DISCLAIMER AND LIMITATIONS OF LIABILITY

     Section 7.01 Limitations of Liability. THE LIABILITY OF ANY PARTY FOR A
CLAIM ASSERTED BY ANY OTHER PARTY BASED ON A BREACH OF ANY COVENANT UNDER,
AGREEMENT IN, OR UNDERTAKING REQUIRED BY, THIS AGREEMENT SHALL NOT EXCEED, IN
THE AGGREGATE, AN AMOUNT EQUAL TO THE "MAXIMUM LIABILITY AMOUNT" (AS HEREINAFTER
DEFINED) CALCULATED FOR THE FISCAL YEAR (SUBJECT TO THE LAST TWO SENTENCES OF
THIS SECTION) IMMEDIATELY PRIOR TO THE YEAR IN WHICH SUCH LIABILITY ARISES;
PROVIDED THAT THE MAXIMUM LIABILITY AMOUNT SHALL NOT BE APPLICABLE IN RESPECT OF
ANY CLAIMS BASED ON A PARTY'S (i) GROSS NEGLIGENCE, (ii) WILLFUL MISCONDUCT,
(iii) IMPROPER USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION, (iv) VIOLATIONS OF
LAW, OR (v) INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A PERSON OR ENTITY
WHO IS NOT A PARTY HERETO OR THE SUBSIDIARY OF A PARTY HERETO. For purposes
hereof, "Maximum Liability Amount" means, for any fiscal year, the amount equal
to 1.25% of PI's annual gross revenues that are attributable to the use of the
FNF Title Plants and/or use of the Software, as determined in accordance with
generally accepted accounting principles consistently applied throughout the
applicable period. In the event that liability hereunder shall arise during the
first 2 calendar years of the effectiveness of this Agreement (i.e., arising any
time prior to December 31, 2005 ), for purposes of calculating the Maximum
Liability Amount, the amount of PI's annual gross revenues shall be equal to the
product of (x) the average monthly gross revenues that are attributable to the
use of the FNF Title Plants and/or use of the Software for the entire period
immediately prior to the date on which such liability arises, multiplied by (y)
12. Without limiting and subject to the foregoing and to Section 7.02, the
parties acknowledge that if the obligation to provide Services under this
Agreement is terminated pursuant to Sections 8.01(c), (e) or (h), then PI shall
be liable for compensatory damages in an amount equal to the actual increased
marginal costs incurred by the Companies in obtaining updated title plant
information from the FNF Title Plants.

     Section 7.02 Disclaimer of Liability. NONE OF THE PARTIES HERETO SHALL BE
LIABLE TO ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER
PECUNIARY LOSSES, OR DAMAGES ARISING OUT OF LITIGATION OR GOVERNMENTAL
INVESTIGATION, OR ARISING FROM THIS AGREEMENT OR THE USE OR INABILITY TO USE ANY
OF THE TITLE PLANTS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, WHETHER
FORESEEN OR


                                       10



UNFORESEEN, FORESEEABLE OR UNFORESEEABLE. THE FOREGOING LIMITATIONS OF LIABILITY
SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH DAMAGES ARE
SOUGHT, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, NEGLIGENCE, STRICT
LIABILITY, OR OTHER TORT.

                                  ARTICLE VIII.
                              TERM AND TERMINATION

     Section 8.01 Termination. Subject to the provisions of Section 6.03, the
obligation to provide Services under this Agreement may be terminated by any of
the following means (it being understood that, notwithstanding any termination
of the obligation to provide the Services, the Licenses may be terminated only
as provided in Section 8.02):

     (a) at any time by mutual agreement of the parties hereto, in which event
the obligation to provide Services under this Agreement shall terminate as of
the date specified by the parties;

     (b) as to each Company, at any time by PI, if such Company breaches any
material warranty or fails to perform any material obligation hereunder, and
such breach is not remedied within 30 days after written notice thereof to such
Company that is in default, in which event as to such Company the obligation to
provide Services under this Agreement shall terminate on the 20th business day
following the expiration of such 30-day cure period; provided that if the breach
or default is of a nature that it cannot reasonably be cured within a 30-day
period and the breaching Company is actively pursuing a cure in good faith, then
no default shall be deemed to have occurred so long as the default is cured as
promptly as reasonably possible and in any event prior to the first anniversary
of the occurrence of such default; and provided, further, that the termination
of the obligation to provide Services under this Agreement as to such Company
shall not affect the effectiveness of this Agreement to the obligations of PI to
the other Companies nor the obligations of the other Companies (other than the
defaulting Company) to PI;

     (c) as to PI, at any time by any Company, if PI breaches any material
warranty or fails to perform any material Service obligation owing hereunder to
such Company, and such breach is not remedied within 30 days after written
notice thereof to PI, in which event the obligation to provide Services to such
Company under this Agreement shall terminate on the 20th business day following
the expiration of such 30-day cure period; provided that if the breach or
default is of a nature that it cannot reasonably be cured within a 30-day period
and PI is actively pursuing a cure in good faith, then no default shall be
deemed to have occurred so long as the default is cured as promptly as
reasonably possible and in any event prior to the first anniversary of the
occurrence of such default; and provided, further, that the termination of the
obligation to provide Services under this Agreement as to such Company shall not
affect the effectiveness of this Agreement to the obligations of PI to the other
Companies nor the obligations of the other Companies (other than the terminating
Company) to PI;

     (d) as to each Company, at any time by PI, if such Company shall admit in
writing its inability to, or be generally unable to, pay its debts as such debts
become due, or shall (1) apply for or consent to the appointment of, or the
taking of possession by, a receiver, custodian, trustee,


                                       11



examiner or liquidator of itself or of all or a substantial part of its property
or assets, (2) make a general assignment for the benefit of its creditors, (3)
commence a voluntary case under the federal Bankruptcy Code, (4) file a petition
seeking to take advantage of any other law relating to bankruptcy, insolvency,
reorganization, liquidation, dissolution, arrangement or winding-up, or
composition or readjustment of debts, (5) fail to controvert in a timely and
appropriate manner, or acquiesce in writing to, any petition filed against it in
an involuntary case under the Bankruptcy Code or (6) take any company action for
the purpose of effecting any of the foregoing, in which event as to such Company
the obligation to provide Services under this Agreement shall terminate
immediately; provided that the termination of the obligation to provide Services
under this Agreement as to such Company shall not affect the effectiveness of
this Agreement to the obligations of PI to the other Companies nor the
obligations of the other Companies (other than the terminating Company) to PI;

     (e) as to PI, at any time by any Company, if PI shall admit in writing its
inability to, or be generally unable to, pay its debts as such debts become due,
or shall (1) apply for or consent to the appointment of, or the taking of
possession by, a receiver, custodian, trustee, examiner or liquidator of itself
or of all or a substantial part of its property or assets, (2) make a general
assignment for the benefit of its creditors, (3) commence a voluntary case under
the federal Bankruptcy Code, (4) file a petition seeking to take advantage of
any other law relating to bankruptcy, insolvency, reorganization, liquidation,
dissolution, arrangement or winding-up, or composition or readjustment of debts,
(5) fail to controvert in a timely and appropriate manner, or acquiesce in
writing to, any petition filed against it in an involuntary case under the
Bankruptcy Code or (6) take any company action for the purpose of effecting any
of the foregoing, in which event as to such Company the obligation to provide
Services under this Agreement shall terminate immediately; provided that the
termination of the obligation to provide Services under this Agreement as to
such Company shall not affect the effectiveness of this Agreement to the
obligations of PI to the other Companies nor the obligations of the other
Companies (other than the terminating Company) to PI;

     (f) as to each Company, on or after the 5th anniversary of the Effective
Date, by PI, upon 5 years' prior written notice to such Company; provided that
the termination of the obligation to provide Services under this Agreement as to
such Company shall not affect the effectiveness of this Agreement to the
obligations of PI to the other Companies nor the obligations of the other
Companies (other than the defaulting Company) to PI;

     (g) as to PI, on or after the 5th anniversary of the Effective Date, by any
Company, upon 5 years' prior written notice to PI, provided that the termination
of the obligation to provide Services under this Agreement as to such Company
shall not affect the effectiveness of this Agreement to the obligations of PI to
the other Companies nor the obligations of the other Companies (other than the
terminating Company) to PI;

     (h) as to PI, at any time by any Company if there has been a change in
control of PI; it being understood, that for purposes of this provision, "change
of control" means a reorganization, merger, share (or LLC ownership interest)
exchange or consolidation, or sale or other disposition of more than 50% of the
LLC ownership interests in, or all or substantially all of the assets or
business of, PI, other than a transaction in which no person or entity, other
than FNIS or an entity controlled by FNIS, will have beneficial ownership,
directly or indirectly, of


                                       12



50% or more of the LLC ownership interests of PI or of the power to appoint the
LLC manager(s) or vote in the election of directors; or

     (i) as to any Company, upon 6 months prior written notice by such Company
to PI if there has been a change in control of the Company; it being understood,
that for purposes of this provision, "change of control" of a Company means a
reorganization, merger, share exchange or consolidation, or sale or other
disposition of more than 50% of the voting capital stock in, or all or
substantially all of the assets or business of, such Company, other than a
transaction in which no person or entity, other than FNF or an entity controlled
by FNF, will have beneficial ownership, directly or indirectly, of 50% or more
of the voting capital stock of PI or of the power to vote the election of
directors.

     Section 8.02 Effect of Termination.

     (a) Services and Licenses. Upon termination of the obligation to provide
Services to any particular Company or as to PI under this Agreement pursuant to
Section 8.01 (the date on which the termination of the obligation to provide
Services under this Agreement is effective being the "Service Termination
Date"), then:

          (i) the obligations of each applicable terminating or terminated party
     hereunder (except to the extent set forth in Section 8.03) shall
     immediately cease; and

          (ii) if the termination is pursuant to Sections 8.01 (c), (e), (f) or
     (h), then, with respect to the terminating Company(s), the applicable
     Licenses granted to, and the rights to grant sublicenses and access to the
     applicable FNF Title Plants and the Software by, PI from the terminating
     Company(s) pursuant to Article IV shall terminate, effective as of the date
     of the latest expiration date of the third party contracts entered into by
     PI for title plant access to any of the applicable FNF Title Plants,
     provided that in no event shall the date for the termination of the
     applicable Licenses hereunder be later that the 5th anniversary of the
     Service Termination Date, and provided, further, that, notwithstanding the
     Service Termination Date, Royalty payments in accordance with Section 4.03
     for the access to and use of the applicable FNF Title Plants and Software
     shall continue to be due and owing from PI until the date on which the
     applicable Licenses are fully terminated and PI is no longer entitled to
     use or access any of the applicable FNF Title Plants or Software; it being
     understood that after the Service Termination Date, PI shall not enter into
     any additional third party contracts for title plant access to any of the
     applicable FNF Title Plants nor shall PI extend or renew any such third
     party contract even if such extension or renewal would expire prior to the
     latest expiration date referred to above and the 5th anniversary of the
     Service Termination Date. So long as the obligation to provide Services to
     any Company under this Agreement has not been terminated pursuant to
     Sections 8.01 (c), (e), (f) or (h), then the Licenses granted, and the
     rights to grant sublicenses, to PI from such Company pursuant to Article IV
     shall continue to be in full force and effect and, except as provided in
     this Article VIII, be perpetual, non-terminable, and irrevocable; and

          (iii) if the termination is pursuant to Sections 8.01(b), (d), (g) or
     (i), then, as to each Company as to which such termination is effective,
     (A) the Licenses granted to, and


                                       13



     the rights to grant sublicenses and access to the FNF Title Plants and the
     Software by, PI pursuant to Article IV shall thereafter be perpetual,
     non-terminable, irrevocable and fully-paid, effective as of the Service
     Termination Date, (B) PI shall be entitled to retain a copy of the FNF
     Title Plants, as updated and maintained to the Service Termination Date,
     and (C) PI shall have no further obligation to pay any additional Royalty
     to such terminating or terminated Company as of the Service Termination
     Date. Without limiting the foregoing, it is understood by the parties that
     after the Service Termination Date, PI shall be permitted to enter into
     third party contracts for title plant access to any of the FNF Title Plants
     and to extend or renew existing contracts, in each case, without payment of
     any Royalties to the Companies; and

          (iv) if the termination is pursuant to Section 8.01 (a), then the
     Licenses granted to, and the rights to grant sublicenses and access to the
     FNF Title Plants and the Software by, PI pursuant to Article IV shall be
     effective or shall terminate as per the agreement of the parties in
     connection with such termination.

     (b) Return of Title Plants and Software; Licensed of New Software. If the
obligation to provide Services under this Agreement has been terminated then,
within 2 business days of the date on which such termination is effective:

          (i) Return of Title Plants and Software. PI shall make available to
     each Company for which Services are being terminated (A) an original copy
     of each of the FNF Title Plants owned by such Company, as updated and
     maintained to the date of termination, in a generally-accessible format or
     system that will permit the Company who owns such Title Plant to easily use
     and access the applicable Title Plant, together with such Company's
     Software, and (B) an original copy of each of the Title Plants owned by
     such Company, as updated and maintained to the date of termination, in the
     form and format utilized in PI's normal course of business, together with
     such Company's Software and a copy of all of the software, software
     programs and software systems that are necessary or appropriate to permit
     the Company to use and access its Title Plants (the "New Software"),
     including an irrevocable, non-terminable, transferable, non-exclusive and
     royalty-free worldwide license to use, reproduce, exploit, sell services
     from, sublicense, operate, alter, modify, adapt, distribute, create
     derivative works from, display and access the New Software, in each case
     effective from the date on which the New Software is delivered to such
     Company; provided that (x) if the termination is pursuant to Sections 8.01
     (c), (e), (f) or (h), then such license to use and access the New Software
     shall be perpetual, (y) if the termination is pursuant to Sections 8.01(b),
     (d), (g) or (i), then such license to use and access the New Software shall
     be effective for a one year period, and (z) if the termination is pursuant
     to Section 8.01(a), then such license to use and access the New Software
     shall be effective for that period mutually agreed among the parties; and

          (ii) License of Upgraded Software. Except as otherwise provided in
     Section 8.02(b)(i), if either PI, on the one hand, or the Companies, on the
     other, is the owner of, or has other licensable rights (including the right
     to transfer or sublicense) to, the software and systems used to update,
     manage, maintain and access each of the FNF Title Plants (the "Upgraded
     Software"), then, effective as of the date on which the termination


                                       14



     is effective, either (A) if PI is the party who is the owner of, or has
     other licensable rights (including the right to transfer or sublicense) to,
     the Upgraded Software and the termination is pursuant to Sections 8.01 (c),
     (e), (f) or (h), then PI shall grant to the Companies a perpetual,
     irrevocable, non-terminable, transferable, and nonexclusive royalty-free
     worldwide license to use, reproduce, exploit, sell services from,
     sublicense, operate, alter, modify, adapt, distribute, create derivative
     works from, display and access the Upgraded Software; or (B) if one or more
     of the Companies is the party(s) who is the owner of, or has other
     licensable rights (including the right to transfer or sublicense) to, the
     Upgraded Software and the termination is pursuant to Sections 8.01(b), (d),
     (g) or (i), then the applicable Company(s) shall grant to PI a perpetual,
     irrevocable, non-terminable, transferable, and nonexclusive royalty-free
     worldwide license to use, reproduce, exploit, sell services from,
     sublicense, operate, alter, modify, adapt, distribute, create derivative
     works from, display and access the Upgraded Software; it being understood
     that (x) if PI is the party who is the owner of, or has other licensable
     rights (including the right to transfer or sublicense) to, the Upgraded
     Software and the termination is pursuant to Sections 8.01(b), (d), (g) or
     (i), then PI shall have no obligation to provide the Companies with any
     license or copy of, or use or access to, the Upgraded Software, and (y) if
     one or more of the Companies is the party(s) who is the owner of, or has
     other licensable rights (including the right to transfer or sublicense) to,
     the Upgraded Software and the termination is pursuant to Sections 8.01 (c),
     (e), (f) or (h), then the applicable Company(s) shall have no obligation to
     provide PI with any license or copy of, or use or access to, the Upgraded
     Software. If required to license the Upgraded Software pursuant to this
     Section 8.02(b)(ii), then the applicable party agrees to make available to
     the other(s) a copy of the Upgraded Software, together with instructions on
     its use and maintenance and, if reasonably requested, training and other
     assistance in learning to use the Upgraded Software. If PI, on the one
     hand, or one or more of the Companies, on the other, has rights from third
     parties to use and access the software and systems used to update, manage,
     maintain and access each of the FNF Title Plants, which rights are not
     transferable or may not be sublicensed, then upon termination the
     applicable party will cooperate with the other(s) in an effort to obtain
     rights in and to such software and systems from the third party owners.

     Section 8.03 Survival. Notwithstanding anything to the contrary in this
Agreement, the provisions of Section 2.05(b) (Liability for Errors), Article IV
(License of Title Plants and Related Software), Article V (Confidentiality),
Article VII (Disclaimer and Limitations of Liability) and this Article VIII
(Term and Termination) shall survive the expiration or termination of this
Agreement. In addition, termination of this Agreement as to any particular
Company shall not affect the effectiveness and continuation of this Agreement as
to the non-terminating and non-terminated Companies.

                                   ARTICLE IX.
                               DISPUTE RESOLUTION

     Section 9.01 Amicable Resolution. The parties mutually desire that friendly
collaboration will continue between them. Accordingly, they will try to resolve
in an amicable manner all disagreements and misunderstandings connected with
their respective rights and obligations under this Agreement, including any
amendments hereto. In furtherance thereof, in


                                       15



the event of any dispute or disagreement (a "Dispute") between the parties in
connection with this Agreement (including, without limitation, any use of the
Licenses or the termination of the licenses granted hereby), then the Dispute,
upon written request of any party, will be referred for resolution to the
applicable Division Presidents of the parties, who will have ten (10) days to
resolve such Dispute.

     Section 9.02 Mediation. In the event any Dispute cannot be resolved in a
friendly manner as set forth in Section 9.01, the parties intend that such
Dispute be resolved by mediation. If the Division Presidents of the parties are
unable to resolve the Dispute as contemplated by Section 9.01, any party may
demand mediation of the Dispute by written notice to the other parties in which
case PI, on the one hand, and the Companies, on the other, will select a single
mediator within ten (10) days after the demand. No party may unreasonably
withhold consent to the selection of the mediator. Each party will bear its own
costs of mediation but the parties will share the costs of the mediator 50/50
between PI, on the one hand, and the Companies, on the other. The mediator will
have twenty (20) days from the date of referral to resolve any Dispute.

     Section 9.03 Arbitration. In the event that the Dispute is not resolved
pursuant to Section 9.01 or through mediation pursuant to Section 9.02, the
latter within thirty (30) days of the submission of the Dispute to mediation,
any party involved in the Dispute may submit the dispute to binding arbitration
pursuant to this Section 9.03. All Disputes submitted to arbitration pursuant to
this Section 9.03 shall be resolved in accordance with the Commercial
Arbitration Rules of the American Arbitration Association, unless the parties
involved mutually agree to utilize an alternate set of rules, in which event all
references herein to the American Arbitration Association shall be deemed
modified accordingly. Expedited rules shall apply regardless of the amount at
issue. Arbitration proceedings hereunder may be initiated by any party making a
written request to the American Arbitration Association, together with any
appropriate filing fee, at the office of the American Arbitration Association in
Orlando, Florida. All arbitration proceedings shall be held in the city of
Jacksonville, Florida in a location to be specified by the arbitrators (or any
place agreed to by the parties and the arbitrators). The arbitration shall be by
a single qualified arbitrator experienced in the matters at issue, such
arbitrator to be mutually agreed upon by the parties. If the parties fail to
agree on an arbitrator thirty (30) days after notice of commencement of
arbitration, the American Arbitration Association shall, upon the request of any
party to the dispute or difference, appoint the arbitrator. Any order or
determination of the arbitral tribunal shall be final and binding upon the
parties to the arbitration as to matters submitted and may be enforced by any
party to the Dispute in any court having jurisdiction over the subject matter or
over any of the parties. All costs and expenses incurred in connection with any
such arbitration proceeding (including reasonable attorneys' fees) shall be
borne by the party incurring such costs. The use of any alternative dispute
resolution procedures hereunder will not be construed under the doctrines of
laches, waiver or estoppel to affect adversely the rights of any party.

     Section 9.04 Commencement of Dispute Resolution Procedure. Notwithstanding
anything to the contrary in this Agreement, the parties are entitled to commence
a dispute resolution procedure under this Agreement, whether pursuant to this
Article IX or otherwise.


                                       16



                                   ARTICLE X.
                                  MISCELLANEOUS

     Section 10.01 Non-Exclusive Remedy. The parties acknowledge and agree that
money damages would not be a sufficient remedy for any breach of this Agreement
by any party or misuse of the FNF Title Plants or the Software or any
confidential information of any party. Accordingly, nothing in Article IX or
this Article X will prevent any party from immediately seeking injunctive or
interim relief in such event. All actions for such injunctive or interim relief
shall be brought in a court of competent jurisdiction. In addition, the rights
and remedies of the parties provided in this Agreement shall not be exclusive
and are in addition to any other rights and remedies provided at law or in
equity.

     Section 10.02 Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the parties hereto. None
of the parties may assign its respective rights and obligations under this
Agreement to any other person or entity without the prior written consent of the
other parties hereto, and in any event such assignment shall be subject to the
prior approval of the Missouri Department of Insurance so long as PI and the
Companies are "affiliates" as defined in section 382.010 of the Missouri
Statutes. Except as expressly provided in this Agreement, the parties hereto
intend that this Agreement shall not benefit or create any right or cause of
action in or on behalf of any person other than the parties hereto.

     Section 10.03 No Agency. Nothing in this Agreement shall be construed as
making any party the agent of the others or as creating a partnership, joint
venture or similar arrangement. As among the parties, each party shall be
responsible for the payment of compensation to its employees and those of its
subsidiaries, for any injury to them in the course of their employment, and for
withholding or payment of all federal, state and local taxes or contributions
imposed or required under unemployment insurance, social security and income tax
laws with respect to such persons.

     Section 10.04 Notices. All notices and other communications required or
permitted hereunder shall be in writing (including telefax) and shall be
delivered personally, delivered by facsimile transmission (with confirmation of
receipt immediately thereafter by telephone), sent by nationally recognized
overnight courier (marked for overnight delivery), addressed to the parties at
the address appearing on the first page of this Agreement or to such other
address as may be hereafter designated in writing hereunder by the respective
parties. Each party shall promptly advise the other in writing of any change of
address.

     Section 10.05 Severability. If any provision of this Agreement is held
illegal or unenforceable by any court of competent jurisdiction, such provision
shall be deemed separable from the remaining provisions of this Agreement and
shall not affect or impair the validity or enforceability of the remaining
provisions of this Agreement. The parties hereto agree to replace any such
illegal or unenforceable provision that has the most nearly similar permissible
economic or other effect.

     Section 10.06 Governing Law. This Agreement shall be governed by the laws
of the State of California, without regard to its conflicts of law principles.


                                       17



     Section 10.07 No Waiver. The failure of any party to enforce, in any one or
more instances, any of the terms or conditions of the Agreement shall not be
construed as a waiver of the future performance of any such term or condition.

     Section 10.08 Force Majeure. No party shall be liable for its failure to
perform any of its obligations hereunder during any period in which such
performance is directly delayed by the occurrence of events beyond the control
of the failing party such as fire, explosion, flood, storm or the acts of God,
war, acts of terrorism, embargo, riot, or the intervention of any government
authority, provided that the party suffering the delay immediately notifies the
other parties of the delay.

     Section 10.09 Entire Agreement; Amendment. This Agreement constitutes the
entire agreement among the parties concerning the subject matter hereof and
supersedes all prior oral and written understandings and agreements between the
parties relating hereto. This Agreement may not be modified except in a writing
signed by the authorized representatives of the parties hereto, and any such
modification shall be subject to the prior approval of the Missouri Department
of Insurance so long as PI and the Companies are "affiliates" as defined in
section 382.010 of the Missouri Statutes.

     Section 10.10 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

     Section 10.11 Title 11. Each of the licenses granted hereunder are, for all
purposes of Section 365(n) of Title 11 of the United States Code ("Title 11")
and to the fullest extent permitted by law, a license of rights to "intellectual
property" as defined in Title 11. All parties agree that the licensee of any
rights under this Agreement shall retain and may fully exercise all of its
applicable rights and elections under Title 11.


                                       18



     Section 10.12 Effective Date. This Agreement shall be effective as of
business day (the "Effective Date") following the day on which (i) all insurance
regulatory approvals that are required are received and (ii) the prior notice
period applicable to all filings made to applicable title insurance regulators
has expired or been terminated or waived (by action of the regulator or
otherwise).

     IN WITNESS WHEREOF, the parties have caused their respective duly
authorized representatives to execute this Agreement as of the date first above
written.

                                        PROPERTY INSIGHT, LLC


                                        By /s/ Michael L. Gravelle
                                           -------------------------------------
                                        Name: Michael L. Gravelle
                                        Title: Senior Vice President


                                        CHICAGO TITLE INSURANCE COMPANY


                                        By /s/ Raymond R. Quirk
                                           -------------------------------------
                                        Name: Raymond R. Quirk
                                        Title: President


                                        SECURITY UNION TITLE INSURANCE COMPANY


                                        By /s/ Raymond R. Quirk
                                           -------------------------------------
                                        Name: Raymond R. Quirk
                                        Title: President


                                        TICOR TITLE INSURANCE COMPANY


                                        By /s/ Raymond R. Quirk
                                           -------------------------------------
                                        Name: Raymond R. Quirk
                                        Title: President


                                       19

                                                                   EXHIBIT 10.39


                       MASTER TITLE PLANT ACCESS AGREEMENT

This Agreement is being executed for the purpose of providing CUSTOMER access to
certain records or data owned by PROPERTY INSIGHT or its providers and to
certain services or software offered by or through Property Insight
(collectively, the "Services"), pertaining to real property in the County or
Counties as (each, a "County") set forth on the applicable County Schedule(s) or
to transactions relating to such real property. The terms of each County
Schedule, and all Appendixes thereto, are hereby incorporated into this
Agreement by this reference.

     1. DEFINITIONS. (Note: Not all terms are applicable to all counties. See
the county schedules.)

          (a) CUSTOMER. "Customer" or "Customers" means the customer
specifically indicated on the signature page of this Agreement, as well as each
user specifically identified on the Schedules hereto so long as such user is an
affiliate of the Customer so indicated on the signature page.

          (b) CUSTOMER STARTERS. "Customer Starters" are Starters provided by
Customer to Property Insight.

          (c) DATABASES. "Databases" consist of certain designated records of
Property Insight accessible via an on-line system. The PI/GI Database includes
the property index ("PI") and the General Index (the "GI" and sometimes known as
the Individual/Corporation Index). Property Insight's Corporation, Limited
Partnership and Notary Inquiry System ("CPN System") contains certain
information provided to Property Insight by the Office of the Secretary of
State. The Image System contains electronic copies of certain Maps, Official
Records and Starters ("Image System"). The Tax Service Database consists of tax,
bond and assessment information. Property Insight may develop, or acquire the
right to offer access to, other Databases. If access to any such other Database
is made available by Property Insight to Customer, any special terms of such
access shall be as set forth in an amendment hereto or on an amended County
Schedule, as applicable.

          (d) RECON TRACKING SERVICE. "Recon Tracking Service" consists of
services for the purpose of tracking deeds of trust and reconveyances
("Reconveyance Tracking System"). The Reconveyance Tracking System is designed
to meet the requirements of California Civil Code Section 2941(b) (3), which
sets forth a procedure in which a title insurer that has processed a pay-off of
a deed of trust, can execute and record a Release of Obligation if the trustee
does not record a Reconveyance within a specified period of time.

          (e) GROSS TITLE PREMIUMS. "Gross Title Premiums" means all premiums
and other fees charged by Customer for Title Orders (including cancellation
fees), as well as any other reports or products in which Title Records are used
and from which Customer generates income. To the extent applicable, such amounts
shall be determined and reported by Customer to Property Insight on a
County-by-County basis.

          (f) INQUIRY(IES). "Inquiry(ies)" means any instance of accessing
Property Insight Databases including but not limited to, Inquiry by
Date/Document reference, General



Index (AKA Individual/Corporation) and Property Information. Each instance of
such Inquiries may be counted separately to screen and/or to printer.

          (g) LOT BOOKS. "Lot Books" consist of copies of indices in tangible
form of recorded documents relating to parcels of real property in such County
(for example, Numbered Tracts, Alphabetical Tracts, Ranchos and Sectional
Lands). Lot Books may be available as specified in such schedule.

          (h) MAPS. "Maps" consist of copies of diagrams and other graphic
representations of boundaries relating to parcels of real property in such
County.

          (i) OFFICIAL RECORDS. "Official Records" (excluding Maps) consist of
copies of items recorded in the County Recorders' Office.

          (j) PC or PCs. "PC" or "PCs" means a single or group of terminals,
workstations or personal computers of all types including printers or any method
of accessing information from the Property Insight on-line Databases.

          (k) PROVIDER. "Provider" means each of the persons which owns (or
co-own) or distributes, furnishes, licenses or otherwise makes available to
Property Insight information, software or other similar material which is made
available to, or which is used (directly or indirectly) by Customer under this
Agreement.

          (l) STARTERS. "Starters" consist of copies of previously issued title
products that are part of the Property Insight starters library from to time,
which may include policies, commitments, preliminary reports, guarantees and
binders as such products may be further specified in applicable schedules
attached to this Agreement.

          (m) TAX SERVICE. "Tax Service" means tax data made available to
Customer either by online databases or by manual access.

          (n) TITLE ORDER. "Title Order" means an order, by a customer of
Customer, of a Title Search and an examination thereof which may result in the
issuance of an evidence of title (for example, a title policy, binder,
guarantee, or endorsements) or delivery of other reports or products in which
Title Records are used (for example, a preliminary report).

          (o) TITLE PLANT. "Title Plant" means a currently maintained index of
land records and copies of Official Records and other materials related thereto,
excluding Starters, for a County.

          (p) TITLE RECORDS. "Title Records" consist of land title records and
materials (including on-line accessible Databases, Tax and Assessment records,
Lot Books, Maps, portable media, and Official Records). The Title Records shall
also include any additions and shall be subject to any deletions made through
Property Insight's customary daily input and purging procedures.

          (q) TITLE SEARCH. "Title Search" means the functions of identifying,
locating and copying the proper accounts and documents (including information
from on-line


                                     Page 2



accessible Databases, Lot Books, Maps, Official Records, and Starters) which are
necessary for examining, reporting on and otherwise issuing an evidence of title
on specific parcels of real property.

     2. SERVICES.

          (a) Performance. Property Insight will perform the Services identified
in each County Schedule. Such Services are subject to the terms and conditions
of this Agreement, the terms and conditions set forth in the applicable County
Schedule, and all Appendixes thereto. As the posting of the computerized
databases are dependent upon the receipt of the recorded documents from the
county(ies), Property Insight shall make every attempt to maintain the currency
of the Property and General indexes in a commercially reasonable manner. Lot
Books, Maps, Official Records, Starters and other materials included in the
Title Records are maintained in one or more formats or media determined by
Property Insight (for example, on microfilm or paper or in electronic form as
digital files) and Property Insight reserves the right to modify any such format
or medium from time to time. Both parties recognize that Property Insight or its
Providers may in the future acquire records and materials through purchase,
lease, assignment or other method of transfer and that Property Insight may
restrict, or may be restricted from allowing, Customer from using such records
and materials. Any records and materials so acquired and restricted are not
included in this Agreement.

          (b) Access. For each County selected on a County Schedule, Property
Insight grants Customer nonexclusive computerized title plant access during the
normal working hours of the local title plant operation. Consult the local
operation for their hours of operation. Additional service hours may be provided
upon request by Customer at the then prevailing hourly rate, as set by Property
Insight. Such access and services are subject to all the other provisions of
this Agreement.

          (c) Joint Ownership. In certain Counties, selected Title Record
information is jointly owned by Property Insight's Providers and one or more
other co-owners. Customer access to any such jointly-owned information may be
provided by a County Schedule to this Agreement or by a separate agreement among
Customer, Property Insight and the joint owner(s). If jointly-owned information
is made available to Customer under this Agreement, the co-owner(s) is (are)
identified on the applicable County Schedule for such County. Co-Owners are
protected collectively with Property Insight by all appropriate provisions of
this Agreement wherever jointly-owned information is identified on the
applicable County Schedule. The term "Property Insight" in such circumstances
shall include the co-owner(s).

          (d) Training. Property Insight will provide reasonable initial
training in the use of Property Insight on-line systems or products at no
additional charge per its then current training policies. Training may be
provided by visits to Customer's premises, by telephone, by Internet, or at a
Property Insight office location, at Property Insight's discretion. Customer is
responsible for training its new employees; however, additional training
requested by Customer will be scheduled and provided on a resources available
basis at Property Insight's then current fee.


                                     Page 3



          (e) Special Services. In the event that Customer requests Property
Insight to supply special services, reports or items, Customer will pay the
then-current fees for Property Insight labor, out-of-pocket expenses paid or
incurred and an administrative fee. Property Insight will provide an estimate of
such fees upon request.

          (f) No Other Services. Property Insight shall not be obligated to
furnish any information or service not specifically set forth in this Agreement
or a County Schedule, including without limitation: (a) any tax, bond or
assessment information; (b) any title engineer or other help for the purpose of
verifying or creating a legal description of land involved in Customer's Title
Orders; or (c) any parking facilities for Customer's employees.

          (g) Plant Location. Property Insight shall have the right at any time
to move the physical location of each of the Property Insight on-line systems,
Databases, Title Records, or facilities from one location to any other location
upon three (3) months prior written notice, provided, however, that if Property
Insight proposes to move the physical location of any Title Records, it shall
consult with the Customer(s) to in an effort determine an appropriate location
therefor, taking into consideration the requests and convenience of all
customers of Property Insight (including the Customer(s)) that use or are likely
to use such Title Records.

          (h) Posting of Office Information. In applicable counties, Property
Insight shall post office information entries to the databases within 24 hours
of receipt of the completed OI posting form. Property Insight posts OI entries
as a convenience to our customers and bears no liability for errors or
omissions.

     3. FEES AND PAYMENT.

          (a) Fees. The Customer indicated on the signature page of this
Agreement shall, on behalf of all Customers, pay Property Insight the fees for
the Services specified in the County Schedules and the Appendix for Technology
Related Charges. Any monthly minimum fee shall be due and payable regardless of
whether or not Customer finds it necessary to use the applicable Service. The
fees and charges do not include taxes. Customer will pay, or reimburse, Property
Insight for payment of, any applicable sales, use, personal property or similar
taxes and any government charges based on transactions hereunder, exclusive of
corporate income or franchise taxes based on Property Insight's net income.
Property Insight may increase the fees set forth in each County Schedule as
follows: (i) annually on the anniversary date of the Agreement by the percentage
amount indicated by the annual change in the Consumer Price index for urban wage
earners and clerical workers for the national average as compiled by the U.S.
Department of Labor, Bureau of Labor Statistics ("Index") for the twelve (12)
months immediately preceding the adjustment date, except where fees are based on
Gross Title Premiums; (ii) monthly where the cost increases to acquire documents
or other media necessary to create or provide the Title Records, except where
fees are based on Gross Title Premiums; and (iii) triennially on the anniversary
date of this Agreement to amounts which reflect the then current market rates
for the Services for each County charged by Property Insight to its other
customers.

          (b) Reports. For any Fees based upon Gross Title Premiums, Customer
must furnish a written report to Property Insight on or before the 10th day of
each month showing the


                                     Page 4



information necessary to enable Property Insight to determine the amount of
Gross Title Premiums for the prior month. This information shall be confidential
to and used by Property Insight's auditors, accounting personnel and management
and shall not be used for other purposes by Property Insight. The report form
shall be designed and furnished by Property Insight and signed by an officer of
Customer. For any Fees based on number of inquiries or orders or the like,
Property insight shall furnish a written inquiry report to Customer on or before
the 10th day of each month, setting forth the number of inquiries, orders, etc,
by Customer in the prior month and otherwise providing Customer with such other
information regarding the procedure and methods used to count inquiries, orders,
etc. for purposes of this Agreement.

          (c) Due Date. Customer shall pay all sums which are due and payable to
Property Insight within 30 days after the invoice date, with the exception of
fees based on Gross Title Premiums (including any applicable minimum monthly
fee) which are due and payable together with the report for such month on or
before the 10th day of each month. Customer will be in default under this
Agreement whenever Customer fails to pay any sum due to Property Insight for a
period of fifteen (15) days after the sum has become due and payable.

          (d) Audit. Should any of Customer's fees be based on Gross Title
Premiums, Property Insight shall have the right to audit the accounts of
Customer, at the expense of Property Insight, in order to verify the correctness
of the sums of money being paid to Property Insight by Customer. These audits
shall be conducted so as not to unreasonably interfere with the normal business
routine of Customer. Upon request of Property Insight, Customer shall supply the
following to Property Insight at the end of each fiscal year: (i) a copy of
Customer's reports to the Insurance Commissioner of the State; or (ii) audited
financial statements for each County in which fees due hereunder are based upon
Customer's Gross Title Premiums in such County.

     4. TERM.

          (a) Term. Unless sooner terminated in accordance with the provisions
hereof, this Agreement shall continue in effect.

          (b) Termination. The obligation to provide Services under this
Agreement may be terminated by any of the following means:

               (1) at any time by mutual agreement of the parties hereto, in
          which event the obligation to provide Services under this Agreement
          shall terminate as of the date specified by the parties;

               (2) as to Customer, at any time by Property Insight, if Customer
          breaches any warranty or fails to perform any material obligation
          hereunder, and such breach is not remedied within 30 days after
          written notice thereof to Customer, in which event the obligation to
          provide Services under this Agreement shall terminate on the 20th
          business day following the expiration of such 30-day cure period;
          provided that if the breach or default is of a nature that it cannot
          reasonably be cured within a 30-day period and Customer is actively
          pursuing a cure in good faith, then no default shall be deemed to have
          occurred so long as the


                                     Page 5



          default is cured as promptly as reasonably possible and in any event
          prior to the first anniversary of the occurrence of such default; and
          provided, further, that, to the extent that such breach or default
          concerns one or more, but not all, of the Counties for which Services
          are provided hereunder, the termination of the obligation to provide
          Services under this Agreement as to such Counties shall not affect the
          effectiveness of this Agreement to the obligations of Property Insight
          to the other Counties nor the obligations of Customer regarding the
          other Counties (other than the County(ies) affected by the default or
          breach) to Property Insight;

               (3) as to Property Insight, at any time by Customer, if Property
          Insight breaches any warranty or fails to perform any material Service
          obligation hereunder, and such breach is not remedied within 30 days
          after written notice thereof to Property Insight, in which event the
          obligations of Customer under this Agreement shall terminate on the
          20th business day following the expiration of such 30-day cure period;
          provided that if the breach or default is of a nature that it cannot
          reasonably be cured within a 30-day period and Property Insight is
          actively pursuing a cure in good faith, then no default shall be
          deemed to have occurred so long as the default is cured as promptly as
          reasonably possible and in any event prior to the first anniversary of
          the occurrence of such default; and provided, further, that, to the
          extent that such breach or default concerns one or more, but not all,
          of the Counties for which Services are provided hereunder, the
          termination of the obligations of Customer under this Agreement as to
          such Counties shall not affect the effectiveness of this Agreement to
          the obligations of Customer regarding the other Counties nor the
          obligations of Property Insight (other than the county or counties
          affected by the default or breach) to Customer;

               (4) as to Customer, at any time by Property Insight, if Customer
          shall admit in writing its inability to, or be generally unable to,
          pay its debts as such debts become due, or shall (a) apply for or
          consent to the appointment of, or the taking of possession by, a
          receiver, custodian, trustee, examiner or liquidator of itself or of
          all or a substantial part of its property or assets, (b) make a
          general assignment for the benefit of its creditors, (c) commence a
          voluntary case under the federal Bankruptcy Code, (d) file a petition
          seeking to take advantage of any other law relating to bankruptcy,
          insolvency, reorganization, liquidation, dissolution, arrangement or
          winding-up, or composition or readjustment of debts, (e) fail to
          controvert in a timely and appropriate manner, or acquiesce in writing
          to, any petition filed against it in an involuntary case under the
          Bankruptcy Code or (f) take any company action for the purpose of
          effecting any of the foregoing, in which event as to Customer the
          obligation to provide Services under this Agreement shall terminate
          immediately;

               (5) as to Property Insight, at any time by Customer, if Property
          Insight shall admit in writing its inability to, or be generally
          unable to, pay its debts as such debts become due, or shall (a) apply
          for or consent to the appointment of, or the taking of possession by,
          a receiver, custodian, trustee, examiner or liquidator of itself or of
          all or a substantial part of its property or assets, (b) make a
          general assignment for the benefit of its creditors, (c) commence a
          voluntary case under


                                     Page 6



          the federal Bankruptcy Code, (d) file a petition seeking to take
          advantage of any other law relating to bankruptcy, insolvency,
          reorganization, liquidation, dissolution, arrangement or winding-up,
          or composition or readjustment of debts, (e) fail to controvert in a
          timely and appropriate manner, or acquiesce in writing to, any
          petition filed against it in an involuntary case under the Bankruptcy
          Code or (f) take any company action for the purpose of effecting any
          of the foregoing, in which event the obligations of Customer under
          this Agreement shall terminate immediately;

               (6) as to Customer, on or after the 5th anniversary of the date
          on which this Agreement becomes effective (the "Effective Date"), by
          Property Insight, upon 5 years' prior written notice to Customer as to
          one or more Counties; provided that the termination of the obligation
          to provide Services under this Agreement as to such Counties shall not
          affect the effectiveness of this Agreement to the obligations of
          Property Insight with respect to the other Counties nor the
          obligations of Customer with regard to the other Counties;

               (7) as to Property Insight, on or after the 5th anniversary of
          the Effective Date, by Customer, upon 5 years' prior written notice to
          Property Insight as to one or more Counties, provided that the
          termination of the obligation to provide Services under this Agreement
          as to such Counties shall not affect the effectiveness of this
          Agreement to the obligations of Property Insight with respect to the
          other Counties nor the obligations of Customer with regard to the
          other Counties; or

               (8) as to Property Insight, at any time by Customer, if there has
          been a change in control of Property Insight; it being understood,
          that for purposes of this provision, "change of control" means a
          reorganization, merger, share (or LLC ownership interest) exchange or
          consolidation, or sale or other disposition of more than 50% of the
          LLC ownership interests in, or all or substantially all of the assets
          or business of, Property Insight, other than a transaction in which no
          person or entity, other than Fidelity National Information Solutions
          ("FNIS") or an entity controlled by FNIS, will have beneficial
          ownership, directly or indirectly, of 50% or more of the LLC ownership
          interests of Property Insight or the power to appoint the LLC
          manager(s) or vote in the election of directors.

     5. OWNERSHIP AND USE.

          (a) Ownership. All Title Records and all programs, Databases, manuals
and documentation relating to any Service, Database or system (including without
limitation, compression, storage, and retrieval techniques and formats and any
enhancements made thereto) are and shall remain the property of Property Insight
or its Providers. Customer agrees to not make copies of such manuals and
documentation. Customer agrees to return all applicable Property Insight
property upon termination of this Agreement or of a County Schedule.

          (b) Customer Use. Title Records made available to Customer under this
Agreement are to be used by Customer solely for the purpose of conducting Title
Searches of


                                     Page 7



specific parcels of real property and examinations thereof in connection with
bona fide Title Orders of Customer. Without limiting the generality of the
foregoing, Customer agrees that access to the Title Records shall not be
utilized by Customer or any of its employees for the purpose of furnishing any
Title Record information to any other title insurance company, title company, or
any person, firm or corporation except Customer and Customer's customers in the
ordinary course of its business. However, Customer shall have the right to
utilize the Title Records to furnish the usual customer service as to inquiry by
customers of Customer as regards specific parcels of land or specific documents
covered in such Title Records; provided that Customer shall not deliver a copy
of any Starter (other than a Customer Starter) to any other person.

          (c) No Tours or Demonstrations. Customer will not (1) conduct any
'tour' of, or give access to, any facility where the Title Records are located,
or (2) demonstrate the use of the Property Insight on-line system or other
systems, or make the documentation for such systems available, except to train
persons who are authorized employees and contractors of Customer acting within
the scope of this Agreement provided, however, that Customer may in the course
of its business demonstrate such systems within Customer's own facilities.

          (d) Nonexclusive Use. It is recognized by the parties that Property
Insight shall continue to use the Title Records in the usual and ordinary course
of business while at the same time furnishing services to Customer as well as
others.

          (e) Advertisement of Use or Ownership. During the term of the
Agreement, Customer shall not publicize to the public that Customer owns any
Title Records or Property Insight Title Plant or has any interest therein except
such rights as are specifically granted to Customer by this Agreement. Likewise,
during the term of this Agreement, Property Insight shall not, in any
advertisement or publicity, state that Customer is dependent upon Property
Insight for use of the Title Records or any Property Insight facility. Property
Insight may, however, publicize to whatever extent it may desire, its ownership
of the Title Records and its facilities and services.

          (f) Due Care. Customer agrees to exercise due care in the use of
Property Insight facilities, services, systems and information, so as to prevent
loss or damage. Each party agrees that it shall be liable to the other (and, if
applicable, its Providers) for any loss or damage to any property of the other
or any Providers arising out of a failure to exercise due care or arising out of
an intentional, dishonest or fraudulent act of an employee of such party.

          (g) Customer Title Plant. Customer agrees that if at any time during
the term of this Agreement it elects to build or participate in the building of
a Title Plant or to continue the maintenance of its existing Title Plant for any
County, it shall do so without the use of any Title Records obtained from a
Property Insight facility or via any Property Insight on-line system. An
election by Customer to build or participate in the building of a Title Plant or
the maintenance of its existing Title Plant shall not discharge or relieve
Customer of any of its obligations under this Agreement.

          (h) Compliance with Laws and Regulations. Customer agrees to use
information received from Property Insight in compliance with all applicable
Federal, State and


                                     Page 8



local laws and regulations, including without limitation, the Federal Credit
Reporting Act (U.S.C.A. Title 15, Chapter 41, Subchapter III), as amended from
time to time.

          (i) Exclusive Use of Property Insight Services. With respect to the
Title Plant access Services hereunder that Property Insight will provide to each
Customer as of the Effective Date, each Customer agrees to use Property Insight
exclusively for Title Plant access in all of the geographic locations described
on the schedules hereto at all times during the term of this Agreement, subject
in all cases to the termination provisions set forth in Section 4 and to the
provisions of this Section 5(i). To the extent that, after the Effective Date,
Property Insight has or acquires the right to obtain Title Plant access for a
geographic location in which a Customer is doing business and is receiving Title
Plant access from any other party (other than Property Insight or a direct
subsidiary of such Customer), then, so long as the service levels and pricing
offered by Property Insight for Title Plant access in that geographic location
are as good or better than the service levels and pricing in effect with such
other party, if requested by Property Insight, such Customer agrees to (x)
terminate its Title Plant access contract with such other party at the earliest
date permitted without incurring a termination fee or penalty and (y) enter into
a contract with Property Insight for the provision of Title Plant access
(similar to that provided hereunder) to the applicable geographic location.
Furthermore, each Customer agrees that, so long as Title Plant access Services
are being provided to it hereunder, to the extent that (A) such Customer
determines to enter into a service arrangement with any other party (other than
a direct subsidiary of such Customer) to obtain Title Plant access in any
geographic location not covered by the schedules to this Agreement, (B) Property
Insight can obtain access to Title Plants in that geographic location, and (C)
the service levels and pricing offered by Property Insight for such Title Plant
access in the applicable geographic location are as good as or better than the
service levels and pricing offered by such other party, then if requested by
Property Insight, such Customer agrees to obtain such Title Plant access for the
applicable geographic location from Property Insight exclusively. If the service
levels or pricing terms offered by Property Insight for Title Plant access in
such other geographic location(s) pursuant to this Section are not as good or
better than those offered by the other applicable party and if the applicable
Customer has otherwise complied with the provisions of this Section, then
nothing contained herein shall restrict or limit the ability of such Customer to
enter into any service arrangement with another party to obtain Title Plant
access in any other geographic location(s). Notwithstanding the foregoing,
nothing in this Section 5(i) shall preclude Customer from utilizing generally
available non-title-based search services (such as publicly available material
accessible on the internet) for single record searches or specific searches
(such as an internet search of court records or UCC financing statements) that
do not involve access to title plants or what would customarily be considered to
be full service title plant information or involve obtaining title plant search
services from any entity that would reasonably be viewed as a competitor of
Property Insight.

     6. DISCLAIMERS AND LIMITATION OF LIABILITY.

          (a) Disclaimer of Liabilities. Except as expressly set forth herein,
Property Insight and Customer agree that Property Insight (and, if applicable,
its Providers) assumes no liability and shall not be held liable to Customer, or
to Customer's customers or insureds, or to any other person to whom Customer may
furnish any title policy, binder, guarantee, endorsement or other title
assurance, or any report or title information, by reason of any error or
omission or


                                     Page 9



assertion of error or omission in any information (including any Title Records
obtained from a Property Insight facility or via an on-line system and furnished
to Customer by Property Insight) or resulting from the use of any Service or
deliverable. PROPERTY INSIGHT MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, CONCERNING THE ACCURACY OR COMPLETENESS OF THE TITLE RECORDS
MADE AVAILABLE TO CUSTOMER, WHETHER IN TANGIBLE FORM OR VIA AN ON-LINE SYSTEM OR
CONCERNING ANY PRODUCT. Customer agrees that in no event shall Property Insight
(and, if applicable, its Providers) be liable for any lost profits or for any
special, consequential or exemplary damages, even if Property Insight has been
advised of the possibility of such damages.

          (b) Limitation of Liability. In the event that Customer discovers an
error, defect or omission in any Title Record, Property Insight's sole
obligation, and Customer's exclusive remedy with respect thereto, is to replace
such Title Record with a duplicate copy of the applicable record if a better
copy of the record is available from the source.

          (c) Third-Party Providers. Certain materials and information provided
or made available to Customer under this Agreement are obtained by Property
Insight from third party Providers. In the event that any such Provider falls to
deliver (or delays the delivery of) such material or information (through no
fault of Property Insight) or in the event that any such Provider materially and
adversely modifies the conditions or cost to Property Insight of obtaining such
material or information, then Property Insight, at its option, may: (i) use
reasonable efforts to seek alternative sources of supply on commercially
reasonable terms; or (ii) suspend or terminate its obligations to Customer under
this Agreement whether with respect to the portion of such Agreement which
relates thereto or with respect to the entire Agreement upon thirty (30) days
written notice; or (iii) notwithstanding any other provision of this Agreement
to the contrary, increase the applicable fees or charges upon thirty (30) days
written notice; or (iv) any combination of the foregoing. Property Insight will
incur no liability to Customer with respect to any action or omission under this
Section. In the event that Customer receives a notice pursuant to this Section
substituting a service or increasing the price thereof, then Customer may
terminate such service if it notifies Property Insight within thirty (30) days
after receipt of notice from Property Insight regarding such service.

