Issuing Agency Contract

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


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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:


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(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,


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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.


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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 commi ...