          (d) Injury or Property Damage. Property Insight shall not be liable
for injuries to any employees, guests or invitees of Customer nor for damage to
property of Customer caused by the conditions of any Property Insight facility,
except for injury or damage arising from Property Insight's gross negligence or
willful misconduct. Customer agrees to neither hold nor attempt to hold Property
Insight, its agents or employees liable for any injury or damage, either
proximate or remote, occurring through or caused by any repairs, alterations,
injury or accidents in or to the premises, or adjacent to the premises or in
other parts of the premises in which Title Records are stored, accessed or
located, whether by reason of the negligence or fault of Property Insight,
another customer or any other person. Property Insight shall not be liable for
any injury or damage occasioned by gas, smoke, rain, snow, wind, ice, hail,
water, lightning, earthquakes, war, civil disorder, strike, defective electrical
wiring or the breaking or stoppage of the plumbing or sewage upon or in the
building or adjacent premises,


                                    Page 10



whether the breakdown or stoppage results from freezing or otherwise and no
matter how often injury or damage occurs

     7. INDEMNIFICATION.

          (a) Alleged Errors or Omissions. If Customer, or any customer of
Customer or any other person claims or asserts that Property Insight or its
Providers have any liability by reason of an error or omission in any
information (including Title Records obtained from any Property Insight facility
or via an on-line system) furnished to Customer by Property Insight or resulting
from the use of any Service or deliverable, Customer agrees to indemnify and
hold Property Insight, its affiliates and its Providers, and their respective
directors, officers, employees and agents (the "Indemnified Parties") harmless
from and against the claim or demand, including all costs, expenses, attorneys'
fees and actual loss or losses incurred or sustained by reason of the claim or
assertion.

          (b) Personal Injury and Property Damage. Customer accepts the premises
where the Title Records used by Customer are located and agrees to defend,
indemnify and hold the Indemnified Parties harmless from any and all claims,
damages, liabilities, losses or actions, including costs, expenses and
attorneys' fees, arising out of actions or claims by employees, guests or
invitees of Customer, by reason of death, injuries to person or damage to
property arising out of or relating to use of such premises or use of any
equipment located on such premises, except in instances where Property Insight
has engaged in grossly negligent activities or willful misconduct.

          (c) Other Matters; Violation of Law. Customer will indemnify, defend
and hold harmless the Indemnified Parties, against and in respect to any and all
claims, damages, liabilities, losses or actions, including costs, expenses and
attorneys' fees, arising out of actions or dawns which any Indemnified Party may
at any time suffer, incur, or become subject to as a result of or in connection
with any of the following: (i) the inaccuracy of any representation made by
Customer; (ii) Customer's breach of, or failure to perform, any of Its
warranties, covenants, promises, or obligations arising under this Agreement; or
(iii) Customer's violation of any Federal, State or local law or regulation;
except in instances where Property Insight has engaged in grossly negligent
activities or willful misconduct.

          (d) Procedures. When a claim or assertion is made, Property Insight
agrees to promptly give notice to Customer. Customer shall have the right, if it
so elects, to provide for the defense of Property Insight, in any action or
litigation based upon or involving the claim or assertion, by counsel of
Customer's own choosing, and approved in writing by Property Insight, at
Customer's own expense and to pursue litigation to final determination. Customer
shall also have the right, whether or not any action or litigation results, to
compromise or settle the claim on behalf of Property Insight but at the sole
cost of Customer.

     8. GENERAL TERMS AND CONDITIONS.

          (a) Force Majeure. If at any time either party to the Agreement is
prevented from performance when due (other than performance consisting of
payment of money) by a disaster such as or resulting from flood, hurricane,
cyclone, earthquake, fire or other event


                                    Page 11



commonly referred to as an Act of God, causing extensive destruction or damage;
or by acts of war, riot, unlawful assembly, strikes, explosions, peaceful
protest gatherings or other similar events causing or accompanied by a lack of
access or extensive destruction; so that it is impossible or unreasonably
difficult for that party to perform, then its failure to perform when
performance is due shall be deemed excused. Provided, however, that party must
take all reasonable steps to remedy its non-performance or delay in performance
with the least possible delay, and by doing whatever may reasonably be done to
mitigate the adverse effect of its non-performance upon the other party to this
Agreement.

          (b) Dispute Resolution. If either party institutes an action against
the other party for breach of this Agreement, at Property Insight's option,
arbitration shall be conducted in accordance with the Rules of Commercial
Arbitration of the American Arbitration Association ("AAA"). The arbitration
shall be conducted in Los Angeles by a single arbitrator. If the parties have
not agreed to a mutually acceptable arbitrator within thirty (30) days of the
date of the notice to arbitrate, the arbitrator shall be selected by the AAA
from its regularly maintained list of commercial arbitrators familiar with
matters similar to the subject of this Agreement. The arbitrator shall conduct a
single hearing for the purpose of receiving evidence and shall render a decision
within thirty (30) days of the conclusion of the hearing. The parties shall be
entitled to require production of documents prior to the hearing in accordance
with the procedures of the Federal Rule of Civil Procedure, shall exchange a
list of witnesses, and shall be entitled to conduct up to five (5) depositions
in accordance with the procedures of the Federal Rules of Civil Procedure. The
decision of the arbitrator shall be binding and final. The arbitrator may award
only compensatory damages, and not exemplary or punitive damages. In the event a
party asserts multiple claims or causes of action, some but not all of which are
subject to arbitration under law, any and all claims subject to arbitration
shall be submitted to arbitration in accordance with this provision.

          (c) Attorneys' Fees and Costs. If either party institutes an action
against the other party for breach of this Agreement, the successful party shall
be entitled to recover costs, expenses and attorneys' fees as the court (or if
applicable, the arbitrator) directs.

          (d) Interpretation. This Agreement is to be construed under the laws
of the State of California; provided that the Services will be performed in
accordance with the laws of the State where such Services are performed. If any
one or more of the terms, provisions, promises, covenants or conditions of this
Agreement, or their application to any person, corporation, other business
entity, or circumstance is to any extent adjudged invalid, unenforceable, void
or voidable for any reason whatsoever by a court of competent jurisdiction, each
and all of the remaining terms, provisions, promises, covenants and conditions
of this Agreement and their application to other persons, corporations, business
entities, or circumstances shall not be affected and shall be valid and
enforceable to the fullest extent permitted by law. This Agreement shall not be
construed against the party preparing it, but shall be construed as if all
parties prepared this Agreement. The headings of each section and paragraph are
to assist in reference only and are not to be used in the interpretation of this
Agreement. Nothing contained in this Agreement is to be deemed to constitute an
association, partnership or joint liability between the parties. The parties
have no intention or thought to agree between themselves, or even to confer
together, as to fees or premiums to be charged by them to their customers, or as
to any other processes or practices of either party.


                                    Page 12



          (e) Assignment or Transfer. This Agreement cannot be assigned, in
whole or in part, by Customer without the prior written consent of Property
Insight, which consent shall not be unreasonably withheld. If Customer's rights
and benefits in this Agreement are transferred in whole or in part by
involuntary method, or by operation of law, Property Insight shall have the
right to terminate this Agreement if the result is not satisfactory to Property
Insight. Any assignment in contravention of this Section shall be void. Property
Insight may assign the Agreement to any affiliated company by providing 30 day
notice to the Customer.

          (f) Benefit. This Agreement will be binding upon and inure to the
benefit of the parties hereto and their respective successors and permitted
assigns. This Agreement is solely for the benefit of the parties hereto and no
third party will have the right or claim to the benefits afforded either party
hereunder.

          (g) Compliance with Laws and Regulations. Customer agrees to use
information received from Property Insight in compliance with all applicable
Federal, State and local laws and regulations, including without limitation, the
Federal Credit Reporting Act (U.S.C.A. Title 15, Chapter 41, Subchapter III), as
amended from time to time.

          (h) Survival. Following the expiration or termination of this
Agreement, whether by its terms, operation of law or otherwise, all terms,
provisions or conditions required for the interpretation of this Agreement or
necessary for the full observation and performance by each party hereto of all
rights and obligations arising prior to the date of expiration or termination,
shall survive such expiration or termination.

          (i) Entire Agreement. This Agreement constitutes the entire agreement
between the parties pertaining to the subject contained in it and supersedes all
prior and contemporaneous agreements, both oral and written, representations and
understandings of the parties. No supplement, modification, or amendment of this
Agreement shall be binding unless executed in writing by the parties. No waiver
of any of the provisions of this Agreement is to be considered a waiver of any
other provision, whether or not similar, nor is any waiver to constitute a
continuing waiver. No waiver shall be binding unless set forth in a writing
executed by the party making the waiver. This Agreement may be executed
simultaneously in two or more counterparts, each of which shall be deemed an
original, but which together shall constitute one and the same instrument.

          (j) Schedules. Each of the Schedules, Addenda and Exhibits attached to
this Agreement (initially or by way of amendment) are incorporated herein by
reference as if set forth in full.

          (k) Notices. All written notices permitted or required to be given
under this Agreement may be personally delivered to the office of the other
party(s), or shipped via a nationally recognized overnight courier service, or
mailed to the office of the other party(s) by Certified United States Mail. Each
notice shall be addressed to the address set forth under the party's signature.
Any notice delivered hereunder will be effective on the date delivered when
delivered personally or by overnight courier, or on the third business day after
mailing if mailed by Certified United States Mail. Either party may, by written
notice to the other via first class mail, change its address for notices.


                                    Page 13



AGREEMENT EXECUTION INSTRUCTIONS:

1.   This page must be executed to initiate this Agreement.

2.   Each County Schedule must be executed to initiate access to the respective
     Counties.

     a.   Service and/or fee changes are affected by execution of a new County
          Schedule.

     b.   Each County Schedule execution date is to be updated on the County
          Schedule Index page.

IN WITNESS WHEREOF, the parties have executed this Exhibit as follows:

Property Insight:                          Customer:

PROPERTY INSIGHT, LLC                      ROCKY MOUNTAIN SUPPORT SERVICES, INC.
601 Riverside Avenue                       601 Riverside Ave.
Jacksonville, FL 32204                     Jacksonville, FL 32204
Phone:                                     Phone: (888) 934-3354


By: /s/ Michael L. Gravelle                By: /s/ Peter T. Sadowski
    -------------------------------------      ---------------------------------
Title: Senior Vice President               Title: Vice President
Email Address: Michael.l.gravelle@fnf.com  Email Address: psadowski@fnf.com
Date: March 4, 2005                        Date: March 4, 2005


                                    Page 14



Address for Notices:                     Address for Notices: [x] Same as above

Property Insight                         _______________________________________
601 Riverside Avenue
Jacksonville, FL 32204                   _______________________________________
Attn: President
Phone:                                   _______________________________________
Fax:
                                         Attn:__________________________________
With a copy to:
                                         Phone:_________________________________
Fidelity National Information Services
601 Riverside Avenue                     Fax:___________________________________
Jacksonville, FL 32204
Attn: General Counsel
Phone:
Fax:


                                    Page 15

                                                                   EXHIBIT 10.40

                        TITLE PLANT MANAGEMENT AGREEMENT

This TITLE PLANT MANAGEMENT AGREEMENT (this "Agreement") dated as of May 17,
2005 is entered into between PROPERTY INSIGHT, LLC, a California limited
liability company with its principal place of business at 601 Riverside Avenue,
Jacksonville, FL 32204 ("PI"); and TICOR TITLE INSURANCE COMPANY OF FLORIDA
(formerly known as American Pioneer Title Insurance Company), a
Florida-domiciled title insurance company with its principal place of business
at 601 Riverside Avenue, Jacksonville, FL 32204 ("TICOR-FL").

                                   WITNESSETH:

     WHEREAS, TICOR-FL is a direct or indirect subsidiary of Fidelity National
Financial, Inc., a Delaware corporation ("FNF"); and

     WHEREAS, PI is a direct or indirect subsidiary of Fidelity National
Information Services, a Delaware corporation ("FNIS"); and

     WHEREAS, TICOR-FL is engaged in the title insurance business, including
searching and examining titles to real property, and issuing or causing to be
issued policies of title insurance insuring interests in real property; and

     WHEREAS, in connection with its business, TICOR-FL is the owner of several
'title plants', with each title plant consisting of a collection of data,
images, and/or indices, including indices of land records and copies of Official
Records, and other materials and databases, relating to a particular geographic
area; and

     WHEREAS, certain of the title plants owned by TICOR-FL are more
particularly described on the applicable schedule relating to such title plant
attached to EXHIBIT A (the "Title Plants"); and

     WHEREAS, TICOR-FL desires to retain PI to provide the management, sales and
other services (as more fully described herein and on EXHIBIT B) for each of the
Title Plants, as well as for the systems, intellectual property and software
used by TICOR-FL in connection with the Title Plants; and PI is willing to
provide such services, subject to the terms and conditions set forth herein, as
of the Effective Date (as defined in Section 10.12); and

     WHEREAS, as permitted by the terms and conditions of this Agreement, it is
anticipated that from time to time PI will introduce TICOR-FL to third parties
who desire to access one or more of the Title Plants (including competitors of
TICOR-FL);

     NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties, intending to be
legally bound hereby, agree as follows:



                                   ARTICLE I.
             RETENTION FOR MANAGEMENT SERVICES; PAYMENT FOR SERVICES

     Section 1.01 Retention of PI. As of the Effective Date, TICOR-FL hereby
retains PI to provide the services described in Section 2.01 (the "Services")
and on EXHIBIT B for the benefit of the Title Plants described in EXHIBIT A; and
PI hereby accepts such retention as to each of the Title Plants that are
described in EXHIBIT A, all in accordance with the terms and conditions of this
Agreement. Without limiting the foregoing, the parties acknowledge that PI may
use employees, independent contractors or consultants to provide the Services.

     Section 1.02 Payment for Management Services. So long as this Agreement is
in effect and PI is providing the management and maintenance services described
in Section 2.01 and EXHIBIT B, then on or before the 15th day of each calendar
month, TICOR-FL shall pay to PI a management fee equal to 20% of the actual
costs incurred by TICOR-FL in the updating of the Title Plants, purging of the
title records, and maintaining and processing of the Title Plants, including
without limitation their related systems, intellectual property and software,
during the immediately preceding calendar month. Without limiting the foregoing,
the parties agree that the minimum monthly management fees payable hereunder
shall be not less than $100,000 per month, and to the extent that management
fees for any calendar month are less than $100,000, then TICOR-FL shall pay to
PI $100,000 for such month's management fee.

     Section 1.03 Commissions from Sales to Third Party Customers. For so long
as this Agreement is in effect, PI shall be paid a commission of 7.5% per annum
on the aggregate gross revenues received by TICOR-FL from all Title Plant access
fees paid by Third Party Customers that become customers of TICOR-FL through the
sales efforts of PI, as contemplated by Section 2.01(c) (as so calculated, the
"Commission"). In addition, if this Agreement is terminated pursuant to Sections
8.01(b) or (j), then PI shall continue to be paid the Commission (calculated on
the then aggregate gross revenues from such Title Plant access fees) during the
2-year period immediately following the effective date of such termination.
Commission payments hereunder shall be made on or before the 25th day of each
calendar month for the aggregate gross revenues received by TICOR-FL from all
Title Plant access fees paid by such Third Party Customers during the
immediately preceding calendar month.

     Section 1.04 Payments in General. All payments hereunder shall be in
immediately available funds in lawful US currency. PI shall provide TICOR-FL
with wire transfer or other payment instructions for the management fee and/or
commissions (including the Commissions).

                                   ARTICLE II.
                                  THE SERVICES

     Section 2.01 PI Services. During the term of this Agreement, and subject to
the terms and conditions hereof, PI shall provide (or cause to be provided) all
of the services described in this Section 2.01 and more particularly specified
on EXHIBIT B; provided, however, that nothing contained herein shall obligate PI
to maintain, or otherwise cause PI to have responsibility or liability for the
maintenance of, the Title Plants, it being understood that PI's Services
hereunder are limited to managing the Title Plant Employees (as hereinafter
defined) and maintaining the Title Plant Equipment (as hereinafter defined) in
accordance with the terms and conditions of


                                        2



this Agreement. Without limiting or expanding the foregoing and as a
non-contractual commitment, the parties acknowledge that (i) the management
objective of these services is to maintain each of the Title Plants in such a
manner that it will be current, accurate and accessible according to industry
standards, so as to provide title data for the geographic areas covered by the
Title Plants, and (ii) the title plant updating and maintenance services being
provided by the former Aptitude Solutions Division of TICOR-FL (the "Division")
as of the Effective Date are of a nature and quality that satisfies these
objectives.

     (a) Managing Title Plant Employees and Title Plant Maintenance Process. PI
agrees to oversee and supervise (x) all of the TICOR-FL employees whose job
descriptions and functions relate primarily to the updating of the Title Plants,
purging the title records, and maintenance of the title plants (individually, a
"Title Plant Employee" and collectively, the "Title Plant Employees"), and (y)
the title plant updating, title records purging and title data maintenance
process (the "Title Plant Maintenance Process"), such oversight and supervision
to be as more fully described on EXHIBIT B, including without limitation the
management of TICOR-FL's computer and database systems, the creation of
back-up/disaster recovery procedures and sites, and implementation of
appropriate architecture. PI shall monitor and oversee the Title Plant
Maintenance Process, with the objective of making and keeping it functioning
properly and efficiently. It is understood by the parties that the services to
be provided hereunder include (but are not limited to) infrastructure planning
and implementation work by PI for TICOR-FL. It is anticipated that PI may make
recommendations to TICOR-FL from time to time as to improvements or additional
processes to be included in the Title Plant Maintenance Process, which
recommendation will be considered by TICOR-FL.

     (b) Management and Maintenance of Current Equipment and Software. During
the term of this Agreement, PI shall be responsible for managing and maintaining
the computer hardware and software systems and other intellectual property
utilized by TICOR-FL in its title plant business, including, without limitation,
all telephone and communication equipment (such as routers, servers, etc.)
utilized by TICOR-FL (collectively, the "Title Plant Equipment"). PI shall
maintain the Title Plant Equipment in the same condition (ordinary wear and tear
excepted) and to the same quality standards as was applicable to the Title Plant
Equipment during the 6-month period immediately prior to the date of this
Agreement. Without limiting the services to be provided herein, PI acknowledges
that, unless otherwise provided in this Agreement or agreed in writing by the
parties, PI has no ownership right, title or interest in the Title Plant
Equipment, including any and all source code, object code and/or compiled code
that may be used in connection with constructing, processing, extracting or
manipulating the Title Plants.

     (c) Sales and Solicitation of Third Party Title Plant Customers. So long as
this Agreement is in effect, TICOR-FL hereby appoints PI as its exclusive sales
agent to identify and solicit third parties (including competitors of TICOR-FL)
who may have an interest in accessing the Title Plants ("Title Plant
Customers"). Subject to the provisions and limitations set forth herein, PI may
use all reasonable business means to solicit Title Plant Customers. PI shall be
compensated for its sales and solicitation efforts through payment of
Commissions as more fully described in Section 1.03.


                                        3



     Section 2.02 Obligations of TICOR-FL.

          (i) Exclusive Use of PI Services. With respect to the Services
     hereunder that PI will provide to TICOR-FL as of the Effective Date,
     TICOR-FL (for itself, including any businesses that become part of TICOR-FL
     from time to time) agrees to use PI exclusively for Services for the Title
     Plants at all times during the applicable term of this Agreement, subject
     in all cases to the termination provisions set forth in Article VIII.
     Without limiting the foregoing, TICOR-FL agrees that PI shall be the
     exclusive representative and sales agent of TICOR-FL to third parties
     interested in obtaining access to TICOR-FL's title plants, and TICOR-FL
     agrees to use reasonable business efforts to cooperate with PI in such
     sales efforts.

          (ii) Other Service Arrangements. In addition, TICOR-FL agrees that, so
     long as Services are being provided to it hereunder, to the extent that (A)
     TICOR-FL determines to enter into a service arrangement with any other
     party (other than a direct subsidiary of TICOR-FL) to manage any other
     title plants that are currently owned or may hereafter be acquired by
     TICOR-FL, and (B) the service levels and pricing (including royalties)
     offered by PI for such title plant management services are as good as or
     better than the service levels and pricing offered by such other party, if
     requested by PI, TICOR-FL agrees to obtain such services from PI
     exclusively. If the service levels or pricing terms offered by PI for title
     plant management services for additional title plants pursuant to this
     Section 2.03(a) are not as good or better than those offered by the other
     applicable party and if TICOR-FL has otherwise complied with the provisions
     of this Section 2.03(a), then nothing contained herein shall restrict or
     limit the ability of TICOR-FL to enter into any service arrangement with
     another party to manage, update or maintain its title plants.

                                  ARTICLE III.
                        PERFORMANCE OF SERVICES GENERALLY

     Section 3.01 Performance of Services. PI and TICOR-FL shall perform their
respective obligations hereunder with the same degree of care, skill, and
prudence customarily exercised for their own operations, it being understood and
agreed that, unless and until otherwise agreed by TICOR-FL, the Services
provided to TICOR-FL will be of a nature and quality reasonably comparable to
the Services performed by the Division during the fiscal year immediately prior
to the execution of this Agreement.

     Section 3.02 Use of Services. The parties agree to perform and use the
Services in accordance with all applicable federal, state, and local laws,
rules, regulations, and tariffs and in accordance with reasonable conditions,
rules, regulations and specifications which are or may be set forth in any
manuals, materials, documents, or instructions from the other parties, as
applicable. Each party reserves the right to take all actions in order to ensure
that the Services are provided in accordance with any applicable laws, rules,
regulations, and tariffs.

     Section 3.03 Authority. Except as otherwise expressly provided herein, each
party to this Agreement will retain discretion, control, and management over its
respective business, including, without limitation, (i) oversight and
management, (ii) formulation and implementation


                                        4



of policy decisions, (iii) supervision of the employment of personnel, and (iv)
payment of all financial obligations.

     Section 3.04 Working Committee. Within 10 days following the effectiveness
of this Agreement, the parties shall establish a title plant working committee
who shall be empowered and authorized to work together to mutually agree to
adjust and/or refine (including additions or deletions) the specific services to
be provided hereunder, and whose members shall include one representative from
each of the parties to this Agreement. The working committee shall meet from
time to time as necessitated by the operation of this Agreement.

     Section 3.05 Officers and Directors. Nothing herein shall be construed to
restrict the officers and directors of PI or TICOR-FL in the performance of
their respective duties or limit the exercise of their powers as prescribed by
law or otherwise.

                                  ARTICLE IV.
              LIMITED LICENSE OF TITLE PLANTS AND RELATED SOFTWARE

     Section 4.01 License to Use Title Plant Assets and Software.

     (a) Grant of Title Plant License. Solely to the extent necessary in
connection with the performance of the Services hereunder, TICOR-FL hereby
grants to PI, a limited, revocable, terminable, non-transferable, and
nonexclusive worldwide license (the "Title Plant License") to use, exploit, sell
services from, operate, display, copy (for internal use only), and access the
Title Plants and the Title Plant Equipment, but without any right to copy,
reproduce or sublicense.

     (b) Grant of Software License. Solely to the extent necessary in connection
with the performance of the Services hereunder, TICOR-FL hereby grants to PI, a
limited, revocable, terminable, non-transferable, and nonexclusive worldwide
license (the "Software License") to use, exploit, sell services from, operate,
display and access all of the software, software programs, and software systems
that are currently used by TICOR-FL, either directly or through the Division
(the "Software"), as more fully identified on EXHIBIT A, but without any right
to copy, reproduce or sublicense. All right, title and interest, including
copyright, in the derivative works created by or at the direction of PI, as
between PI and TICOR-FL, shall be owned by PI.

     Section 4.02 Limitation of License. The parties acknowledge that, as to
each of the Title Plants and the Software, no right of ownership therein is
transferred to PI by the terms of this Agreement. As between the parties hereto,
TICOR-FL retains ownership of and all rights of any kind whatsoever in the Title
Plants and the Software, including without limitation, rights in data
structures, data, written documentation, and all other attributes of any kind,
whether such rights are granted by the law of the United States or any state in
the United States, including common law, the law of any other national or
international jurisdiction, or by international treaty or convention.


                                        5



                                   ARTICLE V.
                                 CONFIDENTIALITY

     Section 5.01 Confidential Treatment. Each party hereto may from time to
time be provided with or have access to information that is confidential and
proprietary to the other party hereto. Accordingly, each party agrees that (i)
it will not reveal such information or any of it, that is not otherwise
generally available to the public, to a third party without the prior written
consent of the other party, except as may be permitted by the grant of the
sublicensing rights described above or as required by law or as necessary to
perform obligations or enforce rights hereunder; (ii) that such information will
be distributed only to those of its own employees and officers and agents who
have a reasonable need for it in order to carry out the purposes of and exercise
its rights under this Agreement; (iii) that such information will not be used in
any manner except for the purpose provided; and (iv) that upon termination of
this Agreement, all documents containing such confidential or proprietary
information upon request will be returned promptly to the party to which such
information belongs. Each party shall take such steps as are reasonably
necessary to protect the confidential or proprietary information of the other.
For purposes hereof, confidential or proprietary information shall include,
among other things, customer lists and other customer information, and
financial, technical, and business information relating to one party and
provided by such party to the other, including without limitation any of the
Title Plants, and the Proprietary Systems.

                                  ARTICLE VI.
                             RELATIONSHIP OF PARTIES

     Section 6.01 Independent Contractors. Each of the parties hereto is an
independent contractor acting for its own account and is not authorized to make
any commitment or representation on the other's behalf unless authorized in
writing.

     Section 6.02 Competition. None of the parties shall have a duty to the
other party to refrain from engaging in the business of providing services
similar or identical to the business of the other party, nor shall either party
have a duty to the other party to refrain from engaging in the business of
providing services similar or identical to the Services hereunder to third
parties.

                                  ARTICLE VII.
                     DISCLAIMER AND LIMITATIONS OF LIABILITY

     Section 7.01 Limitations of Liability. THE LIABILITY OF EITHER PARTY FOR A
CLAIM ASSERTED BY THE OTHER PARTY BASED ON A BREACH OF ANY COVENANT UNDER,
AGREEMENT IN, OR UNDERTAKING REQUIRED BY, THIS AGREEMENT SHALL NOT EXCEED, IN
THE AGGREGATE, AN AMOUNT EQUAL TO THE "MAXIMUM LIABILITY AMOUNT" (AS HEREINAFTER
DEFINED) CALCULATED FOR THE FISCAL YEAR (SUBJECT TO THE LAST TWO SENTENCES OF
THIS SECTION) IMMEDIATELY PRIOR TO THE YEAR IN WHICH SUCH LIABILITY ARISES;
PROVIDED THAT THE MAXIMUM LIABILITY AMOUNT SHALL NOT BE APPLICABLE IN RESPECT OF
ANY CLAIMS BASED ON A PARTY'S (i) GROSS NEGLIGENCE, (ii) WILLFUL MISCONDUCT,
(iii) IMPROPER USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION, (iv) VIOLATIONS OF
LAW, OR (v) INFRINGEMENT


                                        6



OF INTELLECTUAL PROPERTY RIGHTS OF A PERSON OR ENTITY WHO IS NOT A PARTY HERETO
OR THE SUBSIDIARY OF A PARTY HERETO. For purposes hereof, "Maximum Liability
Amount" means, for any fiscal year, the amount equal to 4% of the aggregate
annual gross amount of fees and commissions (including the Commissions) that PI
received from TICOR-FL pursuant to this Agreement in the immediately preceding
calendar year. In the event that liability hereunder shall arise during the
first 2 calendar years after the effectiveness of this Agreement, for purposes
of calculating the Maximum Liability Amount, the aggregate annual gross amount
of fees and commissions that PI received from TICOR-FL for such year shall be
equal to the product of (x) the average monthly gross amount of fees and
commissions (including the Commissions) that PI received from TICOR-FL for the
entire period immediately prior to the date on which such liability arises,
multiplied by (y) 12.

     Section 7.02 Disclaimer of Liability. NONE OF THE PARTIES HERETO SHALL BE
LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER
PECUNIARY LOSSES, OR DAMAGES ARISING OUT OF LITIGATION OR GOVERNMENTAL
INVESTIGATION, OR ARISING FROM THIS AGREEMENT OR THE USE OR INABILITY TO USE ANY
OF THE TITLE PLANTS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, WHETHER
FORESEEN OR UNFORESEEN, FORESEEABLE OR UNFORESEEABLE. THE FOREGOING LIMITATIONS
OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF ACTION UNDER WHICH SUCH
DAMAGES ARE SOUGHT, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT,
NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT.

                                 ARTICLE VIII.
                              TERM AND TERMINATION

     Section 8.01 Term and Termination. Unless sooner terminated in accordance
with the provisions hereof, this Agreement shall continue in effect. The
obligation to provide Services under this Agreement may be terminated by any of
the following means (it being understood that, notwithstanding any termination
of the obligation to provide the Services, the Licenses may be terminated only
as provided in Section 8.02):

     (a) at any time by mutual agreement of the parties hereto, in which event
the obligation to provide Services under this Agreement shall terminate as of
the date specified by the parties;

     (b) at any time by PI, if TICOR-FL breaches any material warranty or fails
to perform any material obligation hereunder, and such breach is not remedied
within 30 days after written notice thereof to TICOR-FL that is in default, in
which event the obligation to provide Services under this Agreement shall
terminate on the 20th business day following the expiration of such 30-day cure
period; provided that if the breach or default is of a nature that it cannot
reasonably be cured within a 30-day period and TICOR-FL is actively pursuing a
cure in good faith, then no default shall be deemed to have occurred so long as
the default is cured as


                                        7



promptly as reasonably possible and in any event prior to the first anniversary
of the occurrence of such default;

     (c) at any time by TICOR-FL, if PI breaches any material warranty or fails
to perform any material Service obligation owing hereunder, and such breach is
not remedied within 30 days after written notice thereof to PI, in which event
the obligation to provide Services under this Agreement shall terminate on the
20th business day following the expiration of such 30-day cure period; provided
that if the breach or default is of a nature that it cannot reasonably be cured
within a 30-day period and PI is actively pursuing a cure in good faith, then no
default shall be deemed to have occurred so long as the default is cured as
promptly as reasonably possible and in any event prior to the first anniversary
of the occurrence of such default;

     (d) by PI, upon 12 months' prior written notice to TICOR-FL, if TICOR-FL
shall admit in writing its inability to, or be generally unable to, pay its
debts as such debts become due, or shall (1) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee,
examiner or liquidator of itself or of all or a substantial part of its property
or assets, (2) make a general assignment for the benefit of its creditors, (3)
commence a voluntary case under the federal Bankruptcy Code, (4) file a petition
seeking to take advantage of any other law relating to bankruptcy, insolvency,
reorganization, liquidation, dissolution, arrangement or winding-up, or
composition or readjustment of debts, (5) fail to controvert in a timely and
appropriate manner, or acquiesce in writing to, any petition filed against it in
an involuntary case under the Bankruptcy Code or (6) take any company action for
the purpose of effecting any of the foregoing, in which event the obligation to
provide Services under this Agreement shall terminate immediately;

     (e) at any time by TICOR-FL, if PI shall admit in writing its inability to,
or be generally unable to, pay its debts as such debts become due, or shall (1)
apply for or consent to the appointment of, or the taking of possession by, a
receiver, custodian, trustee, examiner or liquidator of itself or of all or a
substantial part of its property or assets, (2) make a general assignment for
the benefit of its creditors, (3) commence a voluntary case under the federal
Bankruptcy Code, (4) file a petition seeking to take advantage of any other law
relating to bankruptcy, insolvency, reorganization, liquidation, dissolution,
arrangement or winding-up, or composition or readjustment of debts, (5) fail to
controvert in a timely and appropriate manner, or acquiesce in writing to, any
petition filed against it in an involuntary case under the Bankruptcy Code or
(6) take any company action for the purpose of effecting any of the foregoing,
in which event the obligation to provide Services under this Agreement shall
terminate immediately;

     (f) by the receiver, rehabilitator, liquidator or similar individual or
entity that is acting on behalf of TICOR-FL, its policyholders, or the Office of
Insurance Regulation of the State of Florida, upon 12 months' prior written
notice to PI, if TICOR-FL shall (1) apply for or consent to the appointment of,
or the taking of possession by, a receiver, custodian, trustee, examiner or
liquidator of itself or of all or a substantial part of its property or assets,
or (2) file a petition seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, liquidation, dissolution, arrangement or
winding-up, or composition or readjustment of debts;


                                        8



     (g) by PI, upon 5 years' prior written notice to TICOR-FL, which notice may
not be delivered prior to the 5th anniversary of the Effective Date;

     (h) by TICOR-FL, upon 5 years' prior written notice to PI, which notice may
not be delivered prior to the 5th anniversary of the Effective Date;

     (i) at any time by TICOR-FL if there has been a change in control of PI; it
being understood, that for purposes of this provision, "change of control" means
a reorganization, merger, share (or LLC ownership interest) exchange or
consolidation, or sale or other disposition of more than 50% of the LLC
ownership interests in, or all or substantially all of the assets or business
of, PI, other than a transaction in which no person or entity, other than FNIS
or an entity controlled by FNIS, will have beneficial ownership, directly or
indirectly, of 50% or more of the LLC ownership interests of PI or of the power
to appoint the LLC manager(s) or vote in the election of directors; or

     (j) by TICOR-FL, upon 6 months' prior written notice to PI, if there has
been a change in control of TICOR-FL; it being understood, that for purposes of
this provision, "change of control" means a reorganization, merger, share
exchange or consolidation, or sale or other disposition of more than 50% of the
voting capital stock in, or all or substantially all of the assets or business
of, TICOR-FL, other than a transaction in which no person or entity, other than
FNF or an entity controlled by FNF, will have beneficial ownership, directly or
indirectly, of 50% or more of the voting capital stock of TICOR-FL or of the
power to vote the election of directors.

     Section 8.02 Effect of Termination.

     (a) Services and Licenses. Upon termination of the obligation to provide
Services or as to PI under this Agreement pursuant to Section 8.01 (the date on
which the termination of the obligation to provide Services under this Agreement
is effective being the "Service Termination Date"), then the obligations of the
terminating or terminated party hereunder (except to the extent set forth in
Section 8.03) shall immediately cease; and the Licenses granted to PI pursuant
to Article IV shall terminate, provided that, notwithstanding the Service
Termination Date, Commission payments shall continue to be due and owing as
provided in Section 1.03; it being understood that after the Service Termination
Date, PI shall not solicit on behalf of TICOR-FL for any additional Third Party
Customers for access to any of the Title Plants; provided, however, that if the
termination is pursuant to Section 8.01(a), then the Licenses granted to PI
pursuant to Article IV shall be effective or shall terminate as per the
agreement of the parties in connection with such termination.

     (b) Return of Title Plants Records. If the obligation to provide Services
under this Agreement has been terminated then, within 2 business days of the
date on which such termination is effective, PI shall return to TICOR-FL all
copies of the books and records and other information (including all title
plants and software), if any, obtained or made available to PI during the course
of its services under this Agreement.

     Section 8.03 Survival. Notwithstanding anything to the contrary in this
Agreement, Section 1.03 (Commissions), Article IV (License of Title Plants and
Related Software), Article V


                                        9



(Confidentiality), Article VII (Disclaimer and Limitations of Liability) and
this Article VIII (Term and Termination) shall survive the expiration or
termination of this Agreement.

                                  ARTICLE IX.
                               DISPUTE RESOLUTION

     Section 9.01 Amicable Resolution. The parties mutually desire that friendly
collaboration will continue between them. Accordingly, they will try to resolve
in an amicable manner all disagreements and misunderstandings connected with
their respective rights and obligations under this Agreement, including any
amendments hereto. In furtherance thereof, in the event of any dispute or
disagreement (a "Dispute") between the parties in connection with this Agreement
(including, without limitation, any use of the Licenses or the termination of
the licenses granted hereby), then the Dispute, upon written request of either
party, will be referred for resolution to the Division Presidents of the
parties, who will have ten (10) days to resolve such Dispute.

     Section 9.02 Mediation. In the event any Dispute cannot be resolved in a
friendly manner as set forth in Section 9.01, the parties intend that such
Dispute be resolved by mediation. If the Division Presidents of the parties are
unable to resolve the Dispute as contemplated by Section 9.01, either party may
demand mediation of the Dispute by written notice to the other parties in which
case the parties will select a single mediator within ten (10) days after the
demand. No party may unreasonably withhold consent to the selection of the
mediator. Each party will bear its own costs of mediation but the parties will
share the costs of the mediator 50/50. The mediator will have twenty (20) days
from the date of referral to resolve any Dispute.

     Section 9.03 Arbitration. In the event that the Dispute is not resolved
pursuant to Section 9.01 or through mediation pursuant to Section 9.02, the
latter within thirty (30) days of the submission of the Dispute to mediation,
either party may submit the dispute to binding arbitration pursuant to this
Section 9.03. All Disputes submitted to arbitration pursuant to this Section
9.03 shall be resolved in accordance with the Commercial Arbitration Rules of
the American Arbitration Association, unless the parties involved mutually agree
to utilize an alternate set of rules, in which event all references herein to
the American Arbitration Association shall be deemed modified accordingly.
Expedited rules shall apply regardless of the amount at issue. Arbitration
proceedings hereunder may be initiated by either party by making a written
request to the American Arbitration Association, together with any appropriate
filing fee, at the office of the American Arbitration Association in Orlando,
Florida. All arbitration proceedings shall be held in the city of Jacksonville,
Florida in a location to be specified by the arbitrators (or any place agreed to
by the parties and the arbitrators). The arbitration shall be by a single
qualified arbitrator experienced in the matters at issue, such arbitrator to be
mutually agreed upon by the parties. If the parties fail to agree on an
arbitrator thirty (30) days after notice of commencement of arbitration, the
American Arbitration Association shall, upon the request of either party to the
dispute or difference, appoint the arbitrator. Any order or determination of the
arbitral tribunal shall be final and binding upon the parties to the arbitration
as to matters submitted and may be enforced by either party to the Dispute in
any court having jurisdiction over the subject matter or over either of the
parties. All costs and expenses incurred in connection with any such arbitration
proceeding (including reasonable attorneys' fees) shall be


                                       10



borne by the party incurring such costs. The use of any alternative dispute
resolution procedures hereunder will not be construed under the doctrines of
laches, waiver or estoppel to affect adversely the rights of either party.

     Section 9.04 Commencement of Dispute Resolution Procedure. Notwithstanding
anything to the contrary in this Agreement, the parties are entitled to commence
a dispute resolution procedure under this Agreement, whether pursuant to this
Article IX or otherwise.

                                   ARTICLE X.
                                  MISCELLANEOUS

     Section 10.01 Non-Exclusive Remedy. The parties acknowledge and agree that
money damages would not be a sufficient remedy for any breach of this Agreement
by either party or misuse of the Title Plants or the Software or any
confidential information of either party. Accordingly, nothing in Article IX or
this Article X will prevent either party from immediately seeking injunctive or
interim relief in such event. All actions for such injunctive or interim relief
shall be brought in a court of competent jurisdiction. In addition, the rights
and remedies of the parties provided in this Agreement shall not be exclusive
and are in addition to any other rights and remedies provided at law or in
equity.

     Section 10.02 Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the successors and assigns of the parties hereto.
Neither of the parties may assign its respective rights and obligations under
this Agreement to any other person or entity without the prior written consent
of the other party hereto. Except as expressly provided in this Agreement, the
parties hereto intend that this Agreement shall not benefit or create any right
or cause of action in or on behalf of any person other than the parties hereto.

     Section 10.03 No Agency. Nothing in this Agreement shall be construed as
making either party the agent of the other or as creating a partnership, joint
venture or similar arrangement. As among the parties, each party shall be
responsible for the payment of compensation to its employees and those of its
subsidiaries, for any injury to them in the course of their employment, and for
withholding or payment of all federal, state and local taxes or contributions
imposed or required under unemployment insurance, social security and income tax
laws with respect to such persons.

     Section 10.04 Notices. All notices and other communications required or
permitted hereunder shall be in writing (including telefax) and shall be
delivered personally, delivered by facsimile transmission (with confirmation of
receipt immediately thereafter by telephone), sent by nationally recognized
overnight courier (marked for overnight delivery), addressed to the parties at
the address appearing on the first page of this Agreement or to such other
address as may be hereafter designated in writing hereunder by the respective
parties. Each party shall promptly advise the other in writing of any change of
address.

     Section 10.05 Severability. If any provision of this Agreement is held
illegal or unenforceable by any court of competent jurisdiction, such provision
shall be deemed separable from the remaining provisions of this Agreement and
shall not affect or impair the validity or enforceability of the remaining
provisions of this Agreement. The parties hereto agree to replace


                                       11



any such illegal or unenforceable provision that has the most nearly similar
permissible economic or other effect.

     Section 10.06 Governing Law. This Agreement shall be governed by the laws
of the State of California, without regard to its conflicts of law principles.

     Section 10.07 No Waiver. The failure of either party to enforce, in any one
or more instances, any of the terms or conditions of the Agreement shall not be
construed as a waiver of the future performance of any such term or condition.

     Section 10.08 Force Majeure. No party shall be liable for its failure to
perform any of its obligations hereunder during any period in which such
performance is directly delayed by the occurrence of events beyond the control
of the failing party such as fire, explosion, flood, storm or the acts of God,
war, acts of terrorism, embargo, riot, or the intervention of any government
authority, provided that the party suffering the delay immediately notifies the
other parties of the delay.

     Section 10.09 Entire Agreement; Amendment. This Agreement constitutes the
entire agreement among the parties concerning the subject matter hereof and
supersedes all prior oral and written understandings and agreements between the
parties relating hereto. This Agreement may not be modified except in a writing
signed by the authorized representatives of the parties hereto.

     Section 10.10 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
together shall constitute one and the same instrument.

     Section 10.11 Title 11. Each of the licenses granted hereunder are, for all
purposes of Section 365(n) of Title 11 of the United States Code ("Title 11')
and to the fullest extent permitted by law, a license of rights to "intellectual
property" as defined in Title 11. All parties agree that the licensee of any
rights under this Agreement shall retain and may fully exercise all of its
applicable rights and elections under Title 11.

                             [signatures to follow]


                                       12



     Section 10.12 Effective Date. This Agreement shall be effective as of
business day (the "Effective Date") following the day on which (i) all insurance
regulatory approvals that are required are received and (ii) the prior notice
period applicable to all filings made to applicable title insurance regulators
has expired or been terminated or waived (by action of the regulator or
otherwise).

     IN WITNESS WHEREOF, the parties have caused their respective duly
authorized representatives to execute this Agreement as of the date first above
written.

                                        PROPERTY INSIGHT, LLC


                                        By /s/ Michael L. Gravelle
                                           -------------------------------------
                                        Name: Michael L. Gravelle
                                        Title: Senior Vice President


                                        TICOR TITLE INSURANCE COMPANY OF FLORIDA


                                        By /s/ Raymond R. Quirk
                                           -------------------------------------
                                        Name: Raymond R. Quirk
                                        Title: President

                                                                   EXHIBIT 10.41

                              MASTER LOAN AGREEMENT

     This MASTER LOAN AGREEMENT (Agreement) is made and entered into between
FIDELITY NATIONAL FINANCIAL, INC. (FNF), a Delaware corporation, as borrower
(Borrower) and CHICAGO TITLE INSURANCE COMPANY (CTI), a Missouri corporation,
FIDELITY NATIONAL TITLE INSURANCE COMPANY (FNTIC), a California corporation,
TICOR TITLE INSURANCE COMPANY (TT), a California corporation, ALAMO TITLE
INSURANCE COMPANY (Alamo), a Texas corporation, and SECURITY UNION TITLE
INSURANCE COMPANY (SUTIC), a California corporation (the Lenders).

                                    Recitals:

A.   FNF is the parent company of CTI, FNTIC, TT, Alamo, and SUTIC.

B.   CTI, FNTIC, TT, Alamo, and SUTIC are insurance companies subject to state
     insurance department regulation and insurance holding company regulation in
     its respective states of domicile.

C.   FNF desires from time to time to borrow funds from its insurance company
     subsidiaries.

D.   In the event of any such borrowing by FNF from Lenders, the Lenders may be
     affected by one or more of the following forms of insurance department
     regulation:

     -    The form of borrowing agreement may be subject to reporting to an
          insurance department as an agreement between affiliates.

     -    Actual borrowings may be subject to report or prior approval of a
          state insurance department.

     -    An unsecured or inadequately collateralized loan may not qualify as an
          admitted asset of a Lender under applicable statutory accounting
          principles.

E.   Under borrowing procedures contemplated by this Agreement, the parties
     intend to comply with all applicable state insurance department regulation
     as well as internal governance procedures applicable to the parties.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:

1.   Agreement To Loan - Corporate Approval. Upon written request by FNF to the
     Lenders from time to time, the Lenders agree to loan funds to FNF, subject
     to compliance with the following terms and conditions:

     A.   A record of all borrowings made and principal and interest amounts
          outstanding shall be maintained by the Chief Financial Officer of FNF.

     B.   In the absence of further agreement of the parties, the sum of all
          borrowings made hereunder measured by outstanding principal shall not
          exceed the lesser of


                                        1



          i.   the aggregate amount which may be collateralized by stock of
               FNF's insurance subsidiaries or other forms of collateral
               sufficient to support admitted asset accounting treatment for
               loans made; or

          ii.  the aggregate sum of loans which may be made without prior
               approval of each Lender's state insurance regulator.

          The applicable loan limit under this paragraph is presently estimated
          at $47.7 million based on year-end 1999 accounts. This limit shall be
          adjusted at the end of each calendar year.

     C.   Each borrowing request shall be made in the form attached as Exhibit A
          setting forth the following information:

          i.   the amount to be borrowed;

          ii.  the proposed form of collateral with valuation support;

          iii. the effective date of borrowing and proposed terms of repayment;

          iv.  a statement of anticipated regulatory compliance action.

     D.   Except as otherwise agreed to by the parties, a loan shall be
          collateralized so as to preserve the admitted asset position of the
          Lenders under statutory accounting principles.

     E.   Each individual borrowing under this Agreement shall be evidenced by a
          Promissory Note executed by Borrower substantially in the form
          attached as EXHIBIT B setting forth the principal sum borrowed, the
          applicable interest rate, the terms of repayment and description of
          collateral.

     F.   Except as otherwise agreed upon by the parties, all borrowed sums
          shall bear interest at the same interest rate and interest period
          applicable under FNF's Credit Agreement dated February 10, 2000, among
          FNF, Bank of America, N.A. as administrative agent, Chase Securities,
          Inc. as syndication agent, Morgan Stanley Senior Funding, Inc. as
          documentation agent, and Paribas as co-documentation agent, whether
          currently in effect or not.

     G.   In the event FNF elects to collateralize a loan by a pledge of stock,
          the pledge shall be supported by a Pledge Agreement substantially in
          the form attached as Exhibit C.

2.   Loans - Regulatory Approval. The Lenders shall be responsible for making
     all appropriate reports or filings with its state insurance department
     regulator. Likewise, FNF shall be responsible for making all appropriate
     reports or filings with its state regulators. In the event prior approval
     of a loan is required from a state regulator, the loan may not be made
     effective until after the requisite approval has been obtained.

3.   Cooperation of Parties. The parties shall cooperate with each other in
     taking actions to support the purposes of this Agreement.


                                        2



4.   Prepayment. Any loan made hereunder may be pre-paid in whole or in part at
     any time without penalty.

5.   Term. The term of this Agreement shall be ten (10) years plus automatic
     renewal terms of ten (10) year duration; provided that, a party may
     withdraw from the Agreement upon at least ninety (90) days prior written
     notice and further; provided that, this Agreement shall remain in place as
     to a Lender so long as a loan affecting that Lender remains outstanding.

Executed this 28th day of December, 2000.

FIDELITY NATIONAL FINANCIAL, INC.       CHICAGO TITLE INSURANCE CO.


By  /s/                                 By  /s/
    ---------------------------------       ------------------------------------
    Executive Vice President                Vice President


FIDELITY NATIONAL TITLE INSURANCE CO.   TICOR TITLE INSURANCE CO.


By  /s/                                 By  /s/
    ---------------------------------       ------------------------------------
    Vice President                          Vice President


ALAMO TITLE INSURANCE CO.               SECURITY UNION TITLE INSURANCE CO.


By  /s/                                 By  /s/
    ---------------------------------       ------------------------------------
    Authorized Officer                      Authorized Officer


                                        3



                                                                       Exhibit A

                                BORROWING REOUEST

     Pursuant to Master Loan Agreement, Fidelity National Financial, Inc. makes
the following borrowing request:

Lender

Amount of Loan

Effective Date

Duration of Loan

Terms of Repayment

Collateralization (Amount of shares, estimated value, etc.)

                                        FIDELITY NATIONAL FINANCIAL, INC.


                                        By:
                                            ------------------------------------
                                            (Chief Financial Officer or
                                            Treasurer)

BORROWING REQUEST
APPROVED BY LENDER:

- -------------------------------------
(Name of Lender)


By:
    ---------------------------------
Vice President


                                        4



                                                                       Exhibit B

                                 PROMISSORY NOTE

$(Principal Amount)                                                       (Date)

     For value received and pursuant to that certain Master Loan Agreement
between FIDELITY NATIONAL FINANCIAL, INC. (FNF), and CHICAGO TITLE INSURANCE
COMPANY (CTI), FIDELITY TITLE INSURANCE COMPANY (FNTIC), TICOR TITLE INSURANCE
COMPANY (TT), ALAMO TITLE INSURANCE COMPANY (Alamo), and SECURITY UNION TITLE
INSURANCE COMPANY (SUTIC) (the Lenders) FNF promises to pay
____________________________________________ (Lender) the principal sum of
________________ ($_________________) Dollars (representing the proceeds of a
loan to be used for business purposes) together with interest on the unpaid
principal sum from this date at the rate per annum equal to the same interest
rate and interest period applicable under FNF's Credit Agreement dated February
10, 2000, among FNF, Bank of America, N.A. as administrative agent, Chase
Securities, Inc. as syndication agent, Morgan Stanley Senior Funding, Inc. as
documentation agent, and Paribas as co-documentation agent, whether currently in
effect or not.

     The principal sum plus interest thereon shall be repaid as follows:

1.   Quarterly payments of interest together with annual payments of principal
     to be amortized over a period equal to the term of the loan but in no event
     to exceed ten (10) years to complete repayment of the principal sum
     together with interest thereon.

     All payments due under this Note shall be due and payable without invoice
and shall be forwarded to the Lenders in Santa Barbara, California 4050 Calle
Real. Each payment shall be clearly marked as to the loan and whether payment is
of interest of principal or a prepayment. Prepayments of principal may be made
at any time without penalty.

     In the event the maker fails to make any payment due hereunder at the time
and place specified, the holder may as a courtesy not as a matter of legal
obligation provide the maker with notice of such failure to pay. In the event
such failure to pay remains uncorrected for a period of ten (10) days or more,
the holder may, at its sole option, declare the whole amount remaining unpaid,
including principal and interest, to be due and payable at once. In the event of
any such unremedied failure to pay, with or without acceleration of the entire
indebtedness, the delinquent amount shall thereafter bear interest at the rate
of eighteen (18%) percent per annum until paid.

     The failure of the holder to provide notice to the maker shall in no manner
affect or alter its liability under this Note.

     In case this note is placed in the hands of an attorney for collection, the
maker agrees to pay a reasonable attorneys fee and costs of collection. The
maker waives notice, protest, presentment and notice of dishonor and agrees that
after maturity of this obligation or any installment thereof, the time for
payment of the same may be extended by the holder at the request of maker or
otherwise



without releasing the maker hereof from liability.

     This note is additionally secured by a Collateral Pledge in favor of Lender
of certain shares of stock owned by FNF, which shares shall not, without prior
approval of the Chief Financial Officer of FNF, exceed 10% of all outstanding
shares owned by FNF in such company.

                                        FIDELITY NATIONAL FINANCIAL, INC.


                                        By:
                                            ------------------------------------
                                            Chief Financial Officer


                                        2



                                                                       Exhibit C

                           COLLATERAL PLEDGE AGREEMENT

     This Agreement is made this ____ day of ____________, 2000 between FIDELITY
NATIONAL FINANCIAL, INC. (FNF) and (Lender .

                                    Recitals:

A.   Pursuant to a Master Loan Agreement, Lender agreed to loan to FNF the sum
     of $________ Dollars which loan and indebtedness is represented by a
     Promissory Note under same date executed by FNF in favor of Lender.

B.   FNF owns all of the issued and outstanding shares of subsidiaries whose
     shares have been indicated as pledged per the applicable Borrowing Request
     and deems the execution of such note to be in the best interest of FNF.

C.   Lender agreed to make such loan only on the condition that it receive as
     additional security for the repayment thereof a collateral pledge of
     outstanding shares or other assets as indicated in the applicable Borrowing
     Request.

D.   Shareholder is willing to pledge its shares per applicable Borrowing
     Request to Lender as additional security for the repayment of such note and
     performance of FNF under said Agreement and the subject Promissory Note.

NOW, THEREFORE, it is agreed by and between the parties as follows:

1.   Pledge. FNF does hereby assign, pledge and transfer to Lender all of its
     right, title and interest in the shares of common stock as indicated on the
     applicable Borrowing Request, with no individual pledge being ten (10%)
     percent or more of the applicable issued and outstanding shares.

2.   Collateral Security. This pledge is executed as collateral security for the
     repayment of that certain Promissory Note of even date herewith executed by
     FNF.

3.   Representations. Shareholder represents and warrants that it is owner of
     the shares pledged hereunder free and clear of any lien, claim or
     encumbrance whatsoever.

4.   Additional Shares. Any additional shares issued by FNF during the period
     this pledge remains in effect shall be issued subject to the terms of this
     pledge with Lender enjoying preemptive rights to maintain its ten
     percentage interest in the company whose shares are pledged under this
     Agreement.


                                        1



Executed this ______ day of ___________, 2000.

FIDELITY NATIONAL FINANCIAL, INC        (LENDER)


By                                      By
    ---------------------------------       ------------------------------------
    Authorized Officer                      Authorized Officer


                                        2



                                 PROMISSORY NOTE

$19,800,000                                                    December 28, 2000

     For value received and pursuant to that certain Master Loan Agreement
between Fidelity National Financial, Inc. (FNF), and Chicago Title Insurance
Company (CTI), Fidelity Title Insurance Company (FNTIC), Ticor Title Insurance
Company (TT), Alamo Title Insurance Company (Alamo), and Security Union Title
Insurance Company (SUTIC) (the Lenders) FNF promises to pay CTI (Lender) the
principal sum of Nineteen Million Eight Hundred Thousand ($19,800,000) Dollars
(representing the proceeds of a loan to be used for business purposes) together
with interest on the unpaid principal sum from this date at the rate per annum
equal to the same interest rate and interest period applicable under FNF's
Credit Agreement dated February 10, 2000, among FNF, Bank of America, N.A. as
administrative agent, Chase Securities, Inc. as syndication agent, Morgan
Stanley Senior Funding, Inc. as documentation agent, and Pan-bas as
co-documentation agent, whether currently in effect or not

     The principal sum plus interest thereon shall be repaid as follows:

1.   Quarterly payments of interest together with annual payments of principal
     to be amortized over a period equal to the term of the loan but in no event
     to exceed ten (10) years to complete repayment of the principal sum
     together with interest thereon.

     All payments due under this Note shall be due and payable without invoice
and shall be forwarded to the Lenders in. Santa Barbara, California 4050 Calle
Real. Each payment shall be clearly marked as to the loan and whether payment is
of interest of principal or a prepayment. Prepayments of principal may be made
at any time without penalty.

     In the event the maker fails. to make any payment due hereunder at the time
and place specified, the holder may as a courtesy not as a matter of legal
obligation provide the maker with notice of such failure to pay. In the event
such failure to pay remains uncorrected for a period of ten (10) days or more,
the holder may, at its sole option, declare the whole amount remaining unpaid,
including principal and interest, to be due and payable at once. In the event of
any such unremedied failure to pay, with or without acceleration of the entire
indebtedness, the delinquent amount shall thereafter bear interest at the rate
of eighteen. (18%) percent per annum until paid.

     The failure of the holder to provide notice to the maker shall in no manner
affect or alter its liability under this Note.

     In case this note is placed in the bands of an attorney for collection, the
maker agrees to pay a reasonable attorney's fee and costs of collection. The
maker waives notice, protest, presentment and notice of dishonor and agrees that
after maturity of this obligation or any installment thereof, the time for
payment of the same may be extended by the holder at the request of maker or
otherwise without releasing the maker hereof from liability.



     This note is additionally secured by a Collateral Pledge in favor of Lender
of certain shares of stock owned by FNF, which shares shall not, without prior
approval of the Chief Financial Officer o f FNF, exceed 10% of all outstanding
shares owned by FNF in such company.

                                        FIDELITY NATIONAL FINANCIAL, INC.


                                        By: /s/
                                            ------------------------------------
                                            Authorized Officer


                                        2



                           COLLATERAL PLEDGE AGREEMENT

     This Agreement is made this 28th day of December, 2000 between Fidelity
National Financial, Inc. (FNF) and Chicago Title Insurance Company (Lender).

                                    Recitals:

A.   Pursuant to a Master Loan Agreement, Lender agreed to loan to FNF the sum
     of $19,800,000 Dollars which loan and indebtedness is represented by a
     Promissory Note under same date executed by FNF in favor of Lender.

B.   FNF owns all of the issued and outstanding shares of subsidiaries whose
     shares have been indicated as pledged per the applicable Borrowing Request
     and deems the execution of such note to be in the best interest of FNF.

C.   Lender agreed to make such loan only on the condition that it receive as
     additional security for the repayment thereof a collateral pledge of
     outstanding shares or other assets as indicated in the applicable Borrowing
     Request.

D.   Shareholder is willing to pledge its shares per applicable Borrowing
     Request to Lender as additional security for the repayment of such note and
     performance of FNF under said Agreement and the subject Promissory Note.

NOW, THEREFORE, it is agreed by and between the parties as follows:

1.   Pledge. FNF does hereby assign, pledge and transfer to Lender all of f its
     right, title and interest in the shares of common stock as indicated on the
     applicable Borrowing Request, with no individual pledge being ten (10%)
     percent or more of the applicable issued and outstanding shares.

2.   Collateral Security. This pledge is executed as collateral security for the
     repayment of that certain Promissory Note of even date herewith executed by
     FNF.

3.   Representations. Shareholder represents and warrants that it is owner of
     the shares pledged hereunder free and clear of any lien, claim or
     encumbrance whatsoever.

4.   Additional Shares. Any additional shares issued by FNF during the period
     this pledge remains in effect shall be issued subject to the terms of this
     pledge with Lender enjoying preemptive rights to maintain its ten
     percentage interest in the company whose shares are pledged under this
     Agreement.

Executed this 28th day of December, 2000.

FIDELITY NATIONAL FINANCIAL, INC.       CHICAGO TITLE INSURANCE COMPANY


By  /s/                                 By  /s/
    ---------------------------------       ------------------------------------
    Authorized Officer                      Authorized Officer


                                        1



                    AMENDMENT TO COLLATERAL PLEDGE AGREEMENT

     Pursuant to Master Loan Agreement dated December 28, 2000, Chicago Title
Insurance Company as Lender releases the following collateral effective
September 30, 2004:

Released Collateral:
24,750 shares of FNTIC (NY) common stock
122,902 shares of Alamo common stock
99 shares of CTT OR common stock
10 shares of Continental Home Warranty common stock

Remaining Collateral:
44,336 shares of FNTIC common stock
27,000 shares of TT common stock

                                        CHICAGO TITLE INSURANCE COMPANY, INC.


                                        By: /s/
                                            ------------------------------------
                                            Authorized Officer


                                        2



                                BORROWING REQUEST

     Pursuant to Master Loan Agreement, Fidelity National Financial, Inc. makes
the following borrowing request:


                  
Lender               Fidelity National Title Insurance Company

Amount of Loan       $13,800,000

Effective Date       12/28/00

Duration of Loan     10 years, due 12/31/10

Terms of Repayment   $1,380,000 per year, due each 12/31, beginning 12/31/01


Collateralization (Amount of shares, estimated value, etc.)

1,162 sharps of CTI common stock with a statutory value of $8,725,377 as of
12/31/99 24,975 shares of FNTIC (NY) common stock with a statutory value of
$6,372,332 as of 12/31/99 86,528 shares of Alamo common stock with a statutory
value of $2,324,996 as of 12/31/99

                                        FIDELITY NATIONAL FINANCIAL, INC.


                                        By: /s/
                                            ------------------------------------
                                            Authorized Officer

BORROWING REQUEST APPROVED BY LENDER:


By: /s/
    ---------------------------------
    Authorized Officer



                                 PROMISSORY NOTE

$13,800,000                                                    December 28, 2000

     For value received and pursuant to that certain Master Loan Agreement
between Fidelity National Financial, Inc. (FNF), and Chicago Title Insurance
Company (CTI), Fidelity Title Insurance Company (FNTIC), Ticor Title Insurance
Company (TI), Alamo Title Insurance Company (Alamo), and Security Union Title
Insurance Company (SUTIC) (the Lenders) FNF promises to pay FNTIC (Lender) the
principal sum of Thirteen Million Eight Hundred Thousand ($13, 800,000) Dollars
(representing the proceeds of a loan to be used for business purposes) together
with interest on the unpaid principal sum from this date at the rate per annum
equal to the same interest rate and interest period applicable under FNF's
Credit Agreement dated February 10, 2000, among FNF, Bank of America, N.A. as
administrative agent, Chase Securities, Inc. as syndication agent, Morgan
Stanley Senior Funding, Inc. as documentation agent, and Paribas as
co-documentation agent, whether currently in effect or not.

The principal sum plus interest thereon shall be repaid as follows:

1.   Quarterly payments of interest together with annual payments of principal
     to be amortized over a period equal to the term of' the loan but in no
     event to exceed ten (10) years to complete repayment of the principal sum
     together with interest thereon.

     All payments due under this Note shall be due and payable without invoice
and shall be forwarded to the Lenders in Santa Barbara, California 4050.Calle
Real. Each payment shall be clearly marked as to the loan and whether payment is
of interest of principal or a prepayment. Prepayments of principal may be made
at any time without penalty.

     In the event the maker fails to make any payment due hereunder at the time
and place specified, the holder may as a courtesy not as a matter of legal
obligation provide the maker with notice of such failure to pay. In the event
such failure to pay remains uncorrected for a period of ten (10) days or more,
the holder may, at its sole option, declare the whole amount remaining unpaid,
including principal and interest, to be due and payable at once. In the event of
any such unremedied failure to pay, with or without acceleration of the entire
indebtedness, the delinquent amount shall thereafter bear interest at thee rate
of eighteen (18%) percent per annum until paid,

     The failure of the holder to provide notice to the maker shall in no manner
affect or alter its liability under this Note.

     In case this note is placed in the hands, of an attorney for collection,
the maker agrees to pay a reasonable attorneys fee and costs of collection. The
maker waives notice, protest, presentment and notice of dishonor and agrees that
after maturity of this obligation or any installment thereof, the time for
payment of the same may be extended by the holder at the request of maker or
otherwise without releasing the maker hereof from liability.


                                        1



     This note is additionally secured by a Collateral Pledge in favor of Lender
of certain shares of stock owned by FNF, which shares shall not, without prior
approval of the Chief Financial Officer of FNF, exceed 10% of all outstanding
shares owned by FNF in such company.

                                        FIDELITY NATIONAL FINANCIAL, INC.


                                        By: /s/
                                            ------------------------------------
                                            Authorized Officer


                                        2



                           COLLATERAL PLEDGE AGREEMENT

     This Agreement is made this 28th day of December, 2000 between Fidelity
National Financial, Inc. (FNF) and Fidelity National Title Insurance Company
(Lender).

                                    Recitals:

A.   Pursuant to a Master Loan Agreement, Lender agreed to loan to FNF the sum
     of $13,800,000 Dollars which loan and indebtedness is represented by a
     Promissory Note under same date executed by FNF in favor of Lender.

B.   FNF owns all of the issued and outstanding shares of subsidiaries whose
     shares-have been indicated as pledged per the applicable Borrowing Request
     and deems the execution of such note to be in the best interest of FNF.

C.   Lender agreed to make such loan only on the condition that it receive as
     additional security for the repayment thereof a collateral pledge of
     outstanding shares or other assets as indicated in the applicable Borrowing
     Request

D.   Shareholder is willing to pledge its shares per applicable Borrowing
     Request to Lender as additional security for the repayment of such note and
     performance of FNF under said Agreement and the subject Promissory Note.

NOW, THEREFORE, it is -agreed-by and between the parties as follows:

1.   Pledge. FNF does hereby assign, pledge and transfer to Lender all of its
     right, title and interest in tile shares of common stock as indicated on
     the Applicable Borrowing Request,, with no individual pledge being ten
     (1(r) percent or more of the applicable issued and outstanding shares.

2.   Collateral Security. This pledge is executed as collateral security for the
     repayment of that certain Promissory Note of even date herewith executed by
     FNF.

3.   Representations. Shareholder represents and warrants that it is owner of
     the shares pledged hereunder free and clear. of any lien, claim or
     encumbrance whatsoever.

4.   Additional Shares. Any additional shares issued by FNF during the period
     this pledge remains in effect shall be issued subject to the terms of this
     pledge with Lender enjoying preemptive rights to maintain its ten
     percentage interest in the company whose shares are pledged under this
     Agreement.

Executed this 28th day of December, 2000.

FIDELITY NATIONAL FINANCIAL, INC.       FIDELITY NATIONAL TITLE INSURANCE
                                        COMPANY


By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
    Authorized Officer                      Authorized Officer


                                        1



                    AMENDMENT TO COLLATERAL PLEDGE AGREEMENT

     Pursuant to Master Loan Agreement dated December 28, 2000, Fidelity
National Title Insurance Company as Lender releases the following collateral
effective September 30, 2004:

Released Collateral:
24,975 shares of FNTIC (NY) common stock
86,528 shares of Alamo common stock

Remaining Collateral:
1,162 shares of CTI common stock

                                        FIDELTTY NATIONAL TITLE INSURANCE
                                        COMPANY, INC.


                                        By: /s/
                                            ------------------------------------
                                            Authorized Officer


                                        2

                                                                   EXHIBIT 10.42


                             MASTER LOAN AGREEMENT

This Master Loan Agreement (Agreement) is made and entered into this 10th day of
February 1999 between and among Chicago Title and Trust Company (CT&T), an
Illinois corporation, as borrower (Borrower) and any one or more of Chicago
Title Insurance Company (CTI), a Missouri corporation, Security Union Title
Insurance Company (SU), a California corporation and Ticor Title Insurance
Company (Ticor), a California corporation and each, individually, as a lender
(Lender).

                                    Recitals:

A.   CT&T is the parent company of CTl,SU and Ticor.

B.   CTI, SU and Ticor are each insurance companies subject to state insurance
     department regulation and insurance holding company regulation in their
     respective states of domicile.

C.   CT&T desires from time to time to borrow funds from one or more of the
     Lenders and the Lenders are each willing to make such loans to CT&T from
     time to time.

D.   In the event of any such a borrowing by CT&T from a Lender, the Lender may
     be affected by. one or more of the following forms of insurance department
     regulation:

     -    The form of borrowing agreement may be subject to reporting to an
          insurance department as an agreement between affiliates.

     -    Actual borrowings may be subject to report or prior approval of a
          state insurance department.

     -    An unsecured or inadequately collateralized loan may not qualify as an
          admitted asset of a Lender under applicable statutory accounting
          principles.

E.   Under borrowing procedures contemplated by this Agreement, the parties
     intend to comply with all applicable state insurance department regulation
     as well as internal governance .procedures applicable to the parties.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the
parties agree as follows:

1.   Agreement To Loan - Corporate Approval. Upon written request by CT&T to a
     Lender from time to time, each Lender agrees to loan funds to CT&T, subject
     to compliance with the following terms and conditions:

A.   The parties acknowledge that borrowings made hereunder are significant and
     may be appropriate for approval of the boards of directors of Borrower
     and/or a Lender. Consequently, each of the boards of directors of Borrower
     and the Lenders have acted to



     approve or shall approve the subject agreement of the parties, the
     execution of this Agreement and maintenance of this Agreement for the term
     provided.

B.   A record of all borrowings made and principal and interest amounts
     outstanding shall be maintained by the Chief Financial Officer of CT&T.

C.   In the absence of further agreement of the parties, the sum of all
     borrowings made hereunder measured by outstanding principal shall not
     exceed the lesser of:

     i.   the aggregate amount which may be collateralized by stock of CT&T's
          insurance subsidiaries or other forms of collateral sufficient to
          support admitted asset accounting treatment for loans, made; or

     ii.  the aggregate sum of loans which may be made without prior approval of
          each Lender's state insurance regulator.

     The applicable loan limit under this paragraph is presently estimated at
     $19.8 million based on year-end 1997 accounts. This limit shall be adjusted
     at the end of each calendar year.

D.   Each borrowing request shall be made in the form attached as Exhibit A
     setting forth the following information:

     i.   the amount to be borrowed;

     ii.  the proposed form of collateral with valuation support;

     iii. the effective date of borrowing and proposed terms of repayment;

     iv.  a statement of anticipated regulatory compliance action.

E.   Except as otherwise agreed to by the parties, a loan shall be
     collateralized so as to preserve the admitted asset position of the Lender
     under statutory accounting principles.

F.   Each individual borrowing under this Agreement shall be evidenced by a
     Promissory Note executed by Borrower substantially in the form attached as
     EXHIBIT B setting forth the principal sum borrowed, the applicable interest
     rate, the terms of repayment and description of collateral. The term for a
     loan may not exceed ten (10) years and all loans shall be repaid as to
     principal on an. amortized basis of equal annual payments over the term of
     the loan.

G.   Except as otherwise agreed upon by the parties, all borrowed sums shall
     bear interest, at Borrower's option, at a rate per annum equal to:

     i.   The Base Rate, which means, for any day, a rate per annum equal to the
          higher of (a) the Federal Funds Rate for such day plus one half of one
          percent (1/2 %) or (b) the "Prime Rate" (hereinafter defined) for such
          day. "Prime Rate" means the bank prime loan rate per Federal Reserve
          Statistical Release (H.15(519). Interest on each advance bearing
          interest at the Base Rate shall be calculated on the basis of a year
          of 360 days and actual days elapsed, and shall be payable on the last
          day of each calendar quarter and at maturity; or


                                       2



     ii.  The rate on one, three or six month Eurodollar deposits (London) as
          selected by Borrower and as determined from Federal Reserve
          Statistical Release H.15(519) plus the applicable LIBOR margin per
          annum (the "LIBOR Rate") as set forth in the following grid:



                                            Applicable LIBOR Margin
 Borrower's Leverage Ratio (Debt/Equity)        for LIBOR Loans
- -----------------------------------------   -----------------------
                                         
Less than 0.20:1.00                                  0.375%
0.20:1.00 through but less than 0.25:1.00            0.425%
0.25:1.00 through but less than 0.30:1.00            0.475%
0.30:1.00 through but less than 0.35:1.00            0.525%
Greater than or equal to 0.35:1.00                   0.625%


          Interest on borrowings under this option shall be payable on the last
          day of each calendar quarter and at maturity, and shall be calculated
          on actual days elapsed on a 360 day year.

H.   In the event CT&T elects to collateralize a bail by a pledge of stock,
     the-pledge shall be supported by a Pledge Agreement substantially in the
     form attached as Exhibit C.

I.   The Borrower shall pay to each Lender a commitment fee equal to ten (10)
     basis points per annum on sums which CT&T elects not to borrow below the
     loan cap for that Lender.

2.   Loans - Regulatory Approval. In regard to this borrowing agreement and its
     implementation, each Lender shall be responsible for making all appropriate
     reports or filings with its state insurance department regulator. Likewise,
     CT&T shall be responsible for making all appropriate reports or filings
     with its state regulators. In the event prior approval of a loan is
     required from a state regulator, the loan may not be made effective until
     after the requisite approval has been obtained.

3.   Cooperation of Parties. The parties shall cooperate with each other in
     taking any actions appropriate to support the purposes of this Agreement.

4.   Prepayment. Any loan made hereunder may be pre-paid in whole or in part at
     any time without penalty.

5.   Term. The term of this Agreement shall be ten (10) years plus automatic
     renewal terms of ten (10) years duration; provided that, a party may
     withdraw from the Agreement upon at least ninety (90) days prior written
     notice at the end of the initial or any renewal term or for good cause
     including, but not limited to, regulatory restrictions or default by
     Borrower at any time upon one day written notice; and further provided
     that, this Agreement shall remain in place as to a Lender so long as a loan
     affecting that Lender remains outstanding subject to immediate acceleration
     of all loans involving a Lender providing written notice of termination for
     good cause.


                                       3



6.   Governing Law. This Agreement shall be governed by the laws of the State
     of Illinois.

Executed this 10th day of February 1999.

CHICAGO TITLE AND TRUST COMPANY         SECURITY UNION TITLE INSURANCE COMPANY


By  /s/                                 By  /s/
    ---------------------------------       ------------------------------------
    Authorized Officer                      Authorized Officer


CHICAGO TITLE INSURANCE COMPANY         TICOR TITLE INSURANCE COMPANY


By  /s/                                 By  /s/
    ---------------------------------       ------------------------------------
    Authorized Officer                      Authorized Officer


                                       4



                               BORROWING REOUEST

     Pursuant to Master Loan Agreement dated February 1,1999, Chicago Title and
Trust Company makes the following borrowing request:



                                        Effective Date and      Terms of
Lender                 Amount of Loan    Duration of Loan      Repayment.
- ------                 --------------   ------------------   --------------
                                                    
Security Union Title     $2,700,000      2119/99, 10 years    $270,000 per
Insurance Company                         Due 12/31/2008     year due 12/31
                                                              of each year


Collateralization (Amount of shares. estimated value, etc)

428 shares of Chicago Title Insurance Company common stock having a statutory
value of $3,381,554 at December 31, 1998

Interest Rate

Initially 1 month LIBOR plus applicable LIBOR Margin, to be reset from time to
time

Regulatory Actions

None

                                         CHICAGO TITLE AND TRUST COMPANY


                                         By: /s/
                                             -----------------------------------
                                             Authorized Officer


BORROWING REQUEST
APPROVED BY LENDER:                      Date: February 19, 1999

SECURITY UNION TITLE INSURANCE COMPANY


By: /s/
    ---------------------------------
    Authorized Officer

Date: February 19, 1999



                                 PROMISSORY NOTE

$2,700,000                                                     February 19, 1999
                                                               Chicago, Illinois

     For value received and pursuant to that certain Master Loan Agreement dated
February 1, 1999 between CHICAGO TITLE AND TRUST COMPANY (CT&T), CHICAGO TITLE
INSURANCE COMPANY (CTI), TICOR TITLE INSURANCE COMPANY (Ticor) and SECURITY
UNION TITLE INSURANCE COMPANY (SU), CT&T promises to pay to SU (Lender), or to
its order, the principal sum of Two Million Seven Hundred Thousand ($2,700,000)
Dollars (representing the proceeds of a loan to be used for business purposes)
together with interest on the unpaid principal sum from this date at the rate
per annum equal, at Borrowers option, to:

(a)  The "Base Rate," which means, for any day, a rate per annum equal to the
     higher of (a) the Federal Funds Rate for such day plus one half of one
     percent (1/2%) or (b) the "Prime Rate" (hereinafter defined) for such day.
     "Prime Rate" means the bank prime loan rate per Federal Reserve Statistical
     Release 11.15(519). Interest on each advance bearing interest at the Base
     Rate shall be calculated on the basis of a year of 360 days and actual days
     elapsed, and shall be payable on the last day of each calendar quarter and
     at maturity; or

(b)  The rate on one, three or six month Eurodollar deposits (London) as
     determined from Federal Reserve Statistical Release H.15(519) plus the
     applicable LIBOR margin as set forth in the following grid:



                                            Applicable LIBOR Margin
 Borrower's Leverage Ratio (Debt/Equity)        for LIBOR Loans
- -----------------------------------------   -----------------------
                                         
Less than 0.20:1.00                                  0.375%
0.20:1.00 through but less than 0.25:1.00            0.425%
0.25:1.00 through but less than 0.30:1.00            0.475%
0.30:1.00 through but less than 0.35:1.00            0.525%
Greater than  or equal to 0.35:1.00                  0.625%


     until paid in full or in the event of a default in which case the interest
     rate specified below shall apply.

     The principal sum plus interest thereon shall be repaid as follows:

1.   Quarterly payments of interest together with annual payments of principal
     to be amortized over a period equal to the term of the loan but in no event
     to exceed ten (10) years to complete repayment of the principal sum
     together with interest thereon.



     All payments due under this Note shall be due and payable without invoice
and shall be forwarded to Lender in Chicago, Illinois, 171 North Clark Street,
Attention: Asset Management Department Each payment shall be clearly marked as
to the loan and whether payment is of interest, of principal or a prepayment.
Prepayments of principal may be made at any time without penalty.

     In the event the maker fails to make any payment due hereunder at the time
and place specified, the holder may as a courtesy not as a matter of legal
obligation provide the maker with notice of such failure to pay. In the event
such failure to pay remains uncorrected for a period often (10) days or more,
the holder may, at its sole option, declare the whole amount remaining unpaid,
including principal and interest, to be due and payable at once. In the event of
any such unremedied failure to pay, with or without acceleration of the entire
indebtedness, the delinquent amount shall thereafter bear interest at the rate
of eighteen (18%) percent per annum until paid.

     The failure of the holder to provide notice of default to the maker shall
in no manner affect or alter its liability under this Note.

     In case this note is placed in the hands of an attorney for collection, the
maker agrees to pay a reasonable attorney's fee and costs of collection. The
maker waives notice, protest, presentment and notice of dishonor and agrees that
after maturity of this obligation or any installment thereof, the time for
payment of the same may be extended by the holder at the request of maker or
otherwise without releasing the maker hereof from liability.

     This note is additionally secured by a Collateral Pledge in favor of Lender
of certain shares of stock owned by CT&T in CTI, which shares shall not, without
prior approval of the Chief Financial Officer of CT&T, exceed 10% of all
outstanding shares of such company.

CHICAGO TITLE AND TRUST COMPANY


By: /s/
    ---------------------------------
    Authorized Officer


                                        2



                           COLLATERAL PLEDGE AGREEMENT

     This Agreement is made this 19th day of February, 1999 between Chicago
Title and Trust Company (CT&T) and Security Union Title Insurance Company
(Lender).

                                    RECITALS:

A.   Pursuant to a Master Loan Agreement dated February 1, 1999, Lender agreed
     to loan to CT&T the sum of $2,700,000 Dollars which loan and indebtedness
     is represented by a Promissory Note dated February 19,1999 executed by CT&T
     in favor of Lender.

B.   CT&T owns all of the issued and outstanding shares of Chicago Title
     Insurance Company (CTI) and deems the execution of such note to be in the
     best interest of CT&T.

C.   Lender agreed to make such loan only on the condition that it receive as
     additional security for the repayment thereof a collateral pledge of
     outstanding shares of CTI or other assets.

D.   Shareholder is willing to pledge shares in CTI to Lender as additional
     security for the repayment of such note and performance of CT&T under said
     Agreement and the subject Promissory Note.

     NOW, THEREFORE, it is agreed by and between the parties as follows:

1.   Pledge. CT&T does hereby assign, pledge and transfer to Lender all of its
     right, title and interest in and to a total of 428 shares of common stock
     of CTI evidenced by certificate Nos. _____ to _____ being no more than ten
     (10%) percent or less of the issued and outstanding shares of CTI.

2.   Collateral Security. This pledge is executed as collateral security for the
     repayment of that certain Promissory Note of even date herewith executed by
     CT&T.'

3.   Representations. Shareholder represents and warrants that it is owner of
     the shares pledged hereunder free and clear of any lien, claim or
     encumbrance whatsoever.

4.   Additional Shares. Any additional shares issued by a corporation whose
     shares are held during the period this pledge remains in effect shall be
     issued subject to the terms of this pledge with Lender enjoying pre-emptive
     rights to maintain its percentage interest in the company whose shares are
     pledged under this Agreement.

5.   Rights of Pledgee. During the term of this pledge, at Lender's option:

A.   Lender shall be registered in the records of Chicago Title and Trust as
     holder, as pledgee, of all outstanding shares of CTI, shall be entitled to
     receive notice of corporate action as though it were a shareholder of CTI
     and at its option and only to preserve the value of pledged shares, shall
     be entitled to vote the shares of CTI in its possession as pledgee.



B.   CTI shall declare and pay dividends only with the written consent of
     Lender.

Executed this 19th day of February, 1999.

CHICAGO TITLE AND TRUST COMPANY         SECURITY UNION TITLE INSURANCE COMPANY


By /s/                                  By /s/
   ----------------------------------      -------------------------------------
   Authorized Officer                      Authorized Officer


                                       2



                                BORROWING REQUEST

     Pursuant to Master Loan Agreement dated February 1, 1999, Chicago Title and
Trust Company makes the following borrowing request:



                                         Effective Date and
Lender                  Amount of Loan    Duration of Loan      Terms of Repayment
- ------                  --------------   ------------------   ----------------------
                                                     
Ticor Title Insurance     $6,000,000      2/19/99, 10 years     $600,000 per year,
Company                                    Due 12/31/2008     due 12/31 of each year


Collateralization (Amount of shares. estimated value. Etc.)

950 shares of Chicago Title Insurance Company common stock having a statutory
value of $7,505,787 at December 31, 1998

Interest Rate

Initially 1 month LIBOR plus applicable LIBOR Margin, to be reset from time to
time

Regulatory Actions

None

                                        CHICAGO TITLE AND TRUST COMPANY


                                        By: /s/
                                            ------------------------------------
                                            Authorized Officer


BORROWING REQUEST
APPROVED BY LENDER:

TICOR TITLE INSURANCE COMPANY


By: /s/
    ---------------------------------
    Authorized Officer

Date: February 19, 1999



                                PROMISSORY NOTE

$6,000,000                                                     February 19, 1999
                                                               Chicago, Illinois

     For value received and pursuant to that certain Master Loan Agreement dated
February 1, 1999 between CHICAGO TITLE AND TRUST COMPANY (CT&T), CHICAGO TITLE
INSURANCE COMPANY (CTI), TICOR TITLE INSURANCE COMPANY (Ticor) and SECURITY
UNION TITLE INSURANCE COMPANY (SO), CT&T promises to pay to Ticor (Lender), or
to its order, the principal sum of Six Million ($6,000,000) Dollars
(representing the proceeds of a loan to be used for business purposes) together
with interest on the unpaid principal sum from this date at the rate per annum
equal, at Borrowers option, to:

(a)  The "Base Rate," which means, for any day, a rate per annum equal to the
     higher of (a) the Federal Funds Rate for such day plus one half of one.
     percent (1/2%) or (b) the "Prime Rate" (hereinafter defined) for such day.
     "Prime Rate" means the bank prime loan rate per Federal Reserve Statistical
     Release H.15(519). Interest on each advance bearing interest at the Base
     Rate shall be calculated on the basis of a year of 360 days and actual days
     elapsed, and shall be payable on the last day of each calendar quarter and
     at maturity; or

(b)  The rate on one, three or six month Eurodollar deposits (London) as
     determined from Federal Reserve Statistical Release H.15(519) plus the
     applicable LIBOR margin as set forth in the following grid:



                                            Applicable LIBOR Margin
 Borrower's Leverage Ratio (Debt/Equity)        for LIBOR Loans
- -----------------------------------------   -----------------------
                                         
Less than 0.20:1.00                                  0.375%
0.20:1.00 through but less than 0.25:1.00            0.425%
0.25:1.00 through but less than 0.30:1.00            0.475%
0.30:1.00 through but less than 0.35:1.00            0.525%
Greater than  or equal to 0.35:1.00                  0.625%


     until paid in full or in the event of a default in which case the interest
     rate specified below shall apply.

     The principal sum plus interest thereon shall be repaid as follows:

1.   Quarterly payments of interest together with annual payments of principal
     to be amortized over a period equal to the_ term of the loan but in no
     event to exceed ten (10) years to complete repayment of the principal sum
     together with interest thereon.



     All payments due under this Note shall be due and payable without invoice
and shall be forwarded to Lender in Chicago, Illinois, 171 North Clark Street,
Attention: Asset Management Department. Each payment shall be clearly marked as
to the loan and whether payment is of interest, of principal or a prepayment.
Prepayments of principal may be made at any time without penalty.

     In the event the maker fails to make any payment due hereunder at the time
and place specified, the holder may as a courtesy not as a matter of legal
obligation provide the maker with notice of such failure to pay. In the event
such failure to pay remains uncorrected for a period of ten (10) days or more,
the holder may, at its sole option, declare the whole amount remaining unpaid,
including principal and interest, to be due and payable at once. In the event of
any such unremedied failure to pay, with or without acceleration of the entire
indebtedness, the delinquent amount shall thereafter bear interest at the rate
of eighteen (18%) percent per annum until paid.

     The failure of the holder to provide notice of default to the maker shall
in no manner affect or alter its liability under this Note.

     In case this note is placed in the hands of an attorney for collection, the
maker agrees to pay a reasonable attorney's fee and costs of collection. The
maker waives notice, protest, presentment and notice of dishonor and agrees that
after maturity of this obligation or any installment thereof, the time for
payment of the same may be extended by the holder at the request of maker or
otherwise without releasing the maker hereof from liability.

     This note is additionally secured by a Collateral Pledge in favor of Lender
of certain shares of stock owned by CT&T in CTI, which shares shall not, without
prior approval of the Chief Financial Officer of CT&T, exceed 10% of all
outstanding shares of such company.

CHICAGO TITLE AND TRUST COMPANY


By: /s/
    ---------------------------------
    Authorized Officer


                                       2



                           COLLATERAL PLEDGE AGREEMENT

     This Agreement is made this 19th day of February, 1999 between Chicago
Title and Trust Company (CT&T) and Ticor Title Insurance Company (Lender).

                                   RECITALS:

A.   Pursuant to a Master Loan Agreement dated February 1, 1999, Lender agreed
     to loan to CT&T the sum of $6,000,000 Dollars which loan and indebtedness
     is represented by a Promissory Note dated February 19,1999 executed by CT&T
     in favor of Lender.

B.   CT&T owns all of the issued and outstanding shares of Chicago Title
     Insurance Company (CTI) and deems the execution of such note to be in the
     best interest of CT&T.

C.   Lender agreed to make such loan only on the condition that it receive as
     additional security for the repayment thereof a collateral pledge of
     outstanding shares of CTI or other assets.

D.   Shareholder is willing to pledge shares in CTI to Lender as additional
     security for the repayment of such note and performance of CT&T under said
     Agreement and the subject Promissory Note.

     NOW, THEREFORE, it is agreed by and between the parties as follows:

1.   Pledge. CT&T does hereby assign, pledge and transfer to Lender all of its
     right, title and interest in and to a total of 950 shares of common stock
     of CTI evidenced by certificate Nos. _____ to ______ being no more than ten
     (10%) percent or less of the issued and outstanding shares of CTI.

2.   Collateral Security. This pledge is executed as collateral security for the
     repayment of that certain Promissory Note of even date herewith executed by
     CT&T.

3.   Representations. Shareholder represents and warrants that it is owner of
     the shares pledged hereunder free and clear of any lien, claim or
     encumbrance whatsoever.

4.   Additional Shares. Any additional shares issued by a corporation whose
     shares are held during the period this pledge remains in effect shall be
     issued subject to the terms of this pledge with Lender enjoying pre-emptive
     rights to maintain its percentage interest in the company whose shares are
     pledged under this Agreement.

5.   Rights of Pledgee. During the term of this pledge, at Lender's option:

A.   Lender shall be registered in the records of Chicago Title and Trust as
     holder, as pledgee, of all outstanding shares of CTI, shall be entitled to
     receive notice of corporate action as though it were a shareholder of CTI
     and at its option and only to preserve the value of pledged shares, shall
     be entitled to vote the shares of CTI in its possession as pledgee.

B.   CTI shall declare and pay dividends only with the written consent of
     Lender.



Executed this 19th day of February, 1999.

CHICAGO TITLE AND TRUST COMPANY         TICOR TITLE INSURANCE COMPANY


By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
    Authorized Officer                      Authorized Officer


                                        2



                                PROMISSORY NOTE

$10,600,000                                                    February 19, 1999
                                                               Chicago, Illinois

     For value received and pursuant to that certain Master Loan Agreement dated
February 1, 1999 between CHICAGO TITLE AND TRUST COMPANY (CT&T), CHICAGO TITLE
INSURANCE COMPANY (CTI), TICOR TITLE INSURANCE COMPANY (Ticor) and SECURITY
UNION TITLE INSURANCE COMPANY (SU), CT&T promises to pay to CTI (Lender), or to
its order, the principal sum of Ten Million Six Hundred Thousand ($10,600,000)
Dollars (representing the proceeds of a loan to be used for business purposes)
together with interest on the unpaid principal sum from this date at the rate
per annum equal, at Borrowers option, to:

(a)  The "Base Rate," which means, for any day, a rate per annum equal to the
     higher of (a) the Federal Funds Rate for such day plus one half of one
     percent (1/2%) or (b) the "Prime Rate" (hereinafter defined) for such day.
     "Prime Rate" means the bank prime loan rate per Federal Reserve Statistical
     Release H.15(519). Interest on each advance bearing interest at the Base
     Rate shall be calculated on the basis of a year of 360 days and actual days
     elapsed, and shall be payable on the last day of each calendar quarter and
     at maturity; or

(b)  The rate on one, three or six month Eurodollar deposits (London) as
     determined from Federal Reserve Statistical Release H.15(519) plus the
     applicable LIBOR margin as set forth in the following grid:



                                            Applicable LIBOR Margin
 Borrower's Leverage Ratio (Debt/Equity)        for LIBOR Loans
- -----------------------------------------   -----------------------
                                         
Less than 0.20:1.00                                  0.375%
0.20:1.00 through but less than 0.25:1.00            0.425%
0.25:1.00 through but less than 0.30:1.00            0.475%
0.30:1.00 through but less than 0.35:1.00            0.525%
Greater than or equal to 0.35:1.00                   0.625%


     until paid in full or in the event of a default in which case the interest
     rate specified below shall apply.

     The principal sum plus interest thereon shall be repaid as follows:

1.   Quarterly payments of interest together with annual payments of principal
     to be amortized over a period equal to the term of the loan but in no event
     to exceed ten (10) years to complete repayment of the principal sum
     together with interest thereon.


                                       1



     All payments due under this Note shall be due and payable without invoice
and shall be forwarded to Lender in Chicago, Illinois, 171 North Clark Street,
Attention: Asset Management Department. Each payment shall be clearly marked as
to the loan and whether payment is of interest, of principal or a prepayment.
Prepayments of principal may be made at any time without penalty.

     In the event the maker fails to make any payment due hereunder at the time
and place specified, the holder may as a courtesy not as a matter of legal
obligation provide the maker with notice of such failure to pay. In the event
such failure to pay remains uncorrected for a period of ten (10) days or more,
the holder may, at its sole option, declare the whole amount remaining unpaid,
including principal and interest, to be due and payable at once. In the event of
any such unremedied failure to pay, with or without acceleration of the entire
indebtedness, the delinquent amount shall thereafter bear interest at the rate
of eighteen (18%) percent per annum until paid.

     The failure of the holder to provide notice of default to the maker shall
in no manner affect or alter its liability under this Note.

     In case this note is placed in the hands of an attorney for collection, the
maker agrees to pay a reasonable attorney's fee and costs of collection. The
maker waives notice, protest, presentment and notice of dishonor and agrees that
after maturity of this obligation or any installment thereof, the time for
payment of the same may be extended by the holder at the request of maker or
otherwise without releasing the maker hereof from liability.

     This note is additionally secured by a Collateral Pledge in favor of Lender
of certain shares of stock owned by CT&T in Ticor and SU, which shares shall
not, without prior approval of the Chief Financial Officer of CT&T, exceed 10%
of all outstanding shares of such company.

CHICAGO TITLE AND TRUST COMPANY


By: /s/
    ---------------------------------
    Authorized Officer


                                       2



                                BORROWING REQUEST

     Pursuant to Master Loan Agreement dated February 1, 1999, Chicago Title and
Trust Company makes the following borrowing request:



                                     Effective Date and
Lender              Amount of Loan    Duration of Loan      Terms of Repayment
- ------              --------------   ------------------   ----------------------
                                                 
Chicago Title         $10,600,000     2/19/99, 10 years    $1,060,000 per year,
Insurance Company                      Due 12/31/2008     due 12/31 of each year


Collateralization (Amount of shares. estimated value. Etc.)

29,999 shares of Ticor Title Insurance Company common stock having a statutory
value of $7,843,078 at December 31, 1998

549 shares of Security Union Title Insurance Company common stock having a
statutory value of $5,456,024 at December 31, 1998

Interest Rate

Initially 1 month LIBOR plus applicable LIBOR Margin, to be reset from time to
time

Regulatory Actions

None

                                        CHICAGO TITLE AND TRUST COMPANY


                                        By: /s/
                                            ------------------------------------
                                            Authorized Officer


BORROWING REQUEST
APPROVED BY LENDER:

CHICAGO TITLE INSURANCE COMPANY


By: /s/
    ---------------------------------
    Authorized Officer

Date: February 19, 1999


                                       3



                          COLLATERAL PLEDGE AGREEMENT

     This Agreement is made this 19th day of February, 1999 between CHICAGO
TITLE AND TRUST COMPANY (CT&T) and Chicago Title Insurance Company (Lender).

                                   Recitals:

A.   Pursuant to a Master Loan Agreement dated February 1, 1999, Lender agreed
     to loan to CT&T the sum of $10,600,000 Dollars which loan and indebtedness
     is represented by a Promissory Note dated February 19, 1999 executed by
     CT&T in favor of Lender.

B.   CT&T owns all of the issued and outstanding shares of Ticor Title Insurance
     Company (Ticor) and Security Union Title Insurance Company (SU) and deems
     the execution of such note to be in the best interest of CT&T.

C.   Lender agreed to make such loan only on the condition that it receive as
     additional security for the repayment thereof a collateral pledge of
     outstanding shares of Ticor and SU or other assets.

D.   Shareholder is willing to pledge shares in Ticor and SU to Lender as
     additional security for the repayment of such note and performance of CT&T
     under said Agreement and the subject Promissory Note.

     NOW, THEREFORE, it is agreed by and between the parties as follows:

1.   Pledge. CT&T does hereby assign, pledge and transfer to Lender all of its
     right, title and interest in and to a total of 29,999 shares of common
     stock of Ticor evidenced by certificate Nos.____ to ______ and 549 shares
     of SU evidenced by certificate Nos.____ to _____ being no more than ten
     (10%) percent or less of the issued and outstanding shares of Ticor or no
     more than ten (10%) or less of the issued and outstanding shares of SU.

2.   Collateral Security. This pledge is executed as collateral security for the
     repayment of that certain Promissory Note of even date herewith executed by
     CT&T.

3.   Representations. Shareholder represents and warrants that it is owner of
     the shares pledged hereunder free and clear of any lien, claim or
     encumbrance whatsoever.

4.   Additional Shares. Any additional shares issued by a corporation whose
     shares are held during the period this pledge remains in effect shall be
     issued subject to the terms of this pledge with Lender enjoying pre-emptive
     rights to maintain its percentage interest in the company whose shares are
     pledged under this Agreement.

5.   Rights of Pledgee. During the term of this pledge, at Lender's option:

A.   Lender shall be registered in the records of Chicago Title and Trust as
     holder, as pledgee, of all outstanding shares of Ticor and SU, shall be
     entitled to receive notice of corporate action as though it were a
     shareholder of Ticor and SU and at its option and only to



     preserve the value of pledged shares, shall be entitled to vote the shares
     of Ticor and SU in its possession as pledgee.

B.   Ticor and SU shall declare and pay dividends only with the written consent
     of Lender.

Executed this 19th day of February, 1999.

CHICAGO TITLE AND TRUST COMPANY         CHICAGO TITLE INSURANCE COMPANY


By: /s/                                 By: /s/
    ---------------------------------       ------------------------------------
    Authorized Officer                      Authorized Officer


                                        2

                                                                   EXHIBIT 10.43


                   OTS AND OTS GOLD SOFTWARE LICENSE AGREEMENT

This SOFTWARE LICENSE AGREEMENT (the "Agreement") is dated as of March 4, 2005
("Effective Date") and is made by and between ROCKY MOUNTAIN SUPPORT SERVICES,
INC., an Arizona corporation ("RMSS"), and FIDELITY NATIONAL TAX SERVICE, INC.,
a California corporation ("Licensee").

1.   DEFINITIONS.

     As used in this Agreement:

     1.1  "ASSISTANCE" shall mean installation, conversion planning, conversion,
          consulting assistance, workshops, training or education classes which
          may be performed by RMSS, or other functions mutually agreed to be
          "Assistance" by Licensee and RMSS.

     1.2  "COMPETITOR" shall mean a natural or legal person offering a product
          that competes with RMSS Software.

     1.3  "DAYS" shall mean calendar days, unless otherwise specified.

     1.4  "DOCUMENTATION" shall mean RMSS's standard operating instructions
          relating to the RMSS Software, consisting of one copy of the object
          code form of the RMSS Software; a copy of manuals consisting of
          instructions and procedures for systems and operations personnel and
          end users of RMSS Software, if any, and related documentation, if any.
          RMSS will deliver the Documentation to Licensee in paper form, on CD
          ROM or electronically, at RMSS's discretion (except that RMSS Software
          shall be delivered on machine readable media). Licensee acknowledges
          that not all items of Documentation are available in all forms of
          media. RMSS shall have the right to change the medium upon which the
          Documentation is delivered to Licensee without notice to Licensee.
          Upon electronic delivery of Documentation, any obligation of RMSS to
          deliver multiple numbers of copies of such Documentation to Licensee
          shall have no further force or effect.

     1.5  "ESCALATION PROCEDURES" shall mean the procedures set forth in Section
          10 of this Agreement.

     1.6  "INSTALLATION SITE" shall mean the location at which the RMSS Software
          is installed and which is owned or controlled by Licensee, or a
          Licensee contractor (who is not a Competitor and who has executed a
          nondisclosure agreement consistent with the terms of this Agreement)
          providing use of systems to Licensee, and which is located in the
          United States. The initial Installation Site address(es) is/are listed
          in Section 2 of Exhibit A. Licensee may update the list of
          Installation Sites from time to time upon thirty (30) days prior
          written notice to RMSS.



     1.7  "LICENSEE SERVER SOFTWARE" shall mean those client-server based
          applications developed by RMSS that are set forth in Section 1.1 of
          Exhibit A hereto necessary to use of the RMSS Software.

     1.8  "MODIFICATION" shall mean any customization, enhancement, modification
          or change made to the RMSS Software authored by or for RMSS under this
          Agreement.

     1.9  "PC SOFTWARE" shall mean those personal computer-based applications
          developed by RMSS that are set forth in Section 1.2 of Exhibit A.

     1.10 "PROPRIETARY INFORMATION" shall mean all information disclosed by or
          for Licensee or RMSS to the other during the negotiations hereof
          and/or learned by reason of the relationship established hereunder or
          pursuant hereto, including, without limitation, the RMSS Software,
          Documentation, Releases, Modifications and all information, data and
          designs related thereto. Information relating to each party's
          business, plans, affiliates or customers shall also be deemed
          "Proprietary Information" for purposes of the Agreement. "Proprietary
          Information" shall also include all "non-public personal information"
          as defined in Title V of the Gramm-Leach-Bliley Act (15 U.S.C. Section
          6801, et seq.) and the implementing regulations thereunder
          (collectively, the "GLB Act"), as the same may be amended from time to
          time, that RMSS receives from or at the direction of Licensee and that
          concerns any of Licensee's "customers" and/or "consumers" (as defined
          in the GLB Act).

     1.11 "RELEASE" shall mean new versions, corrections, revisions, updates,
          modifications and enhancements to the RMSS Software and related
          Documentation made available to Licensee or generally made available
          without charge to licensees of the RMSS Software not purchasing
          Maintenance from RMSS.

     1.12 "RMSS SOFTWARE" shall mean the object code and/or Source Code of any
          program or part of a program as described in Exhibit A licensed
          hereunder to Licensee but including in all events the products known
          between the parties as OTS and OTS Gold.

     1.13 "SOURCE CODE" of RMSS Software shall mean a copy of the source code
          (or comparable high level coding) for the RMSS Software, including any
          annotations therein, certified by RMSS to Licensee, upon each
          prospective delivery to Licensee (if any), as a complete and accurate
          copy of source code corresponding to the RMSS Software as last
          delivered or otherwise made available in object code by RMSS (whether
          in pieces or in an integrated whole).

     1.14 "SUBSIDIARY" shall mean any majority-owned or otherwise controlled,
          direct or indirect subsidiary.


                                       2



2.   GRANT OF LICENSE.

     2.1  GRANT. Subject to Licensee's full payment, as due, of fees listed in
          Exhibit B, RMSS hereby grants to Licensee, and Licensee accepts from
          RMSS, a world-wide nonexclusive, "AS IS", perpetual, irrevocable right
          and license (except as otherwise provided for herein) to use,
          reproduce, modify, and create derivative works of the RMSS Software
          and Documentation at the Installation Site(s), subject to the
          restrictions and obligations set forth herein.

     2.2  DELIVERY. Licensee acknowledges and agrees that it has received, prior
          to the Effective Date, delivery of the RMSS Software in Source Code
          form and the Documentation.

3.   SOFTWARE USE RESTRICTIONS.

     3.1  RESTRICTIONS ON RMSS SOFTWARE.

          (a)  Licensee may not use the RMSS Software in a service bureau or in
               a time share arrangement.

          (b)  Licensee may not sell, lease, assign, transfer, distribute or
               sublicense the RMSS Software or Documentation, to any party that
               is not a (direct or indirect) Subsidiary of Licensee. Licensee
               may not sell, lease, assign, transfer, distribute or sublicense
               the Source Code to any person or entity at any time, except that
               Licensee may sublicense the Source Code to a Subsidiary of
               Fidelity National Information Services, Inc., a Delaware
               corporation ("FNIS"), as necessary to exercise Licensees rights
               to modify and create derivative works of the RMSS Software and
               Documentation.

          (c)  Licensee may not provide copies of, or allow use of or access to,
               the RMSS Software to any person, firm, or corporation except as
               permitted under Sections 3.1(b) above, and except as to
               Licensee's non-Competitor contractors or subcontractors who have
               executed nondisclosure terms consistent with the confidentiality
               terms herein.

     3.2  ADDITIONAL RESTRICTIONS ON PC SOFTWARE.

          (a)  Except as specifically set forth herein, all other restrictions
               on use, copying or disclosure of the RMSS Software and Licensee's
               agreement to maintain the confidentiality thereof shall apply to
               the PC Software and its Documentation.

          (b)  Licensee may not modify the PC Software (although RMSS may do so
               on Licensee's behalf as part of Assistance.)


                                       3



4.   TERM; TERMINATION

     4.1  The term of license shall be perpetual subject to termination in
          accordance with the terms herein.

     4.2  Licensee may terminate the license (for either or both of OTS or OTS
          Gold) for convenience upon no less than ninety (90) Days prior written
          notice to the other.

     4.3  A license enjoyed by a Subsidiary of FNIS shall terminate without
          further formality upon such entity's ceasing to be a Subsidiary of
          FNIS. A license enjoyed by a Subsidiary of Licensee shall terminate
          without further formality upon the six month anniversary date after
          such entity's ceasing to be a Subsidiary of Licensee. Licensee shall
          cause such Subsidiary to agree to migrate its data off the RMSS
          Software and onto an alternative product during the above described
          six month period. In any event, if the Subsidiary becomes a Subsidiary
          of a Competitor, the license to the Subsidiary shall terminate
          immediately.

     4.4  In the event Licensee or a Licensee Subsidiary discloses any of the
          RMSS Software or any material part of the Documentation to a
          Competitor, then RMSS upon thirty Days prior written notice to
          Licensee, may terminate the license with respect to that portion
          relating to the RMSS Software and Documentation provided to such
          Competitor if Licensee on its own does not (or if Licensee does not
          cause its Subsidiary to) discontinue disclosure of the RMSS Software
          and Documentation to such Competitor within thirty (30) Days following
          Licensee's receipt of RMSS' written notice. Any such termination shall
          be effective upon the expiration of the cure period. The foregoing is
          intended to apply only to the remedy of termination. RMSS shall retain
          the right to pursue any other remedies in the event Licensee or its
          Subsidiary makes an unauthorized disclosure to a Competitor, including
          injunctive relief or recovery of damages, and, depending on the nature
          of the disclosure, requesting that Licensee undertake other measures
          in addition to simply discontinuing disclosure to the Competitor.

     4.5  In the event of termination of the license for any reason, Licensee
          and/or its Subsidiary, as applicable, shall promptly cease all use of
          the relevant RMSS Software, delete from its systems all copies of the
          relevant RMSS Software, and within thirty (30) Days of termination,
          return to RMSS all tangible copies of the relevant RMSS Software,
          together with certification that is has ceased such use, deleted such
          copies and returned such tangible copies as required hereunder.

     4.6  Each party acknowledges and agrees that, in the event of Licensee's
          breach or threatened breach or any provision of Sections 3, 4.3, 4.4,
          4.5 or 6, RMSS shall have no adequate remedy in damages and
          notwithstanding the dispute resolution provisions in Section 10
          hereof, is entitled to seek an injunction to prevent such breach or
          threatened breach; provided, however, no specification of a particular
          legal or equitable remedy is to be construed as a waiver, prohibition,
          or limitation of any legal or equitable remedies in the event of a
          breach hereof.


                                       4



5.   INTELLECTUAL PROPERTY RIGHTS.

     5.1  OWNERSHIP OF RMSS SOFTWARE AND DOCUMENTATION. From the date the RMSS
          Software and Documentation is (and was) first disclosed to Licensee,
          and at all times thereafter, as between the parties, RMSS and its
          licensors shall be the sole and exclusive owners of all right, title,
          and interest in and to the RMSS Software, Documentation and all
          Modifications, including, without limitation, all intellectual
          property and other rights related thereto. The parties acknowledge
          that this Agreement in no way limits or restricts RMSS and the RMSS
          Subsidiaries from developing or marketing on their own or for any
          third party, in the United States or any other country, the RMSS
          Software, Documentation or Modifications, or any similar software
          (including, but not limited to, any modification, enhancement,
          interface, upgrade, change and all software, Source Code, blueprints,
          diagrams, flow charts, specifications, functional descriptions or
          training materials relating thereto) without payment of any
          compensation to Licensee, or any notice to Licensee.

     5.2  DEVELOPMENT SERVICES. Licensee may from time to time wish to augment
          the RMSS product with additional functionality or utility, or to
          integrate it with Licensee systems from other sources, and for such
          purposes may request the provision of development services, in the
          form of Assistance from RMSS.

6.   CONFIDENTIALITY.

     6.1  CONFIDENTIALITY OBLIGATION. Proprietary Information (i) shall be
          deemed the property of the disclosing party (or the party for whom
          such data was collected or processed, if any), (ii) shall be used
          solely for the purposes of administering and otherwise implementing
          the terms of this Agreement and any ancillary agreements, and (iii)
          shall be protected by the receiving party in accordance with the terms
          of this Section 6.

     6.2  NON-DISCLOSURE COVENANT. Except as set forth in this Section, neither
          party shall disclose the Proprietary Information of the other party in
          whole or in part, including derivations, to any third party. If the
          parties agree to a specific nondisclosure period for a specific
          document, the disclosing party shall mark the document with that
          nondisclosure period. In the absence of a specific period, the duty of
          confidentiality for (a) RMSS Software, Source Code and related
          Documentation shall extend in perpetuity and (b) with respect to any
          other Proprietary Information shall extend for a period of five (5)
          years from disclosure. Proprietary Information shall be held in
          confidence by the receiving party and its employees, and shall be
          disclosed to only those of the receiving party's employees and
          professional advisors who have a need for it in connection with the
          administration and implementation of this Agreement. In no event shall
          Licensee disclose RMSS Proprietary Information to a Competitor of
          RMSS. Each party shall use the same degree of care and afford the same
          protections to the Proprietary Information of the other party as it
          uses and affords to its own Proprietary Information.


                                       5



     6.3  EXCEPTIONS. Proprietary Information shall not be deemed proprietary
          and, subject to the carve-out below, the receiving party shall have no
          obligation of nondisclosure with respect to any such information
          which:

          (i)  is or becomes publicly known through no wrongful act, fault or
               negligence of the receiving party;

          (ii) was disclosed to the receiving party by a third party that was
               free of obligations of confidentiality to the party providing the
               information;

          (iii) is approved for release by written authorization of the
               disclosing party;

          (iv) was known to the receiving party prior to receipt of the
               information;

          (v)  was independently developed by the receiving party without access
               to or use of the Proprietary Information of the disclosing party;
               or

          (vi) is publicly disclosed pursuant to a requirement or request of a
               governmental agency, or disclosure is required by operation of
               law.

          Notwithstanding application of any of the foregoing exceptions, in no
          event shall RMSS treat as other than Proprietary Information,
          information comprising nonpublic personal information under the GLB
          Act.

     6.4  CONFIDENTIALITY OF THIS AGREEMENT; PROTECTIVE ARRANGEMENTS.

          (a)  The parties acknowledge that this Agreement contains confidential
               information that may be considered proprietary by one or both of
               the parties, and agree to limit distribution of this Agreement to
               those employees of Licensee and RMSS with a need to know the
               contents of this Agreement or as required by law or national
               stock exchange rule. In no event may this Agreement be reproduced
               or copies shown to any third parties (except counsel, auditors
               and professional advisors) without the prior written consent of
               the other party, except as may be necessary by reason of legal,
               accounting, tax or regulatory requirements, in which event
               Licensee and RMSS agree to exercise reasonable diligence in
               limiting such disclosure to the minimum necessary under the
               particular circumstances.

          (b)  In addition, each party shall give notice to the other party of
               any demands to disclose or provide Proprietary Information of the
               other party under or pursuant to lawful process prior to
               disclosing or furnishing such Proprietary Information, and shall
               cooperate in seeking reasonable protective arrangements.

7.   CONTINUING UNDERTAKINGS.

     RMSS has no affirmative duties to Licensee hereunder with respect to the
     RMSS Software and Documentation. Licensee has elected not to contract for
     Maintenance Services relating to the Software hereunder and acknowledges
     that RMSS has no duty to offer same.


                                       6



8.   INVOICING AND PAYMENTS, PAST DUE AMOUNTS, CURRENCY.

     8.1  INVOICING AND PAYMENT REQUIREMENTS. RMSS shall invoice, at each
          anniversary of the Effective Date, for the fees described in Exhibit B
          hereto as well as for any expenses and any other applicable charges
          incurred and owing hereunder. In accordance with this Section 8.1,
          Licensee shall pay RMSS the invoiced amount in full on or prior to the
          thirty (30) Days after Licensee's receipt of such invoice unless
          Licensee notifies RMSS within such period that it is in good faith
          disputing RMSS' invoice. Licensee shall make all payments to RMSS by
          check, credit card or wire transfer of immediately available funds to
          an account or accounts designated by RMSS. Payment in full shall not
          preclude later dispute of charges or adjustment of improper payments.

     8.2  PAST DUE AMOUNTS. Any amount not received or disputed by Licensee by
          the date payment is due shall be subject to interest on the overdue
          balance at a rate equal to the prime rate as published in the table
          money rates in the Wall Street Journal on the date of payment (or the
          prior date on which the Wall Street Journal was published if not
          published on the date of payment), plus one percent from the due date,
          until paid, applied to the outstanding balance from time to time. Any
          amount paid but later deemed not to have been due, will be repaid or
          credited with interest on the same terms.

     8.3  CURRENCY. All fees and charges listed and referred to in this
          Agreement are stated in and shall be paid in U.S. Dollars.

9.   ASSISTANCE.

     9.1  BASIS FOR ASSISTANCE. If Licensee desires to purchase Assistance from
          RMSS or n MSS Subsidiary, such Assistance shall be provided pursuant
          to separate agreement.

10.  DISPUTE RESOLUTION.

     10.1 DISPUTE RESOLUTION PROCEDURES. If, prior to the termination of this
          Agreement or the license granted herein, and prior to notice of
          termination given by either party to the other, a dispute arises
          between RMSS and Licensee with respect to the terms and conditions of
          this Agreement, or any subject matter governed by this Agreement
          (other than disputes regarding a party's compliance with the
          provisions of Sections 3 and/or 6), such dispute shall be settled as
          set forth in this Section 10. If either party exercises its right to
          initiate the dispute resolution procedures under this Section 10, then
          during such procedure any time periods providing for termination of
          the Agreement or curing any material breach pursuant to the terms of
          this Agreement shall be suspended automatically, except with respect
          to any termination or breach arising out of Licensee's failure to make
          any undisputed timely and complete payments to RMSS under this
          Agreement. At such time as the dispute is resolved, if such dispute
          involved the payment of monies, interest at a rate equal to the prime
          rate as published in the table money


                                       7



          rates in the Wall Street Journal on the date the dispute is resolved
          (or the prior date on which the Wall Street Journal was published if
          not published on the date the dispute was resolved) plus one percent
          for the period of dispute shall be paid to the party entitled to
          receive the disputed monies to compensate for the lapsed time between
          the date such disputed amount originally was to have been paid (or was
          paid) through the date monies are paid (or repaid) in settlement of
          the dispute. Disputes arising under Sections 3 or 6 may be resolved by
          judicial recourse or in any other manner agreed by the parties.

     10.2 ESCALATION PROCEDURES.

          (a)  Each of the parties shall escalate and negotiate, in good faith,
               any claim or dispute that has not been satisfactorily resolved
               between the parties at the level where the issue is discovered
               and has immediate impact (excluding issues of title to work
               product, which shall be initially addressed at the general
               counsel level but otherwise pursuant to Section 10.2(b)
               following). To this end, each party shall escalate any and all
               unresolved disputes or claims in accordance with this Section
               10.2 at any time to persons responsible for the administration of
               the relationship reflected in this Agreement. The location,
               format, frequency, duration and conclusion of these elevated
               discussions shall be left to the discretion of the
               representatives involved. If such parties do not resolve the
               underlying dispute within ten (10) Days of its escalation to
               them, then either party may notify the other in writing that
               he/she desires to elevate the dispute or claim to the President
               of RMSS and the President of Licensee or their designated
               representative(s) for resolution.

          (b)  Upon receipt by a party of a written notice escalating the
               dispute to the company president level, the President of RMSS and
               the President of Licensee or their designated representative(s)
               shall promptly communicate with his/her counter party, negotiate
               in good faith and use reasonable efforts to resolve such dispute
               or claim. The location, format, frequency, duration and
               conclusion of these elevated discussions shall be left to the
               discretion of the representatives involved. Upon agreement, such
               representatives may utilize other alternative dispute resolution
               procedures to assist in the negotiations. If the parties have not
               resolved the dispute within ten (10) Days after receipt of the
               notice elevating the dispute to this level, either may once again
               escalate the dispute to binding arbitration.

          (c)  All discussions and correspondence among the representatives for
               purposes of these negotiations shall be treated as Proprietary
               Information developed for purposes of settlement, exempt from
               discovery and production, which shall not be admissible in any
               subsequent proceedings between the parties. Documents identified
               in or provided with such communications, which are not prepared
               for purposes of the negotiations, are not so exempted and may, if
               otherwise admissible, be admitted in evidence in such subsequent
               proceeding.


                                       8



     10.3 ARBITRATION PROCEDURES. If a claim, controversy or dispute between the
          parties with respect to the terms and conditions of this Agreement, or
          any subject matter governed by this Agreement (and not otherwise
          excepted), has not been timely resolved pursuant to the foregoing
          escalation process, upon notice either party may initiate binding
          arbitration of the issue in accordance with the following procedures.

          (a)  Either party may request arbitration by giving the other party
               written notice to such effect, which notice shall describe, in
               reasonable detail, the nature of the dispute, controversy or
               claim. Such arbitration shall be governed by the then current
               version of the Commercial Arbitration Rules and Mediation
               Procedures of the American Arbitration Association. The
               Arbitration will be conducted in Jacksonville, Florida in front
               of one mutually agreed upon arbitrator.

          (b)  Each party shall bear its own fees, costs and expenses of the
               arbitration and its own legal expenses, attorneys' fees and costs
               of all experts and witnesses. Unless the award provides
               otherwise, the fees and expenses of the arbitration procedures,
               including the fees of the arbitrator or arbitrators, will be
               shared equally by the involved parties.

          (c)  Any award rendered pursuant to such arbitration shall be final,
               conclusive and binding upon the parties, and any judgment thereon
               may be entered and enforced in any court of competent
               jurisdiction.

11.  LIMITATION OF LIABILITY.

     11.1 EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL
          MISCONDUCT, BY REASON OF AN INDEMNITY OBLIGATION HEREUNDER OR BY
          REASON OF A BREACH OF WARRANTY, EITHER PARTY'S LIABILITY FOR ANY CLAIM
          OR CAUSE OF ACTION WHETHER BASED IN CONTRACT, TORT OR OTHERWISE WHICH
          ARISES UNDER OR IS RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE
          OTHER PARTY'S DIRECT OUT-OF-POCKET DAMAGES, ACTUALLY INCURRED, WHICH
          UNDER NO CIRCUMSTANCES SHALL EXCEED, IN THE AGGREGATE, THE AMOUNT PAID
          BY LICENSEE TO RMSS UNDER THIS AGREEMENT FOR THE 12-MONTH PERIOD
          IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

     11.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL,
          PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER
          OR THE CLAIMS OR DEMANDS MADE BY ANY THIRD PARTIES, WHETHER OR NOT IT
          HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


                                       9



     11.3 LICENSEE SOFTWARE. RMSS has no obligation or liability, either express
          or implied, with respect to the compatibility of RMSS Software with
          any other software unless provided or specified by RMSS including, but
          not limited to, Licensee software and/or Licensee-provided third party
          software.

12.  INDEMNIFICATION.

     12.1 PROPERTY DAMAGE. Subject to Section 11 hereof, each party agrees to
          indemnify, defend and hold harmless the other and its officers,
          directors, employees, and affiliates (including, where applicable,
          each RMSS Subsidiary and Licensee affiliates), and agents from any and
          all liabilities, losses, costs, damages and expenses (including
          reasonable attorneys' fees) arising from or in connection with the
          damage, loss (including theft) or destruction of any real property or
          tangible personal property of the indemnified party resulting from the
          actions or inactions of any employee, agent or subcontractor of the
          indemnifying party insofar as such damage arises out of or is
          ancillary to fulfilling its obligations under this Agreement and to
          the extent such damage is due to any negligence, breach of statutory
          duty, omission or default of the indemnifying party, its employees,
          agents or subcontractors.

     12.2 INFRINGEMENT OF RMSS SOFTWARE. RMSS agrees to defend at its own
          expense, any claim or action brought by any third party against
          Licensee and/or against its officers, directors, and employees and
          affiliates, for actual or alleged infringement within the United
          States of any patent, copyright or other intellectual property right
          (including, but not limited to, misappropriation of trade secrets)
          based upon the RMSS Software (except to the extent such infringement
          claim is caused by a Licensee-specified Modification to the RMSS
          Software which could not have been made in a non-infringing manner) or
          caused by the combination of RMSS Software with software or hardware
          not provided, specified or approved by RMSS, or based upon the Third
          Party Software ("Indemnified RMSS Software"). Licensee, at its sole
          discretion and cost, may participate in the defense and all
          negotiations for its settlement or compromise. RMSS further agrees to
          indemnify and hold Licensee, its officers, directors, employees and
          affiliates harmless from and against any and all liabilities, losses,
          costs, damages, and expenses (including reasonable attorneys' fees)
          associated with any such claim or action incurred by Licensee. RMSS
          shall conduct and control the defense of any such claim or action and
          negotiations for its settlement or compromise, by the payment of
          money. RMSS shall give Licensee, and Licensee shall give RMSS, as
          appropriate, prompt written notice of any written threat, warning or
          notice of any such claim or action against RMSS or Licensee, as
          appropriate, or any other user or any supplier of components of the
          Indemnified RMSS Software, which could have an adverse impact on
          Licensee's use of same, provided RMSS or Licensee, as appropriate,
          knows of such claim or action. If in any such suit so defended, all or
          any part of the Indemnified RMSS Software (or any component thereof)
          is held to constitute an infringement or violation of any other
          party's intellectual property rights and is enjoined, RMSS shall at
          its sole option take one or more of the following actions at no
          additional cost to Licensee: (i) procure the right to


                                       10



          continue the use of the same without material interruption for
          Licensee; (ii) replace the same with non-infringing software; (iii)
          modify said Indemnified RMSS Software so as to be non-infringing; or
          (iv) take back the infringing Indemnified RMSS Software and credit
          Licensee with an amount equal to its prepaid but unused license fees
          hereunder. The foregoing represents the sole and exclusive remedy of
          Licensee for infringement or alleged infringement.

     12.3 DISPUTE RESOLUTION. The provisions of Section 12 shall apply with
          respect to the submission of any claim for indemnification under this
          Agreement and the resolution of any disputes relating to such claim.

13.  FORCE MAJEURE, TIME OF PERFORMANCE AND INCREASED COSTS.

     13.1 FORCE MAJEURE.

          (a)  Neither party shall be held liable for any delay or failure in
               performance of its obligations under this Agreement from any
               cause which with the observation of reasonable care, could not
               have been avoided - which may include, without limitation, acts
               of civil or military authority, government regulations,
               government agencies, epidemics, war, terrorist acts, riots,
               insurrections, fires, explosions, earthquakes, nuclear accidents,
               floods, power blackouts affecting facilities (the "Affected
               Performance").

          (b)  Upon the occurrence of a condition described in Section 13.1(a),
               the party whose performance is affected shall give written notice
               to the other party describing the Affected Performance, and the
               parties shall promptly confer, in good faith, to agree upon
               equitable, reasonable action to minimize the impact on both
               parties of such condition, including, without limitation,
               implementing disaster recovery procedures. The parties agree that
               the party whose performance is affected shall use commercially
               reasonable efforts to minimize the delay caused by the force
               majeure events and recommence the Affected Performance. If the
               delay caused by the force majeure event lasts for more than
               fifteen (15) Days, the parties shall negotiate an equitable
               amendment to this Agreement with respect to the Affected
               Performance. If the parties are unable to agree upon an equitable
               amendment within ten (10) Days after such fifteen (15)-Day period
               has expired, then either party shall be entitled to serve thirty
               (30) Days' notice of termination on the other party with respect
               to only such Affected Performance. The remaining portion of the
               Agreement that does not involve the Affected Performance shall
               continue in full force and effect. RMSS shall be entitled to be
               paid for that portion of the Affected Performance which it
               completed through the termination date.

     13.2 TIME OF PERFORMANCE AND INCREASED COSTS. RMSS's time of performance
          under this Agreement shall be adjusted, if and to the extent
          reasonably necessary, in the event and to the extent that (i) Licensee
          fails to timely submit material data or materials in the prescribed
          form or in accordance with the requirements of this


                                       11



          Agreement, (ii) Licensee fails to perform on a timely basis, the
          material functions or other responsibilities of Licensee described in
          this Agreement, (iii) Licensee or any governmental agency authorized
          to regulate or supervise Licensee makes any special request, which is
          affirmed by Licensee and/or compulsory on RMSS, which affects RMSS's
          normal performance schedule, or (iv) Licensee has modified the RMSS
          Software in a manner affecting RMSS's burden. In addition, if any of
          the above events occur, and such event results in an increased cost to
          RMSS, RMSS shall estimate such increased costs in writing in advance
          and, upon Licensee's approval, Licensee shall be required to pay any
          and all such reasonable, increased costs to RMSS upon documented
          expenditure, up to 110% of the estimate.

14.  NOTICES.

     14.1 NOTICES. Except as otherwise provided under this Agreement or in the
          Exhibits, all notices, demands or requests or other communications
          required or permitted to be given or delivered under this Agreement
          shall be in writing and shall be deemed to have been duly given when
          received by the designated recipient. Written notice may be delivered
          in person or sent via reputable air courier service and addressed as
          set forth below:

          If to Licensee: Fidelity National Tax Service, Inc.
                          17911 Von Karman Avenue, Suite 300
                          Irvine, CA 92614
                          Attn: President

          with a copy to: Fidelity National Information Services, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: General Counsel

          If to RMSS:     Rocky Mountain Support Services, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: President

          with a copy to: Fidelity National Financial, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: General Counsel

     14.2 CHANGE OF ADDRESS. The address to which such notices, demands,
          requests, elections or other communications are to be given by either
          party may be changed by written notice given by such party to the
          other party pursuant to this Section.


                                       12



15.  WARRANTIES.

     15.1 PERFORMANCE OF OBLIGATIONS. Each party represents and warrants to the
          other that it shall perform its respective obligations under this
          Agreement in a professional and workmanlike manner.

     15.2 COMPLIANCE WITH LAW. RMSS warrants that (i) it has the power and
          corporate authority to enter into and perform this Agreement, (ii) its
          performance of this Agreement does not and will not violate any
          governmental law, regulation, rule or order, contract, charter or
          by-law; (iii) it has sufficient right, title and interest (or another
          Subsidiary of Fidelity National Financial, Inc. has or will grant it
          sufficient license rights) in the RMSS Software to grant the licenses
          herein granted, (iv) it has received no written notice of any third
          party claim or threat of a claim alleging that any part of the RMSS
          Software infringes the rights of any third party in any of the United
          States, and (v) each item of RMSS Software provided by or for RMSS to
          Licensee shall be delivered free of undisclosed trapdoors, Trojan
          horses, time bombs, time outs, spyware, viruses or other code which,
          with the passage of time, in the absence of action or upon a trigger,
          would interfere with the normal use of, or access to, any file, datum
          or system.

     15.3 EXCLUSIVE WARRANTIES. EXCEPT AS PROVIDED IN THIS AGREEMENT, NEITHER
          PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS,
          IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED
          WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
          AND EACH PARTY AGREES THAT ALL REPRESENTATIONS AND WARRANTIES THAT ARE
          NOT EXPRESSLY PROVIDED IN THIS AGREEMENT ARE HEREBY EXCLUDED AND
          DISCLAIMED.

16.  MISCELLANEOUS.

     16.1 ASSIGNMENT. Except as set forth herein, neither party may sell,
          assign, convey, or transfer the licenses granted hereunder or any of
          such party's rights or interests, or delegate any of its obligations
          hereunder without the written consent of the other party. Any such
          consent shall be conditioned upon the understanding that this
          Agreement shall be binding upon the assigning party's successors and
          assigns. Either party may assign this Agreement to any Subsidiary that
          is not a Competitor except that the assigning party shall remain
          responsible for all obligations under this Agreement including the
          payment of fees. Notwithstanding anything contained herein to the
          contrary, Licensee may not assign this Agreement to a Competitor.

     16.2 SEVERABILITY. Provided Licensee retains quiet enjoyment of the RMSS
          Software, if any one or more of the provisions contained herein shall
          for any reason be held to be unenforceable in any respect under law,
          such unenforceability shall not affect any other provision of this
          Agreement, but this Agreement shall be construed as if such
          unenforceable provision or provisions had never been


                                       13



          contained herein, provided that the removal of such offending term or
          provision does not materially alter the burdens or benefits of either
          of the parties under this Agreement or any Exhibit or Schedule, in
          which case the unenforceable portion shall be replaced by one that
          reflects the parties original intent as closely as possible while
          remaining enforceable.

     16.3 THIRD PARTY BENEFICIARIES. Except as set forth herein, the provisions
          of this Agreement are for the benefit of the parties and not for any
          other person. Should any third party institute proceedings, this
          Agreement shall not provide any such person with any remedy, claim,
          liability, reimbursement, cause of action, or other right.

     16.4 GOVERNING LAW; FORUM SELECTION; CONSENT OF JURISDICTION. This
          Agreement will be governed by and construed under the laws of the
          State of Florida, USA, without regard to principles of conflict of
          laws. The parties agree that the only circumstance in which disputes
          between them, not otherwise excepted from the resolution process
          described in Section 10, will not be subject to the provisions of
          Section 10 is where a party makes a good faith determination that a
          breach of the terms of this Agreement by the other party requires
          prompt and equitable relief. Each of the parties submits to the
          personal jurisdiction of any state or federal court sitting in
          Jacksonville, Florida with respect to such judicial proceedings. Each
          of the parties waives any defense of inconvenient forum to the
          maintenance of any action or proceeding so brought and waives any
          bond, surety or to other security that might be required of any party
          with respect thereto. Any party may make service on the other party by
          sending or delivering a copy of the process to the party to be served
          at the address set forth in Section 14 above. Nothing in this Section,
          however, shall affect the right of any party to serve legal process in
          any other manner permitted by law or in equity. Each party agrees that
          a final judgment in any action or proceeding so brought shall be
          conclusive and may be enforced by suit on the judgment or in any other
          manner provided by law or in equity.

     16.5 EXECUTED IN COUNTERPARTS. This Agreement may be executed in
          counterparts, each of which shall be an original, but such
          counterparts shall together constitute but one and the same document.

     16.6 CONSTRUCTION. The headings and numbering of sections in this Agreement
          are for convenience only and shall not be construed to define or limit
          any of the terms or affect the scope, meaning or interpretation of
          this Agreement or the particular section to which they relate. This
          Agreement and the provisions contained herein shall not be construed
          or interpreted for or against any party because that party drafted or
          caused its legal representative to draft any of its provisions.

     16.7 ENTIRE AGREEMENT. This Agreement, including the Exhibits and Schedules
          attached hereto and the agreements referenced herein constitute the
          entire agreement between the parties, and supersedes all prior oral or
          written


                                       14



          agreements, representations, statements, negotiations, understandings,
          proposals, marketing brochures, correspondence and undertakings
          related thereto.

     16.8 AMENDMENTS AND WAIVERS. This Agreement may be amended only by written
          agreement signed by duly authorized representatives of each party. No
          waiver of any provisions of this Agreement and no consent to any
          default under this Agreement shall be effective unless the same shall
          be in writing and signed by or on behalf of both parties. No course of
          dealing or failure of any party to strictly enforce any term, right or
          condition of this Agreement shall be construed as a waiver of such
          term, right or condition. Waiver by either party of any default by the
          other party shall not be deemed a waiver of any other default.
          Notwithstanding the foregoing, at any time prior to the Sale of FNIS
          (defined below) or any offering and sale to the public of any shares
          or equity securities of FNIS or any of its subsidiaries pursuant to a
          registration statement in the United States, this Agreement may not be
          amended without the prior written consent of Thomas H. Lee Equity Fund
          V, L.P. ("THL") and TPG Partners III, L.P. ("TPG") if such amendment
          would affect any of Sections 2.1, 3, 8, 12, 13.2, 16.10, Exhibit B,
          either party's limitation of liability, the term of the Agreement,
          RMSS' right to terminate or rights upon default by Licensee or a
          Licensee Subsidiary, in any manner materially adverse to the
          consolidated business activities of the FNIS Group (defined below),
          taken as a whole, or FNIS Group's costs of doing business, viewed on a
          consolidated basis, provided that in no event shall any change to the
          schedules hereto require such prior written consent unless such change
          would materially and adversely affect in any manner FNIS Group's
          consolidated business activities, taken as a whole, or FNIS Group's
          costs of doing business, viewed on a consolidated basis, and provided,
          further, that in no event shall the amendment provisions set forth in
          this Section 16.8 be amended or modified without the consent of THL
          and TPG. THL and TPG are intended third party beneficiaries of this
          Agreement solely with respect to this Section 16.8. "Sale of FNIS"
          means an acquisition by any Person (within the meaning of Section
          3(a)(9) of the Securities and Exchange Act of 1934, as amended (the
          "Exchange Act") and used in Sections 13(d) and 14(d) thereof
          ("Person")) of Beneficial Ownership (within the meaning of Rule 13d-3
          under the Exchange Act) of 50% or more of either the then outstanding
          shares of FNIS common stock or the combined voting power of the then
          outstanding voting securities of FNIS entitled to vote generally in
          the election of directors; excluding, however, the following: (i) any
          acquisition directly from FNIS, other than an acquisition by virtue of
          the exercise of a conversion privilege unless the security being so
          converted was itself acquired directly from FNIS or (ii) any
          acquisition by any employee benefit plan (or related trust) sponsored
          or maintained by FNIS or a member of the FNIS Group. "FNIS Group"
          means FNIS, Subsidiaries of FNIS,, and each Person that FNIS directly
          or indirectly controls (within the meaning of the Securities Act)
          immediately after the Effective Date, and each other individual, a
          partnership, corporation, limited liability company, association,
          joint stock company, trust, joint venture, unincorporated
          organization, governmental entity or department, agency, or political
          subdivision thereof that becomes an Affiliate of FNIS after the
          Effective Date.


                                       15



     16.9 REMEDIES CUMULATIVE. Unless otherwise provided for under this
          Agreement, all rights of termination or cancellation, or other
          remedies set forth in this Agreement, are cumulative and are not
          intended to be exclusive of other remedies to which the injured party
          may be entitled by law or equity in case of any breach or threatened
          breach by the other party of any provision in this Agreement. Use of
          one or more remedies shall not bar use of any other remedy for the
          purpose of enforcing any provision of this Agreement.

     16.10 TAXES. All charges and fees to be paid under this Agreement are
          exclusive of any applicable sales, use, service or similar tax which
          may be assessed currently or in the future on the RMSS Software or
          related services provided under this Agreement. If a sales, use,
          services or a similar tax is assessed on the RMSS Software or related
          services provided to Licensee under this Agreement, Licensee will pay
          directly, reimburse or indemnify RMSS for such taxes as well as any
          applicable interest and penalties. Licensee shall pay such taxes in
          addition to the sums otherwise due under this Agreement. RMSS shall,
          to the extent it is aware of taxes, itemize them on a proper VAT, GST
          or other invoice submitted pursuant to this Agreement. All property,
          employment and income taxes based on the assets, employees and net
          income, respectively, of RMSS shall be RMSS's sole responsibility. The
          parties will cooperate with each other in determining the extent to
          which any tax is due and owing under the circumstances and shall
          provide and make available to each other any withholding certificates,
          information regarding the location of use of the RMSS Software or
          provision of the services or sale and any other exemption certificates
          or information reasonably requested by either party.

     16.11 PRESS RELEASES. The parties shall consult with each other in
          preparing any press release, public announcement, news media response
          or other form of release of information concerning this Agreement or
          the transactions contemplated hereby that is intended to provide such
          information to the news media or the public (a "Press Release").
          Neither party shall issue or cause the publication of any such Press
          Release without the prior written consent of the other party; except
          that nothing herein will prohibit either party from issuing or causing
          publication of any such Press Release to the extent that such action
          is required by applicable law or the rules of any national stock
          exchange applicable to such party or its affiliates, in which case the
          party wishing to make such disclosure will, if practicable under the
          circumstances, notify the other party of the proposed time of issuance
          of such Press Release and consult with and allow the other party
          reasonable time to comment on such Press Release in advance of its
          issuance.


                                       16



IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date by their duly authorized representatives.

FIDELITY NATIONAL TAX SERVICE, INC.     ROCKY MOUNTAIN SUPPORT SERVICES, INC.


By: /s/ Michael L. Gravelle             By: /s/ Peter T. Sadowski
    ---------------------------------       ------------------------------------
Name: Michael L. Gravelle               Name: Peter T. Sadowski
Title: Senior Vice President            Title: Vice President


                                       17

                                                                   EXHIBIT 10.44


                        SIMON SOFTWARE LICENSE AGREEMENT

     This SOFTWARE LICENSE AGREEMENT (the "Agreement") is dated as of March 4,
2005 ("Effective Date") and is made by and between ROCKY MOUNTAIN SUPPORT
SERVICES, INC., an Arizona corporation, ("RMSS") and FIDELITY NATIONAL TAX
SERVICE, INC., a California corporation ("Licensee").

1.   DEFINITIONS.

     As used in this Agreement:

     1.1  "ASSISTANCE" shall mean installation, conversion planning, conversion,
          consulting assistance, workshops, training or education classes
          performed by RMSS, or other functions mutually agreed to be
          "Assistance" by Licensee and RMSS.

     1.2  "BASE MODIFICATION" shall mean any Modification which RMSS, in its
          sole discretion, has incorporated into the base version of the RMSS
          Software which RMSS makes available to itself and other subsidiaries
          of Fidelity National Financial, Inc. ("FNF").

     1.3  "COMPETITOR" shall mean a natural or legal person offering a product
          that competes with RMSS Software.

     1.4  "CUSTOM MODIFICATION" shall mean any Modification to the RMSS Software
          other than a Base Modification.

     1.5  "DAYS" shall mean calendar days, unless otherwise specified.

     1.6  "DEFECT" shall mean any failure, malfunction, defect or non-conformity
          in the RMSS Software that prevents the RMSS Software in any material
          respect from operating and performing in accordance with the
          Documentation.

     1.7  "DOCUMENTATION" shall mean RMSS's standard operating instructions
          relating to the RMSS Software, consisting of one copy of the object
          code form of the RMSS Software; a copy of manuals consisting of
          instructions and procedures for systems and operations personnel and
          end users of RMSS Software, if any, and related documentation, if any.
          RMSS will deliver the Documentation to Licensee in paper form, on CD
          ROM or electronically, at RMSS's discretion (except that RMSS Software
          shall be delivered on machine readable media). Licensee acknowledges
          that not all items of Documentation are available in all forms of
          media. RMSS shall have the right to change the medium upon which the
          Documentation is delivered to Licensee without notice to Licensee.
          Upon electronic delivery of Documentation, any obligation of RMSS to
          deliver multiple numbers of copies of such Documentation to Licensee
          shall have no further force or effect.



     1.8  "ESCALATION PROCEDURES" shall mean the procedures set forth in Section
          11.2 of this Agreement.

     1.9  "INSTALLATION SITE" shall mean the location at which the RMSS Software
          is installed and which is owned or controlled by Licensee, or a
          Licensee contractor (who is not a Competitor and who has executed a
          nondisclosure agreement consistent with the terms of this Agreement)
          providing use of systems to Licensee, and which is located in the
          United States. The initial Installation Site address is listed in
          Section 2 of Exhibit A. Licensee may update the list of Installation
          Sites from time to time upon thirty (30) Days prior written notice to
          RMSS.

     1.10 "LICENSEE SERVER SOFTWARE" shall mean those client-server based
          applications set forth in Section 1.3 of Exhibit A hereto.

     1.11 "MAINTENANCE" shall mean the services described in Exhibit B hereto.

     1.12 "MAINTENANCE RELEASE" shall mean the current Release of the RMSS
          Software and the immediately prior Release (provided that such
          Releases have been made available to Licensee), and shall also
          include, at any given time, each Release delivered to Licensee within
          the prior two years.

     1.13 "MODIFICATION" shall mean any customization, enhancement, modification
          or change made to the RMSS Software authored by or for RMSS under this
          Agreement.

     1.14 "PC SOFTWARE" shall mean those personal computer-based applications
          developed by RMSS that are set forth in Section 1.2 of Exhibit A.

     1.15 "PROPRIETARY INFORMATION" shall mean all information disclosed by or
          for Licensee or RMSS to the other during the negotiations hereof
          and/or learned by reason of the relationship established hereunder or,
          pursuant hereto, including, without limitation, the RMSS Software,
          Documentation, Releases, Modifications and all information, data and
          designs related thereto. Information relating to each party's
          business, plans, affiliates or customers shall also be deemed
          "Proprietary Information" for purposes of the Agreement. "Proprietary
          Information" shall also include all "non-public personal information"
          as defined in Title V of the Gramm-Leach-Bliley Act (15 U.S.C. Section
          6801, et seq.) and the implementing regulations thereunder
          (collectively, the "GLB Act"), as the same may be amended from time to
          time, that RMSS receives from or at the direction of Licensee and that
          concerns any of Licensee's "customers" and/or "consumers" (as defined
          in the GLB Act).

     1.16 "RELEASE" shall mean the Base Modifications, and other new versions,
          corrections, revisions, updates, modifications and enhancements to the
          RMSS Software and related Documentation.


                                        2



     1.17 "SERVER" shall mean a logical server that may include one (1) or more
          physical servers.

     1.18 "SUBSIDIARY" shall mean any majority-owned or otherwise controlled,
          direct or indirect subsidiary.

     1.19 "RMSS SOFTWARE" shall mean the object code and/or Source Code of any
          program or part of a program as described in Exhibit A licensed
          hereunder to Licensee but including in all events a product known
          between the parties as SIMON. RMSS Software includes all Base
          Modifications, all Modifications authored by or for RMSS, and all
          Releases issued during the term of Maintenance under this Agreement.

     1.20 "SOURCE CODE" of RMSS Software shall mean a copy of the source code
          (or comparable high level coding) for the RMSS Software, if and to the
          extent RMSS has or retains any such code, including any annotations
          therein, certified by RMSS to Licensee, upon delivery to Licensee, as
          an accurate copy of such source code for RMSS Software as RMSS has in
          its possession.

     1.21 "THIRD PARTY SOFTWARE" shall mean those third party applications
          provided by RMSS that are set forth in Section 1.4 of Exhibit A.

     1.22 "USE LIMITATIONS" shall mean the use by Licensee of the Licensee
          Server Software in total on no more than the number of Servers
          licensed herein.

2.   GRANT OF LICENSE.

     2.1  GRANT. Subject to Licensee's full payment, as due, of fees listed in
          Exhibit C, RMSS hereby grants to Licensee, and Licensee accepts from
          RMSS, a worldwide nonexclusive, perpetual, irrevocable right and
          object code license (except as otherwise provided for in Section 3
          below) to use the RMSS Software and Documentation at the Installation
          Site(s), subject to the restrictions and obligations set forth herein.

     2.2  DELIVERY. Licensee acknowledges and agrees that it has received, prior
          to the Effective Date, delivery of the RMSS Software in object code
          form and the Documentation.

3.   SOURCE CODE DELIVERY

     3.1  DUTY TO DELIVER. Under the circumstances listed in Section 3.2 below,
          solely for purposes of integration, maintenance, modification and
          enhancement of Licensee's installation(s) of RMSS Software, RMSS shall
          promptly deliver to Licensee a copy of Source Code, which shall be
          subject to all of the license terms and restrictions applicable to the
          RMSS Software.

     3.2  CONDITIONS. RMSS's duty of delivery of Source Code as described above
          shall be immediately due and enforceable in equity upon any of these
          circumstances:


                                        3



          (a)  RMSS has given notice to Licensee under terms of Maintenance that
               RMSS shall cease, or RMSS has ceased, (i) providing Maintenance
               generally or (ii) supporting any part of RMSS Software, and in
               the event of notice of future termination, such termination
               (whenever notice is given) shall be effective within twelve
               months.

          (b)  RMSS shall apply for or consent to the appointment of a receiver,
               trustee, or liquidator of all or a substantial part of its
               assets, file a voluntary petition in bankruptcy, make a general
               assignment for the benefit of creditors, file a petition or an
               answer seeking reorganization or arrangement with creditors or
               take advantage of any insolvency law, or if an order, judgment or
               decree shall be entered by any court of competent jurisdiction,
               on the application of a creditor, adjudicating RMSS as bankrupt
               or insolvent or approving a petition seeking reorganization of
               RMSS or appointing a receiver, trustee, or liquidator of RMSS or
               of all or substantial part of its assets, and such order,
               judgment or decree shall continue unstayed and in effect for any
               period of thirty (30) consecutive Days.

          (c)  RMSS shall be in breach of any material covenant herein or under
               Maintenance which, following notice of breach in reasonable
               detail from Licensee, is not cured within thirty (30) Days. To
               the extent the breach relates to Maintenance on a specific module
               or separable component of RMSS Software, the duty of Source Code
               delivery shall be limited to the Source Code for such specific
               module or separable component.

          (d)  Licensee shall have requested development or integration services
               with respect to RMSS Software which RMSS is unable or unwilling
               to provide or as to which the parties cannot timely come to
               commercial terms.

               (i)  To the extent the integration or development relates to a
                    specific module or separable component of RMSS Software, the
                    duty of Source Code delivery shall be limited to the Source
                    Code for such specific module or separable component.

               (ii) In the event of delivery of Source Code by RMSS under this
                    subsection (d), upon Licensee's completion of its
                    development or integration effort, equating generally to the
                    same scope of work that RMSS was requested to perform but
                    did not perform, it will provide to RMSS a copy of the
                    source code for the development or enhancement, including
                    any annotations therein, certifying same as complete and
                    accurate and, without further formality, RMSS shall be
                    deemed granted a license to use that source code developed
                    by Licensee or its non-Competitor contractors, solely for
                    maintenance or further development of the RMSS Software as
                    implemented for Licensee and for no other use or
                    beneficiary.


                                        4



               (iii) Six (6) months following the delivery by Licensee to RMSS
                    of source code for Licensee's developments or enhancements
                    under Section 3.2(d)(ii), RMSS may request that Licensee
                    certify, and Licensee will promptly certify to RMSS, that
                    Licensee has destroyed all copies of (x) Source Code
                    delivered to it by RMSS 3.2(d) and (y) all copies of the
                    source code for Licensee's development or enhancement -
                    except two hard copy prints of source code for Licensee's
                    development or enhancement for proof of authorship;
                    provided, however, that the six (6) month limitation above
                    shall not apply in the event that the development of Release
                    1.0 of the eLenders Solutions software under the eLenders
                    Joint Development Agreement dated March 4, 2005 is not
                    completed on the scheduled completion date and Accepted
                    under the terms of that agreement, and in such event, the
                    RMSS' request for certification under this Section
                    3.2(d)(iii) may not be made until such Release 1.0 is
                    completed and Accepted.

               (iv) Licensee's right to obtain access to Source Code pursuant to
                    this Section 3.2(d) may be invoked at any time and from time
                    to time, regardless of the continuity of Maintenance.

4.   SOFTWARE USE RESTRICTIONS.

     4.1  RESTRICTIONS ON RMSS SOFTWARE.

          (a)  Licensee may not use the RMSS Software in a service bureau or in
               a time share arrangement.

          (b)  Licensee may not sell, lease, assign, transfer, distribute or
               sublicense the RMSS Software or Documentation, to any party that
               is not a (direct or indirect) subsidiary of Licensee. Licensee
               may not sell, lease, assign, transfer, distribute or sublicense
               the Source Code to any person or entity at any time, except that
               Licensee may sublicense the Source Code to a Subsidiary of
               Fidelity National Information Services, Inc., a Delaware
               corporation ("FNIS"), as necessary to exercise Licensees rights
               to modify and create derivative works of the RMSS Software and
               Documentation.

          (c)  Licensee shall use RMSS Software subject to the Use Limitations.

          (d)  Licensee will not make copies, or similar versions of the RMSS
               Software or any part thereof without the prior written consent of
               RMSS, except in the process of contemplated use, for
               administrative, archival or disaster recovery backup, and as
               expressly provided otherwise herein.

          (e)  Licensee may not provide copies of the RMSS Software to any
               person, firm, or corporation not permitted hereunder except as
               permitted under Sections 4.1(b) and (d) above, and except as to
               Licensee's non-Competitor


                                        5



               contractors or subcontractors who have executed nondisclosure
               terms consistent with the confidentiality terms herein.

          (f)  Licensee shall not allow any third party to use or have access to
               the RMSS Software for any purpose without RMSS's prior written
               consent except as permitted under Sections 4.1 (b) and (d) above,
               and except as to Licensee's non-Competitor contractors or
               subcontractors who have executed nondisclosure terms consistent
               with the confidentiality terms herein.

          (g)  Licensee agrees not to disclose, decompile, disassemble or
               reverse engineer the RMSS Software.

     4.2  ADDITIONAL RESTRICTIONS ON PC SOFTWARE.

          (a)  Except as specifically set forth herein, all other restrictions
               on use, copying or disclosure of the RMSS Software and Licensee's
               agreement to maintain the confidentiality thereof shall apply to
               the PC Software and its Documentation.

          (b)  Licensee may not modify the PC Software (although RMSS may do so
               on Licensee's behalf.)

5.   TERM; TERMINATION

     5.1  The tern of license shall be perpetual subject to termination in
          accordance with the terms herein.

     5.2  Licensee may terminate the license for convenience upon no less than
          ninety (90) Days prior written notice to RMSS.

     5.3  A license enjoyed by a Subsidiary of FNIS shall terminate without
          further formality upon such entity's ceasing to be a Subsidiary of
          FNIS. A license enjoyed by a Subsidiary of Licensee shall terminate
          without further formality upon the six month anniversary date after
          such entity's ceasing to be a Subsidiary of Licensee. Prior to such
          Subsidiary ceasing to be a Subsidiary of Licensee, Licensee shall
          cause such Subsidiary to agree to migrate its data off the RMSS
          Software and on to an alternative product during the above described
          six month period. In any event, if the Subsidiary becomes a Subsidiary
          of a Competitor, the license to the Subsidiary shall terminate
          immediately.

     5.4  In the event Licensee or a Licensee Subsidiary discloses any of the
          RMSS Software or any material part of the Documentation to a
          Competitor, then RMSS upon thirty Days prior written notice to
          Licensee, may terminate the license with respect to that portion
          relating to the RMSS Software and Documentation provided to such
          Competitor if Licensee on its own does not (or if Licensee does not
          cause its Subsidiary to) discontinue disclosure of the RMSS Software
          and Documentation to such Competitor within thirty Days following
          Licensee's receipt of RMSS' written notice. Any such termination shall
          be effective upon the


                                        6



          expiration of the cure period. The foregoing is intended to apply only
          to the remedy of termination. RMSS shall retain the right to pursue
          any other remedies in the event Licensee or its Subsidiary makes an
          unauthorized disclosure to a Competitor, including injunctive relief
          or recovery of damages, and, depending on the nature of the
          disclosure, requesting that Licensee undertake other measures in
          addition to simply discontinuing disclosure to the Competitor.

     5.5  In the event of termination of the license for any reason, Licensee
          and/or its Subsidiary, as applicable, shall promptly cease all use of
          the relevant RMSS Software, delete from its systems all copies of the
          relevant RMSS Software, and within thirty (30) Days of termination,
          return to RMSS all tangible copies of the relevant RMSS Software,
          together with certification that is has ceased such use, deleted such
          copies and returned such tangible copies as required hereunder.

     5.6  Each party acknowledges and agrees that, in the event of Licensee's
          breach or threatened breach or any provision of Sections 4, 5.3, 5.4,
          5.5 or 7, RMSS shall have no adequate remedy in damages and
          notwithstanding the dispute resolution provisions in Section 11
          hereof, is entitled to seek an injunction to prevent such breach or
          threatened breach; provided, however, no specification of a particular
          legal or equitable remedy is to be construed as a waiver, prohibition,
          or limitation of any legal or equitable remedies in the event of a
          breach hereof.

6.   INTELLECTUAL PROPERTY RIGHTS.

     6.1  OWNERSHIP OF RMSS SOFTWARE AND DOCUMENTATION. From the date the RMSS
          Software and Documentation is first disclosed to Licensee, and at all
          times thereafter, as between the parties, RMSS and its licensors shall
          be the sole and exclusive owners of all right, title, and interest in
          and to the RMSS Software, Documentation and all Modifications,
          including, without limitation, all intellectual property and other
          rights related thereto. The parties acknowledge that this Agreement in
          no way limits or restricts RMSS and the RMSS Subsidiaries from
          developing or marketing on their own or for any third party in the
          United States or any other country, the RMSS Software, Documentation
          or Modifications, or any similar software (including, but not limited
          to, any modification, enhancement, interface, upgrade, change and all
          software, source code, blueprints, diagrams, flow charts,
          specifications, functional descriptions or training materials relating
          thereto) without payment of any compensation to Licensee, or any
          notice to Licensee.

     6.2  DEVELOPMENT SERVICES. Licensee may from time to time wish to augment
          the RMSS product with additional functionality or utility, or to
          integrate it with Licensee systems from other sources, and for such
          purposes may request the provision of development services from RMSS.


                                        7



7.   CONFIDENTIALITY.

     7.1  CONFIDENTIALITY OBLIGATION. Proprietary Information (i) shall be
          deemed the property of the disclosing party (or the party for whom
          such data was collected or processed, if any), (ii) shall be used
          solely for the purposes of administering and otherwise implementing
          the terms of this Agreement and any ancillary agreements, and (iii)
          shall be protected by the receiving party in accordance with the terms
          of this Section 7.

     7.2  NON-DISCLOSURE COVENANT. Except as set forth in this Section, neither
          party shall disclose the Proprietary Information of the other party in
          whole or in part, including derivations, to any third party. If the
          parties agree to a specific nondisclosure period for a specific
          document, the disclosing party shall mark the document with that
          nondisclosure period. In the absence of a specific period, the duty of
          confidentiality for (a) RMSS Software, Source Code and related
          Documentation shall extend in perpetuity and (b) with respect to any
          other Proprietary Information shall extend for a period of (5) five
          years from disclosure. Proprietary Information shall be held in
          confidence by the receiving party and its employees, and shall be
          disclosed to only those of the receiving party's employees and
          professional advisors who have a need for it in connection with the
          administration and implementation of this Agreement. In no event shall
          Licensee disclose RMSS Proprietary Information to a Competitor of
          RMSS. Each party shall use the same degree of care and afford the same
          protections to the Proprietary Information of the other party as it
          uses and affords to its own Proprietary Information.

     7.3  EXCEPTIONS. Proprietary Information shall not be deemed proprietary
          and, subject to the carve-out below, the receiving party shall have no
          obligation of nondisclosure with respect to any such information
          which:

          (i)  is or becomes publicly known through no wrongful act, fault or
               negligence of the receiving party;

          (ii) was disclosed to the receiving party by a third party that was
               free of obligations of confidentiality to the party providing the
               information;

          (iii) is approved for release by written authorization of the
               disclosing party;

          (iv) was known to the receiving party prior to receipt of the
               information;

          (v)  was independently developed by the receiving party without access
               to or use of the Proprietary Information of the disclosing party;
               or

          (vi) is publicly disclosed pursuant to a requirement or request of a
               governmental agency, or disclosure is required by operation of
               law.

          Notwithstanding application of any of the foregoing exceptions, in no
          event shall RMSS treat as other than Proprietary Information,
          information comprising nonpublic personal information under the GLB
          Act.


                                        8



     7.4  CONFIDENTIALITY OF THIS AGREEMENT; PROTECTIVE ARRANGEMENTS.

          (a)  The parties acknowledge that this Agreement contains confidential
               information that may be considered proprietary by one or both of
               the parties, and agree to limit distribution of this Agreement to
               those employees of Licensee and RMSS with a need to know the
               contents of this Agreement or as required by law or national
               stock exchange rule. In no event may this Agreement be reproduced
               or copies shown to any third parties (except counsel, auditors
               and professional advisors) without the prior written consent of
               the other party, except as may be necessary by reason of legal,
               accounting, tax or regulatory requirements, in which event
               Licensee and RMSS agree to exercise reasonable diligence in
               limiting such disclosure to the minimum necessary under the
               particular circumstances.

          (b)  In addition, each party shall give notice to the other party of
               any demands to disclose or provide Proprietary Information of the
               other party under or pursuant to lawful process prior to
               disclosing or furnishing such Proprietary Information, and shall
               cooperate in seeking reasonable protective arrangements.

8.   CONTINUING UNDERTAKINGS.

     During the duration of the license granted hereunder, RMSS shall offer
     Maintenance for the RMSS Software for the fees set forth in Exhibit C
     hereto. A description of Maintenance services is set forth in Exhibit B
     hereto. Any related professional services shall be performed pursuant to
     further agreement between the parties.

9.   INVOICING AND PAYMENTS, PAST DUE AMOUNTS, CURRENCY.

     9.1  INVOICING AND PAYMENT REQUIREMENTS. RMSS shall invoice for such fees
          described in Exhibit C hereto as well as for any expenses and any
          other applicable charges incurred and owing hereunder. In accordance
          with this Section 9.1, Licensee shall pay RMSS the invoiced amount in
          full on or prior to thirty (30) Days after Licensee's receipt of such
          invoice unless Licensee notifies RMSS within such period that it is in
          good faith disputing RMSS's invoice. Licensee shall make all payments
          to RMSS by check, credit card or wire transfer of immediately
          available funds to an account or accounts designated by RMSS. Payment
          in full shall not preclude later dispute of charges or adjustment of
          improper payments.

     9.2  PAST DUE AMOUNTS. Any amount not received or disputed by Licensee by
          the date payment is due shall be subject to interest on the overdue
          balance at a rate equal to the prime rate as published in the table
          money rates in the Wall Street Journal on the date of payment (or the
          prior date on which the Wall Street Journal was published if not
          published on the date of payment), plus one percent from the due date,
          until paid, applied to the outstanding balance from time to time. Any


                                        9



          amount paid but later deemed not to have been due, will be repaid or
          credited with interest on the same terms.

     9.3  CURRENCY. All fees and charges listed and referred to in this
          Agreement are stated in and shall be paid in U.S. Dollars.

10.  ASSISTANCE.

     10.1 BASIS FOR ASSISTANCE. Assistance, except to the extent included in
          Maintenance, is not included in this Agreement. If Licensee desires to
          purchase Assistance from RMSS or a RMSS Subsidiary, such Assistance
          shall be provided pursuant to separate agreement.

11.  DISPUTE RESOLUTION.

     11.1 DISPUTE RESOLUTION PROCEDURES. If, prior to the termination of this
          Agreement or the license granted herein, and prior to notice of
          termination given by either party to the other, a dispute arises
          between RMSS and Licensee with respect to the terms and conditions of
          this Agreement, or any subject matter governed by this Agreement
          (other than disputes regarding a party's compliance with the
          provisions of Sections 4 and/or 7), such dispute shall be settled as
          set forth in this Section 11. If either party exercises its right to
          initiate the dispute resolution procedures under this Section 11, then
          during such procedure any time periods providing for termination of
          the Agreement or curing any material breach pursuant to the terms of
          this Agreement shall be suspended automatically, except with respect
          to any termination or breach arising out of Licensee's failure to make
          any undisputed timely and complete payments to RMSS under this
          Agreement. At such time as the dispute is resolved, if such dispute
          involved the payment of monies, interest at a rate equal to the prime
          rate as published in the table money rates in the Wall Street Journal
          on the date the dispute is resolved (or the prior date on which the
          Wall Street Journal was published if not published on the date the
          dispute was resolved) plus one percent for the period of dispute shall
          be paid to the party entitled to receive the disputed monies to
          compensate for the lapsed time between the date such disputed amount
          originally was to have been paid (or was paid) through the date monies
          are paid (or repaid) in settlement of the dispute. Disputes arising
          under Sections 4 or 7 may be resolved by judicial recourse or in any
          other manner agreed by the parties.

     11.2 ESCALATION PROCEDURES.

          (a)  Each of the parties shall escalate and negotiate, in good faith,
               any claim or dispute that has not been satisfactorily resolved
               between the parties at the level where the issue is discovered
               and has immediate impact (excluding issues of title to work
               product, which shall be initially addressed at the general
               counsel level but otherwise pursuant to Section 11.2(b)
               following). To this end, each party shall escalate any and all
               unresolved disputes or claims in accordance with this Section
               11.2 at any time to persons


                                       10



               responsible for the administration of the relationship reflected
               in this SIMON Software License Agreement. The location, format,
               frequency, duration and conclusion of these elevated discussions
               shall be left to the discretion of the representatives involved.
               If such parties do not resolve the underlying dispute within ten
               (10) Days of its escalation to them, then either party may notify
               the other in writing that he/she desires to elevate the dispute
               or claim to the President of RMSS and the President of Licensee
               or their designated representative(s) for resolution.

          (b)  Upon receipt by a party of a written notice escalating the
               dispute to the company president level, the President of RMSS and
               the President of Licensee or their designated representative(s)
               shall promptly communicate with his/her counter party, negotiate
               in good faith and use reasonable efforts to resolve such dispute
               or claim. The location, format, frequency, duration and
               conclusion of these elevated discussions shall be left to the
               discretion of the representatives involved. Upon agreement, such
               representatives may utilize other alternative dispute resolution
               procedures to assist in the negotiations. If the parties have not
               resolved the dispute within ten (10) Days after receipt of the
               notice elevating the dispute to this level, either may once again
               escalate the dispute to binding arbitration.

          (c)  All discussions and correspondence among the representatives for
               purposes of these negotiations shall be treated as Proprietary
               Information developed for purposes of settlement, exempt from
               discovery and production, which shall not be admissible in any
               subsequent proceedings between the parties. Documents identified
               in or provided with such communications, which are not prepared
               for purposes of the negotiations, are not so exempted and may, if
               otherwise admissible, be admitted in evidence in such subsequent
               proceeding.

     11.3 ARBITRATION PROCEDURES. If a claim, controversy or dispute between the
          parties with respect to the terms and conditions of this Agreement, or
          any subject matter governed by this Agreement (and not otherwise
          excepted), has not been timely resolved pursuant to the foregoing
          escalation process, upon notice either party may initiate binding
          arbitration of the issue in accordance with the following procedures.

          (a)  Either party may request arbitration by giving the other party
               written notice to such effect, which notice shall describe, in
               reasonable detail, the nature of the dispute, controversy or
               claim. Such arbitration shall be governed by the then current
               version of the Commercial Arbitration Rules and Mediation
               Procedures of the American Arbitration Association. The
               Arbitration will be conducted in Jacksonville, Florida in front
               of one mutually agreed upon arbitrator.

          (b)  Each party shall bear its own fees, costs and expenses of the
               arbitration and its own legal expenses, attorneys' fees and costs
               of all experts and


                                       11



               witnesses. Unless the award provides otherwise, the fees and
               expenses of the arbitration procedures, including the fees of the
               arbitrator or arbitrators, will be shared equally by the involved
               parties.

          (c)  Any award rendered pursuant to such arbitration shall be final,
               conclusive and binding upon the parties, and any judgment thereon
               may be entered and enforced in any court of competent
               jurisdiction.

     11.4 CONTINUATION OF SERVICES. Unless RMSS initiates an action for
          Licensee's failure to make timely and complete payment of undisputed
          amounts claimed due to RMSS, RMSS will continue to provide Maintenance
          under the Maintenance services agreement, and unless Licensee is
          unable to lawfully use the RMSS Software and Modifications thereto,
          Licensee will continue to make payments of undisputed amounts to RMSS,
          in accordance with this Agreement, notwithstanding a dispute between
          the parties relating hereto or otherwise.

12.  LIMITATION OF LIABILITY.

     12.1 EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL
          MISCONDUCT, BY REASON OF AN INDEMNITY OBLIGATION HEREUNDER OR BY
          REASON OF A BREACH OF WARRANTY, EITHER PARTY'S LIABILITY FOR ANY CLAIM
          OR CAUSE OF ACTION WHETHER BASED IN CONTRACT, TORT OR OTHERWISE WHICH
          ARISES UNDER OR IS RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE
          OTHER PARTY'S DIRECT OUT-OF-POCKET DAMAGES, ACTUALLY INCURRED, WHICH
          UNDER NO CIRCUMSTANCES SHALL EXCEED, IN THE AGGREGATE, THE AMOUNT PAID
          BY LICENSEE TO RMSS UNDER THIS AGREEMENT FOR THE 12-MONTH PERIOD
          IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

     12.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL,
          PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER
          OR THE CLAIMS OR DEMANDS MADE BY ANY THIRD PARTIES, WHETHER OR NOT IT
          HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     12.3 LICENSEE SOFTWARE. RMSS has no obligation or liability, either express
          or implied, with respect to the compatibility of RMSS Software with
          any other software unless provided or specified by RMSS including, but
          not limited to, Licensee software and/or Licensee-provided third party
          software.

13.  INDEMNIFICATION.

     13.1 PROPERTY DAMAGE. Subject to Section 13 hereof, each party agrees to
          indemnify, defend and hold harmless the other and its officers,
          directors, employees, and affiliates (including, where applicable, the
          RMSS Subsidiaries and Licensee Subsidiaries), and agents from any and
          all liabilities, losses, costs, damages and


                                       12



          expenses (including reasonable attorneys' fees) arising from or in
          connection with the damage, loss (including theft) or destruction of
          any real property or tangible personal property of the indemnified
          party resulting from the actions or inactions of any employee, agent
          or subcontractor of the indemnifying party insofar as such damage
          arises out of or is ancillary to fulfilling its obligations under this
          Agreement and to the extent such damage is due to any negligence,
          breach of statutory duty, omission or default of the indemnifying
          party, its employees, agents or subcontractors.

     13.2 INFRINGEMENT OF RMSS SOFTWARE. RMSS agrees to defend at its own
          expense, any claim or action brought by any third party against
          Licensee and/or against its officers, directors, and employees and
          affiliates, for actual or alleged infringement within the United
          States of any patent, copyright or other intellectual property right
          (including, but not limited to, misappropriation of trade secrets)
          based upon the RMSS Software (except to the extent such infringement
          claim is caused by Licensee-specified Custom Modifications to the RMSS
          Software which could not have been made in a non-infringing manner) or
          caused by the combination of RMSS Software with software or hardware
          not provided, specified or approved by RMSS, or based upon the Third
          Party Software ("Indemnified RMSS Software"). Licensee, at its sole
          discretion and cost, may participate in the defense and all
          negotiations for its settlement or compromise. RMSS further agrees to
          indemnify and hold Licensee, its officers, directors, employees and
          affiliates harmless from and against any and all liabilities, losses,
          costs, damages, and expenses (including reasonable attorneys' fees)
          associated with any such claim or action incurred by Licensee. RMSS
          shall conduct and control the defense of any such claim or action and
          negotiations for its settlement or compromise, by the payment of
          money. RMSS shall give Licensee, and Licensee shall give RMSS, as
          appropriate, prompt written notice of any written threat, warning or
          notice of any such claim or action against RMSS or Licensee, as
          appropriate, or any other user or any supplier of components of the
          Indemnified RMSS Software, which could have an adverse impact on
          Licensee's use of same, provided RMSS or Licensee, as appropriate,
          knows of such claim or action. If in any such suit so defended, all or
          any part of the Indemnified RMSS Software (or any component thereof)
          is held to constitute an infringement or violation of any other
          party's intellectual property rights and is enjoined, RMSS shall at
          its sole option take one or more of the following actions at no
          additional cost to Licensee: (i) procure the right to continue the use
          of the same without material interruption for Licensee; (ii) replace
          the same with non-infringing software; (iii) modify said Indemnified
          RMSS Software so as to be non-infringing; or (iv) take back the
          infringing Indemnified RMSS Software and credit Licensee with an
          amount equal to its prepaid but unused license fees hereunder. The
          foregoing represents the sole and exclusive remedy of Licensee for
          infringement or alleged infringement.

     13.3 DISPUTE RESOLUTION. The provisions of Section 13 shall apply with
          respect to the submission of any claim for indemnification under this
          Agreement and the resolution of any disputes relating to such claim.


                                       13



14.  FORCE MAJEURE, TIME OF PERFORMANCE AND INCREASED COSTS.

     14.1 FORCE MAJEURE.

          (a)  Neither party shall be held liable for any delay or failure in
               performance of its obligations under this Agreement from any
               cause which with the observation of reasonable care, could not
               have been avoided - which may include, without limitation, acts
               of civil or military authority, government regulations,
               government agencies, epidemics, war, terrorist acts, riots,
               insurrections, fires, explosions, earthquakes, nuclear accidents,
               floods, power blackouts affecting facilities (the "Affected
               Performance").

          (b)  Upon the occurrence of a condition described in Section 14.1(a),
               the party whose performance is affected shall give written notice
               to the other party describing the Affected Performance, and the
               parties shall promptly confer, in good faith, to agree upon
               equitable, reasonable action to minimize the impact on both
               parties of such condition, including, without limitation,
               implementing disaster recovery procedures. The parties agree that
               the party whose performance is affected shall use commercially
               reasonable efforts to minimize the delay caused by the force
               majeure events and recommence the Affected Performance. If the
               delay caused by the force majeure event lasts for more than
               fifteen (15) Days, the parties shall negotiate an equitable
               amendment to this Agreement with respect to the Affected
               Performance. If the parties are unable to agree upon an equitable
               amendment within ten (10) Days after such fifteen (15)-Day period
               has expired, then either party shall be entitled to serve thirty
               (30) Days' notice of termination on the other party with respect
               to only such Affected Performance. The remaining portion of the
               Agreement that does not involve the Affected Performance shall
               continue in full force and effect. RMSS shall be entitled to be
               paid for that portion of the Affected Performance which it
               completed through the termination date.

     14.2 TIME OF PERFORMANCE AND INCREASED COSTS. RMSS's time of performance
          under this Agreement shall be adjusted, if and to the extent
          reasonably necessary, in the event and to the extent that (i) Licensee
          fails to timely submit material data or materials in the prescribed
          form or in accordance with the requirements of this Agreement, (ii)
          Licensee fails to perform on a timely basis, the material functions or
          other responsibilities of Licensee described in this Agreement, (iii)
          Licensee or any governmental agency authorized to regulate or
          supervise Licensee makes any special request, which is affirmed by
          Licensee and/or compulsory on RMSS, which affects RMSS's normal
          performance schedule, or (iv) Licensee has modified the RMSS Software
          in a manner affecting RMSS's burden. In addition, if any of the above
          events occur, and such event results in an increased cost to RMSS,
          RMSS shall estimate such increased costs in writing in advance and,
          upon Licensee's approval, Licensee shall be required to pay any and
          all such


                                       14



          reasonable, increased costs to RMSS upon documented expenditure, up to
          110% of the estimate.

15.  NOTICES.

     15.1 NOTICES. Except as otherwise provided under this Agreement or in the
          Exhibits, all notices, demands or requests or other communications
          required or permitted to be given or delivered under this Agreement
          shall be in writing and shall be deemed to have been duly given when
          received by the designated recipient. Written notice may be delivered
          in person or sent via reputable air courier service and addressed as
          set forth below:

          If to Licensee: Fidelity National Tax Service, Inc.
                          17911 Von Karman Avenue, Suite 300
                          Irvine, CA 92614
                          Attn: President

          With a copy to: Fidelity National Information Services, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: General Counsel

          If to RMSS:     Rocky Mountain Support Services, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: President

          with a copy to: Fidelity National Financial, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: General Counsel

     15.2 CHANGE OF ADDRESS. The address to which such notices, demands,
          requests, elections or other communications are to be given by either
          party may be changed by written notice given by such party to the
          other party pursuant to this Section.

16.  WARRANTIES.

     16.1 PERFORMANCE. For as long as RMSS is providing Maintenance to Licensee
          for the RMSS Software, RMSS warrants and represents that the RMSS
          Software and the Custom Modifications, as delivered to Licensee and
          the Base Modifications, will perform in all material respects in
          accordance with the respective Documentation, in concert and
          otherwise.


                                       15



     16.2 PERFORMANCE OF OBLIGATIONS. Each party represents and warrants to the
          other that it shall perform its respective obligations under this
          Agreement, including Exhibits and Schedules, in a professional and
          workmanlike manner.

     16.3 COMPLIANCE WITH LAW. RMSS warrants that (i) it has the power and
          corporate authority to enter into and perform this Agreement, (ii) its
          performance of this Agreement does not and will not violate any
          governmental law, regulation, rule or order, contract, charter or
          by-law, (iii) it has sufficient right, title and interest (or another
          Subsidiary of FNF has or will grant it sufficient license rights) in
          the RMSS Software to grant the licenses herein granted, (iv) it has
          received no written notice of any third party claim or threat of a
          claim alleging that any part of the RMSS Software infringes the rights
          of any third party in any of the United States, and (v) each item of
          RMSS Software provided by or for RMSS to Licensee shall be delivered
          free of undisclosed trapdoors, Trojan horses, time bombs, time outs,
          spyware, viruses or other code which, with the passage of time, in the
          absence of action or upon a trigger, would interfere with the normal
          use of, or access to, any file, datum or system.

     16.4 EXCLUSIVE WARRANTIES. EXCEPT AS PROVIDED IN THIS AGREEMENT, NEITHER
          PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS,
          IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED
          WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
          AND EACH PARTY AGREES THAT ALL REPRESENTATIONS AND WARRANTIES THAT ARE
          NOT EXPRESSLY PROVIDED IN THIS AGREEMENT ARE HEREBY EXCLUDED AND
          DISCLAIMED.

17.  MISCELLANEOUS.

     17.1 ASSIGNMENT. Except as set forth herein, neither party may sell,
          assign, convey, or transfer the licenses granted hereunder or any of
          such party's rights or interests, or delegate any of its obligations
          hereunder without the written consent of the other party. Any such
          consent shall be conditioned upon the understanding that this
          Agreement shall be binding upon the assigning party's successors and
          assigns. Either party may assign this Agreement to any Subsidiary that
          is not a Competitor except that the assigning party shall remain
          responsible for all obligations under this Agreement including the
          payment of fees. Notwithstanding anything contained herein to the
          contrary, Licensee may not assign this Agreement to a Competitor.

     17.2 SEVERABILITY. Provided Licensee retains quiet enjoyment of the RMSS
          Software including Custom Modifications and Base Modifications, if any
          one or more of the provisions contained herein shall for any reason be
          held to be unenforceable in any respect under law, such
          unenforceability shall not affect any other provision of this
          Agreement, but this Agreement shall be construed as if such
          unenforceable provision or provisions had never been contained herein,
          provided that the removal of such offending term or provision does not
          materially alter the burdens


                                       16



          or benefits of either of the parties under this Agreement or any
          Exhibit or Schedule, in which case the unenforceable portion shall be
          replaced by one that reflects the parties original intent as closely
          as possible while remaining enforceable.

     17.3 THIRD PARTY BENEFICIARIES. Except as set forth herein, the provisions
          of this Agreement are for the benefit of the parties and not for any
          other person. Should any third party institute proceedings, this
          Agreement shall not provide any such person with any remedy, claim,
          liability, reimbursement, cause of action, or other right.

     17.4 GOVERNING LAW; FORUM SELECTION; CONSENT OF JURISDICTION. This
          Agreement will be governed by and construed under the laws of the
          State of Florida, USA, without regard to principles of conflict of
          laws. The parties agree that the only circumstance in which disputes
          between them, not otherwise excepted from the resolution process
          described in Section 11, will not be subject to the provisions of
          Section 11 is where a party makes a good faith determination that a
          breach of the terms of this Agreement by the other party requires
          prompt and equitable relief. Each of the parties submits to the
          personal jurisdiction of any state or federal court sitting in
          Jacksonville, Florida with respect to such judicial proceedings. Each
          of the parties waives any defense of inconvenient forum to the
          maintenance of any action or proceeding so brought and waives any
          bond, surety or to other security that might be required of any party
          with respect thereto. Any party may make service on the other party by
          sending or delivering a copy of the process to the party to be served
          at the address set forth in Section 15 above. Nothing in this Section,
          however, shall affect the right of any party to serve legal process in
          any other manner permitted by law or in equity. Each party agrees that
          a final judgment in any action or proceeding so brought shall be
          conclusive and may be enforced by suit on the judgment or in any other
          manner provided by law or in equity.

     17.5 EXECUTED IN COUNTERPARTS. This Agreement may be executed in
          counterparts, each of which shall be an original, but such
          counterparts shall together constitute but one and the same document.

     17.6 CONSTRUCTION. The headings and numbering of sections in this Agreement
          are for convenience only and shall not be construed to define or limit
          any of the terms or affect the scope, meaning or interpretation of
          this Agreement or the particular section to which they relate. This
          Agreement and the provisions contained herein shall not be construed
          or interpreted for or against any party because that party drafted or
          caused its legal representative to draft any of its provisions.

     17.7 ENTIRE AGREEMENT. This Agreement, including the Exhibits and Schedules
          attached hereto and the agreements referenced herein constitute the
          entire agreement between the parties, and supersedes all prior oral or
          written agreements, representations, statements, negotiations,
          understandings, proposals, marketing brochures, correspondence and
          undertakings related thereto.


                                       17



     17.8 AMENDMENTS AND WAIVERS. This Agreement may be amended only by written
          agreement signed by duly authorized representatives of each party. No
          waiver of any provisions of this Agreement and no consent to any
          default under this Agreement shall be effective unless the same shall
          be in writing and signed by or on behalf of both parties. No course of
          dealing or failure of any party to strictly enforce any term, right or
          condition of this Agreement shall be construed as a waiver of such
          term, right or condition. Waiver by either party of any default by the
          other party shall not be deemed a waiver of any other default.
          Notwithstanding the foregoing, at any time prior to the Sale of FNIS
          or any offering and sale to the public of any shares or equity
          securities of FNIS or any of its Subsidiaries pursuant to a
          registration statement in the United States, this Agreement may not be
          amended without the prior written consent of Thomas H. Lee Equity Fund
          V, L.P. ("THL") and TPG Partners III, L.P. ("TPG") if such amendment
          would affect Sections 2.1, 3, 4, 5, 9, 13, 14.2, 16.2, 17.10, Exhibits
          B or C, either party's limitation of liability, RMSS' right to
          terminate or rights upon default by Licensee or a Licensee Subsidiary,
          in any manner materially adverse to the consolidated business
          activities of the FNIS Group (defined below), taken as a whole, or
          FNIS Group's costs of doing business, viewed on a consolidated basis,
          provided that in no event shall any change to the schedules hereto
          require such prior written consent unless such change would materially
          and adversely affect in any manner FNIS Group's consolidated business
          activities, taken as a whole, or FNIS Group's costs of doing business,
          viewed on a consolidated basis, and provided, further, that in no
          event shall the amendment provisions set forth in this Section 17.8 be
          amended or modified without the consent of THL and TPG. THL and TPG
          are intended third party beneficiaries of this Agreement solely with
          respect to this Section 17.8. "FNIS Group" means FNIS, Subsidiaries of
          FNIS, and each Person that FNIS directly or indirectly controls
          (within the meaning of the Securities Act) immediately after the
          Effective Date, and each other individual, a partnership, corporation,
          limited liability company, association, joint stock company, trust,
          joint venture, unincorporated organization, governmental entity or
          department, agency, or political subdivision thereof that becomes an
          Affiliate of FNIS after the Effective Date. "Sale of FNIS" means an
          acquisition by any Person (within the meaning of Section 3(a)(9) of
          the Securities and Exchange Act of 1934, as amended (the "Exchange
          Act") and used in Sections 13(d) and 14(d) thereof ("Person")) of
          Beneficial Ownership (within the meaning of Rule 13d-3 under the
          Exchange Act) of 50% or more of either the then outstanding shares of
          FNIS common stock or the combined voting power of the then outstanding
          voting securities of FNIS entitled to vote generally in the election
          of directors; excluding, however, the following: (A) any acquisition
          directly from FNIS, other than an acquisition by virtue of the
          exercise of a conversion privilege unless the security being so
          converted was itself acquired directly from FNIS or (B) any
          acquisition by any employee benefit plan (or related trust) sponsored
          or maintained by FNIS or a member of the FNIS Group.


                                       18



     17.9 REMEDIES CUMULATIVE. Unless otherwise provided for under this
          Agreement, all rights of termination or cancellation, or other
          remedies set forth in this Agreement, are cumulative and are not
          intended to be exclusive of other remedies to which the injured party
          may be entitled by law or equity in case of any breach or threatened
          breach by the other party of any provision in this Agreement. Use of
          one or more remedies shall not bar use of any other remedy for the
          purpose of enforcing any provision of this Agreement.

     17.10 TAXES. All charges and fees to be paid under this Agreement are
          exclusive of any applicable sales, use, service or similar tax which
          may be assessed currently or in the future on the RMSS Software or
          related services provided under this Agreement. If a sales, use,
          services or a similar tax is assessed on the RMSS Software or related
          services provided to Licensee under this Agreement, Licensee will pay
          directly, reimburse or indemnify RMSS for such taxes as well as any
          applicable interest and penalties. Licensee shall pay such taxes in
          addition to the sums otherwise due under this Agreement. RMSS shall,
          to the extent it is aware of taxes, itemize them on a proper VAT, GST
          or other invoice submitted pursuant to this Agreement. All property,
          employment and income taxes based on the assets, employees and net
          income, respectively, of RMSS shall be RMSS's sole responsibility. The
          parties will cooperate with each other in determining the extent to
          which any tax is due and owing under the circumstances and shall
          provide and make available to each other any withholding certificates,
          information regarding the location of use of the RMSS Software or
          provision of the services or sale and any other exemption certificates
          or information reasonably requested by either party.

     17.11 PRESS RELEASES. The parties shall consult with each other in
          preparing any press release, public announcement, news media response
          or other form of release of information concerning this Agreement or
          the transactions contemplated hereby that is intended to provide such
          information to the news media or the public (a "Press Release").
          Neither party shall issue or cause the publication of any such Press
          Release without the prior written consent of the other party; except
          that nothing herein will prohibit either party from issuing or causing
          publication of any such Press Release to the extent that such action
          is required by applicable law or the rules of any national stock
          exchange applicable to such party or its affiliates, in which case the
          party wishing to make such disclosure will, if practicable under the
          circumstances, notify the other party of the proposed time of issuance
          of such Press Release and consult with and allow the other party
          reasonable time to comment on such Press Release in advance of its
          issuance.


                                       19



IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date by their duly authorized representatives.

FIDELITY NATIONAL TAX SERVICE, INC.     ROCKY MOUNTAIN SUPPORT SERVICES, INC.


By: /s/ Michael L. Gravelle             By: /s/ Peter T. Sadowski
    ---------------------------------       ------------------------------------
Name: Michael L. Gravelle               Name: Peter T. Sadowski
Title: Senior Vice President            Title: Vice President


                                       20

                                                                   EXHIBIT 10.45


                         TEAM SOFTWARE LICENSE AGREEMENT

This SOFTWARE LICENSE AGREEMENT (the "Agreement") is dated as of March 4 , 2005
("Effective Date") and is made by and between ROCKY MOUNTAIN SUPPORT SERVICES,
INC., an Arizona corporation, ("RMSS") and FIDELITY NATIONAL TAX SERVICE, INC.,
a California corporation ("Licensee").

1.   DEFINITIONS.

     As used in this Agreement:

     1.1  "ASSISTANCE" shall mean installation, conversion planning, conversion,
          consulting assistance, workshops, training or education classes
          performed by RMSS, or other functions mutually agreed to be
          "Assistance" by Licensee and RMSS.

     1.2  "BASE MODIFICATION" shall mean any Modification which RMSS, in its
          sole discretion, has incorporated into the base version of the RMSS
          Software which RMSS makes available to itself and other subsidiaries
          of Fidelity National Financial, Inc. ("FNF").

     1.3  "COMPETITOR" shall mean a natural or legal person offering a product
          that competes with RMSS Software.

     1.4  "CUSTOM MODIFICATION" shall mean any Modification to the RMSS Software
          other than a Base Modification.

     1.5  "DAYS" shall mean calendar days, unless otherwise specified.

     1.6  "DEFECT" shall mean any failure, malfunction, defect or non-conformity
          in the RMSS Software that prevents the RMSS Software in any material
          respect from operating and performing in accordance with the
          Documentation.

     1.7  "DOCUMENTATION" shall mean RMSS's standard operating instructions
          relating to the RMSS Software, consisting of one copy of the object
          code form of the RMSS Software; a copy of manuals consisting of
          instructions and procedures for systems and operations personnel and
          end users of RMSS Software, if any, and related documentation, if any.
          RMSS will deliver the Documentation to Licensee in paper form, on CD
          ROM or electronically, at RMSS's discretion (except that RMSS Software
          shall be delivered on machine readable media). Licensee acknowledges
          that not all items of Documentation are available in all forms of
          media. RMSS shall have the right to change the medium upon which the
          Documentation is delivered to Licensee without notice to Licensee.
          Upon electronic delivery of Documentation, any obligation of RMSS to
          deliver multiple numbers of copies of such Documentation to Licensee
          shall have no further force or effect.



     1.8  "ESCALATION PROCEDURES" shall mean the procedures set forth in Section
          11.2 of this Agreement.

     1.9  "LICENSEE SERVER SOFTWARE" shall mean those applications set forth in
          Section 1.3 of Exhibit A hereto.

     1.10 "MAINTENANCE" shall mean the services described in Exhibit B hereto.

     1.11 "MAINTENANCE RELEASE" shall mean the current Release of the RMSS
          Software and the immediately prior Release (provided that such
          Releases have been made available to Licensee), and shall also
          include, at any given time, each Release delivered to Licensee within
          the prior two years.

     1.12 "MODIFICATION" shall mean any customization, enhancement, modification
          or change made to the RMSS Software authored by or for RMSS under this
          Agreement.

     1.13 "PC SOFTWARE" shall mean those personal computer-based applications
          developed by RMSS that are set forth in Section 1.2 of Exhibit A.

     1.14 "PROPRIETARY INFORMATION" shall mean all information disclosed by or
          for Licensee or RMSS to the other during the negotiations hereof
          and/or learned by reason of the relationship established hereunder or
          pursuant hereto, including, without limitation, the RMSS Software,
          Documentation, Releases, Modifications and all information, data and
          designs related thereto. Information relating to each party's
          business, plans, affiliates or customers shall also be deemed
          "Proprietary Information" for purposes of the Agreement. "Proprietary
          Information" shall also include all "non-public personal information"
          as defined in Title V of the Gramm-Leach-Bliley Act (15 U.S.C. Section
          6801, et seq.) and the implementing regulations thereunder
          (collectively, the "GLB Act"), as the same may be amended from time to
          time, that RMSS receives from or at the direction of Licensee and that
          concerns any of Licensee's "customers" and/or "consumers" (as defined
          in the GLB Act).

     1.15 "RELEASE" shall mean the Base Modifications, and other new versions,
          corrections, revisions, updates, modifications and enhancements to the
          RMSS Software and related Documentation.

     1.16 "SERVER" shall mean, for purposes of this Agreement, a VAX mainframe
          computer.

     1.17 "SUBSIDIARY" shall mean any majority-owned or otherwise controlled,
          direct or indirect subsidiary.

     1.18 "RMSS SOFTWARE" shall mean the object code and/or Source Code of any
          program or part of a program as described in Exhibit A licensed
          hereunder to Licensee but including in all events a product known
          between the parties as TEAM. RMSS Software includes all Base
          Modifications, all Modifications


                                        2



          authored by or for RMSS, and all Releases issued during the term of
          Maintenance under this Agreement.

     1.19 "SOURCE CODE" of RMSS Software shall mean a copy of the source code
          (or comparable high level coding) for the RMSS Software, if and to the
          extent RMSS has or retains any such code, including any annotations
          therein, certified by RMSS to Licensee, upon delivery to Licensee, as
          an accurate copy of such source code for RMSS Software as RMSS has in
          its possession.

     1.20 "THIRD PARTY SOFTWARE" shall mean those third party applications
          provided by RMSS that are set forth in Section 1.4 of Exhibit A.

     1.21 "USE LIMITATIONS" shall mean the use by Licensee of the RMSS Software
          by no more than the number of Users specified herein.

     1.22 "USER" shall mean an individual authorized to use the Licensee Server
          Software, and the specific Users and number of Users may be changed
          from time to time upon request of Licensee.

2.   GRANT OF LICENSE.

     2.1  GRANT. Subject to Licensee's full payment, as due, of fees listed in
          Exhibit C, RMSS hereby grants to Licensee, and Licensee accepts from
          RMSS, a worldwide nonexclusive, perpetual, irrevocable right and
          object code license (except as otherwise provided for in Section 3
          below) to use the RMSS Software and Documentation, subject to the
          restrictions and obligations set forth herein.

     2.2  DELIVERY. Licensee acknowledges and agrees that it has received, prior
          to the Effective Date, delivery of the RMSS Software in object code
          form and the Documentation.

3.   SOURCE CODE DELIVERY

     3.1  DUTY TO DELIVER. Under the circumstances listed in Section 3.2 below,
          solely for purposes of integration, maintenance, modification and
          enhancement of Licensee's installation(s) of RMSS Software, RMSS shall
          promptly deliver to Licensee a copy of Source Code, which shall be
          subject to all of the license terms and restrictions applicable to the
          RMSS Software.

     3.2  CONDITIONS. RMSS's duty of delivery of Source Code as described above
          shall be immediately due and enforceable in equity upon any of these
          circumstances:

          (a)  RMSS has given notice to Licensee under terms of Maintenance that
               RMSS shall cease, or RMSS has ceased, (i) providing Maintenance
               generally or (ii) supporting any part of RMSS Software, and in
               the event of notice of future termination, such termination
               (whenever notice is given) shall be effective within twelve
               months.


                                        3



          (b)  RMSS shall apply for or consent to the appointment of a receiver,
               trustee, or liquidator of all or a substantial part of its
               assets, file a voluntary petition in bankruptcy, make a general
               assignment for the benefit of creditors, file a petition or an
               answer seeking reorganization or arrangement with creditors or
               take advantage of any insolvency law, or if an order, judgment or
               decree shall be entered by any court of competent jurisdiction,
               on the application of a creditor, adjudicating RMSS as bankrupt
               or insolvent or approving a petition seeking reorganization of
               RMSS or appointing a receiver, trustee, or liquidator of RMSS or
               of all or substantial part of its assets, and such order,
               judgment or decree shall continue unstayed and in effect for any
               period of thirty (30) consecutive Days.

          (c)  RMSS shall be in breach of any material covenant herein or under
               Maintenance which, following notice of breach in reasonable
               detail from Licensee, is not cured within thirty (30) Days. To
               the extent the breach relates to Maintenance on a specific module
               or separable component of RMSS Software, the duty of Source Code
               delivery shall be limited to the Source Code for such specific
               module or separable component.

          (d)  Licensee shall have requested development or integration services
               with respect to RMSS Software which RMSS is unable or unwilling
               to provide or as to which the parties cannot timely come to
               commercial terms.

               (i)  To the extent the integration or development relates to a
                    specific module or separable component of RMSS Software, the
                    duty of Source Code delivery shall be limited to the Source
                    Code for such specific module or separable component.

               (ii) In the event of delivery of Source Code by RMSS under this
                    subsection (d), upon Licensee's completion of its
                    development or integration effort, equating generally to the
                    same scope of work that RMSS was requested to perform but
                    did not perform, it will provide to RMSS a copy of the
                    source code for the development or enhancement, including
                    any annotations therein, certifying same as complete and
                    accurate and, without further formality, RMSS shall be
                    deemed granted a license to use that source code developed
                    by Licensee or its non-Competitor contractors, solely for
                    maintenance or further development of the RMSS Software as
                    implemented for Licensee and for no other use or
                    beneficiary.

               (iii) Six (6) months following the delivery by Licensee to RMSS
                    of source code for Licensee's developments or enhancements
                    under Section 3.2(d)(ii), RMSS may request that Licensee
                    certify, and Licensee will promptly certify to RMSS, that
                    Licensee has destroyed all copies of (x) Source Code
                    delivered to it by RMSS 3.2(d) and (y) all copies of the
                    source code for Licensee's


                                       4



                    development or enhancement - except two hard copy prints of
                    source code for Licensee's development or enhancement for
                    proof of authorship; provided, however, that the six (6)
                    month limitation above shall not apply in the event that the
                    development of Release 1.0 of the eLenders Solutions
                    software under the eLenders Joint Development Agreement
                    dated March 4, 2005 is not completed on the scheduled
                    completion date and Accepted under the terms of that
                    agreement, and in such event, the RMSS' request for
                    certification under this section 3.2(d)(iii) may not be made
                    until such Release 1.0 is completed and Accepted.

               (iv) Licensee's right to obtain access to Source Code pursuant to
                    this Section 3.2(d) may be invoked at any time and from time
                    to time, regardless of the continuity of Maintenance.

4.   SOFTWARE USE RESTRICTIONS.

     4.1  RESTRICTIONS ON RMSS SOFTWARE.

          (a)  Licensee may not use the RMSS Software in a service bureau or in
               a time share arrangement.

          (b)  Licensee may not sell, lease, assign, transfer, distribute or
               sublicense the RMSS Software or Documentation, to any party that
               is not a (direct or indirect) subsidiary of Licensee. Licensee
               may not sell, lease, assign, transfer, distribute or sublicense
               the Source Code to any person or entity at any time, except that
               Licensee may sublicense the Source Code to a Subsidiary of
               Fidelity National Information Services, Inc., a Delaware
               corporation ("FNIS"), as necessary to exercise Licensees rights
               to modify and create derivative works of the RMSS Software and
               Documentation.

          (c)  Licensee shall use RMSS Software subject to the Use Limitations.

          (d)  Licensee will not make copies, or similar versions of the RMSS
               Software or any part thereof without the prior written consent of
               RMSS, except in the process of contemplated use, for
               administrative, archival or disaster recovery backup, and as
               expressly provided otherwise herein.

          (e)  Licensee may not provide copies of the RMSS Software to any
               person, firm, or corporation not permitted hereunder except as
               permitted under Sections 4.1(b) and (d) above, and except as to
               Licensee's non-Competitor contractors or subcontractors who have
               executed nondisclosure terms consistent with the confidentiality
               terms herein.

          (f)  Licensee shall not allow any third party to use or have access to
               the RMSS Software for any purpose without RMSS's prior written
               consent except as permitted under Sections 4.1 (b) and (d) above,
               and except as to Licensee's


                                       5



               non-Competitor contractors or subcontractors who have executed
               nondisclosure terms consistent with the confidentiality terms
               herein.

          (g)  Licensee agrees not to disclose, decompile, disassemble or
               reverse engineer the RMSS Software.

     4.2  ADDITIONAL RESTRICTIONS ON PC SOFTWARE.

          (a)  Except as specifically set forth herein, all other restrictions
               on use, copying or disclosure of the RMSS Software and Licensee's
               agreement to maintain the confidentiality thereof shall apply to
               the PC Software and its Documentation.

          (b)  Licensee may not modify the PC Software (although RMSS may do so
               on Licensee's behalf.)

5.   TERM; TERMINATION

     5.1  The term of license shall be perpetual subject to termination in
          accordance with the terms herein.

     5.2  Licensee may terminate the license for convenience upon no less than
          ninety (90) Days prior written notice to RMSS.

     5.3  A license enjoyed by a Subsidiary of FNIS shall terminate without
          further formality upon such entity's ceasing to be a Subsidiary of
          FNIS. A license enjoyed by a Subsidiary of Licensee shall terminate
          without further formality upon the six month anniversary date after
          such entity's ceasing to be a Subsidiary of Licensee. Licensee shall
          cause such Subsidiary to agree to migrate its data off the RMSS
          Software and on to an alternative product during the above described
          six month period. In any event, if the Subsidiary becomes a Subsidiary
          of a Competitor, the license to the Subsidiary shall terminate
          immediately.

     5.4  In the event Licensee or a Licensee Subsidiary discloses any of the
          RMSS Software or any material part of the Documentation to a
          Competitor, then RMSS upon thirty Days prior written notice to
          Licensee, may terminate the license with respect to that portion
          relating to the RMSS Software and Documentation provided to such
          Competitor if Licensee on its own does not (or if Licensee does not
          cause its Subsidiary to) discontinue disclosure of the RMSS Software
          and Documentation to such Competitor within thirty Days following
          Licensee's receipt of RMSS' written notice. Any such termination shall
          be effective upon the expiration of the cure period. The foregoing is
          intended to apply only to the remedy of termination. RMSS shall retain
          the right to pursue any other remedies in the event Licensee or its
          Subsidiary makes an unauthorized disclosure to a Competitor, including
          injunctive relief or recovery of damages, and, depending on the nature
          of the disclosure, requesting that Licensee undertake other measures
          in addition to simply discontinuing disclosure to the Competitor.


                                       6



     5.5  In the event of termination of the license for any reason, Licensee
          and/or its Subsidiary, as applicable, shall promptly cease all use of
          the relevant RMSS Software, delete from its systems all copies of the
          relevant RMSS Software, and within thirty (30) Days of termination,
          return to RMSS all tangible copies of the relevant RMSS Software
          together with certification that is has ceased such use, deleted such
          copies and returned such tangible copies as required hereunder.

     5.6  Each party acknowledges and agrees that, in the event of Licensee's
          breach or threatened breach or any provision of Sections 4, 5.3, 5.4,
          5.5 or 7, RMSS shall have no adequate remedy in damages and
          notwithstanding the dispute resolution provisions in Section 11
          hereof, is entitled to seek an injunction to prevent such breach or
          threatened breach; provided, however, no specification of a particular
          legal or equitable remedy is to be construed as a waiver, prohibition,
          or limitation of any legal or equitable remedies in the event of a
          breach hereof.

6.   INTELLECTUAL PROPERTY RIGHTS.

     6.1  OWNERSHIP OF RMSS SOFTWARE AND DOCUMENTATION. From the date the RMSS
          Software and Documentation is first disclosed to Licensee, and at all
          times thereafter, as between the parties, RMSS and its licensors shall
          be the sole and exclusive owners of all right, title, and interest in
          and to the RMSS Software, Documentation and all Modifications,
          including, without limitation, all intellectual property and other
          rights related thereto. The parties acknowledge that this Agreement in
          no way limits or restricts RMSS and the RMSS Subsidiaries from
          developing or marketing on their own or for any third party in the
          United States or any other country, the RMSS Software, Documentation
          or Modifications, or any similar software (including, but not limited
          to, any modification, enhancement, interface, upgrade, change and all
          software, source code, blueprints, diagrams, flow charts,
          specifications, functional descriptions or training materials relating
          thereto) without payment of any compensation to Licensee, or any
          notice to Licensee.

     6.2  DEVELOPMENT SERVICES. Licensee may from time to time wish to augment
          the RMSS product with additional functionality or utility, or to
          integrate it with Licensee systems from other sources, and for such
          purposes may request the provision of development services from RMSS.

7.   CONFIDENTIALITY.

     7.1  CONFIDENTIALITY OBLIGATION. Proprietary Information (i) shall be
          deemed the property of the disclosing party (or the party for whom
          such data was collected or processed, if any), (ii) shall be used
          solely for the purposes of administering and otherwise implementing
          the terms of this Agreement and any ancillary agreements, and (iii)
          shall be protected by the receiving party in accordance with the terms
          of this Section 7.


                                       7



     7.2  NON-DISCLOSURE COVENANT. Except as set forth in this Section, neither
          party shall disclose the Proprietary Information of the other party in
          whole or in part, including derivations, to any third party. If the
          parties agree to a specific nondisclosure period for a specific
          document, the disclosing party shall mark the document with that
          nondisclosure period. In the absence of a specific period, the duty of
          confidentiality for (a) RMSS Software, Source Code and related
          Documentation shall extend in perpetuity and (b) with respect to any
          other Proprietary Information shall extend for a period of (5) five
          years from disclosure. Proprietary Information shall be held in
          confidence by the receiving party and its employees, and shall be
          disclosed to only those of the receiving party's employees and
          professional advisors who have a need for it in connection with the
          administration and implementation of this Agreement. In no event shall
          Licensee disclose RMSS Proprietary Information to a Competitor of
          RMSS. Each party shall use the same degree of care and afford the same
          protections to the Proprietary Information of the other party as it
          uses and affords to its own Proprietary Information.

     7.3  EXCEPTIONS. Proprietary Information shall not be deemed proprietary
          and, subject to the carve-out below, the receiving party shall have no
          obligation of nondisclosure with respect to any such information
          which:

          (i)  is or becomes publicly known through no wrongful act, fault or
               negligence of the receiving party;

          (ii) was disclosed to the receiving party by a third party that was
               free of obligations of confidentiality to the party providing the
               information;

          (iii) is approved for release by written authorization of the
               disclosing party;

          (iv) was known to the receiving party prior to receipt of the
               information;

          (v)  was independently developed by the receiving party without access
               to or use of the Proprietary Information of the disclosing party;
               or

          (vi) is publicly disclosed pursuant to a requirement or request of a
               governmental agency, or disclosure is required by operation of
               law.

          Notwithstanding application of any of the foregoing exceptions, in no
          event shall RMSS treat as other than Proprietary Information,
          information comprising nonpublic personal information under the GLB
          Act.

     7.4  CONFIDENTIALITY OF THIS AGREEMENT; PROTECTIVE ARRANGEMENTS.

          (a)  The parties acknowledge that this Agreement contains confidential
               information that may be considered proprietary by one or both of
               the parties, and agree to limit distribution of this Agreement to
               those employees of Licensee and RMSS with a need to know the
               contents of this Agreement or as required by law or national
               stock exchange rule. In no event may this Agreement be reproduced
               or copies shown to any third parties (except counsel, auditors
               and professional advisors) without the prior written consent of
               the other party, except as may be necessary by reason of legal,
               accounting, tax or regulatory requirements, in which event


                                       8



               Licensee and RMSS agree to exercise reasonable diligence in
               limiting such disclosure to the minimum necessary under the
               particular circumstances.

          (b)  In addition, each party shall give notice to the other party of
               any demands to disclose or provide Proprietary Information of the
               other party under or pursuant to lawful process prior to
               disclosing or furnishing such Proprietary Information, and shall
               cooperate in seeking reasonable protective arrangements.

8.   CONTINUING UNDERTAKINGS.

     During the duration of the license granted hereunder, RMSS shall offer
     Maintenance for the RMSS Software for the fees set forth in Exhibit C
     hereto. A description of Maintenance services is set forth in Exhibit B
     hereto. Any related professional services shall be performed pursuant to
     further agreement between the parties.

9.   INVOICING AND PAYMENTS, PAST DUE AMOUNTS, CURRENCY.

     9.1  INVOICING AND PAYMENT REQUIREMENTS. RMSS shall invoice for such fees
          described in Exhibit C hereto as well as for any expenses and any
          other applicable charges incurred and owing hereunder. In accordance
          with this Section 9.1, Licensee shall pay RMSS the invoiced amount in
          full on or prior to thirty (30) Days after Licensee's receipt of such
          invoice unless Licensee notifies RMSS within such period that it is in
          good faith disputing RMSS's invoice. Licensee shall make all payments
          to RMSS by check, credit card or wire transfer of immediately
          available funds to an account or accounts designated by RMSS. Payment
          in full shall not preclude later dispute of charges or adjustment of
          improper payments.

     9.2  PAST DUE AMOUNTS. Any amount not received or disputed by Licensee by
          the date payment is due shall be subject to interest on the overdue
          balance at a rate equal to the prime rate as published in the table
          money rates in the Wall Street Journal on the date of payment (or the
          prior date on which the Wall Street Journal was published if not
          published on the date of payment), plus one percent from the due date,
          until paid, applied to the outstanding balance from time to time. Any
          amount paid but later deemed not to have been due, will be repaid or
          credited with interest on the same terms.

     9.3  CURRENCY. All fees and charges listed and referred to in this
          Agreement are stated in and shall be paid in U.S. Dollars.

10.  ASSISTANCE.

     10.1 BASIS FOR ASSISTANCE. Assistance, except to the extent included in
          Maintenance, is not included in this Agreement. If Licensee desires to
          purchase Assistance from RMSS or a RMSS Subsidiaries, such Assistance
          shall be provided pursuant to separate agreement.


                                       9



11.  DISPUTE RESOLUTION.

     11.1 DISPUTE RESOLUTION PROCEDURES. If, prior to the termination of this
          Agreement or the license granted herein, and prior to notice of
          termination given by either party to the other, a dispute arises
          between RMSS and Licensee with respect to the terms and conditions of
          this Agreement, or any subject matter governed by this Agreement
          (other than disputes regarding a party's compliance with the
          provisions of Sections 4 and/or 7), such dispute shall be settled as
          set forth in this Section 10. If either party exercises its right to
          initiate the dispute resolution procedures under this Section 11, then
          during such procedure any time periods providing for termination of
          the Agreement or curing any material breach pursuant to the terms of
          this Agreement shall be suspended automatically, except with respect
          to any termination or breach arising out of Licensee's failure to make
          any undisputed timely and complete payments to RMSS under this
          Agreement. At such time as the dispute is resolved, if such dispute
          involved the payment of monies, interest at a rate equal to the prime
          rate as published in the table money rates in the Wall Street Journal
          on the date the dispute is resolved (or the prior date on which the
          Wall Street Journal was published if not published on the date the
          dispute was resolved) plus one percent for the period of dispute shall
          be paid to the party entitled to receive the disputed monies to
          compensate for the lapsed time between the date such disputed amount
          originally was to have been paid (or was paid) through the date monies
          are paid (or repaid) in settlement of the dispute. Disputes arising
          under Sections 4 or 7 may be resolved by judicial recourse or in any
          other manner agreed by the parties.

     11.2 ESCALATION PROCEDURES.

          (a)  Each of the parties shall escalate and negotiate, in good faith,
               any claim or dispute that has not been satisfactorily resolved
               between the parties at the level where the issue is discovered
               and has immediate impact (excluding issues of title to work
               product, which shall be initially addressed at the general
               counsel level but otherwise pursuant to Section 11.2(b)
               following). To this end, each party shall escalate any and all
               unresolved disputes or claims in accordance with this Section
               11.2 at any time to persons responsible for the administration of
               the relationship reflected in this TEAM Software License
               Agreement. The location, format, frequency, duration and
               conclusion of these elevated discussions shall be left to the
               discretion of the representatives involved. If such parties do
               not resolve the underlying dispute within ten (10) Days of its
               escalation to them, then either party may notify the other in
               writing that he/she desires to elevate the dispute or claim to
               the President of RMSS and the President of Licensee or their
               designated representative(s) for resolution.

          (b)  Upon receipt by a party of a written notice escalating the
               dispute to the company president level, the President of RMSS and
               the President of Licensee or their designated representative(s)
               shall promptly communicate with his/her counter party, negotiate
               in good faith and use reasonable


                                       10



               efforts to resolve such dispute or claim. The location, format,
               frequency, duration and conclusion of these elevated discussions
               shall be left to the discretion of the representatives involved.
               Upon agreement, such representatives may utilize other
               alternative dispute resolution procedures to assist in the
               negotiations. If the parties have not resolved the dispute within
               ten (10) Days after receipt of the notice elevating the dispute
               to this level, either may once again escalate the dispute to
               binding arbitration.

          (c)  All discussions and correspondence among the representatives for
               purposes of these negotiations shall be treated as Proprietary
               Information developed for purposes of settlement, exempt from
               discovery and production, which shall not be admissible in any
               subsequent proceedings between the parties. Documents identified
               in or provided with such communications, which are not prepared
               for purposes of the negotiations, are not so exempted and may, if
               otherwise admissible, be admitted in evidence in such subsequent
               proceeding.

     11.3 ARBITRATION PROCEDURES. If a claim, controversy or dispute between the
          parties with respect to the terms and conditions of this Agreement, or
          any subject matter governed by this Agreement (and not otherwise
          excepted), has not been timely resolved pursuant to the foregoing
          escalation process, upon notice either party may initiate binding
          arbitration of the issue in accordance with the following procedures.

          (a)  Either party may request arbitration by giving the other party
               written notice to such effect, which notice shall describe, in
               reasonable detail, the nature of the dispute, controversy or
               claim. Such arbitration shall be governed by the then current
               version of the Commercial Arbitration Rules and Mediation
               Procedures of the American Arbitration Association. The
               Arbitration will be conducted in Jacksonville, Florida in front
               of one mutually agreed upon arbitrator.

          (b)  Each party shall bear its own fees, costs and expenses of the
               arbitration and its own legal expenses, attorneys' fees and costs
               of all experts and witnesses. Unless the award provides
               otherwise, the fees and expenses of the arbitration procedures,
               including the fees of the arbitrator or arbitrators, will be
               shared equally by the involved parties.

          (c)  Any award rendered pursuant to such arbitration shall be final,
               conclusive and binding upon the parties, and any judgment thereon
               may be entered and enforced in any court of competent
               jurisdiction.

     11.4 CONTINUATION OF SERVICES. Unless RMSS initiates an action for
          Licensee's failure to make timely and complete payment of undisputed
          amounts claimed due to RMSS, RMSS will continue to provide Maintenance
          under the Maintenance services agreement, and unless Licensee is
          unable to lawfully use the RMSS Software and Modifications thereto,
          Licensee will continue to make payments of


                                       11



          undisputed amounts to RMSS, in accordance with this Agreement,
          notwithstanding a dispute between the parties relating hereto or
          otherwise.

12.  LIMITATION OF LIABILITY.

     12.1 EXCEPT TO THE EXTENT ARISING FROM GROSS NEGLIGENCE, WILLFUL
          MISCONDUCT, BY REASON OF AN INDEMNITY OBLIGATION HEREUNDER OR BY
          REASON OF A BREACH OF WARRANTY, EITHER PARTY'S LIABILITY FOR ANY CLAIM
          OR CAUSE OF ACTION WHETHER BASED IN CONTRACT, TORT OR OTHERWISE WHICH
          ARISES UNDER OR IS RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE
          OTHER PARTY'S DIRECT OUT-OF-POCKET DAMAGES, ACTUALLY INCURRED, WHICH
          UNDER NO CIRCUMSTANCES SHALL EXCEED, IN THE AGGREGATE, THE AMOUNT PAID
          BY LICENSEE TO RMSS UNDER THIS AGREEMENT FOR THE 12-MONTH PERIOD
          IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE.

     12.2 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL,
          PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER
          OR THE CLAIMS OR DEMANDS MADE BY ANY THIRD PARTIES, WHETHER OR NOT IT
          HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

     12.3 LICENSEE SOFTWARE. RMSS has no obligation or liability, either express
          or implied, with respect to the compatibility of RMSS Software with
          any other software unless provided or specified by RMSS including, but
          not limited to, Licensee software and/or Licensee-provided third party
          software.

13.  INDEMNIFICATION.

     13.1 PROPERTY DAMAGE. Subject to Section 12 hereof, each party agrees to
          indemnify, defend and hold harmless the other and its officers,
          directors, employees, and affiliates (including, where applicable, the
          RMSS Subsidiaries and Licensee Subsidiaries), and agents from any and
          all liabilities, losses, costs, damages and expenses (including
          reasonable attorneys' fees) arising from or in connection with the
          damage, loss (including theft) or destruction of any real property or
          tangible personal property of the indemnified party resulting from the
          actions or inactions of any employee, agent or subcontractor of the
          indemnifying party insofar as such damage arises out of or is
          ancillary to fulfilling its obligations under this Agreement and to
          the extent such damage is due to any negligence, breach of statutory
          duty, omission or default of the indemnifying party, its employees,
          agents or subcontractors.

     13.2 INFRINGEMENT OF RMSS SOFTWARE. RMSS agrees to defend at its own
          expense, any claim or action brought by any third party against
          Licensee and/or against its officers, directors, and employees and
          affiliates, for actual or alleged infringement


                                       12



          within the United States of any patent, copyright or other
          intellectual property right (including, but not limited to,
          misappropriation of trade secrets) based upon the RMSS Software
          (except to the extent such infringement claim is caused by
          Licensee-specified Custom Modifications to the RMSS Software which
          could not have been made in a non-infringing manner) or caused by the
          combination of RMSS Software with software or hardware not provided,
          specified or approved by RMSS, or based upon the Third Party Software
          ("Indemnified RMSS Software"). Licensee, at its sole discretion and
          cost, may participate in the defense and all negotiations for its
          settlement or compromise. RMSS further agrees to indemnify and hold
          Licensee, its officers, directors, employees and affiliates harmless
          from and against any and all liabilities, losses, costs, damages, and
          expenses (including reasonable attorneys' fees) associated with any
          such claim or action incurred by Licensee. RMSS shall conduct and
          control the defense of any such claim or action and negotiations for
          its settlement or compromise, by the payment of money. RMSS shall give
          Licensee, and Licensee shall give RMSS, as appropriate, prompt written
          notice of any written threat, warning or notice of any such claim or
          action against RMSS or Licensee, as appropriate, or any other user or
          any supplier of components of the Indemnified RMSS Software, which
          could have an adverse impact on Licensee's use of same, provided RMSS
          or Licensee, as appropriate, knows of such claim or action. If in any
          such suit so defended, all or any part of the Indemnified RMSS
          Software (or any component thereof) is held to constitute an
          infringement or violation of any other party's intellectual property
          rights and is enjoined, RMSS shall at its sole option take one or more
          of the following actions at no additional cost to Licensee: (i)
          procure the right to continue the use of the same without material
          interruption for Licensee; (ii) replace the same with non-infringing
          software; (iii) modify said Indemnified RMSS Software so as to be
          non-infringing; or (iv) take back the infringing Indemnified RMSS
          Software and credit Licensee with an amount equal to its prepaid but
          unused license fees hereunder. The foregoing represents the sole and
          exclusive remedy of Licensee for infringement or alleged infringement.

     13.3 DISPUTE RESOLUTION. The provisions of Section 13 shall apply with
          respect to the submission of any claim for indemnification under this
          Agreement and the resolution of any disputes relating to such claim.

14.  FORCE MAJEURE, TIME OF PERFORMANCE AND INCREASED COSTS.

     14.1 FORCE MAJEURE.

          (a)  Neither party shall be held liable for any delay or failure in
               performance of its obligations under this Agreement from any
               cause which with the observation of reasonable care, could not
               have been avoided - which may include, without limitation, acts
               of civil or military authority, government regulations,
               government agencies, epidemics, war, terrorist acts, riots,
               insurrections, fires, explosions, earthquakes, nuclear accidents,
               floods, power blackouts affecting facilities (the "Affected
               Performance").


                                       13



          (b)  Upon the occurrence of a condition described in Section 14.1(a),
               the party whose performance is affected shall give written notice
               to the other party describing the Affected Performance, and the
               parties shall promptly confer, in good faith, to agree upon
               equitable, reasonable action to minimize the impact on both
               parties of such condition, including, without limitation,
               implementing disaster recovery procedures. The parties agree that
               the party whose performance is affected shall use commercially
               reasonable efforts to minimize the delay caused by the force
               majeure events and recommence the Affected Performance. If the
               delay caused by the force majeure event lasts for more than
               fifteen (15) Days, the parties shall negotiate an equitable
               amendment to this Agreement with respect to the Affected
               Performance. If the parties are unable to agree upon an equitable
               amendment within ten (10) Days after such fifteen (15)-Day period
               has expired, then either party shall be entitled to serve thirty
               (30) Days' notice of termination on the other party with respect
               to only such Affected Performance. The remaining portion of the
               Agreement that does not involve the Affected Performance shall
               continue in full force and effect. RMSS shall be entitled to be
               paid for that portion of the Affected Performance which it
               completed through the termination date.

     14.2 TIME OF PERFORMANCE AND INCREASED COSTS. RMSS's time of performance
          under this Agreement shall be adjusted, if and to the extent
          reasonably necessary, in the event and to the extent that (i) Licensee
          fails to timely submit material data or materials in the prescribed
          form or in accordance with the requirements of this Agreement, (ii)
          Licensee fails to perform on a timely basis, the material functions or
          other responsibilities of Licensee described in this Agreement, (iii)
          Licensee or any governmental agency authorized to regulate or
          supervise Licensee makes any special request, which is affirmed by
          Licensee and/or compulsory on RMSS, which affects RMSS's normal
          performance schedule, or (iv) Licensee has modified the RMSS Software
          in a manner affecting RMSS's burden. In addition, if any of the above
          events occur, and such event results in an increased cost to RMSS,
          RMSS shall estimate such increased costs in writing in advance and,
          upon Licensee's approval, Licensee shall be required to pay any and
          all such reasonable, increased costs to RMSS upon documented
          expenditure, up to 110% of the estimate.

15.  NOTICES.

     15.1 NOTICES. Except as otherwise provided under this Agreement or in the
          Exhibits, all notices, demands or requests or other communications
          required or permitted to be given or delivered under this Agreement
          shall be in writing and shall be deemed to have been duly given when
          received by the designated recipient.

          Written notice may be delivered in person or sent via reputable air
          courier service and addressed as set forth below:


                                       14



          If to Licensee: Fidelity National Tax Service, Inc.
                          17911 Von Karman Avenue, Suite 300
                          Irvine, CA 92614
                          Attn: President

          with a copy to: Fidelity National Information Services, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: General Counsel

          If to RMSS:     Rocky Mountain Support Services, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: President

          with a copy to: Fidelity National Financial, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: General Counsel

     15.2 CHANGE OF ADDRESS. The address to which such notices, demands,
          requests, elections or other communications are to be given by either
          party may be changed by written notice given by such party to the
          other party pursuant to this Section.

16.  WARRANTIES.

     16.1 PERFORMANCE. For as long as RMSS is providing Maintenance to Licensee
          for the RMSS Software, RMSS warrants and represents that the RMSS
          Software and the Custom Modifications, as delivered to Licensee and
          the Base Modifications, will perform in all material respects in
          accordance with the respective Documentation, in concert and
          otherwise.

     16.2 PERFORMANCE OF OBLIGATIONS. Each party represents and warrants to the
          other that it shall perform its respective obligations under this
          Agreement, including Exhibits and Schedules, in a professional and
          workmanlike manner.

     16.3 COMPLIANCE WITH LAW. RMSS warrants that (i) it has the power and
          corporate authority to enter into and perform this Agreement, (ii) its
          performance of this Agreement does not and will not violate any
          governmental law, regulation, rule or order, contract, charter or
          by-law; (iii) it has sufficient right, title and interest (or another
          Subsidiary of FNF has or will grant it sufficient license rights) in
          the RMSS Software to grant the licenses herein granted, (iv) it has
          received no written notice of any third party claim or threat of a
          claim alleging that any part of the RMSS Software infringes the rights
          of any third party in any of the United States, and (v) each item of
          RMSS Software provided by or for RMSS to Licensee shall be delivered
          free of undisclosed trapdoors, Trojan horses, time bombs, time outs,
          spyware, viruses or other code which, with the passage of time,


                                       15



          in the absence of action or upon a trigger, would interfere with the
          normal use of, or access to, any file, datum or system.

     16.4 EXCLUSIVE WARRANTIES. EXCEPT AS PROVIDED IN THIS AGREEMENT, NEITHER
          PARTY MAKES ANY REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS,
          IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED
          WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
          AND EACH PARTY AGREES THAT ALL REPRESENTATIONS AND WARRANTIES THAT ARE
          NOT EXPRESSLY PROVIDED IN THIS AGREEMENT ARE HEREBY EXCLUDED AND
          DISCLAIMED.

17.  MISCELLANEOUS.

     17.1 ASSIGNMENT. Except as set forth herein, neither party may sell,
          assign, convey, or transfer the licenses granted hereunder or any of
          such party's rights or interests, or delegate any of its obligations
          hereunder without the written consent of the other party. Any such
          consent shall be conditioned upon the understanding that this
          Agreement shall be binding upon the assigning party's successors and
          assigns. Either party may assign this Agreement to any Subsidiary that
          is not a Competitor except that the assigning party shall remain
          responsible for all obligations under this Agreement including the
          payment of fees. Notwithstanding anything contained herein to the
          contrary, Licensee may not assign this Agreement to a Competitor.

     17.2 SEVERABILITY. Provided Licensee retains quiet enjoyment of the RMSS
          Software including Custom Modifications and Base Modifications, if any
          one or more of the provisions contained herein shall for any reason be
          held to be unenforceable in any respect under law, such
          unenforceability shall not affect any other provision of this
          Agreement, but this Agreement shall be construed as if such
          unenforceable provision or provisions had never been contained herein,
          provided that the removal of such offending term or provision does not
          materially alter the burdens or benefits of either of the parties
          under this Agreement or any Exhibit or Schedule, in which case the
          unenforceable portion shall be replaced by one that reflects the
          parties original intent as closely as possible while remaining
          enforceable.

     17.3 THIRD PARTY BENEFICIARIES. Except as set forth herein, the provisions
          of this Agreement are for the benefit of the parties and not for any
          other person. Should any third party institute proceedings, this
          Agreement shall not provide any such person with any remedy, claim,
          liability, reimbursement, cause of action, or other right.

     17.4 GOVERNING LAW; FORUM SELECTION; CONSENT OF JURISDICTION. This
          Agreement will be governed by and construed under the laws of the
          State of Florida, USA, without regard to principles of conflict of
          laws. The parties agree that the only circumstance in which disputes
          between them, not otherwise excepted from the


                                       16



          resolution process described in Section 11, will not be subject to the
          provisions of Section 11 is where a party makes a good faith
          determination that a breach of the terms of this Agreement by the
          other party requires prompt and equitable relief. Each of the parties
          submits to the personal jurisdiction of any state or federal court
          sitting in Jacksonville, Florida with respect to such judicial
          proceedings. Each of the parties waives any defense of inconvenient
          forum to the maintenance of any action or proceeding so brought and
          waives any bond, surety or to other security that might be required of
          any party with respect thereto. Any party may make service on the
          other party by sending or delivering a copy of the process to the
          party to be served at the address set forth in Section 15 above.
          Nothing in this Section, however, shall affect the right of any party
          to serve legal process in any other manner permitted by law or in
          equity. Each party agrees that a final judgment in any action or
          proceeding so brought shall be conclusive and may be enforced by suit
          on the judgment or in any other manner provided by law or in equity.

     17.5 EXECUTED IN COUNTERPARTS. This Agreement may be executed in
          counterparts, each of which shall be an original, but such
          counterparts shall together constitute but one and the same document.

     17.6 CONSTRUCTION. The headings and numbering of sections in this Agreement
          are for convenience only and shall not be construed to define or limit
          any of the terms or affect the scope, meaning or interpretation of
          this Agreement or the particular section to which they relate. This
          Agreement and the provisions contained herein shall not be construed
          or interpreted for or against any party because that party drafted or
          caused its legal representative to draft any of its provisions.

     17.7 ENTIRE AGREEMENT. This Agreement, including the Exhibits and Schedules
          attached hereto and the agreements referenced herein constitute the
          entire agreement between the parties, and supersedes all prior oral or
          written agreements, representations, statements, negotiations,
          understandings, proposals, marketing brochures, correspondence and
          undertakings related thereto.

     17.8 AMENDMENTS AND WAIVERS. This Agreement may be amended only by written
          agreement signed by duly authorized representatives of each party. No
          waiver of any provisions of this Agreement and no consent to any
          default under this Agreement shall be effective unless the same shall
          be in writing and signed by or on behalf of both parties. No course of
          dealing or failure of any party to strictly enforce any term, right or
          condition of this Agreement shall be construed as a waiver of such
          term, right or condition. Waiver by either party of any default by the
          other party shall not be deemed a waiver of any other default.
          Notwithstanding the foregoing, at any time prior to the Sale of FNIS
          or any offering and sale to the public of any shares or equity
          securities of FNIS or any of its Subsidiaries pursuant to a
          registration statement in the United States, this Agreement may not be
          amended without the prior written consent of Thomas H. Lee Equity Fund
          V, L.P. ("THL") and TPG Partners III, L.P. ("TPG") if such amendment
          would affect Sections 2.1, 3, 4, 5, 9, 13, 14.2, 16.2, 17.10, Exhibits
          B


                                       17



          or C, either party's limitation of liability, RMSS' right to terminate
          or rights upon default by Licensee or a Licensee Subsidiary, in any
          manner materially adverse to the consolidated business activities of
          the FNIS Group (defined below), taken as a whole, or FNIS Group's
          costs of doing business, viewed on a consolidated basis, provided that
          in no event shall any change to the schedules hereto require such
          prior written consent unless such change would materially and
          adversely affect in any manner FNIS Group's consolidated business
          activities, taken as a whole, or FNIS Group's costs of doing business,
          viewed on a consolidated basis, and provided, further, that in no
          event shall the amendment provisions set forth in this Section 17.8 be
          amended or modified without the consent of THL and TPG. THL and TPG
          are intended third party beneficiaries of this Agreement solely with
          respect to this Section 17.8. "FNIS Group" means FNIS, Subsidiaries of
          FNIS, and each Person that FNIS directly or indirectly controls
          (within the meaning of the Securities Act) immediately after the
          Effective Date, and each other individual, a partnership, corporation,
          limited liability company, association, joint stock company, trust,
          joint venture, unincorporated organization, governmental entity or
          department, agency, or political subdivision thereof that becomes an
          Affiliate of FNIS after the Effective Date. "Sale of FNIS" means an
          acquisition by any Person (within the meaning of Section 3(a)(9) of
          the Securities and Exchange Act of 1934, as amended (the "Exchange
          Act") and used in Sections 13(d) and 14(d) thereof ("Person")) of
          Beneficial Ownership (within the meaning of Rule 13d-3 under the
          Exchange Act) of 50% or more of either the then outstanding shares of
          FNIS common stock or the combined voting power of the then outstanding
          voting securities of FNIS entitled to vote generally in the election
          of directors; excluding, however, the following: (i) any acquisition
          directly from FNIS, other than an acquisition by virtue of the
          exercise of a conversion privilege unless the security being so
          converted was itself acquired directly from FNIS or (ii) any
          acquisition by any employee benefit plan (or related trust) sponsored
          or maintained by FNIS or a member of the FNIS Group.

     17.9 REMEDIES CUMULATIVE. Unless otherwise provided for under this
          Agreement, all rights of termination or cancellation, or other
          remedies set forth in this Agreement, are cumulative and are not
          intended to be exclusive of other remedies to which the injured party
          may be entitled by law or equity in case of any breach or threatened
          breach by the other party of any provision in this Agreement. Use of
          one or more remedies shall not bar use of any other remedy for the
          purpose of enforcing any provision of this Agreement.

     17.10 TAXES. All charges and fees to be paid under this Agreement are
          exclusive of any applicable sales, use, service or similar tax which
          may be assessed currently or in the future on the RMSS Software or
          related services provided under this Agreement. If a sales, use,
          services or a similar tax is assessed on the RMSS Software or related
          services provided to Licensee under this Agreement, Licensee will pay
          directly, reimburse or indemnify RMSS for such taxes as well as any
          applicable interest and penalties. Licensee shall pay such taxes in
          addition to the sums otherwise due under this Agreement. RMSS shall,
          to the extent it is aware of taxes, itemize them on a proper VAT, GST
          or other invoice submitted pursuant


                                       18



          to this Agreement. All property, employment and income taxes based on
          the assets, employees and net income, respectively, of RMSS shall be
          RMSS's sole responsibility. The parties will cooperate with each other
          in determining the extent to which any tax is due and owing under the
          circumstances and shall provide and make available to each other any
          withholding certificates, information regarding the location of use of
          the RMSS Software or provision of the services or sale and any other
          exemption certificates or information reasonably requested by either
          party.

     17.11 PRESS RELEASES. The parties shall consult with each other in
          preparing any press release, public announcement, news media response
          or other form of release of information concerning this Agreement or
          the transactions contemplated hereby that is intended to provide such
          information to the news media or the public (a "Press Release").
          Neither party shall issue or cause the publication of any such Press
          Release without the prior written consent of the other party; except
          that nothing herein will prohibit either party from issuing or causing
          publication of any such Press Release to the extent that such action
          is required by applicable law or the rules of any national stock
          exchange applicable to such party or its affiliates, in which case the
          party wishing to make such disclosure will, if practicable under the
          circumstances, notify the other party of the proposed time of issuance
          of such Press Release and consult with and allow the other party
          reasonable time to comment on such Press Release in advance of its
          issuance.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
Date by their duly authorized representatives.

FIDELITY NATIONAL TAX SERVICE, INC.     ROCKY MOUNTAIN SUPPORT SERVICES, INC.


By: /s/ Michael L. Gravelle             By: /s/ Peter T. Sadowski
    ---------------------------------       ------------------------------------
Name: Michael L. Gravelle               Name: Peter T. Sadowski
Title: Senior Vice President            Title: Vice President


                                       19

                                                                   EXHIBIT 10.46

                 CROSS CONVEYANCE AND JOINT OWNERSHIP AGREEMENT

     This Joint Ownership Agreement (this "Agreement"), dated March 4, 2005 is
entered into between LSI Title Company, a California corporation ("LSI") and
Rocky Mountain Support Services, Inc., an Arizona corporation ("RMSS"). Each of
LSI and RMSS shall hereinafter be referred to as a "Party" and, collectively, as
the "Parties."

     WHEREAS, LSI has been developing software known between the Parties as
eLenderSolutions as more particularly described on Exhibit A
("eLenderSolutions");

     WHEREAS, RMSS and LSI have each paid for a portion of the development of
eLenderSolutions;

     WHEREAS, the Parties believe that it is in their respective interests to
share in ownership of eLenderSolutions;

     NOW THEREFORE, in consideration of the mutual covenants and the promises
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Parties, intending to be
legally bound hereby, agree as follows:

1.   Grant of Ownership.

     1.1  Each of LSI and RMSS grants, conveys, assigns and sets over to the
          other, and each of LSI and RMSS accepts from the other, any and all
          rights that each has in eLenderSolutions, such that both LSI and RMSS
          have an undivided interest in and are joint owners of all right, title
          and interest, including copyrights, in and to eLenderSolutions and any
          related documentation held by either of them heretofore.

     1.2  Notwithstanding the undivided half interests of LSI and RMSS in
          eLender Solutions, the Parties shall have no duty of accounting to one
          another with regard to revenue derived from any license, transfer or
          other transaction involving eLender Solutions. Subject to Section 4
          herein, either party may license or otherwise exploit eLender
          Solutions in any manner it sees fit and need not obtain consent from
          the other party to do so, and the parties shall cooperate with one
          another in filing for or registering with any relevant governmental
          authority any proprietary rights, including without limitation
          copyrights, in eLender Solutions, and shall execute reasonably
          promptly any documents or consents necessary for such filings or
          registrations, provided that any such filings or registrations
          indicate joint ownership by the parties of eLender Solutions.

2.   Development.

     2.1  The Parties agree to conduct good faith negotiations to enter into a
          joint development agreement for eLenderSolutions (a "Joint Development
          Agreement").


                                        1



3.   Delivery.

     3.1  Each Party must deliver a copy of the version of eLenderSolutions in
          their possession as of the date of this Agreement, including all
          source code, object code and related documentation, to the other Party
          within ten (10) days following a written request by the other Party
          for such delivery.

4.   Confidentiality.

     4.1  eLenderSolutions and any related documentation are the confidential
          and proprietary property of both RMSS and LSI and, subject to any
          contrary position in a Joint Development Agreement as effective (if at
          all), neither Party shall disclose such confidential and proprietary
          information to any third party, other than to (a) third party
          consultants and developers under written obligations of nondisclosure
          comparable to those herein, (b) competent regulators, auditors or
          attorneys of the receiving Party after having been given notice of its
          confidential nature, or (c) pursuant to enforceable judicial process
          or other legal compulsion.

5.   Further Assurances.

     5.1  Upon request of either Party, the other shall take such actions and
          execute and deliver such documents as may be reasonably requested to
          record, perfect, register, or otherwise memorialize the allocation of
          title in intellectual property contemplated herein, at the expense of
          the requesting Party.

6.   Notices.

     6.1  Except as otherwise provided under this Agreement, all notices,
          demands or requests or other communications required or permitted to
          be given or delivered under this Agreement shall be in writing and
          shall be deemed to have been duly given when received by the
          designated recipient. Written notice may be delivered in person or
          sent via reputable courier service and addressed as set forth below:

          If to RMSS:     Rocky Mountain Support Services, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: President

          with a copy to: Rocky Mountain Support Services, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: General Counsel

          If to LSI:      LSI Title Company
                          17911 Von Karman Ave.
                          Irvine, CA 92614
                          Attn: President



          with a copy to: Fidelity National Information Services, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: General Counsel

     6.2  The address to which such notices, demands, requests, elections or
          other communications are to be given by either Party may be changed by
          written notice given by such Party to the other Party pursuant to this
          Section.

7.   Miscellaneous.

     7.1  This Agreement shall be governed by, and construed in accordance with,
          the laws of California. The Parties hereby submit to the personal
          jurisdiction of the state and federal courts in the State of
          California for the purpose of adjudication of all matters arising
          hereunder or relating hereto which may be the subject of litigation
          between the Parties.

     7.2  This Agreement constitutes the entire agreement between the Parties
          pertaining to the subject matter hereof and supersedes and integrates
          all prior and contemporaneous agreements, representations and
          understandings of the Parties, oral and written, pertaining to the
          subject matter hereof. No supplement, modification or amendment of
          this Agreement shall be binding unless in a writing executed by both
          Parties. Notwithstanding the foregoing, at any time prior to the Sale
          of FMS or any offering and sale to the public of any shares or equity
          securities of FNIS or any of its Subsidiaries pursuant to a
          registration statement in the United States, this Agreement may not be
          amended without the prior written consent of Thomas H. Lee Equity Fund
          V, L.P. ("THL") and TPG Partners III, L.P. ("TPG") if such amendment
          would affect any of Section 1, Section 2, Section 3 or Section 5, in
          any manner materially adverse to the consolidated business activities
          of the FNIS Group (defined below), taken as a whole, or FNIS Group's
          costs of doing business, viewed on a consolidated basis, provided that
          in no event shall any change to the schedules hereto require such
          prior written consent unless such change would materially and
          adversely affect in any manner FNIS Group's consolidated business
          activities, taken as a whole, or FNIS Group's costs of doing business,
          viewed on a consolidated basis, and provided, further, that in no
          event shall the amendment provisions set forth in this Section 7.2 be
          amended or modified without the consent of THL and TPG. THL and TPG
          are intended third party beneficiaries of this Agreement solely with
          respect to this Section 7.2. "FNIS Group" means FNIS, Subsidiaries of
          FNIS, and each Person that FNIS directly or indirectly controls
          (within the meaning of the Securities Act) immediately after the
          Effective Date, and each other individual, a partnership, corporation,
          limited liability company, association, joint stock company, trust,
          joint venture, unincorporated organization, governmental entity or
          department, agency, or political subdivision thereof that becomes an
          Affiliate of FNIS after the Effective Date. "Sale of FNIS" means an
          acquisition by any Person (within the meaning of Section 3(a)(9) of
          the Securities and Exchange Act of 1934, as amended (the "Exchange
          Act") and used in Sections 13(d) and 14(d) thereof ("Person")) of
          Beneficial Ownership (within the meaning of Rule 13d-3 under the
          Exchange Act) of 50% or more of either the then outstanding shares of
          FNIS common stock or the combined voting power of the then outstanding
          voting securities of FNIS entitled to vote generally in the election
          of directors; excluding, however, the following:



          (i) any acquisition directly from FNIS, other than an acquisition by
          virtue of the exercise of a conversion privilege unless the security
          being so converted was itself acquired directly from FNIS or (ii) any
          acquisition by any employee benefit plan (or related trust) sponsored
          or maintained by FNIS or a member of the FNIS Group.

     7.3  Headings used herein are for the convenience of the Parties and shall
          not be deemed part of the Agreement or used in its construction.

     7.4  This Agreement may not be assigned by either of the Parties without
          the prior written consent of the other Party. This Agreement is
          binding on the successors and assigns of each Party.

     7.5  Nothing herein is intended to create, and shall not be asserted or
          construed to create, a joint venture, partnership or agency of any
          nature between the Parties. Except as specifically set forth herein,
          each Party assumes sole and full responsibility for its acts and the
          acts of its directors, officers, employees, agents and affiliates.
          Neither Party has any authority to make commitments or enter into
          contracts on behalf of, bind, or otherwise obligate the other Party in
          any manner whatsoever except as specifically set forth herein.

          IN WITNESS WHEREOF, the Parties have duly executed this Agreement as
of the date first written above.

ROCKY MOUNTAIN SUPPORT SERVICES, INC.   LSI TITLE COMPANY


By: /s/ Peter T. Sadowski               By: /s/ Michael L. Gravelle
    ---------------------------------       ------------------------------------
Print: Peter T. Sadowski                Print: Michael L. Gravelle
Title: Vice President                   Title: Senior Vice President
Date: March 4, 2005                     Date: March 4, 2005

                                                                   EXHIBIT 10.47


                                ELENDER SOLUTIONS
                              SOFTWARE DEVELOPMENT
                                       AND
                               PROPERTY ALLOCATION
                                    AGREEMENT

This SOFTWARE DEVELOPMENT AND PROPERTY ALLOCATION AGREEMENT (the "Agreement") is
made and entered into as of March 4, 2005 (the "Effective Date"), by and between
ROCKY MOUNTAIN SUPPORT SERVICES, INC., an Arizona corporation ("RMSS") and LSI
TITLE COMPANY, a California corporation ("LSI").

                                   WITNESSETH:

WHEREAS, pursuant to a Cross Conveyance and Joint Ownership Agreement between
the parties dated as of the Effective Date, RMSS and LSI are equal owners of an
undivided interest in an incomplete software package termed by the parties
'eLender Solutions' (the "Software");

WHEREAS, the parties agree that, subject to the terms herein, LSI shall pursue
completion of Release 1.0 of the Software and deliver to RMSS that version of
the Software which will perform in accordance with the specifications described
in Schedule A to this Agreement (the "Specifications"), and the related
documentation describing the Software and those Specifications ("Release 1.0 of
the Software");

WHEREAS, LSI is willing to undertake such development on the terms herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements and
covenants set forth herein, the parties agree as follows:

1.   DEVELOPMENT & DELIVERY UNDERTAKING OF RELEASE 1.0 OF THE SOFTWARE

     1.1  LSI shall continue to expend at least that level of effort and
          resources used prior to the Effective Date, which shall at least
          represent a reasonable level of effort and resources that are
          necessary to enable LSI to perform and complete its obligations under
          this Agreement, in development hereunder of Release 1.0 of the
          Software with the goal of producing, no later than August 31, 2005,
          Release 1.0 of the Software satisfying the Specifications in all
          material respects together with basic documentation ("Documentation").
          LSI reserves the right to propose changes to the specifications of
          Release 1.0 of the Software to conform it to LSI's ongoing business
          requirements. Upon RMSS' written approval, which approval shall not be
          unreasonably withheld or delayed, the new specifications shall become
          Specifications for purposes of this Agreement.

     1.2  Designated representatives of LSI and RMSS shall meet monthly or as
          otherwise agreed during the term hereof to discuss the status of the
          Software development. LSI shall provide to RMSS, in a format mutually
          agreed upon by the parties and


                                        1



          within one (1) day of the monthly meeting, a written status report
          describing Release 1.0 of the Software and Documentation development
          progress.

     1.3  Upon delivery of the proposed Release 1.0 of the Software and
          Documentation to RMSS by LSI, RMSS shall have a period of forty-five
          (45) days to confirm that the Software performs in accordance with its
          Specifications and that the Documentation is reasonably complete as to
          the major functions of the Software and substantially accurate. If
          RMSS reasonably believes that the Software does not perform in
          accordance with the Specifications, RMSS shall so inform LSI in a
          detailed writing of the areas of nonconformance. LSI shall use
          reasonable efforts to revise the Software to make it conform to the
          Specifications, and RMSS shall cooperate with such efforts as
          reasonably requested by LSI. Both parties will cooperate in good faith
          to apply any agreed testing criteria for Release 1.0 of the Software.
          Upon RMSS' confirmation that the Software has successfully performed
          in accordance with the Specifications with no severity one and two
          errors, which confirmation will not be unreasonably withheld or
          delayed, the Software will be deemed "Accepted." Notwithstanding RMSS'
          acceptance testing rights, LSI may use the Software in production to
          support LSI's own business at any time.

     1.4  LSI shall deliver to RMSS a copy of the current relevant work product,
          including source code (in a format reasonably requested by RMSS), and
          a copy of Documentation theretofore developed by LSI within seven
          business days following completion of each release, which is presently
          scheduled in each even calendar month. If LSI does not make such
          delivery in an even calendar month, then RMSS may request such a
          delivery upon written request to LSI. Regardless of the specific
          calendar month involved or RMSS' request, the same duty of delivery
          shall be due as of, and within seven business days following, the
          close of business on August 31, 2005 and on the close of business on
          the last day of the Term hereunder. The parties agree that the failure
          of LSI to comply with this Section 1.7 will result in irreparable harm
          to RMSS, which harm is not capable of full compensation by the payment
          of monetary damages, and therefore, RMSS shall be entitled to seek the
          granting of injunctive relief, including, but not limited to a
          preliminary injunction, without the requirement of RMSS' posting of
          bond to address any such failure by LSI.

2.   DEVELOPMENT OF SOFTWARE BEYOND RELEASE 1.0 OF THE SOFTWARE

     2.1  During the Term but after Acceptance of Release 1.0, LSI agrees to
          continue to further develop and enhance the Software in a manner and
          timeframe consistent with LSI's business objectives. Prior to August
          31, 2005 and from time to time thereafter, the parties shall promptly
          commence meeting, on a schedule to be agreed at that time, to discuss
          the features, functions, and timing of any such new development. RMSS
          shall have the right to provide input with respect to such new
          development direction, but ultimately LSI shall have the final
          decision on the scope and timing of any future development of the
          Software. After LSI establishes the future development direction of
          the Software, it shall provide


                                        2



          RMSS with the applicable development specifications, at which time,
          and unless otherwise agreed to by the parties, the terms and
          conditions of Section 1 with respect to the Release 1.0 of the
          Software will apply to this new development for the remainder of the
          Term, as extended by mutual agreement of the parties.

     2.2  In the event that the parties do not agree to continue their joint
          development arrangement beyond the Term, LSI, for a two year period
          thereafter and when requested by RMSS, agrees to offer and provide
          access to RMSS to subsequent releases of LSI internally developed
          Software on commercially reasonable financial and other terms.

3.   TERM

     3.1  Unless earlier terminated as contemplated herein or extended by the
          mutual agreement of the parties, this Agreement shall continue until
          March 31, 2006 (the "Term"). Neither termination nor expiration shall
          terminate any obligations accrued hereunder prior to such time.

4.   COMPENSATION

     4.1  Through March 31, 2006, RMSS agrees to pay LSI five hundred thousand
          ($500,000) per month for LSI's development services. RMSS shall pay
          LSI within thirty (30) days of receipt of invoice. The parties have
          specified August 31, 2005 as a "Target Completion Date" for Release
          1.0 of the Software.

     4.2  Following Acceptance and for the duration of the Term, LSI shall offer
          maintenance for the Software, as described in Schedule B hereto, for
          no incremental fee. Any related professional services for custom
          development, conversion, integration, hosting or training assistance
          shall be performed pursuant to further agreement between the parties.
          The parties intend that RMSS will utilize Release 1.0 of the Software
          from within the LSI environment. If RMSS elects to maintain and use
          Release 1.0 of the Software in an RMSS environment, RMSS shall bear
          the costs of any third party hardware and software necessary to
          establish and run the Software in RMSS' environment.

5.   PRODUCTION BACK OFFICE

     5.1  In the event that RMSS elects to utilize the rules engine component of
          Release 1.0 of the Software in production, then RMSS agrees that it
          will only utilize LSI services, and not the data and services of any
          other third party, with respect to the use of such rules engine.
          Similarly, if in connection with providing such services to RMSS, LSI
          needs to obtain any "Starters" and "L&Vs" from Fidelity National
          Financial, Inc. under that certain FNF Starters Repository Access
          Agreement dated as of the Effective Date between Fidelity National
          Financial, Inc. and Fidelity National Information Services, Inc. (the
          "Starters Agreement"), then either RMSS agrees to reimburse LSI for
          the fees paid to Fidelity National Financial, Inc. for access to the
          Starters and L&V under the Starters Agreement,


                                        3



          or to cause Fidelity National Financial, Inc. not to charge FNIS for
          the fees to access the Starters and L&Vs under the Starters Agreement.

     5.2  If RMSS desires to purchase production back office processing services
          with respect to its use of the Software during the Term, it shall so
          inform LSI and Provide LSI with the opportunity to make a commercial
          proposal to provide such services.

6.   TITLE IN DEVELOPMENTS

     6.1  Each Party shall own an undivided half interest in the Software
          (including Release 1.0 of the Software and any subsequent development
          of the Software during the Term), and related Documentation (without a
          duty of accounting) as it is further developed and enhanced hereunder
          and as it exists upon termination of this Agreement, maintaining the
          allocation of title established by the above-referenced Cross
          Conveyance and Joint Ownership Agreement. During the Term, LSI hereby
          makes a continuing assignment of an undivided one half interest in its
          Software (including Release 1.0 of the Software and subsequent
          development of the Software during the Term) and Documentation work
          product hereunder including without limitation related know-how,
          concepts, inventions, copyrights, source and object code. The
          foregoing continuing assignment shall cease upon termination hereof
          but the allocation of property subject to the assignment to such date
          shall be unaffected thereby.

     6.2  Subject to Section 7 herein, each party may use the work product
          arising hereunder and owned by it in any manner it may choose,
          including without limitation development of derivative works. Neither
          party shall have to account to the other for any profits it may make
          from exploitation of such work product within the terms of permitted
          use hereunder.

     6.3  From time to time, upon request of either party, at the expense of the
          requesting party, the other party shall take such actions and execute
          and deliver such documents, as the requesting party may reasonably
          specify for purposes of recording, perfecting or otherwise
          memorializing the foregoing allocation of property interest. This
          provision shall survive the term of this Agreement.

7.   LSI COVENANTS, REPRESENTATIONS AND WARRANTIES

     7.1  LSI covenants, represents and warrants as follows:

          7.1.1 the service to be provided to RMSS hereunder shall be performed
               in a professional and workmanlike manner;

          7.1.2 the Software development shall reflect solely the original work
               product of LSI unless the inclusion of third-party source code
               materials is embedded in the Software and is otherwise disclosed
               in writing in advance to RMSS;


                                        4



          7.1.3 If the services of a consultant or contractor are used by LSI in
               connection with development of the Software, LSI shall secure all
               necessary agreements to assure that (i) the title to its work
               product vests in LSI and, pursuant hereto, in RMSS, and that (ii)
               consultant or contractor is bound to the duties of
               confidentiality reasonably similar to those described in this
               Agreement;

          7.1.4 the Software developed hereunder shall not infringe or
               misappropriate any intellectual property rights, including
               without limitation, copyrights, trademarks, trade secrets or
               patents, or contractual rights of any third party;

          7.1.5 (a) it has the power and corporate authority to enter into and
               perform this Agreement, (b) its performance of this Agreement
               does not and will not violate any governmental law, regulation,
               rule or order, contract, charter or by-law; (c) it has received
               no written notice of any third party claim or threat of a claim
               alleging that any part of the Software infringes the rights of
               any third party in any of the United States, and (d) each item of
               Software developed hereunder shall be delivered free of
               undisclosed trapdoors, Trojan horses, time bombs, time outs,
               spyware, viruses or other code which, with the passage of time,
               in the absence of action or upon a trigger, would interfere with
               the normal use of, or access to, any file, datum or system.

     7.2  THE EXPRESS WARRANTIES SET FORTH IN THIS PARAGRAPH ARE THE ONLY
          WARRANTIES HEREUNDER; THERE ARE NO OTHER WARRANTIES, EXPRESS OR
          IMPLIED, AND SPECIFICALLY THERE ARE NO IMPLIED WARRANTIES OF
          MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THESE WARRANTIES
          SURVIVE THE TERM OF THIS AGREEMENT.

8.   CONFIDENTIALITY.

     8.1  Proprietary Information (i) shall be deemed the confidential property
          of the disclosing party (or the party for whom such data was collected
          or processed, if any), (ii) shall be used solely for the purposes of
          administering and otherwise implementing the terms of this Agreement
          and any ancillary agreements, and (iii) shall be protected by the
          receiving party in accordance with the terms of this Section 7. This
          Section 7 shall survive the term.

     8.2  Except as set forth in this Section, neither party shall disclose the
          Proprietary Information of the other party in whole or in part,
          including derivations, to any third party except as contemplated
          herein. In no event shall source code for the Software or derivative
          works be shared with any third party except under a perpetual duty of
          nondisclosure. If the parties agree to a specific nondisclosure period
          for a specific document, the disclosing party shall mark the document
          with that nondisclosure period. In the absence of a specific period,
          the duty of


                                        5



          confidentiality for (a) object code versions of the Software and
          related Documentation shall extend until the Software has been
          Accepted or until termination of this Agreement and (b) with respect
          to any other Proprietary Information shall extend for a period of (5)
          five years from disclosure. Proprietary Information shall be held in
          confidence by the receiving party and its employees, and shall be
          disclosed to only those of the receiving party's employees and
          professional advisors who have a need for it in connection with the
          administration and implementation of this Agreement. Each party shall
          use the same degree of care and afford the same protections to the
          Proprietary Information of the other party as it uses and affords to
          its own Proprietary Information.

     8.3  Proprietary Information shall not be deemed proprietary and, subject
          to the carve-out below, the receiving party shall have no obligation
          of nondisclosure with respect to any such information which:

          8.3.1 is or becomes publicly known through no wrongful act, fault or
               negligence of the receiving party;

          8.3.2 was disclosed to the receiving party by a third party that was
               free of obligations of confidentiality to the party providing the
               information;

          8.3.3 is approved for release by written authorization of the
               disclosing party;

          8.3.4 was known to the receiving party prior to receipt of the
               information; or

          8.3.5 is publicly disclosed pursuant to a requirement or request of a
               governmental agency, or disclosure is required by operation of
               law.

     8.4  The parties acknowledge that this Agreement contains confidential
          information that may be considered proprietary by one or both of the
          parties, and agree to limit distribution of this Agreement to those
          employees of the parties with a need to know the contents of this
          Agreement or as required by law or national stock exchange rule. In no
          event may this Agreement be reproduced or copies shown to any third
          parties (except counsel, auditors and professional advisors) without
          the prior written consent of the other party, except as may be
          necessary by reason of legal, accounting, tax or regulatory
          requirements, in which event the respective parties agree to exercise
          reasonable diligence in limiting such disclosure to the minimum
          necessary under the particular circumstances.

          8.4.1 In addition, each party shall give notice to the other party of
               any demands to disclose or provide Proprietary Information of the
               other party under or pursuant to lawful process prior to
               disclosing or furnishing such Proprietary Information, and shall
               cooperate in seeking reasonable protective arrangements.


                                        6



9.   GOVERNING LAW; DISPUTE RESOLUTION

     9.1  This Agreement shall be governed by, and construed in accordance with,
          the laws of Florida. The parties hereby submit to the personal
          jurisdiction of the state and federal courts in the State of Florida
          for the purpose of adjudication of all matters arising hereunder or
          relating hereto which may be the subject of litigation between the
          parties.

     9.2  If, prior to the termination of this Agreement, a dispute arises
          between RMSS and LSI with respect to the terms and conditions of this
          Agreement, or any subject matter governed by this Agreement, such
          dispute shall be settled as set forth in Sections 8.3-8.7 of this
          Section 8.

     9.3  The parties shall escalate and negotiate, in good faith, any claim or
          dispute that has not been satisfactorily resolved between the parties
          at the level where the issue is discovered and has immediate impact.
          Escalation shall be by written notice to the other party and to the
          movant's president. Such president (or his or her designee) shall
          attempt to resolve such a dispute within twenty (20) days of the
          initial communication between them on the topic of the dispute (which
          may be by notice). The location, format, frequency, duration and
          termination of these discussions shall be left to the discretion of
          the representatives involved. If such parties do not resolve the
          underlying dispute within such twenty (20) day period, then either
          party may notify the other in writing that the dispute is to be
          elevated to binding arbitration.

     9.4  All discussions and correspondence among the representatives for
          purposes of these negotiations shall be treated as Confidential
          Information developed for purposes of settlement, exempt from
          discovery and production, which shall not be admissible in any
          subsequent proceedings between the parties. Documents identified in or
          provided with such communications, which are not prepared for purposes
          of the negotiations, are not so exempted and may, if otherwise
          admissible, be admitted in evidence in such subsequent proceeding.

     9.5  Either party may request arbitration by giving the other party written
          notice to such effect, which notice shall describe, in reasonable
          detail, the nature of the dispute, controversy or claim. Such
          arbitration shall be governed by the then current version of the
          Commercial Arbitration Rules and Mediation Procedures of the American
          Arbitration Association. The Arbitration will be conducted in
          Jacksonville, Florida in front of one mutually agreed upon arbitrator.

     9.6  Each party shall bear its own fees, costs and expenses of the
          arbitration and its own legal expenses, attorneys' fees and costs of
          all experts and witnesses. Unless the award provides otherwise, the
          fees and expenses of the arbitration procedures, including the fees of
          the arbitrator or arbitrators, will be shared equally by the parties.


                                        7



     9.7  Any award rendered pursuant to such arbitration shall be final,
          conclusive and binding upon the parties, and any judgment thereon may
          be entered and enforced in any court of competent jurisdiction.

10.  INDEMNIFICATION

     10.1 Each party (in this context, the "Indemnitor") shall defend,
          indemnify, and hold harmless the other, its officers, directors,
          agents, and employees (collectively, "Indemnitees") against all costs,
          expenses, and losses (including reasonable attorney fees and costs)
          incurred by reason of claims of third parties against any of the
          Indemnitees based on any Indemnitor use of, or related Indemnitor
          representations or assurances with respect to, the Software to such
          third party (or any derivative work developed by or for the
          Indemnitor).

     10.2 LSI shall defend, indemnify, and hold harmless RMSS against all costs,
          expenses and losses (including reasonable attorneys' fees and costs)
          incurred by reason of claims of third parties arising from the breach
          of Section 6.1.2, 6.1.3, or 6.1.4 hereof.

11.  INFRINGEMENTS BY THIRD PARTIES

     11.1 The parties shall cooperate reasonably in the prosecution of
          infringers of the Software. If the parties cannot agree to pursue a
          purported infringer, a party wishing to pursue such infringer on its
          own may do so at its own expense (and to its own benefit), and the
          other party shall, to the extent necessary, assign its right to pursue
          such a claim to the former party.

     11.2 Notwithstanding the foregoing, if a party unilaterally pursuing a
          purported infringer is the subject of a judgment invalidating or
          derogating in any material way from the value of the Software to the
          party having elected not to pursue such enforcement, the latter party
          may initiate binding arbitration, pursuant to Section 8 hereof, to
          determine the diminution in value to it of the Software in light of
          the aforementioned judgment, and to recover from the party having
          elected to pursue a claim, an equal amount.

12.  TERMINATION AND LIMITATION OF LIABILITY

     12.1 The parties may terminate this Agreement upon mutual agreement by
          written consent.

     12.2 If either party fails to perform any of its material obligations under
          this Agreement and does not cure such failure within thirty (30) days
          of receipt (or, if a cure could not reasonably be completed in thirty
          days, but the other party is diligently pursuing a cure, then within
          sixty (60) days) of notice of default, then the other party may
          terminate this Agreement effective on the last day of the cure period.


                                        8



     12.3 EACH PARTY SHALL BE LIABLE TO THE OTHER FOR ALL DIRECT DAMAGES ARISING
          OUT OF OR RELATED TO ANY CLAIMS, ACTIONS, LOSSES, COSTS, DAMAGES AND
          EXPENSES RELATED TO, IN CONNECTION WITH OR ARISING OUT OF THIS
          AGREEMENT. SUBJECT TO SECTION 11.4 BUT NOTWITHSTANDING ANYTHING ELSE
          IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE AGGREGATE
          LIABILITY OF EITHER PARTY TO THE OTHER FOR DAMAGES, WHETHER ARISING IN
          CONTRACT, TORT, EQUITY, NEGLIGENCE OR OTHERWISE EXCEED THE AMOUNT OF
          FEES PAID BY RMSS TO LSI PURSUANT TO THIS AGREEMENT OVER THE TWELVE
          MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH
          LIABILITY.

     12.4 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL,
          PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.

13.  NOTICES

     13.1 Except as otherwise provided under this agreement, all notices,
          demands or requests or other communications required or permitted to
          be given or delivered under this agreement shall be in writing and
          shall be deemed to have been duly given when received by the
          designated recipient. Written notice may be delivered in person or
          sent via reputable courier service and addressed as set forth below:

          If to RMSS:     Rocky Mountain Support Services, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: President

          with a copy to: Fidelity National Financial, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: General Counsel

          If to LSI:      LSI Title Company
                          17911 Von Karman Ave.
                          Irvine, CA 92614
                          Attn: President

          with a copy to: Fidelity National Information Services, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: General Counsel


                                        9



     13.2 The address to which such notices, demands, requests, elections or
          other communications are to be given by either party may be changed by
          written notice given by such party to the other party pursuant to this
          Section.

14.  MISCELLANEOUS

     14.1 Waiver. No waiver by either party of any default shall be deemed as a
          waiver of prior or subsequent default of the same of other provisions
          of this agreement.

     14.2 Severable Agreement. If any term, clause or provision hereof is held
          invalid or unenforceable by a court of competent jurisdiction, such
          invalidity shall not affect the validity or operation of any other
          term, clause or provision and such invalid term, clause or provision
          shall be deemed to be severed from this agreement.

     14.3 Integrated Agreement. This agreement constitutes the entire agreement
          between the parties pertaining to the subject matter hereof and
          supersedes and integrates all prior and contemporaneous agreements,
          representations and understandings of the parties, oral and written,
          pertaining to the subject matter hereof. No supplement, modification
          or amendment of this agreement shall be binding unless in a writing
          executed by both parties.

     14.4 Headings. Headings used herein are for the convenience of the parties
          and shall not be deemed part of the agreement or used in its
          construction.

     14.5 Assignment. This agreement may not be assigned by either of the
          parties without the prior written consent of the other party; any
          purported assignment in breach of the foregoing shall be without legal
          effect to assign this agreement. This agreement is binding on the
          successors and permitted assigns of each party.

     14.6 Relationship of Parties. Nothing herein is intended to create, and
          shall not be asserted or construed to create, a joint venture,
          partnership or agency of any nature between the parties. Except as
          specifically set forth herein, each party assumes sole and full
          responsibility for its acts and the acts of its directors, officers,
          employees, agents and affiliates. Neither party has any authority to
          make commitments or enter into contracts on behalf of, bind, or
          otherwise obligate the other party in any manner whatsoever except as
          specifically set forth herein.

     14.7 Amendment. Notwithstanding the foregoing, at any time prior to the
          Sale of Fidelity National Information Services, Inc. ("FNIS"), (as
          defined below) or any offering and sale to the public of any shares or
          equity securities of FNIS or any of its subsidiaries pursuant to a
          registration statement in the United States, this Agreement may not be
          amended without the prior written consent of Thomas H. Lee Equity Fund
          V, L.P. ("THL") and TPG Partners III, L.P. ("TPG") if such amendment
          would affect Sections 1, 2, 3, 4, 5, 6, 9, 10 or 11 in any manner
          materially adverse to FNIS Group's consolidated business activities,
          taken as a whole, or FNIS Group's costs of doing business, viewed on a
          consolidated basis, provided that in no event shall any change to the
          schedules hereto require such prior written consent unless such change
          would materially and adversely affect in


                                       10



          any manner FNIS Group's consolidated business activities, taken as a
          whole, or FNIS Group's costs of doing business, viewed on a
          consolidated basis, and provided, further, that in no event shall the
          amendment provisions set forth in this Section 14.7 be amended or
          modified without the consent of THL and TPG. THL and TPG are intended
          third party beneficiaries of this Agreement solely with respect to
          this Section 14.7. "Sale of Fidelity National Information Services,
          Inc." means an acquisition by any Person (within the meaning of
          Section 3(a)(9) of the Securities and Exchange Act of 1934, as amended
          (the "Exchange Act") and used in Sections 13(d) and 14(d) thereof
          ("Person")) of Beneficial Ownership (within the meaning of Rule 13d-3
          under the Exchange Act) of 50% or more of either the then outstanding
          shares of FNIS common stock or the combined voting power of the then
          outstanding voting securities of FNIS entitled to vote generally in
          the election of directors; excluding, however, the following: (i) any
          acquisition directly from FNIS, other than an acquisition by virtue of
          the exercise of a conversion privilege unless the security being so
          converted was itself acquired directly from FNIS or (ii) any
          acquisition by any employee benefit plan (or related trust) sponsored
          or maintained by FNIS or a member of the FNIS Group. "FNIS Group"
          means FNIS, Subsidiaries of FNIS, and each Person that FNIS directly
          or indirectly controls (within the meaning of the Securities Act)
          immediately after the Effective Date, and each other individual, a
          partnership, corporation, limited liability company, association,
          joint stock company, trust, joint venture, unincorporated
          organization, governmental entity or department, agency, or political
          subdivision thereof that becomes an Affiliate of FNIS after the
          Effective Date.

          IN WITNESS WHEREOF, the parties have duly executed this agreement as
of the date first written above.

Rocky Mountain Support Services, Inc.   LSI Title Company


By: /s/ Peter T. Sadowski               By: /s/ Michael L. Gravelle
    ---------------------------------       ------------------------------------
Print: Peter T. Sadowski                Print: Michael L. Gravelle
Title: Vice President                   Title: Senior Vice President
Date: March 4, 2005                     Date: March 4, 2005


                                       11

                                                                   EXHIBIT 10.48

                                                                  EXECUTION COPY

                                   TITLEPOINT
                              SOFTWARE DEVELOPMENT
                                       AND
                               PROPERTY ALLOCATION
                                    AGREEMENT

This SOFTWARE DEVELOPMENT AND PROPERTY ALLOCATION AGREEMENT (the "Agreement") is
made and entered into as of March 4, 2005 (the "Effective Date"), by and between
ROCKY MOUNTAIN SUPPORT SERVICES, INC., an Arizona corporation ("RMSS") and
PROPERTY INSIGHT, LLC, a California corporation ("PI").

                                   WITNESSETH:

WHEREAS, RMSS owns all intellectual property rights in and to Titlepoint, which
was formerly known as PI2, and which is separate from Titlepoint Express, which
is outside the scope of this Agreement (the "Software");

WHEREAS, the parties agree that, subject to the terms herein, PI shall pursue
completion of Releases 1.0 and 2.0 of the Software and deliver to RMSS those
versions of the Software which will perform in accordance with the
specifications described in Schedule A to this Agreement or any mutually agreed
upon changes to the specifications as described in Section 1.1 below (the
"Specifications"), and the related documentation describing the Software and
those Specifications ("Releases 1.0 and 2.0 of the Software");

WHEREAS, PI is willing to undertake such development on the terms herein;

NOW, THEREFORE, in consideration of the premises and the mutual agreements and
covenants set forth herein, the parties agree as follows:

1.   DEVELOPMENT & DELIVERY UNDERTAKING OF RELEASES 1.0 AND 2.0 OF THE SOFTWARE

     1.1  RMSS shall have a period of up to thirty days following the Effective
          Date to confirm the acceptability of the Specifications to Releases
          1.0 and 2.0 as described on Schedule A. If RMSS provides such
          confirmation without proposing material changes to such
          Specifications, then the estimated delivery dates and fee caps
          described in this Agreement shall remain unchanged. If, however, RMSS
          proposes material changes to the specifications of Releases 1.0 and/or
          2.0 as described on Schedule A, then the estimated delivery date and
          fee caps described in this Agreement shall not apply, and the parties
          shall use their commercially reasonable best efforts to develop and
          agree upon new mutually agreed upon Specifications for Releases 1.0
          and/or 2.0 of the Software, consistent in all respects with Schedule A
          hereto, and to agree to new applicable delivery dates and fee caps as
          soon as reasonably practicable thereafter.


                                       C-1



     1.2  If a written Specification is not agreed between the parties by a date
          no later than sixty (60) days from the Effective Date, either party
          shall have the right to terminate this Agreement upon ten (10) days
          notice. If RMSS elects to so terminate, it shall reimburse PI for the
          unamortized cost of any hardware or software that PI may have
          purchased with RMSS' specific prior written approval in order to
          perform services hereunder prior to such termination date.

     1.3  During the term, either party may propose changes to the
          Specifications but no change to the Specifications shall be adopted
          without written agreement of both parties.

     1.4  PI shall continue to expend at least that level of effort and
          resources used prior to the Effective Date, which shall at least
          represent a reasonable level of effort and resources that are
          necessary to enable PI to perform and complete its obligations under
          this Agreement, in development hereunder of Releases 1.0 and 2.0 of
          the Software with the goal of producing, no later than the target
          dates set forth in Schedule A, attached hereto, Releases 1.0 and 2.0
          of Software satisfying the Specifications in all material respects
          together with basic documentation ("Documentation").

     1.5  Designated representatives of PI and RMSS shall meet monthly or as
          otherwise agreed during the term hereof to discuss the status of
          Releases 1.0 and 2.0 of the Software development. PI shall provide to
          RMSS, in a format mutually agreed upon by the parties and within one
          (1) day of the monthly meeting, a written status report describing of
          Releases 1.0 and 2.0 of the Software and Documentation development
          progress.

     1.6  Upon delivery of each proposed Releases 1.0 or 2.0 of the Software and
          Documentation to RMSS by PI, RMSS shall have a period of forty-five
          (45) days to test such release of the Software in accordance with the
          testing scripts described in Schedule B attached hereto to confirm
          that it performs in accordance with its Specifications. If RMSS
          reasonably believes that any such release of the Software does not
          perform in accordance with its respective Specifications, RMSS shall
          so inform PI in a detailed writing of the areas of nonconformance. PI
          shall use reasonable efforts to revise the appropriate release of the
          Software to make it conform to its respective Specifications, and RMSS
          shall cooperate with such efforts as reasonably requested by PI. Both
          parties will cooperate in good faith to apply the above testing
          criteria for the Releases 1.0 and 2.0 of the Software. Upon RMSS'
          confirmation that a release of the Software has successfully performed
          in accordance with the Specifications, which confirmation will not be
          unreasonably withheld or delayed, the Software will be deemed
          "Accepted." After the earlier to occur of (a) RMSS uses the Software
          in general production (which does not include production use at a
          limited number of sites during the forty-five (45) day testing period)
          and (b) RMSS' testing shows no severity one and two errors, any


                                       C-2



          additional work requested by RMSS and performed by PI to conform the
          Software to the Specifications shall be done on a time and materials
          basis without regard to the fee cap.

     1.7  Upon the earlier of Acceptance of each release of the Software or RMSS
          using the Software release in general production, RMSS grants to PI, a
          perpetual, irrevocable, non-terminable, transferable, and nonexclusive
          worldwide license to use, reproduce, exploit, sell services from,
          sublicense, operate, alter, modify, adapt, distribute, create
          derivative works from, display and access that release of the
          Software, and including the right to create derivative works and the
          right to sublicense use of the Software to third parties.
          Additionally, upon Acceptance of each release of the Software, PI
          shall update, purge and maintain such release of the Software under
          and in accordance with the terms and conditions of that certain Title
          Plant Maintenance Agreement dated as of the Effective Date between PI,
          Security Union Title Insurance Company, Chicago Title Insurance
          Company, and Ticor Title Insurance Company and Exhibit B thereof shall
          be automatically amended to include any Accepted development work
          performed under this Agreement.

     1.8  Upon request of RMSS from time to time, but not more than once in each
          calendar quarter, PI shall deliver to RMSS a copy of the current
          relevant work product, including source code (in a format reasonably
          requested by RMSS), and a copy of Documentation theretofore developed
          by PI. Regardless of RMSS request, the same duty of delivery shall be
          due as of, and within fifteen days following, RMSS' Acceptance of each
          release of the Software. The parties agree that the failure of PI to
          comply with this Section 1.8 will result in irreparable harm to RMSS,
          which harm is not capable of full compensation by the payment of
          monetary damages, and therefore, RMSS shall be entitled to seek the
          granting of injunctive relief, including, but not limited to a
          preliminary injunction, without the requirement of RMSS' posting of
          bond to address any such failure by PI.

2.   DEVELOPMENT OF SOFTWARE BEYOND RELEASES 1.0 AND 2.0 OF THE SOFTWARE

     2.1  Prior to November 14, 2005 and from time to time thereafter, the
          parties shall promptly commence meeting, on a schedule to be agreed at
          that time, to discuss the features, functions, timing and cost of any
          new development of the Software, including the cost and timeline for
          the conversion of additional counties and data beyond those counties
          scoped for Release 2.0. Any additional development after the
          Acceptance of release 2.0 of the Software will require written
          agreement of the parties on the features, functions, timing and cost.

     2.2  In the event that at any time the parties do not agree to continue
          their joint development arrangement on the Software within forty-five
          (45) days after


                                       C-3



          the Acceptance of the last Release or other development deliverable,
          then for the two year period following the last Acceptance and when
          requested by RMSS, PI agrees to offer and provide access to RMSS to
          subsequent releases of PI internally developed Software on
          commercially reasonable financial and other terms.

3.   TERM

     3.1  Unless earlier terminated as contemplated herein, this Agreement shall
          continue until forty-five (45) days after Acceptance of Release 2.0 or
          any agreed Release or development there after, without the parties
          agreeing in writing on PI performing any further development work for
          RMSS under this Agreement (the "Term"). Neither termination nor
          expiration shall terminate any obligations accrued hereunder prior to
          such time.

4.   COMPENSATION

     4.1  RMSS agrees to pay PI the fees and pass-through expenses (such as
          travel and entertainment expenses) described in Schedule C, attached
          hereto, which amount RMSS shall pay to PI within thirty (30) days of
          receipt of invoice.

     4.2  Schedule A identifies target completion dates for each of Release 1.0
          and 2.0 of the Software.

     4.3  Any related professional services for integration, open order and/or
          data plant conversion, implementation, hosting, or special training
          assistance shall be performed pursuant to a further agreement between
          the parties. In the event that RMSS decides to run the Software in its
          own environment, RMSS shall bear the costs of any third party hardware
          and software necessary to establish and run the Software in its
          environment.

5.   ADDITIONAL OR CHANGED SERVICES

     5.1  Either party may from time to time request the other party to change
          the Specifications, and RMSS may from time to time request PI to
          perform services that are not specified herein ("Additional or Changed
          Services"). Upon receipt of this request, the parties agree to meet
          and work together to consider this request. If the parties agree, then
          they shall prepare and enter into an appropriate amendment.
          Conversely, if the parties can not agree, then each party shall have
          the right to undertake such Additional or Changed Services on its own
          without sharing such work with the other party. PI shall not be
          required to commence, nor shall RMSS be liable to pay for, any
          Additional or Changed Service unless and until PI and RMSS have
          entered into an applicable amendment.


                                       C-4



6.   TITLE IN SOFTWARE AND DEVELOPMENTS

     6.1  All Releases 1.0 and 2.0 of the Software, or any future release
          developed under this agreement, will be and will remain the exclusive
          property of RMSS. Enhancements or modifications to the Software and
          related documentation performed hereunder shall be and remain the
          exclusive property of RMSS or its third party licensor. PI agrees that
          each item of PI work product hereunder, including without limitation
          software, data bases, files, compilations, logs and reports is, to the
          extent applicable, a "work made for hire" as defined under U.S.
          copyright law and that, as a result, RMSS shall own all copyrights in
          such work product as it arises or otherwise comes into being. To the
          extent that such work product does not qualify as a work made for hire
          under applicable law, and/or to the extent that any of the foregoing
          includes content subject to copyright, patent, trademark, trade
          secret, or other intellectual property rights, PI hereby continuously
          assigns to RMSS, its successors and assigns, all right, title and
          interest in and to any such work product as the same arises or
          otherwise comes into being during the Term, including all copyrights,
          patents, trademarks, trade secrets, and other proprietary rights
          therein (including renewals thereof). From time to time during or
          following the Term, PI shall execute and deliver to RMSS such
          additional instruments, and take such other actions, as RMSS may
          reasonably request to confirm, evidence or carry out the grants of
          rights contemplated by this paragraph.

     6.2  RMSS and PI shall each be the sole and exclusive owner of all trade
          secrets, patents, copyrights, and other proprietary rights owned by
          each of them prior to entering into this Agreement.

7.   PI COVENANTS, REPRESENTATIONS AND WARRANTIES

     7.1  PI covenants, represents and warrants as follows:

          7.1.1 the service to be provided to RMSS hereunder shall be performed
          in a professional and workmanlike manner;

          7.1.2 the Software development shall reflect solely the original work
          product of PI unless the inclusion of third-party source code
          materials is embedded in the Software and is otherwise disclosed in
          writing in advance to RMSS;

          7.1.3 If the services of a consultant or contractor are used by PI in
          connection with development of the Software, PI shall secure all
          necessary agreements to assure that (i) the title to its work product
          vests in PI and, pursuant hereto, in RMSS, and that (ii) consultant or
          contractor is bound to the duties of confidentiality reasonably
          similar to those described in this Agreement;


                                       C-5



          7.1.4 the Software developed hereunder shall not infringe or
          misappropriate any intellectual property rights, including without
          limitation, copyrights, trademarks, trade secrets or patents, or
          contractual rights of any third party;

          7.1.5 (a) it has the power and corporate authority to enter into and
          perform this Agreement, (b) its performance of this Agreement does not
          and will not violate any governmental law, regulation, rule or order,
          contract, charter or by-law; (c) it has received no written notice of
          any third party claim or threat of a claim alleging that any part of
          the Software infringes the rights of any third party in any of the
          United States, and (d) each item of Software developed hereunder shall
          be delivered free of undisclosed trapdoors, Trojan horses, time bombs,
          time outs, spyware, viruses or other code which, with the passage of
          time, in the absence of action or upon a trigger, would interfere with
          the normal use of, or access to, any file, datum or system.

     7.2  THE EXPRESS WARRANTIES SET FORTH IN THIS PARAGRAPH ARE THE ONLY
          WARRANTIES HEREUNDER; THERE ARE NO OTHER WARRANTIES, EXPRESS OR
          IMPLIED, AND SPECIFICALLY THERE ARE NO IMPLIED WARRANTIES OF
          MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THESE WARRANTIES
          SURVIVE THE TERM OF THIS AGREEMENT.

8.   CONFIDENTIALITY.

     8.1  Proprietary Information (i) shall be deemed the confidential property
          of the disclosing party (or the party for whom such data was collected
          or processed, if any), (ii) shall be used solely for the purposes of
          administering and otherwise implementing the terms of this Agreement
          and any ancillary agreements, and (iii) shall be protected by the
          receiving party in accordance with the terms of this Section 8. This
          Section 8 shall survive the term.

     8.2  Except as set forth in this Section, neither party shall disclose the
          Proprietary Information of the other party in whole or in part,
          including derivations, to any third party except as contemplated
          herein. In no event shall source code for the Software or derivative
          works be shared with any third party except under a perpetual duty of
          nondisclosure. If the parties agree to a specific nondisclosure period
          for a specific document, the disclosing party shall mark the document
          with that nondisclosure period. In the absence of a specific period,
          the duty of confidentiality for object code versions of the Software
          and related Documentation shall extend for a period of (5) five years
          from disclosure. Proprietary Information shall be held in confidence
          by the receiving party and its employees, and shall be disclosed to
          only those of the receiving party's employees and


                                       C-6



          professional advisors who have a need for it in connection with the
          administration and implementation of this Agreement. Each party shall
          use the same degree of care and afford the same protections to the
          Proprietary Information of the other party as it uses and affords to
          its own Proprietary Information.

     8.3  Proprietary Information shall not be deemed proprietary and, subject
          to the carve-out below, the receiving party shall have no obligation
          of nondisclosure with respect to any such information which:

          8.3.1 is or becomes publicly known through no wrongful act, fault or
          negligence of the receiving party;

          8.3.2 was disclosed to the receiving party by a third party that was
          free of obligations of confidentiality to the party providing the
          information;

          8.3.3 is approved for release by written authorization of the
          disclosing party;

          8.3.4 was known to the receiving party prior to receipt of the
          information; or

          8.3.5 is publicly disclosed pursuant to a requirement or request of a
          governmental agency, or disclosure is required by operation of law.

     8.4  The parties acknowledge that this Agreement contains confidential
          information that may be considered proprietary by one or both of the
          parties, and agree to limit distribution of this Agreement to those
          employees of the parties with a need to know the contents of this
          Agreement or as required by law or national stock exchange rule. In no
          event may this Agreement be reproduced or copies shown to any third
          parties (except counsel, auditors and professional advisors) without
          the prior written consent of the other party, except as may be
          necessary by reason of legal, accounting, tax or regulatory
          requirements, in which event the respective parties agree to exercise
          reasonable diligence in limiting such disclosure to the minimum
          necessary under the particular circumstances.

          8.4.1 In addition, each party shall give notice to the other party of
          any demands to disclose or provide Proprietary Information of the
          other party under or pursuant to lawful process prior to disclosing or
          furnishing such Proprietary Information, and shall cooperate in
          seeking reasonable protective arrangements.

9.   GOVERNING LAW; DISPUTE RESOLUTION

     9.1  This Agreement shall be governed by, and construed in accordance with,
          the laws of Florida. The parties hereby submit to the personal
          jurisdiction


                                       C-7



          of the state and federal courts in the State of Florida for the
          purpose of adjudication of all matters arising hereunder or relating
          hereto which may be the subject of litigation between the parties.

     9.2  If, prior to the termination of this Agreement, a dispute arises
          between RMSS and PI with respect to the terms and conditions of this
          Agreement, or any subject matter governed by this Agreement, such
          dispute shall be settled as set forth in Sections 9.3-9.7 of this
          Section 9.

     9.3  The parties shall escalate and negotiate, in good faith, any claim or
          dispute that has not been satisfactorily resolved between the parties
          at the level where the issue is discovered and has immediate impact.
          Escalation shall be by written notice to the other party and to the
          movant's president. Such president (or his or her designee) shall
          attempt to resolve such a dispute within twenty (20) days of the
          initial communication between them on the topic of the dispute (which
          may be by notice). The location, format, frequency, duration and
          termination of these discussions shall be left to the discretion of
          the representatives involved. If such parties do not resolve the
          underlying dispute within such twenty (20) day period, then either
          party may notify the other in writing that the dispute is to be
          elevated to binding arbitration.

     9.4  All discussions and correspondence among the representatives for
          purposes of these negotiations shall be treated as Confidential
          Information developed for purposes of settlement, exempt from
          discovery and production, which shall not be admissible in any
          subsequent proceedings between the parties. Documents identified in or
          provided with such communications, which are not prepared for purposes
          of the negotiations, are not so exempted and may, if otherwise
          admissible, be admitted in evidence in such subsequent proceeding.

     9.5  Either party may request arbitration by giving the other party written
          notice to such effect, which notice shall describe, in reasonable
          detail, the nature of the dispute, controversy or claim. Such
          arbitration shall be governed by the then current version of the
          Commercial Arbitration Rules and Mediation Procedures of the American
          Arbitration Association. The Arbitration will be conducted in
          Jacksonville, Florida in front of one mutually agreed upon arbitrator.

     9.6  Each party shall bear its own fees, costs and expenses of the
          arbitration and its own legal expenses, attorneys' fees and costs of
          all experts and witnesses. Unless the award provides otherwise, the
          fees and expenses of the arbitration procedures, including the fees of
          the arbitrator or arbitrators, will be shared equally by the parties.


                                       C-8



     9.7  Any award rendered pursuant to such arbitration shall be final,
          conclusive and binding upon the parties, and any judgment thereon may
          be entered and enforced in any court of competent jurisdiction.

10.  INDEMNIFICATION.

     10.1 Each party (in this context, the "Indemnitor") shall defend,
          indemnify, and hold harmless the other, its officers, directors,
          agents, and employees (collectively, "Indemnitees") against all costs,
          expenses, and losses (including reasonable attorney fees and costs)
          incurred by reason of claims of third parties against any of the
          Indemnitees based on any Indemnitor use of, or related Indemnitor
          representations or assurances with respect to, the Software to such
          third party (or any derivative work developed by or for the
          Indemnitor).

     10.2 PI shall defend, indemnify, and hold harmless RMSS against all costs,
          expenses and losses (including reasonable attorneys' fees and costs)
          incurred by reason of claims of third parties arising from the breach
          of Section 7.1.2, 7.1.3, or 7.1.4 hereof.

11.  TERMINATION AND LIMITATION OF LIABILITY

     11.1 The parties may terminate this Agreement upon mutual agreement by
          written consent.

     11.2 If either party fails to perform any of its material obligations under
          this Agreement and does not cure such failure within thirty (30) days
          of receipt (or, if a cure could not reasonably be completed in thirty
          days, but the other party is diligently pursuing a cure, then within
          sixty (60) days) of notice of default, then the other party may
          terminate this Agreement effective on the last day of the cure period.

     11.3 EACH PARTY SHALL BE LIABLE TO THE OTHER FOR ALL DIRECT DAMAGES ARISING
          OUT OF OR RELATED TO ANY CLAIMS, ACTIONS, LOSSES, COSTS, DAMAGES AND
          EXPENSES RELATED TO, IN CONNECTION WITH OR ARISING OUT OF THIS
          AGREEMENT. SUBJECT TO SECTION 11.4 BUT NOTWITHSTANDING ANYTHING ELSE
          IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL THE AGGREGATE
          LIABILITY OF EITHER PARTY TO THE OTHER FOR DAMAGES, WHETHER ARISING IN
          CONTRACT, TORT, EQUITY, NEGLIGENCE OR OTHERWISE EXCEED THE AMOUNT OF
          FEES PAID BY RMSS TO PI PURSUANT TO THIS AGREEMENT OVER THE TWELVE
          MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH
          LIABILITY.


                                       C-9



     11.4 IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, SPECIAL,
          PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER.

12.  NOTICES.

     12.1 Except as otherwise provided under this agreement, all notices,
          demands or requests or other communications required or permitted to
          be given or delivered under this agreement shall be in writing and
          shall be deemed to have been duly given when received by the
          designated recipient. Written notice may be delivered in person or
          sent via reputable courier service and addressed as set forth below:

          If to RMSS:     Rocky Mountain Support Services, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: President

          with a copy to: Fidelity National Financial, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: General Counsel

          If to PI:       Property Insight, LLC
                          601 Riverside Ave.
                          Jacksonville, FL 32204
                          Attn: President

          with a copy to: Fidelity National Information Services, Inc.
                          601 Riverside Avenue
                          Jacksonville, FL 32204
                          Attn: General Counsel

     12.2 The address to which such notices, demands, requests, elections or
          other communications are to be given by either party may be changed by
          written notice given by such party to the other party pursuant to this
          Section.

13.  MISCELLANEOUS.

     13.1 Waiver. No waiver by either party of any default shall be deemed as a
          waiver of prior or subsequent default of the same of other provisions
          of this agreement.

     13.2 Severable Agreement. If any term, clause or provision hereof is held
          invalid or unenforceable by a court of competent jurisdiction, such
          invalidity shall not affect the validity or operation of any other
          term, clause or provision and such invalid term, clause or provision
          shall be deemed to be severed from this agreement.


                                      C-10



     13.3 Integrated Agreement. This agreement constitutes the entire agreement
          between the parties pertaining to the subject matter hereof and
          supersedes and integrates all prior and contemporaneous agreements,
          representations and understandings of the parties, oral and written,
          pertaining to the subject matter hereof. No supplement, modification
          or amendment of this agreement shall be binding unless in a writing
          executed by both parties.

     13.4 Headings. Headings used herein are for the convenience of the parties
          and shall not be deemed part of the agreement or used in its
          construction.

     13.5 Assignment. This agreement may not be assigned by either of the
          parties without the prior written consent of the other party; any
          purported assignment in breach of the foregoing shall be without legal
          effect to assign this agreement. This agreement is binding on the
          successors and permitted assigns of each party.

     13.6 Relationship of Parties. Nothing herein is intended to create, and
          shall not be asserted or construed to create, a joint venture,
          partnership or agency of any nature between the parties. Except as
          specifically set forth herein, each party assumes sole and full
          responsibility for its acts and the acts of its directors, officers,
          employees, agents and affiliates. Neither party has any authority to
          make commitments or enter into contracts on behalf of, bind, or
          otherwise obligate the other party in any manner whatsoever except as
          specifically set forth herein.

     13.7 Amendment. Notwithstanding the foregoing, at any time prior to the
          Sale of Fidelity National Information Services, Inc. ("FNIS"), (as
          defined below) or any offering and sale to the public of any shares or
          equity securities of FNIS or any of its subsidiaries pursuant to a
          registration statement in the United States, this Agreement may not be
          amended without the prior written consent of Thomas H. Lee Equity Fund
          V, L.P. ("THL") and TPG Partners III, L.P. ("TPG") if such amendment
          would affect Sections 1, 2, 3, 4, 5, 6, 10 or 11 in any manner
          materially adverse to FNIS Group's consolidated business activities,
          taken as a whole, or FNIS Group's costs of doing business, viewed on a
          consolidated basis, provided that in no event shall any change to the
          schedules hereto require such prior written consent unless such change
          would materially and adversely affect in any manner FNIS Group's
          consolidated business activities, taken as a whole, or FNIS Group's
          costs of doing business, viewed on a consolidated basis, and provided,
          further, that in no event shall the amendment provisions set forth in
          this Section 13.7 be amended or modified without the consent of THL
          and TPG. THL and TPG are intended third party beneficiaries of this
          Agreement solely with respect to this Section 13.7. "Sale of Fidelity
          National Information Services, Inc." means an acquisition by any
          Person (within the meaning of Section 3(a)(9) of the Securities and
          Exchange Act of 1934, as amended (the "Exchange Act") and used in
          Sections 13(d) and 14(d) thereof ("Person")) of


                                      C-11



          Beneficial Ownership (within the meaning of Rule 13d-3 under the
          Exchange Act) of 50% or more of either the then outstanding shares of
          FNIS common stock or the combined voting power of the then outstanding
          voting securities of FNIS entitled to vote generally in the election
          of directors; excluding, however, the following: (i) any acquisition
          directly from FNIS, other than an acquisition by virtue of the
          exercise of a conversion privilege unless the security being so
          converted was itself acquired directly from FNIS or (ii) any
          acquisition by any employee benefit plan (or related trust) sponsored
          or maintained by FNIS or a member of the FNIS Group. "FNIS Group"
          means FNIS, Subsidiaries of FNIS, and each Person that FNIS directly
          or indirectly controls (within the meaning of the Securities Act)
          immediately after the Effective Date, and each other individual, a
          partnership, corporation, limited liability company, association,
          joint stock company, trust, joint venture, unincorporated
          organization, governmental entity or department, agency, or political
          subdivision thereof that becomes an Affiliate of FNIS after the
          Effective Date.

          IN WITNESS WHEREOF, the parties have duly executed this agreement as
of the date first written above.

Rocky Mountain Support Services, Inc.   Property Insight, LLC


By: /s/ Peter T. Sadowski               By: /s/ Michael L. Gravelle
    ---------------------------------       ------------------------------------
Print: Peter T. Sadowski                Print: Michael L. Gravelle
Title: Vice President                   Title: Senior Vice President
Date: March 4, 2005                     Date: March 4, 2005


                                      C-12

                                                                   EXHIBIT 10.49

                       FIDELITY NATIONAL TITLE GROUP, INC.
                           2005 OMNIBUS INCENTIVE PLAN



















                                                                               .
                                                                               .
                                                                               .

Contents



                                                                                                        PAGE

                                                                                                     
Article 1.  Establishment, Objectives, and Duration..................................................     1

Article 2.  Definitions..............................................................................     1

Article 3.  Administration...........................................................................     6

Article 4.  Shares Subject to the Plan; Individual Limits; and Anti-Dilution Adjustments.............     7

Article 5.  Eligibility and Participation............................................................     9

Article 6.  Options..................................................................................    10

Article 7.  Stock Appreciation Rights................................................................    11

Article 8.  Restricted Stock.........................................................................    13

Article 9.  Restricted Stock Units and Performance Shares............................................    14

Article 10. Performance Units........................................................................    16

Article 11. Other Awards.............................................................................    17

Article 12. Replacement Awards.......................................................................    17

Article 13. Performance Measures.....................................................................    17

Article 14. Beneficiary Designation..................................................................    18

Article 15. Deferrals................................................................................    18

Article 16. Rights of Participants...................................................................    19

Article 17. Change in Control........................................................................    19

Article 18. Additional Forfeiture Provisions.........................................................    19

Article 19. Amendment, Modification, and Termination.................................................    20

Article 20. Withholding..............................................................................    21


FNT 2005 Omnibus Incentive Plan (v2)



                       FIDELITY NATIONAL TITLE GROUP, INC.
                           2005 OMNIBUS INCENTIVE PLAN

ARTICLE 1. ESTABLISHMENT, OBJECTIVES, AND DURATION

      1.1.  ESTABLISHMENT OF THE PLAN. Fidelity National Title Group, Inc., a
Delaware corporation (hereinafter referred to as the "Company"), hereby
establishes an incentive compensation plan to be known as the "Fidelity National
Title Group, Inc. 2005 Omnibus Incentive Plan" (hereinafter referred to as the
"Plan"). The Plan permits the granting of Nonqualified Stock Options, Incentive
Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units, Performance Shares, Performance Units and Other Awards.

      The Plan shall become effective as of __________, 2005 (the "Effective
Date"), subject to the approval of the Plan by the stockholders of the Company.

      1.2.  OBJECTIVES OF THE PLAN. The objectives of the Plan are to optimize
the profitability and growth of the Company through incentives that are
consistent with the Company's goals and that link the personal interests of
Participants to those of the Company's stockholders.

      The Plan is further intended to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Participants who make
or are expected to make significant contributions to the Company's success and
to allow Participants to share in the success of the Company.

      1.3.  DURATION OF THE PLAN. No Award may be granted under the Plan after
the day immediately preceding the tenth anniversary of the Effective Date, or
such earlier date as the Board shall determine. The Plan will remain in effect
with respect to outstanding Awards until no Awards remain outstanding.

ARTICLE 2. DEFINITIONS

      The following terms, when capitalized, shall have the meanings set forth
below:

      2.1.  "AWARD" means, individually or collectively, Nonqualified Stock
Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Performance Shares, Performance Units, and Other Awards
granted under the Plan.

      2.2.  "AWARD AGREEMENT" means an agreement entered into by the Company and
a Participant setting forth the terms and provisions applicable to an Award.

      2.3.  "BENEFICIAL OWNERSHIP" shall have the meaning ascribed to such term
in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

FNT 2005 Omnibus Incentive Plan (v2)



      2.4.  "BOARD" means the Board of Directors of the Company.

      2.5.  "CHANGE IN CONTROL" means that the conditions set forth in any one
of the following subsections shall have been satisfied:

            (a)   an acquisition immediately after which any Person possesses
                  direct or indirect Beneficial Ownership of 25% or more of
                  either the then outstanding shares of Company common stock
                  (the "Outstanding Company Common Stock") or the combined
                  voting power of the then outstanding voting securities of the
                  Company entitled to vote generally in the election of
                  directors (the "Outstanding Company Voting Securities");
                  provided that, immediately after such acquisition, the
                  acquirer's Beneficial Ownership of the Outstanding Company
                  Common Stock or the Outstanding Company Voting Securities, as
                  the case may be, exceeds FNF's; provided further that the
                  following acquisitions shall be excluded: (i) any acquisition
                  directly from the Company, other than an acquisition by virtue
                  of the exercise of a conversion privilege unless the security
                  being so converted was itself acquired directly from the
                  Company, (ii) any acquisition by the Company or by FNF, (iii)
                  any acquisition by any employee benefit plan (or related
                  trust) sponsored or maintained by the Company, a Parent or a
                  Subsidiary, or (iv) any acquisition pursuant to a transaction
                  that complies with paragraphs (i), (ii) and (iii) of
                  subsection (c) of this Section 2.5; or

            (b)   during any period of two consecutive years, the individuals
                  who, as of the beginning of such period, constitute the Board
                  (such Board shall be hereinafter referred to as the "Incumbent
                  Board") cease for any reason to constitute at least a majority
                  of the Board; provided that for purposes of this Section 2.5,
                  any individual who becomes a member of the Board subsequent to
                  the beginning of such period and whose election, or nomination
                  for election by the Company's shareholders, was approved by a
                  vote of at least two-thirds of those individuals who are
                  members of the Board and who were also members of the
                  Incumbent Board (or deemed to be such pursuant to this
                  proviso) shall be considered as though such individual were a
                  member of the Incumbent Board; provided, further, that any
                  such individual whose initial assumption of office occurs as a
                  result of either an actual or threatened election contest or
                  other actual or threatened solicitation of proxies or consents
                  by or on behalf of a Person other than the Board shall not be
                  so considered as a member of the Incumbent Board; or

            (c)   consummation of a reorganization, merger, share exchange,
                  consolidation or sale or other disposition of all or
                  substantially all of the assets of the Company ("Corporate
                  Transaction"); excluding, however, such a Corporate
                  Transaction pursuant to which:

                                       2


                  (i)   all or substantially all of the individuals and entities
                        who have Beneficial Ownership, respectively, of the
                        Outstanding Company Common Stock and Outstanding Company
                        Voting Securities immediately prior to such Corporate
                        Transaction will have Beneficial Ownership, directly or
                        indirectly, of more than 50% of, respectively, the
                        outstanding shares of common stock and the combined
                        voting power of the then outstanding voting securities
                        entitled to vote generally in the election of directors,
                        as the case may be, of the corporation resulting from
                        such Corporate Transaction (including, without
                        limitation, the Company or a corporation that as a
                        result of such transaction owns the Company or all or
                        substantially all of the Company's assets either
                        directly or through one or more subsidiaries) (the
                        "Resulting Corporation") in substantially the same
                        proportions as their ownership, immediately prior to
                        such Corporate Transaction, of the Outstanding Company
                        Common Stock and Outstanding Company Voting Securities,
                        as the case may be;

                  (ii)  no Person (other than (1) the Company, (2) the parent
                        organization of the Company or Resulting Corporation,
                        (3) an employee benefit plan (or related trust)
                        sponsored or maintained by the Company or Resulting
                        Corporation, or (4) any entity controlled by the Company
                        or Resulting Corporation) will have Beneficial
                        Ownership, directly or indirectly, of 25% or more of,
                        respectively, the outstanding shares of common stock of
                        the Resulting Corporation or the combined voting power
                        of the outstanding voting securities of the Resulting
                        Corporation entitled to vote generally in the election
                        of directors, except to the extent that such ownership
                        existed prior to the Corporate Transaction; and

                  (iii) individuals who were members of the Incumbent Board will
                        continue to constitute at least a majority of the
                        members of the board of directors of the Resulting
                        Corporation; or

            (d)   the approval by the stockholders of the Company of a complete
                  liquidation or dissolution of the Company.

Notwithstanding anything to the contrary in the foregoing definition, neither an
initial public offering of the Company's common stock nor the distribution of
the Company's common stock held by FNF to FNF's stockholders (the
"Distribution") shall constitute a Change in Control for purposes of this Plan.
In addition, as long as FNF owns more than 50% of the Outstanding Company Common
Stock or Outstanding Company Voting Securities, a change in control of FNF shall
also be considered a Change in Control

                                       3


under the Plan. For this purpose, whether a change in control of FNF has
occurred shall be determined in the same manner as described above with respect
to the Company, except that if the change in control is the result of an
acquisition of FNF's outstanding common stock or outstanding voting securities,
Beneficial Ownership of more than 50% of FNF's outstanding common stock or
outstanding voting securities must be acquired before a Change in Control will
be deemed to have occurred under the Plan.

      2.6.  "CODE" means the Internal Revenue Code of 1986, as amended from time
to time.

      2.7.  "COMMITTEE" means the Committee, as specified in Section 3.1,
appointed by the Board to administer the Plan.

      2.8.  "COMPANY" means Fidelity National Title Group, Inc., a Delaware
corporation, and any successor thereto.

      2.9.  "CONSULTANT" means any consultant or advisor to the Company, a
Parent or a Subsidiary.

      2.10. "DIRECTOR" means any individual who is a member of the Board of
Directors of the Company, a Parent or a Subsidiary.

      2.11. "DIVIDEND EQUIVALENT" means, with respect to Shares subject to an
Award, a right to be paid an amount equal to the dividends declared and paid on
an equal number of outstanding Shares.

      2.12. "EFFECTIVE DATE" shall have the meaning ascribed to such term in
Section 1.1 hereof.

      2.13. "EMPLOYEE" means any employee of the Company, a Parent or a
Subsidiary.

      2.14. "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended
from time to time.

      2.15. "EXERCISE PRICE" means the price at which a Share may be purchased
by a Participant pursuant to an Option.

      2.16. "FAIR MARKET VALUE" means the fair market value of a Share as
determined in good faith by the Committee or pursuant to a procedure specified
in good faith by the Committee; provided, however, that if the Committee has not
specified otherwise, Fair Market Value shall mean the closing price of a Share
as reported in a consolidated transaction reporting system on the date of
valuation, or, if there was no such sale on the relevant date, then on the last
previous day on which a sale was reported.

                                       4


      2.17. "FNF" means Fidelity National Financial, Inc., a Delaware
corporation, and any successor thereto.

      2.18. "FREESTANDING SAR" means an SAR that is granted independently of any
Options, as described in Article 7 herein.

      2.19. "INCENTIVE STOCK OPTION" or "ISO" means an Option that is intended
to meet the requirements of Code Section 422.

      2.20. "NONQUALIFIED STOCK OPTION" or "NQSO" means an Option that is not
intended to meet the requirements of Code Section 422.

      2.21. "OPTION" means an Incentive Stock Option or a Nonqualified Stock
Option granted under the Plan, as described in Article 6 herein.

      2.22. "OTHER AWARD" means a cash, Share-based or Share-related Award
(other than an Award described in Article 6, 7, 8, 9 or 10 of the Plan) that is
granted pursuant to Article 11 herein.

      2.23. "PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company, if each of the
corporations other than the Company owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain. Notwithstanding the foregoing, for purposes of
determining whether any individual may be a Participant for purposes of any
grant of Incentive Stock Options, "Parent" shall have the meaning ascribed to
such term in Code Section 424(e).

      2.24. "PARTICIPANT" means a current or former Employee, Director or
Consultant who has rights relating to an outstanding Award.

      2.25. "PERFORMANCE-BASED EXCEPTION" means the performance-based exception
from the tax deductibility limitations of Code Section 162(m).

      2.26. "PERFORMANCE PERIOD" means the period during which a performance
measure must be met.

      2.27. "PERFORMANCE SHARE" means an Award granted to a Participant, as
described in Article 9 herein.

      2.28. "PERFORMANCE UNIT" means an Award granted to a Participant, as
described in Article 10 herein.

      2.29. "PERIOD OF RESTRICTION" means the period Restricted Stock or
Restricted Stock Units are subject to a substantial risk of forfeiture and are
not transferable, as provided in Articles 8 and 9 herein.

      2.30. "PERSON" shall have the meaning ascribed to such term in Section
3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof.

                                       5


      2.31. "REPLACEMENT AWARDS" means Awards issued in substitution of awards
granted under equity-based incentive plans sponsored or maintained by an entity
with which the Company engages in a merger, acquisition or other business
transaction, pursuant to which awards relating to interests in such entity (or a
related entity) are outstanding immediately prior to such merger, acquisition or
other business transaction. For all purposes hereunder, Replacement Awards shall
be deemed Awards.

      2.32. "RESTRICTED STOCK" means an Award granted to a Participant, as
described in Article 8 herein.

      2.33. "RESTRICTED STOCK UNIT" means an Award granted to a Participant, as
described in Article 9 herein.

      2.34. "SHARE" means a share of Class A common stock of the Company, par
value $0.0001 per share, subject to adjustment pursuant to Section 4.3 hereof.

      2.35. "STOCK APPRECIATION RIGHT" or "SAR" means an Award granted to a
Participant, either alone or in connection with a related Option, as described
in Article 7 herein.

      2.36. "SUBSIDIARY" means any corporation in which the Company owns,
directly or indirectly, at least fifty percent (50%) of the total combined
voting power of all classes of stock, or any other entity (including, but not
limited to, partnerships and joint ventures) in which the Company owns, directly
or indirectly, at least fifty percent (50%) of the combined equity thereof.
Notwithstanding the foregoing, for purposes of determining whether any
individual may be a Participant for purposes of any grant of Incentive Stock
Options, "Subsidiary" shall have the meaning ascribed to such term in Code
Section 424(f).

      2.37. "TANDEM SAR" means an SAR that is granted in connection with a
related Option, as described in Article 7 herein.

ARTICLE 3. ADMINISTRATION

      3.1.  THE COMMITTEE. The Plan shall be administered by the Compensation
Committee of the Board or such other committee (the "Committee") as the Board
shall select consisting solely of two or more members of the Board. The members
of the Committee shall be appointed from time to time by, and shall serve at the
discretion of, the Board. Notwithstanding the foregoing, until such time as the
Board appoints the Committee, the Compensation Committee of FNF's Board of
Directors shall serve as the Committee.

      3.2.  AUTHORITY OF THE COMMITTEE. Except as limited by law or by the
Certificate of Incorporation or Bylaws of the Company, and subject to the
provisions herein, the Committee shall have full power to select the Employees,
Directors and Consultants who shall participate in the Plan; determine the sizes
and types of Awards; determine the terms and conditions of Awards in a manner
consistent with the Plan; construe and interpret the Plan and any Award
Agreement or other agreement or

                                       6


instrument entered into in connection with the Plan; establish, amend, or waive
rules and regulations for the Plan's administration; and, subject to the
provisions of Section 19.3 herein, amend the terms and conditions of any
outstanding Award and Award Agreement. Further, the Committee shall make all
other determinations that may be necessary or advisable for the administration
of the Plan. As permitted by law, the Committee may delegate its authority as
identified herein.

      3.3.  DECISIONS BINDING. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related orders and
resolutions of the Board shall be final, conclusive and binding on all persons,
including the Company, its Subsidiaries, its stockholders, Directors, Employees,
Consultants and their estates and beneficiaries and any transferee of an Award.

ARTICLE 4. SHARES SUBJECT TO THE PLAN; INDIVIDUAL LIMITS; AND ANTI-DILUTION
           ADJUSTMENTS

      4.1.  NUMBER OF SHARES AVAILABLE FOR GRANTS.

            (a)   Subject to adjustment as provided in Section 4.3 herein, the
                  maximum number of Shares that may be delivered pursuant to
                  Awards under the Plan shall be 8,000,000, provided that:

                  (i)   Shares that are potentially deliverable under an Award
                        that is canceled, forfeited, settled in cash, expires or
                        is otherwise terminated without delivery of such Shares
                        shall not be counted as having been delivered under the
                        Plan.

                  (ii)  Shares that are held back, tendered or returned to cover
                        the Exercise Price or tax withholding obligations with
                        respect to an Award shall not be counted as having been
                        delivered under the Plan.

                  (iii) Shares that have been issued in connection with an Award
                        of Restricted Stock that is canceled or forfeited prior
                        to vesting or settled in cash, causing the Shares to be
                        returned to the Company, shall not be counted as having
                        been delivered under the Plan.

                  Notwithstanding the foregoing, if Shares are returned to the
                  Company in satisfaction of taxes relating to Restricted Stock,
                  in connection with a cash out of Restricted Stock (but
                  excluding upon forfeiture of Restricted Stock) or in
                  connection with the tendering of Shares by a Participant in
                  satisfaction of the Exercise Price or taxes relating to an
                  Award, such issued Shares shall not become available again
                  under the Plan if (x) the transaction resulting in the return
                  of Shares occurs more than ten years after the date the Plan
                  is approved by stockholders in a manner that constitutes
                  stockholder approval for purposes of the New York Stock
                  Exchange

                                       7


                  listing standards or (y) such event would constitute a
                  "material revision" of the Plan subject to stockholder
                  approval under then applicable rules of the New York Stock
                  Exchange.

                  Shares delivered pursuant to the Plan may be authorized but
                  unissued Shares, treasury Shares or Shares purchased on the
                  open market.

            (b)   Subject to adjustment as provided in Section 4.3 herein,
                  8,000,000 Shares may be delivered in connection with "full
                  value Awards," meaning Awards other than Options, SARs, or
                  Other Awards for which the Participant pays the grant date
                  intrinsic value directly or by forgoing a right to receive a
                  cash payment from the Company; provided, however, that
                  full-value Awards in excess of the number specified in the
                  above limit may be granted and Shares delivered in settlement
                  thereof if the aggregate number of Shares that remain
                  available for Awards other than full-value Awards is reduced
                  by 3 Shares for each excess Share delivered.

            (c)   Notwithstanding the foregoing, for purposes of determining the
                  number of Shares available for grant as Incentive Stock
                  Options, only Shares that are subject to an Award that expires
                  or is cancelled, forfeited or settled in cash shall be treated
                  as not having been issued under the Plan.

      4.2.  INDIVIDUAL LIMITS. Subject to adjustment as provided in Section 4.3
herein, the following rules shall apply with respect to Awards and any related
dividends or Dividend Equivalents intended to qualify for the Performance-Based
Exception:

            (a)   OPTIONS: The maximum aggregate number of Shares with respect
                  to which Options may be granted in any one fiscal year to any
                  one Participant shall be 4,000,000 Shares.

            (b)   SARS: The maximum aggregate number of Shares with respect to
                  which Stock Appreciation Rights may be granted in any one
                  fiscal year to any one Participant shall be 4,000,000 Shares.

            (c)   RESTRICTED STOCK: The maximum aggregate number of Shares of
                  Restricted Stock that may be granted in any one fiscal year to
                  any one Participant shall be 2,000,000 Shares.

            (d)   RESTRICTED STOCK UNITS: The maximum aggregate number of Shares
                  with respect to which Restricted Stock Units may be granted in
                  any one fiscal year to any one Participant shall be 2,000,000
                  Shares.

                                       8


            (e)   PERFORMANCE SHARES: The maximum aggregate number of Shares
                  with respect to which Performance Shares may be granted in any
                  one fiscal year to any one Participant shall be 2,000,000
                  Shares.

            (f)   PERFORMANCE UNITS: The maximum aggregate compensation that can
                  be paid pursuant to Performance Units awarded in any one
                  fiscal year to any one Participant shall be $25,000,000 or a
                  number of Shares having an aggregate Fair Market Value not in
                  excess of such amount.

            (g)   OTHER AWARDS: The maximum aggregate compensation that can be
                  paid pursuant to Other Awards awarded in any one fiscal year
                  to any one Participant shall be $25,000,000 or a number of
                  Shares having an aggregate Fair Market Value not in excess of
                  such amount.

            (h)   DIVIDENDS AND DIVIDEND EQUIVALENTS: The maximum dividend or
                  Dividend Equivalent that may be paid in any one fiscal year to
                  any one Participant shall be $2,000,000.

      4.3.  ADJUSTMENTS IN AUTHORIZED SHARES AND AWARDS. In the event of any
merger, reorganization, consolidation, recapitalization, liquidation, stock
dividend, split-up, spin-off, stock split, reverse stock split, share
combination, share exchange, extraordinary dividend, or any change in the
corporate structure affecting the Shares, such adjustment shall be made in the
number and kind of Shares that may be delivered under the Plan as set forth in
Section 4.1(a) and (b), the individual limits set forth in Section 4.2, and,
with respect to outstanding Awards, the number and kind of Shares subject to
outstanding Awards, the Exercise Price, grant price or other price of Shares
subject to outstanding Awards, any performance conditions relating to Shares,
the market price of Shares, or per-Share results, and other terms and conditions
of outstanding Awards, as may be determined to be appropriate and equitable by
the Committee, in its sole discretion, to prevent dilution or enlargement of
rights; provided, however, that, unless otherwise determined by the Committee,
the number of Shares subject to any Award shall always be rounded down to a
whole number.

ARTICLE 5. ELIGIBILITY AND PARTICIPATION

      5.1.  ELIGIBILITY. Persons eligible to participate in the Plan include all
Employees, Directors and Consultants.

      5.2.  ACTUAL PARTICIPATION. Subject to the provisions of the Plan, the
Committee may, from time to time, select from all eligible Employees, Directors
and Consultants, those to whom Awards shall be granted and shall determine the
nature and amount of each Award.

                                       9


ARTICLE 6. OPTIONS

      6.1.  GRANT OF OPTIONS. Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such amounts, upon such terms, and at
such times as the Committee shall determine.

      6.2.  AWARD AGREEMENT. Each Option grant shall be evidenced by an Award
Agreement that shall specify the Exercise Price, the duration of the Option, the
number of Shares to which the Option pertains, and such other provisions as the
Committee shall determine. The Award Agreement also shall specify whether the
Option is intended to be an ISO or an NQSO. Options that are intended to be ISOs
shall be subject to the limitations set forth in Code Section 422.

      6.3.  EXERCISE PRICE. The Exercise Price for each grant of an Option under
the Plan shall be at least equal to one hundred percent (100%) of the Fair
Market Value of a Share on the date the Option is granted; provided, however,
that this restriction shall not apply to Replacement Awards or Awards that are
adjusted pursuant to Section 4.3 herein. No ISO granted to a Participant who, at
the time the ISO is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary shall have an Exercise Price that is less than one hundred ten
percent (110%) of the Fair Market Value of a Share on the date the ISO is
granted.

      6.4.  DURATION OF OPTIONS. Each Option granted to a Participant shall
expire at such time as the Committee shall determine at the time of grant;
provided, however, that no Option shall be exercisable later than the tenth
(10th) anniversary date of its grant. No ISO granted to a Participant who, at
the time the ISO is granted, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any Parent or
Subsidiary shall be exercisable later than the fifth (5th) anniversary of the
date of its grant.

      6.5.  EXERCISE OF OPTIONS. Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
set forth in the Award Agreement and as the Committee shall in each instance
approve, which need not be the same for each grant or for each Participant.

      6.6.  PAYMENT. Options granted under this Article 6 shall be exercised by
the delivery of a written notice of exercise to the Company, setting forth the
number of Shares with respect to which the Option is to be exercised and
specifying the method of payment of the Exercise Price.

      The Exercise Price of an Option shall be payable to the Company in full:
(a) in cash or its equivalent, (b) by tendering Shares or directing the Company
to withhold Shares from the Option having an aggregate Fair Market Value at the
time of exercise equal to the Exercise Price, (c) by broker-assisted cashless
exercise, (d) in any other manner then permitted by the Committee, or (e) by a
combination of any of the permitted methods of payment. The Committee may limit
any method of payment, other

                                       10


than that specified under (a), for administrative convenience, to comply with
applicable law, or for any other reason.

      6.7.  RESTRICTIONS ON SHARE TRANSFERABILITY. The Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option
granted under this Article 6 as it may deem advisable, including, without
limitation, restrictions under applicable federal securities laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, and under any blue sky or state securities laws applicable
to such Shares.

      6.8.  DIVIDEND EQUIVALENTS. At the discretion of the Committee, an Award
of Options may provide the Participant with the right to receive Dividend
Equivalents, which may be paid currently or credited to an account for the
Participant, and may be settled in cash and/or Shares, as determined by the
Committee in its sole discretion, subject in each case to such terms and
conditions as the Committee shall establish.

      6.9.  TERMINATION OF EMPLOYMENT OR SERVICE. Each Participant's Option
Award Agreement shall set forth the extent to which the Participant shall have
the right to exercise the Option following termination of the Participant's
employment or, if the Participant is a Director or Consultant, service with the
Company, a Parent and/or a Subsidiary, as the case may be. Such provisions shall
be determined in the sole discretion of the Committee, need not be uniform among
all Options, and may reflect distinctions based on the reasons for termination
of employment or service.

      6.10. NONTRANSFERABILITY OF OPTIONS.

            (a)   INCENTIVE STOCK OPTIONS. ISOs may not be sold, transferred,
                  pledged, assigned, or otherwise alienated or hypothecated,
                  other than by will or by the laws of descent and distribution,
                  and shall be exercisable during a Participant's lifetime only
                  by such Participant.

            (b)   NONQUALIFIED STOCK OPTIONS. Except as otherwise determined by
                  the Committee, NQSOs may not be sold, transferred, pledged,
                  assigned, or otherwise alienated or hypothecated, other than
                  by will or by the laws of descent and distribution, and shall
                  be exercisable during a Participant's lifetime only by such
                  Participant.

ARTICLE 7. STOCK APPRECIATION RIGHTS

      7.1.  GRANT OF SARS. Subject to the terms and provisions of the Plan, SARs
may be granted to Participants in such amounts, upon such terms, and at such
times as the Committee shall determine. The Committee may grant Freestanding
SARs, Tandem SARs, or any combination of these forms of SAR.

      The Committee shall have complete discretion in determining the number of
SARs granted to each Participant (subject to Article 4 herein) and, consistent
with the provisions of the Plan, in determining the terms and conditions
pertaining to such SARs.

                                       11


      The grant price of a Freestanding SAR shall at least equal to the Fair
Market Value of a Share on the date of grant of the SAR, and the grant price of
a Tandem SAR shall equal the Exercise Price of the related Option; provided,
however, that this restriction shall not apply to Replacement Awards or Awards
that are adjusted pursuant to Section 4.3 herein.

      7.2.  EXERCISE OF TANDEM SARS. A Tandem SAR may be exercised only with
respect to the Shares for which its related Option is then exercisable. To the
extent exercisable, Tandem SARs may be exercised for all or part of the Shares
subject to the related Option. The exercise of all or part of a Tandem SAR shall
result in the forfeiture of the right to purchase a number of Shares under the
related Option equal to the number of Shares with respect to which the SAR is
exercised. Conversely, upon exercise of all or part of an Option with respect to
which a Tandem SAR has been granted, an equivalent portion of the Tandem SAR
shall similarly be forfeited.

      Notwithstanding any other provision of the Plan to the contrary, with
respect to a Tandem SAR granted in connection with an ISO: (i) the Tandem SAR
will expire no later than the expiration of the underlying ISO; (ii) the value
of the payout with respect to the Tandem SAR may be for no more than one hundred
percent (100%) of the difference between the Exercise Price of the underlying
ISO and the Fair Market Value of the Shares subject to the underlying ISO at the
time the Tandem SAR is exercised; and (iii) the Tandem SAR may be exercised only
when the Fair Market Value of the Shares subject to the ISO exceeds the Exercise
Price of the ISO.

      7.3.  EXERCISE OF FREESTANDING SARS. Freestanding SARs may be exercised
upon whatever terms and conditions the Committee, in its sole discretion,
imposes upon them and sets forth in the Award Agreement.

      7.4.  AWARD AGREEMENT. Each SAR grant shall be evidenced by an Award
Agreement that shall specify the grant price, the term of the SAR, and such
other provisions as the Committee shall determine.

      7.5.  TERM OF SARS. The term of an SAR granted under the Plan shall be
determined by the Committee, in its sole discretion; provided, however, that
such term shall not exceed ten (10) years.

      7.6.  PAYMENT OF SAR AMOUNT. Upon exercise of an SAR, a Participant shall
be entitled to receive payment from the Company in an amount determined by
multiplying:

            (a)   the difference between the Fair Market Value of a Share on the
                  date of exercise over the grant price; by

            (b)   the number of Shares with respect to which the SAR is
                  exercised.

      At the discretion of the Committee, the payment upon SAR exercise may be
in cash, in Shares of equivalent value, or in some combination thereof.

                                       12


      7.7.  DIVIDEND EQUIVALENTS. At the discretion of the Committee, an Award
of SARs may provide the Participant with the right to receive Dividend
Equivalents, which may be paid currently or credited to an account for the
Participant, and may be settled in cash and/or Shares, as determined by the
Committee in its sole discretion, subject in each case to such terms and
conditions as the Committee shall establish.

      7.8.  TERMINATION OF EMPLOYMENT OR SERVICE. Each SAR Award Agreement shall
set forth the extent to which the Participant shall have the right to exercise
the SAR following termination of the Participant's employment or, if the
Participant is a Director or Consultant, service with the Company, a Parent
and/or a Subsidiary, as the case may be. Such provisions shall be determined in
the sole discretion of the Committee, need not be uniform among all SARs, and
may reflect distinctions based on the reasons for termination of employment or
service.

      7.9.  NONTRANSFERABILITY OF SARS. Except as otherwise determined by the
Committee, SARs may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution, and shall be exercisable during a Participant's lifetime only by
such Participant.

ARTICLE 8. RESTRICTED STOCK

      8.1.  GRANT OF RESTRICTED STOCK. Subject to the terms and provisions of
the Plan, Restricted Stock may be granted to Participants in such amounts, upon
such terms, and at such times as the Committee shall determine.

      8.2.  AWARD AGREEMENT. Each Restricted Stock grant shall be evidenced by
an Award Agreement that shall specify the Period(s) of Restriction and, if
applicable, Performance Period(s), the number of Shares of Restricted Stock
granted, and such other provisions as the Committee shall determine.

      8.3.  OTHER RESTRICTIONS. The Committee shall impose such other conditions
and/or restrictions on any Shares of Restricted Stock granted pursuant to the
Plan as it may deem advisable including, without limitation, a requirement that
Participants pay a stipulated purchase price for each Share of Restricted Stock,
a requirement that the issuance of Shares of Restricted Stock be delayed,
restrictions based upon the achievement of specific performance goals,
time-based restrictions on vesting following the attainment of the performance
goals, time-based restrictions, and/or restrictions under applicable laws or
under the requirements of any stock exchange or market upon which such Shares
are listed or traded, or holding requirements or sale restrictions placed on the
Shares by the Company upon vesting of such Restricted Stock. The Company may
retain in its custody any certificate evidencing the Shares of Restricted Stock
and place thereon a legend and institute stop-transfer orders on such Shares,
and the Participant shall be obligated to sign any stock power requested by the
Company relating to the Shares to give effect to the forfeiture provisions of
the Restricted Stock.

                                       13


      8.4.  REMOVAL OF RESTRICTIONS. Subject to applicable laws, Restricted
Stock shall become freely transferable by the Participant after the last day of
the Period of Restriction applicable thereto. Once Restricted Stock is released
from the restrictions, the Participant shall be entitled to receive a
certificate evidencing the Shares.

      8.5.  VOTING RIGHTS. Unless otherwise determined by the Committee and set
forth in a Participant's Award Agreement, to the extent permitted or required by
law, as determined by the Committee, Participants holding Shares of Restricted
Stock granted hereunder may exercise full voting rights with respect to those
Shares during the Period of Restriction.

      8.6.  DIVIDENDS AND OTHER DISTRIBUTIONS. Except as otherwise provided in a
Participant's Award Agreement, during the Period of Restriction, Participants
holding Shares of Restricted Stock shall receive all regular cash dividends paid
with respect to all Shares while they are so held, and, except as otherwise
determined by the Committee, all other distributions paid with respect to such
Restricted Stock shall be credited to Participants subject to the same
restrictions on transferability and forfeitability as the Restricted Stock with
respect to which they were paid and paid at such time following full vesting as
are paid the Shares of Restricted Stock with respect to which such distributions
were made.

      8.7.  TERMINATION OF EMPLOYMENT OR SERVICE. Each Award Agreement shall set
forth the extent to which the Participant shall have the right to retain
unvested Restricted Stock following termination of the Participant's employment
or, if the Participant is a Director or Consultant, service with the Company, a
Parent and/or a Subsidiary, as the case may be. Such provisions shall be
determined in the sole discretion of the Committee, need not be uniform among
all Awards of Restricted Stock, and may reflect distinctions based on the
reasons for termination of employment or service.

      8.8.  NONTRANSFERABILITY OF RESTRICTED STOCK. Except as otherwise
determined by the Committee, during the applicable Period of Restriction, a
Participant's Restricted Stock and rights relating thereto shall be available
during the Participant's lifetime only to such Participant, and such Restricted
Stock and related rights may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated other than by will or by the laws of descent
and distribution.

ARTICLE 9. RESTRICTED STOCK UNITS AND PERFORMANCE SHARES

      9.1.  GRANT OF RESTRICTED STOCK UNITS/PERFORMANCE SHARES. Subject to the
terms and provisions of the Plan, Restricted Stock Units and Performance Shares
may be granted to Participants in such amounts, upon such terms, and at such
times as the Committee shall determine.

      9.2.  AWARD AGREEMENT. Each grant of Restricted Stock Units or Performance
Shares shall be evidenced by an Award Agreement that shall specify the
applicable Period(s) of Restriction and/or Performance Period(s) (as the case
may be), the number

                                       14


of Restricted Stock Units or Performance Shares granted, and such other
provisions as the Committee shall determine. The initial value of a Restricted
Stock Unit or Performance Share shall be at least equal to the Fair Market Value
of a Share on the date of grant; provided, however, that this restriction shall
not apply to Replacement Awards or Awards that are adjusted pursuant to Section
4.3 herein.

      9.3.  FORM AND TIMING OF PAYMENT. Except as otherwise provided in Article
17 herein or a Participant's Award Agreement, payment of Restricted Stock Units
or Performance Shares shall be made at a specified settlement date that shall
not be earlier than the last day of the Period of Restriction or Performance
Period, as the case may be. The Committee, in its sole discretion, may pay
earned Restricted Stock Units and Performance Shares by delivery of Shares or by
payment in cash of an amount equal to the Fair Market Value of such Shares (or a
combination thereof). The Committee may provide that settlement of Restricted
Stock Units or Performance Shares shall be deferred, on a mandatory basis or at
the election of the Participant.

      9.4.  VOTING RIGHTS. A Participant shall have no voting rights with
respect to any Restricted Stock Units or Performance Shares granted hereunder;
provided, however, that the Committee may deposit Shares potentially deliverable
in connection with Restricted Stock Units or Performance Shares in a rabbi
trust, in which case the Committee may provide for pass through voting rights
with respect to such deposited Shares.

      9.5.  DIVIDEND EQUIVALENTS. At the discretion of the Committee, an Award
of Restricted Stock Units or Performance Shares may provide the Participant with
the right to receive Dividend Equivalents, which may be paid currently or
credited to an account for the Participant, and may be settled in cash and/or
Shares, as determined by the Committee in its sole discretion, subject in each
case to such terms and conditions as the Committee shall establish.

      9.6.  TERMINATION OF EMPLOYMENT OR SERVICE. Each Award Agreement shall set
forth the extent to which the Participant shall have the right to receive a
payout respecting an Award of Restricted Stock Units or Performance Shares
following termination of the Participant's employment or, if the Participant is
a Director or Consultant, service with the Company, a Parent and/or a
Subsidiary, as the case may be. Such provisions shall be determined in the sole
discretion of the Committee, need not be uniform among all Restricted Stock
Units or Performance Shares, and may reflect distinctions based on the reasons
for termination of employment or service.

      9.7.  NONTRANSFERABILITY. Except as otherwise determined by the Committee,
Restricted Stock Units and Performance Shares and rights relating thereto may
not be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and distribution.

                                       15


ARTICLE 10. PERFORMANCE UNITS

      10.1. GRANT OF PERFORMANCE UNITS. Subject to the terms and conditions of
the Plan, Performance Units may be granted to Participants in such amounts, upon
such terms, and at such times as the Committee shall determine.

      10.2. AWARD AGREEMENT. Each grant of Performance Units shall be evidenced
by an Award Agreement that shall specify the number of Performance Units
granted, the Performance Period(s), the performance goals and such other
provisions as the Committee shall determine.

      10.3. VALUE OF PERFORMANCE UNITS. The Committee shall set performance
goals in its discretion that, depending on the extent to which they are met,
will determine the number and/or value of Performance Units that will be paid
out to the Participants.

      10.4. FORM AND TIMING OF PAYMENT. Except as otherwise provided in Article
17 herein or a Participant's Award Agreement, payment of earned Performance
Units shall be made following the close of the applicable Performance Period.
The Committee, in its sole discretion, may pay earned Performance Units in cash
or in Shares that have an aggregate Fair Market Value equal to the value of the
earned Performance Units (or a combination thereof). The Committee may provide
that settlement of Performance Units shall be deferred, on a mandatory basis or
at the election of the Participant.

      10.5. DIVIDEND EQUIVALENTS. At the discretion of the Committee, an Award
of Performance Units may provide the Participant with the right to receive
Dividend Equivalents, which may be paid currently or credited to an account for
the Participant, and may be settled in cash and/or Shares, as determined by the
Committee in its sole discretion, subject in each case to such terms and
conditions as the Committee shall establish.

      10.6. TERMINATION OF EMPLOYMENT OR SERVICE. Each Award Agreement shall set
forth the extent to which the Participant shall have the right to receive a
payout respecting an Award of Performance Units following termination of the
Participant's employment or, if the Participant is a Director or Consultant,
service with the Company, a Parent and/or a Subsidiary, as the case may be. Such
provisions shall be determined in the sole discretion of the Committee, need not
be uniform among all Performance Units and may reflect distinctions based on
reasons for termination of employment or service.

      10.7. NONTRANSFERABILITY. Except as otherwise determined by the Committee,
Performance Units and rights relating thereto may not be sold, transferred,
pledged, assigned or otherwise alienated or hypothecated, other than by will or
by the laws of descent and distribution.

                                       16


ARTICLE 11. OTHER AWARDS

      11.1. GRANT OF OTHER AWARDS. Subject to the terms and conditions of the
Plan, Other Awards may be granted to Participants in such amounts, upon such
terms, and at such times as the Committee shall determine. Types of Other Awards
that may be granted pursuant to this Article 11 include, without limitation, the
payment of cash or Shares based on attainment of performance goals established
by the Committee, the payment of Shares as a bonus or in lieu of cash based on
attainment of performance goals established by the Committee, and the payment of
Shares in lieu of cash under other Company incentive or bonus programs

      11.2. PAYMENT OF OTHER AWARDS. Payment under or settlement of any such
Awards shall be made in such manner and at such times as the Committee may
determine.

      11.3. TERMINATION OF EMPLOYMENT OR SERVICE. The Committee shall determine
the extent to which the Participant shall have the right to receive Other Awards
following termination of the Participant's employment or, if the Participant is
a Director or Consultant, service with the Company, a Parent and/or a
Subsidiary, as the case may be. Such provisions shall be determined in the sole
discretion of the Committee, may be included in an agreement entered into with
each Participant, but need not be uniform among all Other Awards, and may
reflect distinctions based on the reasons for termination of employment or
service.

      11.4. NONTRANSFERABILITY. Except as otherwise determined by the Committee,
Other Awards and rights relating thereto may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.

ARTICLE 12. REPLACEMENT AWARDS

      Each Replacement Award shall have substantially the same terms and
conditions (as determined by the Committee) as the award it replaces; provided,
however, that the number of Shares subject to Replacement Awards, the Exercise
Price, grant price or other price of Shares subject to Replacement Awards, any
performance conditions relating to Shares underlying Replacement Awards, or the
market price of Shares underlying Replacement Awards or per-Share results may
differ from the awards they replace to the extent such differences are
determined to be appropriate and equitable by the Committee, in its sole
discretion.

ARTICLE 13. PERFORMANCE MEASURES

      The Committee may specify that the attainment of one or more of the
performance measures set forth in this Article 13 shall determine the degree of
granting, vesting and/or payout with respect to Awards (including any related
dividends or Dividend Equivalents) that the Committee intends will qualify for
the Performance-Based Exception. The performance goals to be used for such
Awards shall be chosen from among the following performance measure(s): earnings
per share, economic value

                                       17


created, market share (actual or targeted growth), net income (before or after
taxes), operating income, adjusted net income after capital charge, return on
assets (actual or targeted growth), return on capital (actual or targeted
growth), return on equity (actual or targeted growth), return on investment
(actual or targeted growth), revenue (actual or targeted growth), cash flow,
operating margin, share price, share price growth, total stockholder return, and
strategic business criteria consisting of one or more objectives based on
meeting specified market penetration goals, productivity measures, geographic
business expansion goals, cost targets, customer satisfaction or employee
satisfaction goals, goals relating to merger synergies, management of employment
practices and employee benefits, or supervision of litigation and information
technology, and goals relating to acquisitions or divestitures of Subsidiaries
and/or other affiliates or joint ventures. The targeted level or levels of
performance with respect to such performance measures may be established at such
levels and on such terms as the Committee may determine, in its discretion,
including in absolute terms, as a goal relative to performance in prior periods,
or as a goal compared to the performance of one or more comparable companies or
an index covering multiple companies. Awards (including any related dividends or
Dividend Equivalents) that are not intended to qualify for the Performance-Based
Exception may be based on these or such other performance measures as the
Committee may determine.

      Achievement of performance goals in respect of Awards intended to qualify
under the Performance-Based Exception shall be measured over a Performance
Period, and the goals shall be established not later than ninety (90) days after
the beginning of the Performance Period or, if less than (90) days, the number
of days that is equal to twenty-five percent (25%) of the relevant Performance
Period applicable to the Award. The Committee shall have the discretion to
adjust the determinations of the degree of attainment of the pre-established
performance goals; provided, however, that Awards that are designed to qualify
for the Performance-Based Exception may not be adjusted upward (the Committee
may, in its discretion, adjust such Awards downward).

ARTICLE 14. BENEFICIARY DESIGNATION

      Each Participant under the Plan may, from time to time, name any
beneficiary or beneficiaries (who may be named contingently or successively) to
whom any benefit under the Plan is to be paid in case of his or her death before
he or she receives any or all of such benefit. Each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the
Participant in writing during the Participant's lifetime with the Committee. In
the absence of any such designation, benefits remaining unpaid at the
Participant's death shall be paid to the Participant's estate.

ARTICLE 15. DEFERRALS

      If permitted by the Committee, a Participant may defer receipt of amounts
that would otherwise be provided to such Participant with respect to an Award,
including Shares deliverable upon exercise of an Option or SAR or upon payout of
any other Award. If permitted, such deferral (and the required deferral
election) shall be made in

                                       18


accordance with, and shall be subject to, the terms and conditions of the
applicable nonqualified deferred compensation plan, agreement or arrangement
under which such deferral is made and such other terms and conditions as the
Committee may prescribe.

ARTICLE 16. RIGHTS OF PARTICIPANTS

      16.1. CONTINUED SERVICE. Nothing in the Plan shall:

            (a)   interfere with or limit in any way the right of the Company, a
                  Parent or a Subsidiary to terminate any Participant's
                  employment or service at any time,

            (b)   confer upon any Participant any right to continue in the
                  employ or service of the Company, a Parent or a Subsidiary,
                  nor

            (c)   confer on any Director any right to continue to serve on the
                  Board of Directors of the Company, a Parent or a Subsidiary.

      16.2. PARTICIPATION. No Employee, Director or Consultant shall have the
right to be selected to receive an Award under the Plan, or, having been so
selected, to be selected to receive future Awards.

ARTICLE 17. CHANGE IN CONTROL

      Except as otherwise provided in a Participant's Award Agreement, upon the
occurrence of a Change in Control, unless otherwise specifically prohibited
under applicable laws, or by the rules and regulations of any governing
governmental agencies or national securities exchanges:

            (a)   any and all outstanding Options and SARs granted hereunder
                  shall become immediately exercisable; provided, however, that
                  the Committee instead may instead provide that such Awards
                  shall be automatically cashed out upon a Change in Control;

            (b)   any Period of Restriction or other restriction imposed on
                  Restricted Stock, Restricted Stock Units and Other Awards
                  shall lapse; and

            (c)   any and all Performance Shares, Performance Units and other
                  Awards (if performance-based) shall be deemed earned at the
                  target level (or if no target level is specified, the maximum
                  level) with respect to all open Performance Periods.

ARTICLE 18. ADDITIONAL FORFEITURE PROVISIONS

      The Committee may condition a Participant's right to receive a grant of an
Award, to vest in the Award, to exercise the Award, to retain cash, Shares,
other Awards, or other property acquired in connection with the Award, or to
retain the profit or gain realized by the Participant in connection with the
Award, including cash or other

                                       19


proceeds received upon sale of Shares acquired in connection with an Award, upon
compliance by the Participant with specified conditions relating to
non-competition, confidentiality of information relating to or possessed by the
Company, non-solicitation of customers, suppliers, and employees of the Company,
cooperation in litigation, non-disparagement of the Company and its officers,
directors and affiliates, and other restrictions upon or covenants of the
Participant, including during specified periods following termination of
employment with or service for the Company, a Parent and/or a Subsidiary.

ARTICLE 19. AMENDMENT, MODIFICATION, AND TERMINATION

      19.1. AMENDMENT, MODIFICATION, AND TERMINATION. The Board may at any time
and from time to time, alter, amend, suspend or terminate the Plan in whole or
in part; provided, however, that no amendment that requires stockholder approval
in order for the Plan to continue to comply with the New York Stock Exchange
listing standards or any rule promulgated by the United States Securities and
Exchange Commission or any securities exchange on which the securities of the
Company are listed shall be effective unless such amendment shall be approved by
the requisite vote of stockholders of the Company entitled to vote thereon
within the time period required under such applicable listing standard or rule.

      19.2. ADJUSTMENT OF AWARDS UPON THE OCCURRENCE OF CERTAIN UNUSUAL OR
NONRECURRING EVENTS. The Committee may make adjustments in the terms and
conditions of, and the criteria included in, Awards in recognition of unusual or
nonrecurring events (including, without limitation, the events described in
Section 4.3 hereof) affecting the Company or the financial statements of the
Company or of changes in applicable laws, regulations, or accounting principles,
whenever the Committee determines that such adjustments are appropriate in order
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan. With respect to any Awards
intended to comply with the Performance-Based Exception, any such exception
shall be specified at such times and in such manner as will not cause such
Awards to fail to qualify under the Performance-Based Exception.

      19.3. AWARDS PREVIOUSLY GRANTED. No termination, amendment or modification
of the Plan or of any Award shall adversely affect in any material way any Award
previously granted under the Plan without the written consent of the Participant
holding such Award, unless such termination, modification or amendment is
required by applicable law and except as otherwise provided herein.

      19.4. COMPLIANCE WITH THE PERFORMANCE-BASED EXCEPTION. If it is intended
that an Award (and/or any dividends or Dividend Equivalents relating to such
Award) comply with the requirements of the Performance-Based Exception, the
Committee may apply any restrictions it deems appropriate such that the Awards
(and/or dividends or Dividend Equivalents) maintain eligibility for the
Performance-Based Exception. If changes are made to Code Section 162(m) or
regulations promulgated thereunder to permit greater flexibility with respect to
any Award or Awards available under the Plan,

                                       20


the Committee may, subject to this Article 19, make any adjustments to the Plan
and/or Award Agreements it deems appropriate.

ARTICLE 20. WITHHOLDING

      20.1. TAX WITHHOLDING. The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, local, domestic or foreign taxes required
by law or regulation to be withheld with respect to any taxable event arising as
a result of the Plan.

      20.2. USE OF SHARES TO SATISFY WITHHOLDING OBLIGATION. With respect to
withholding required upon the exercise of Options or SARs, upon the vesting or
settlement of Restricted Stock, Restricted Stock Units, Performance Shares or
Performance Units, or upon any other taxable event arising as a result of Awards
granted hereunder, the Committee may require or may permit Participants to elect
that the withholding requirement be satisfied, in whole or in part, by having
the Company withhold, or by tendering to the Company, Shares having a Fair
Market Value equal to the minimum statutory withholding (based on minimum
statutory withholding rates for federal and state tax purposes, including
payroll taxes) that could be imposed on the transaction and, in any case in
which it would not result in additional accounting expense to the Company, taxes
in excess of the minimum statutory withholding amounts. Any such elections by a
Participant shall be irrevocable, made in writing and signed by the Participant.

ARTICLE 21. INDEMNIFICATION

      Each person who is or shall have been a member of the Committee, or of the
Board, shall be indemnified and held harmless by the Company to the fullest
extent permitted by Delaware law against and from any loss, cost, liability, or
expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to
which he or she may be a party or in which he or she may be involved by reason
of any action taken or failure to act under the Plan and against and from any
and all amounts paid by him or her in settlement thereof, with the Company's
approval, or paid by him or her in satisfaction of any judgment in any such
action, suit, or proceeding against him or her, provided he or she shall give
the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own behalf.
The foregoing right of indemnification is subject to the person having been
successful in the legal proceedings or having acted in good faith and what is
reasonably believed to be a lawful manner in the Company's best interests. The
foregoing right of indemnification shall not be exclusive of any other rights of
indemnification to which such persons may be entitled under the Company's
Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any
power that the Company may have to indemnify them or hold them harmless.

                                       21


ARTICLE 22. SUCCESSORS

      All obligations of the Company under the Plan and with respect to Awards
shall be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation,
or other event, or a sale or disposition of all or substantially all of the
business and/or assets of the Company.

ARTICLE 23. LEGAL CONSTRUCTION

      23.1. GENDER, NUMBER AND REFERENCES. Except where otherwise indicated by
the context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural. Any
reference in the Plan to an act or code or to any section thereof or rule or
regulation thereunder shall be deemed to refer to such act, code, section, rule
or regulation, as may be amended from time to time, or to any successor act,
code, section, rule or regulation.

      23.2. SEVERABILITY. In the event any provision of the Plan shall be held
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and enforced as
if the illegal or invalid provision had not been included.

      23.3. REQUIREMENTS OF LAW. The granting of Awards and the issuance of
Shares under the Plan shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

      23.4. GOVERNING LAW. To the extent not preempted by federal law, the Plan,
and all agreements hereunder, shall be construed in accordance with and governed
by the laws of the State of Florida, without giving effect to conflicts or
choice of law principles.

      23.5. NON-EXCLUSIVE PLAN. Neither the adoption of the Plan by the Board
nor its submission to the stockholders of the Company for approval shall be
construed as creating any limitations on the power of the Board or a committee
thereof to adopt such other incentive arrangements as it may deem desirable,
including other incentive arrangements and awards that do or do not qualify
under the Performance-Based Exception.

      23.6. CODE SECTION 409A COMPLIANCE. To the extent applicable, it is
intended that this Plan and any Awards granted under the Plan comply with the
requirements of Code Section 409A and any related regulations or other guidance
promulgated with respect to such Section by the U.S. Department of the Treasury
or the Internal Revenue Service (collectively "Section 409A"). Any provision
that would cause the Plan or any Award granted under the Plan to fail to satisfy
Section 409A shall have no force or effect until amended to comply with Section
409A, which amendment may be retroactive to the extent permitted by Section
409A.

                                       22

                                                                   EXHIBIT 10.50

                       FIDELITY NATIONAL TITLE GROUP, INC.

                          EMPLOYEE STOCK PURCHASE PLAN

         Fidelity National Title Group, Inc., a Delaware corporation
(hereinafter referred to as the "Company"), hereby establishes an employee stock
purchase plan to be known as the "Fidelity National Title Group, Inc. Employee
Stock Purchase Plan" (hereinafter referred to as the "Plan"). The Plan shall
become effective on [______________].

                                   ARTICLE I
                               PURPOSE OF THE PLAN

         1.1. PURPOSE. The Company has determined that it is in its best
interests to provide an incentive to attract and retain Employees and to
increase Employee morale by providing a program through which Employees may
acquire a proprietary interest in the Company through the purchase of Company
Stock. The Plan shall permit Employees to subscribe for and purchase shares of
the Company Stock, and to pay the purchase price in installments by payroll
deductions. Participation in the Plan is entirely voluntary and neither the
Company nor any of its Subsidiaries makes any recommendations to their Employees
as to whether they should participate in the Plan. The Plan is not intended to
be an employee benefit plan under the Employee Retirement Income Security Act of
1974, as amended, nor qualify as an "employee stock purchase plan" under Section
423 of the Code.

                                   ARTICLE II
                                   DEFINITIONS

         2.1. BASE EARNINGS. "Base Earnings" means the amount of a Participant's
regular salary before deductions required by law and deductions authorized by
the Participant, including any elective deferrals with respect to a plan of the
Employer qualified under Sections 125 or 401(a) of the Code and any amounts
deferred by the Participant to a nonqualified deferred compensation plan
sponsored by the Employer. In the case of Participants primarily compensated on
a commission basis, "Base Earnings" may include commission earnings not to
exceed $7,500 per month. "Base Earnings" shall not include: wages paid for
overtime, extended workweek schedules or any other form of extra compensation,
payments made by the Employer based upon salary for Social Security, workers'
compensation, unemployment compensation, disability payments or any other
payment mandated by state or federal statute, or salary-related contributions
made by the Employer for insurance, annuity or any other employee benefit plan.

         2.2. BOARD. "Board" means the Board of Directors of the Company.

         2.3. BROKER. "Broker" means the financial institution designated by the
Company to act as Broker for the Plan under Article VIII below.

         2.4. BROKERAGE ACCOUNT. "Brokerage Account" means the bookkeeping entry
maintained by the Company for the purpose of accounting for the benefits accrued
by a Participant under the Plan.

         2.5. CODE. "Code" means the Internal Revenue Code of 1986, as amended,
and the regulations promulgated thereunder.

         2.6. COMMITTEE. "Committee" means the Committee described in Article
VIII.

         2.7. COMPANY. "Company" means Fidelity National Title Group, Inc., a
Delaware corporation.

         2.8. COMPANY STOCK. "Company Stock" means Class A common stock of the
Company, par value $0.0001 per share.

         2.9. DISTRIBUTION DATE. "Distribution Date" means the date as of which
the distribution of Company Stock to the holders of the outstanding common stock
of Fidelity National Financial, Inc., is effected.

         2.10. EMPLOYEE. "Employee" means each person currently employed by the
Employer who (a) averages at least twenty hours per week, any portion of whose
income is subject to withholding of income tax or for whom Social Security
retirement contributions are made by the Employer, or (b) qualifies as a
common-law employee of the Employer. Persons determined by the Board to be
non-Employees and Employees on a leave of absence are not eligible to become
Participants in the Plan.

         2.11. EMPLOYER. "Employer" means the Company and any Subsidiary that
adopts this Plan with the approval of the Board.

         2.12. PARTICIPANT. "Participant" means an Employee who has satisfied
the eligibility requirements of Section 3.1 and has become a participant in the
Plan in accordance with Section 3.2.

         2.13. PAYROLL PERIOD. "Payroll Period" means the pay periods coinciding
with the Employer's payroll practices, as revised from time to time.

         2.14. PLAN YEAR. "Plan Year" means the twelve consecutive month period
ending each December 31.

         2.15. QUARTER. "Quarter" means the three consecutive calendar month
periods commencing January 1 through March 31, April 1 through June 30, July 1
through September 30 and October 1 through December 31 each Plan Year.

         2.16. QUARTER END. "Quarter End" means the last day of each Quarter
(March 31, June 30, September 30 or December 31).

         2.17. SUBSIDIARY. "Subsidiary" means any corporation in which the
Company owns, directly or indirectly, at least fifty percent (50%) of the total
combined voting power of all classes of stock, or any other entity (including,
but not limited to, partnerships and joint ventures) in which the Company owns,
directly or indirectly, at least fifty percent (50%) of the combined equity
thereof.

                                       2

                                  ARTICLE III
                          ELIGIBILITY AND PARTICIPATION

         3.1. ELIGIBILITY. Eligibility under the Plan shall be determined as
follows:

                  (a) Each Employee of the Employer who participated in or was
eligible to participate in the Fidelity National Financial, Inc. Employee Stock
Purchase Plan (the "FNF ESPP") prior to the Distribution Date shall be eligible
to become a Participant in the Plan following the Distribution Date.

                  (b) All other Employees of the Employer shall be eligible to
become Participants in the Plan on the first day of the next Payroll Period (to
the extent practical under the Employer's payroll practices) following the
delivery of an enrollment form provided by the Employer (the "Enrollment Form")
coincident with or next following the completion of ninety days of employment
with the Employer.

         3.2. PARTICIPATION. As soon as administratively practicable following
the Distribution Date, as determined by the Committee in its sole discretion, an
Employee who has satisfied the eligibility requirements of Section 3.1 may
become a participant in the Plan upon his or her completion and delivery to the
Human Resources Department of the Company an Enrollment Form authorizing payroll
deductions. Payroll deductions for a Participant shall commence on the first day
of the next Payroll Period coincident with or next following the filing of the
Participant's Enrollment Form and shall remain in effect until revoked by the
Participant by the filing of a notice of withdrawal from the Plan under Article
VII or by the filing of a new Enrollment Form providing for a change in the
Participant's payroll deduction rate in accordance with Section 4.2 below.

         3.3. SPECIAL RULES. In the event that a person is excluded from
participation in the Plan under Section 2.10 above and a court of competent
jurisdiction determines that the person is eligible to participate in the Plan,
the person shall be treated as an Employee only from the date of the court's
determination and shall not be entitled to retroactive participation in the
Plan.

                                   ARTICLE IV
                               PAYROLL DEDUCTIONS

         4.1. PARTICIPANT ELECTION. Upon the Enrollment Form, each Participant
shall designate the amount of payroll deductions ("Participant Contributions")
to be made from his paycheck to purchase Company Stock under the Plan. The
amount of Participant Contributions shall be designated in whole percentages of
Base Earnings, of at least 3% not to exceed 15% of Base Earnings for any Plan
Year. The amount so designated upon the Enrollment Form shall be effective as of
the next Payroll Period and shall continue until terminated or altered in
accordance with Section 4.2 below.

         4.2. CHANGES IN ELECTION. A Participant may terminate participation in
the Plan at any time prior to the close of a Payroll Period as provided in
Article VII. A Participant may decrease or increase the rate of Participant
Contributions once each Quarter by completing and delivering to the Human
Resources Department of the Company a new Enrollment Form

                                       3

setting forth the desired change. Any change under this Section 4.2 shall become
effective on the first day of the next Payroll Period (to the extent practical
under the Employer's payroll practices) following the delivery of the new
Enrollment Form.

         4.3. PARTICIPANT ACCOUNTS. The Company shall establish and maintain a
separate Brokerage Account for each Participant. The amount of each
Participant's Participant Contributions shall be credited to his or her
Brokerage Account. No interest will be paid or allowed on amounts credited to a
Participant's Brokerage Account. All Participant Contributions withheld by the
Company under the Plan are general corporate assets of the Company and may be
used by the Company for any corporate purpose. The Company is not obligated to
segregate such Participant Contributions.

                                   ARTICLE V
                              COMPANY CONTRIBUTIONS

         5.1. OFFICERS AND DIRECTORS. For each Officer or director of the
Employer who is a Participant in the Plan and remains an Employee on each day
from each Quarter End until the anniversary of that Quarter End (the "Matching
Date"), the Employer shall make a Matching Contribution to the Brokerage Account
of that Participant. The Matching Contribution shall be in an amount equal to
one-half of the amount of Participant Contributions set aside into the
Participant's Brokerage Account for the Quarter ending on the applicable Quarter
End. The Matching Contribution shall be made as soon as is practical to the
Broker following the Matching Date. Withholding taxes, if any, shall be made
upon such Matching Contribution based upon the Participant's existing
withholding percentages or as otherwise required by law from the Participant's
Base Earnings. For purposes of the Plan, "Officer" means president, secretary,
vice president, treasurer or assistant vice president and shall be determined by
the Committee as of any Quarter End.

         5.2. OTHER PARTICIPANTS. For each Participant who the Committee
determines is not an Officer or director of the Employer under Section 5.1 above
and who remains an Employee on each day from each Quarter End until the Matching
Date, the Company shall make a Matching Contribution to the Brokerage Account of
that Participant. Except as otherwise provided in Section 5.3 below, the
Matching Contribution shall be in an amount equal to one-third of the amount of
Participant Contributions set aside into the Participant's Brokerage Account for
the Quarter ending on the applicable Quarter End. The Matching Contribution
shall be made as soon as is practical to the Broker following the Matching Date.
Withholding taxes, if any, shall be made upon such Matching Contribution based
upon the Participant's existing withholding percentages or as otherwise required
by law from the Participant's Base Earnings.

         5.3. TEN-YEAR EMPLOYEES. Notwithstanding the provisions of Section 5.2
above, with respect to each Participant who has completed at least ten
consecutive years of employment with the Employer at the time any Matching
Contribution will be made ("Ten-Year Employee"), the Matching Contribution for
such Participant under Section 5.2 above shall be one-half of the amount of the
Participant's Contributions instead of one-third. For purposes of this Section
5.3, a Participant's years of employment with Fidelity National Financial Inc.
("FNF") prior to the Distribution Date, including all direct and indirect
subsidiaries of FNF, shall be included in determining whether the Participant is
a Ten-Year Employee.

                                       4

         5.4. CHANGES IN STATUS. In the event that a Participant becomes an
Officer or director of the Employer, as described in Section 5.1 herein, or a
Ten-Year Employee, as described in Section 5.3 herein, during a Quarter, for
purposes of determining such Participant's Matching Contribution, all
Participant Contributions made during the Quarter in which the change in status
occurred shall be considered to have been made as an Officer, director or
Ten-Year Employee for that Quarter.

                                   ARTICLE VI
                                PURCHASE OF STOCK

         6.1. PURCHASE OF COMPANY STOCK. Absent an election by the Participant
to terminate his or her payroll deductions and have his or her Brokerage Account
returned, as soon as is practical following the transfer of funds from the
Employer to the Broker following the close of each Payroll Period or, with
respect to Matching Contributions, Quarter End, the Plan shall cause the Broker
to purchase on behalf of each Participant the maximum number of shares and
partial shares of Company Stock at the purchase price determined under Section
6.4 as can be purchased with the amounts held in each Participant's Brokerage
Account. If there are amounts held in a Participant's Brokerage Account that are
not used to purchase Company Stock, all such amounts shall be held in the
Participant's Brokerage Account and carried forward to the next Payroll Period.

         6.2. DELIVERY OF COMPANY STOCK.

                  (a) Company Stock acquired under the Plan may either be issued
directly to Participants or may be issued to the Broker engaged by the Company
to administer the Plan under Article VIII. If the Company Stock is issued in the
name of the Broker, all Company Stock so issued ("Plan Held Stock") shall be
held in the name of the Broker for the benefit of the Plan. The Broker shall
maintain Brokerage Accounts for the benefit of the Participants that shall
reflect each Participant's interest in the Plan Held Stock. Such accounts shall
reflect the number of whole and partial shares of Company Stock that are being
held by the Broker for the benefit of each Participant.

                  (b) Any Participant may elect to have the Company Stock
purchased under the Plan from his or her Brokerage Account be issued directly to
the Participant. Any election under this paragraph shall be on the forms
provided by the Company and shall be issued in accordance with paragraph (c)
below.

                  (c) In the event that Company Stock under the Plan is issued
directly to a Participant, the Company will deliver to each Participant a stock
certificate or certificates issued in his or her name for the number of shares
of Company Stock purchased as soon as practicable after the Company Stock is
purchased. Where Company Stock is issued under this paragraph, only full shares
of stock will be issued to a Participant. The time of issuance and delivery of
shares may be postponed for such period as may be necessary to comply with the
registration requirements under the Securities Act of 1933, as amended, the
listing requirements of any securities exchange on which the Company Stock may
then be listed, or the requirements under other laws or regulations applicable
to the issuance or sale of such shares.

                                       5

         6.3. PURCHASE PRICE. The purchase price for any Offering Period shall
be the Fair Market Value of Company Stock on the date shares are purchased.

         6.4. FAIR MARKET VALUE. For purposes of the Plan, the term "Fair Market
Value" on any given date means the value of one share of Company Stock,
determined as follows:

                  (a) If the Company Stock is then listed or admitted to trading
on the New York Stock Exchange ("NYSE"), NASDAQ National Market System
("NASDAQ") or a stock exchange that reports closing sale prices, the Fair Market
Value shall be the opening sale price on the date of valuation, or, if no
opening sale price is quoted or no sale takes place on such day, then the Fair
Market Value shall be the opening sale price of the Company Stock on the next
preceding day on which a sale occurred.

                  (b) If the Company Stock is not then listed or admitted to
trading on the NYSE, NASDAQ, or a stock exchange that reports closing sale
prices, the Fair Market Value shall be the average of the opening bid and asked
prices of the Company Stock in the over-the-counter market on the date of
valuation.

                  (c) If neither (a) nor (b) is applicable as of the date of
valuation, then the Fair Market Value shall be determined by the Committee in
good faith using any reasonable method of valuation, which determination shall
be conclusive and binding on all interested parties.

         6.5. FEES AND COMMISSIONS. The Company shall pay the Broker's
administrative charges for opening and maintaining the Brokerage Accounts for
the Participants and the brokerage commissions on purchases made for such
Brokerage Accounts that are attributable to the purchase of Company Stock with
Participant Contributions and Matching Contributions under the Plan. Such
Brokerage Accounts may be utilized for other transactions as described in
Section 6.6 below, but any fees, commissions or other charges by the Broker in
connection with such transactions shall, in certain circumstances described in
Section 6.6, be payable directly to the Broker by the Participant.

         6.6. PARTICIPANT ACCOUNTS WITH BROKER. Each Participant's Brokerage
Account shall be credited with all cash dividends paid with respect to full
shares and fractional shares of Company Stock purchased with Participant
Contributions and Matching Contributions, unless the Company Stock is registered
in the Participant's name under Section 6.2 above. Unless directed otherwise,
all cash dividends on Company Stock held in a Participant's Brokerage Account
shall automatically be reinvested in Company Stock as soon as is practical
following receipt of the dividends by the Broker. Applicable fees and brokerage
commissions on the reinvestment of such dividends will be payable by the
Participant. Any stock dividends or stock splits that are made with respect to
Company Stock purchased with Participant Contributions and Matching
Contributions shall be credited to the Participant's Brokerage Account without
charge to the Participant. Any Participant may request that a certificate for
any or all of the full shares of Company Stock credited to his or her Brokerage
Account be delivered to him or her at any time, provided that the Participant
shall be charged by the Broker for any fees applicable to such request. A
Participant may request the Broker to sell any or all of the full or fractional
shares of Company Stock allocated to his or her Brokerage Account. Unless

                                       6

directed otherwise by the Participant, the Broker shall mail to the Participant
a check for the proceeds, less any applicable fees and brokerage commissions and
any transfer taxes, registration fees or other normal charges associated with
such a sale, which shall be paid by the Participant. Except as provided in
Section 7.1 below, any sale of Company Stock held in a Participant's Brokerage
Account shall not affect his or her status as a Participant. A Participant may
purchase or sell additional shares of Company Stock through his or her Brokerage
Account at any time through separate purchases arranged through the Broker. The
Participant shall pay any and all costs, commissions or fees associated with any
such transactions to the Broker, including, but not limited to, purchases,
sales, reinvestment of dividends, requests for certificates and crediting of
stock dividends or stock splits.

                                  ARTICLE VII
                                   WITHDRAWAL

         7.1. IN SERVICE WITHDRAWALS. At any time prior to the close of a
Payroll Period, any Participant may withdraw the amounts held in his or her
Brokerage Account by executing and delivering to the Human Resources Department
for the Company written notice of withdrawal on the form provided by the
Company. In such a case, the entire balance of the Participant's Brokerage
Account shall be paid to the Participant, without interest, as soon as is
practicable. Upon such notification, that Participant shall cease to participate
in the Plan for the remainder of the Payroll Period in which the notice is
given. Any Employee who has withdrawn under this Section shall be excluded from
participation in the Plan for the remainder of the Payroll Period, but may then
be reinstated as a Participant for a subsequent Payroll Period by executing and
delivering a new Enrollment Form to the Committee.

         7.2. TERMINATION OF EMPLOYMENT.

                  (a) In the event that a Participant's employment with the
Employer terminates for any reason, the Participant shall cease to participate
in the Plan on the date of termination. As soon as is practical following the
date of termination, the entire balance of the Participant's Brokerage Account
shall be paid to the Participant or his or her beneficiary, without interest.

                  (b) A Participant may file a written designation of a
beneficiary who is to receive any shares of Company Stock purchased under the
Plan or any cash from the Participant's Brokerage Account in the event of his or
her death. Beneficiary designations may be changed by the Participant at any
time by written notice. If a Participant dies, the Committee may rely upon the
most recent beneficiary designation it has on file as being the appropriate
beneficiary. If a Participant dies and no valid beneficiary designation exists,
or the beneficiary has predeceased the Participant, the Committee shall deliver
any cash or shares of Company Stock to the executor or administrator of the
estate of the Participant, or if no such executor or administrator has been
appointed to the knowledge of the Committee, the Committee, in its sole
discretion, may deliver such shares of Company Stock or cash to the spouse or
any one or more dependents or relatives of the Participant, or if no spouse,
dependent or relative is known to the Committee, then to such other person as
the Committee may designate.

                                       7

                                  ARTICLE VIII
                               PLAN ADMINISTRATION

         8.1. PLAN ADMINISTRATION.

                  (a) Authority to control and manage the operation and
administration of the Plan shall be vested in the Board, or a committee
("Committee") appointed by the Board. Until such time as the Board appoints a
Committee to administer the Plan, the Board shall serve as the Committee for
purposes of the Plan. The Board or Committee shall have all powers necessary to
supervise the administration of the Plan and control its operations.

                  (b) In addition to any powers and authority conferred on the
Board or Committee elsewhere in the Plan or by law, the Board or Committee shall
have the following powers and authority:

                           (i) To designate agents to carry out responsibilities
         relating to the Plan;

                           (ii) To administer, interpret, construe and apply
         this Plan and to answer all questions that may arise or that may be
         raised under this Plan by a Participant, his or her beneficiary or any
         other person whatsoever;

                           (iii) To establish rules and procedures from time to
         time for the conduct of its business and for the administration and
         effectuation of its responsibilities under the Plan; and

                           (iv) To perform or cause to be performed such further
         acts as it may deem to be necessary, appropriate, or convenient for the
         operation of the Plan.

                  (c) Any action taken in good faith by the Board or Committee
in the exercise of authority conferred upon it by this Plan shall be conclusive
and binding upon a Participant and his or her beneficiaries. All discretionary
powers conferred upon the Board shall be absolute.

         8.2. LIMITATION ON LIABILITY. No Employee of the Employer nor any
member of the Board or Committee shall be subject to any liability with respect
to his or her duties under the Plan unless the person acts fraudulently or in
bad faith. To the extent permitted by law, the Company shall indemnify each
member of the Board or Committee, and any other Employee of the Employer with
duties under the Plan who was or is a party, or is threatened to be made a
party, to any threatened, pending or completed proceeding, whether civil,
criminal, administrative, or investigative, by reason of the person's conduct in
the performance of his or her duties under the Plan.

                                   ARTICLE IX
                                  COMPANY STOCK

         9.1. LIMITATIONS ON PURCHASE OF SHARES. The maximum number of shares of
Company Stock that shall be made available for sale under the Plan shall be
[________] shares, subject to adjustment under Section 9.4 below. The Company
will issue the shares of

                                       8

Company Stock to be sold to Participants under the Plan. If the total number of
shares of Company Stock that would otherwise be issuable pursuant to rights
granted pursuant to Article VI of the Plan at the purchase date exceeds the
number of shares then available under the Plan, the Company shall make a pro
rata allocation of the shares remaining available in as uniform and equitable a
manner as is practicable. In such event, the Company shall give written notice
of such reduction of the number of shares to each Participant affected thereby
and any unused Participant Contributions shall be returned to such Participant
if necessary.

         9.2. VOTING COMPANY STOCK. The Participant will have no interest or
voting right in shares to be purchased under Article VI of the Plan until such
shares have been purchased.

         9.3. REGISTRATION OF COMPANY STOCK. Shares to be delivered to a
Participant under the Plan will be registered in the name of the Plan unless
designated otherwise by the Participant.

         9.4. CHANGES IN CAPITALIZATION OF THE COMPANY. Subject to any required
action by the stockholders of the Company, the number of shares of Company Stock
covered by each right under the Plan that has not yet been exercised and the
number of shares of Company Stock that have been authorized for issuance under
the Plan but have not yet been placed under rights or that have been returned to
the Plan upon the cancellation of a right, as well as the purchase price per
share of Company Stock covered by each right under the Plan that has not yet
been exercised, shall be proportionately adjusted in the event of a stock split,
stock dividend, spin-off, reorganization, recapitalization, merger,
consolidation, exchange of shares or similar transaction affecting the shares of
Company Stock. Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issue by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Company Stock subject to any right granted hereunder.

         9.5. MERGER OF COMPANY. In the event that the Company at any time
proposes to merge into, consolidate with or to enter into any other
reorganization pursuant to which the Company is not the surviving entity
(including the sale of all or substantially all of its assets or a "reverse"
merger in which the Company is the surviving entity), the Plan shall terminate,
unless provision is made in writing in connection with such transaction for the
continuance of the Plan and for the assumption of rights theretofore granted, or
the substitution for such rights of new rights covering the shares of a
successor corporation, with appropriate adjustments as to number and kind of
shares and prices, in which event the Plan and the rights theretofore granted or
the new rights substituted therefore, shall continue in the manner and under the
terms so provided. If such provision is not made in such transaction for the
continuance of the Plan and the assumption of rights theretofore granted or the
substitution for such rights of new rights covering the shares of a successor
corporation, then the Board or Committee shall cause written notice of the
proposed transaction to be given to the persons holding rights not less than 10
days prior to the anticipated effective date of the proposed transaction, and,
concurrent with the effective date of the proposed transaction, such rights
shall be exercised automatically in accordance with Article

                                       9

VI as if such effective date were the end of a Payroll Period unless a
Participant withdraws from the Plan as provided in Article VII.

                                   ARTICLE X
                              MISCELLANEOUS MATTERS

         10.1. AMENDMENT AND TERMINATION. Since future conditions affecting the
Company cannot be anticipated or foreseen, the Board reserves the right to
amend, modify, or terminate the Plan at any time. Upon termination of the Plan,
all benefits shall become payable immediately. Notwithstanding the foregoing, no
such amendment or termination shall affect rights previously granted, nor may an
amendment make any change in any right previously granted which adversely
affects the rights of any Participant. In addition, no amendment may be made
without prior approval of the stockholders of the Company if such amendment
would:

                  (a) Increase the number of shares of Company Stock that may be
issued under the Plan;

                  (b) Materially modify the requirements as to eligibility for
participation in the Plan; or

                  (c) Materially increase the benefits that accrue to
Participants under the Plan.

         10.2. BENEFITS NOT ALIENABLE. Benefits under the Plan may not be
assigned or alienated, whether voluntarily or involuntarily. Any attempt at
assignment, transfer, pledge or other disposition shall be without effect,
except that the Company may treat such act as an election to withdraw funds in
accordance with Article VII.

         10.3. NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a
voluntary undertaking on the part of the Employer and shall not be deemed to
constitute a contract between the Employer and any Employee or to be
consideration for, or an inducement to, or a condition of, the employment of any
Employee. Nothing contained in the Plan shall be deemed to give the right to any
Employee to be retained in the employ of the Employer or to interfere with the
right of the Employer to discharge any Employee at any time.

         10.4. GOVERNING LAW. To the extent not preempted by Federal law, the
Plan shall be construed in accordance with and governed by the laws of the State
of Florida, excluding any conflicts or choice of law rule or principle that
might otherwise refer construction or interpretation of this Plan to the
substantive law of another jurisdiction.

         10.5. NON-BUSINESS DAYS. When any act under the Plan is required to be
performed on a day that falls on a Saturday, Sunday or legal holiday, that act
shall be performed on the next succeeding day which is not a Saturday, Sunday or
legal holiday. Notwithstanding the above, Fair Market Value shall be determined
in accordance with Section 6.5.

         10.6. COMPLIANCE WITH SECURITIES LAWS. Notwithstanding any provision of
the Plan, the Committee shall administer the Plan in such a way to insure that
the Plan at all times complies with any requirements of Federal securities laws.
For example, affiliates may be

                                       10

required to make irrevocable elections in accordance with the rules set forth
under Section 16b-3 of the Securities Exchange Act of 1934, as amended.

         IN WITNESS WHEREOF, FIDELITY NATIONAL TITLE GROUP, INC. has caused this
instrument to become effective as of [_____________].

                                    FIDELITY NATIONAL TITLE GROUP, INC.



                                    By:
                                        --------------------------------
                                    Its:
                                        --------------------------------

                                       11

 

	/s/ KPMG LLP

 

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