AMERICAN NATIONAL FINANCIAL INC
EXHIBIT 10.20
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>3
<FILENAME>a76733ex10-20.txt
<DESCRIPTION>EXHIBIT 10.20
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.20


                              EMPLOYMENT AGREEMENT

        THIS EMPLOYMENT AGREEMENT (the "Agreement") is executed as of August 23,
2001, by and between American National Financial, Inc. (ANFI), a California
corporation and its successors (herein called the "Employer"), and Carl A.
Strunk, an individual, residing at 123 Via Alicia, Santa Barbara, CA (herein
called the "Employee"). The effective date of this Agreement ("Effective Date")
shall be August 14, 2001.

                                   WITNESSETH:

        WHEREAS, the Employer wishes to employ the Employee and the Employee
wishes to be employed by the Employer; and

        WHEREAS, the Employee is willing to accept employment, perform such
services and duties, and serve the Employer for the compensation hereinafter set
forth during the term of this Agreement and the Employer is willing to pay such
compensation during such term.

        NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants herein contained and other good and valuable consideration, the
parties hereto agree as follows:

        1) Employment Term and Location of Employment. Subject to the conditions
hereinafter set forth, the Employer shall employ the Employee and the Employee
shall remain in the employment of, and serve the Employer for a period of three
(3) years commencing the Effective Date ("The Term"). At the end of each year of
this Agreement, the term of this Agreement shall automatically be extended for
an additional one (1) year, unless ANFI or the Employee provide the other with
written notice prior to the expiration of such year of their intent not to
extend the term for an additional year; provided, however, that ANFI shall only
be entitled to elect to not extend the term if ANFI or any of its subsidiaries
fails to perform in accordance with the budgeted expectations for such entities
in the year in which such extension relates. Such budgeted expectations shall be
determined by the Board of Directors of ANFI in the exercise of reasonable
discretion. Any notice to the Employee by ANFI not to extend the term shall set
forth in reasonable detail the basis for the decision not to extend. The term of
this Agreement, including any extensions thereof in accordance with this Section
1, shall hereinafter be referred to as the "Term."

        2) Duties. The Employee agrees that, during the specified period of his
employment, he shall use his best efforts, skills, and abilities to:

                (a)act as Employer's Chief Financial Officer; and

                (b)serve as a member of Employer's Board of Directors.



                                       1
<PAGE>


        3) Devotion of Time. Employee agrees to devote his entire working time,
to the business and affairs of the Employer during the term of this Agreement.
Notwithstanding, Employer recognizes that Employee serves on the Board of
Directors of Micro General Corporation and will continue to do so indefinitely.
Employee will not participate in or accept any other business activities or
involvements without the prior approval of the Board of Directors of ANFI.

        4) Compensation During Employment. During the period of his employment
under this Agreement, Employee's compensation and consideration for the
performance of his services hereunder shall be as follows, all of which shall be
paid or given by Employer:

                  (a) Base Salary. Employee shall receive a base salary ("Base
        Salary") of $175,000 for first twelve (12) months of his employment, and
        $200,000 for each twelve (12) months thereafter, with such Base Salary
        paid ratably each month over each twelve (12) month period (after
        appropriate deductions for taxes, benefits and other customary items).
        Such base salary may be reviewed and increased at the discretion of the
        Chief Executive Officer.

                  b) Incentive Compensation. Employee shall be entitled to
        receive Merit Compensation based on Employee's and the Company's
        performance during the preceding year as determined by the Chairman of
        the Board and the Board of Directors.

                  c) The standard Company benefits enjoyed by the Company's
        other top executives.

                  d) Company shall pay Employee's membership dues in a social
        and/or recreational club as deemed necessary and appropriate by Employee
        to maintain various business relationships on behalf of the Company;
        provided however, that the company shall not be obligated to pay for any
        of Employee's personal purchases and expenses at such clubs.

                  e) Company shall provide medical and insurance coverage to
        employee and his dependants commencing on the date of the execution
        hereof and so long as this Agreement and all renewals of same are in
        force and effect.

                  f) Supplemental disability insurance sufficient to provide
        two-thirds of pre-disability base salary as base salary has been defined
        in Section 4.

                  The Company shall deduct from all compensation payable under
        this Agreement to Employee any taxes or withholdings the Company is
        required to deduct pursuant to state and federal laws or by mutual
        agreement between the parties.

        5) Vacation, Holidays and Sick Time. Employee shall be entitled to paid
vacation time for a period of time comparable to Employer's other executive
employees and on terms comparable to Employer's other executive employees.
Employees shall be entitled to the applicable number of paid sick days and
holidays as determined by Employer for all employees of Employer.



                                       2
<PAGE>

        6) Termination. Termination of this Agreement shall occur upon the
earlier of the following events.

                  (a) The expiration of the term of this Agreement;

                  (b) Mutual written consent of all Parties hereto;

                  (c) For Cause. The company may terminate this Agreement
        immediately for cause upon written notice to the Employee, in which
        event the Company shall be obligated to pay the Employee that portion of
        the minimum base compensation set forth in Section 4 due him through the
        date of termination. Cause shall be limited to gross and willful neglect
        of duties or criminal or other illegal activities as determined by a
        court of competent jurisdiction.

                  (d) Without Cause. Either party may terminate this Agreement
        immediately without cause by giving written notice to the other. If the
        Company terminates hereunder, it shall pay to the Employee an amount
        equal to the product of (A) the Employee's minimum base annual salary
        rate in effect as of the date of termination plus the total bonus paid
        or payable to the employee for the most recently ended calendar year,
        multiplied by (B) the greater of the number of years (including partial
        years) remaining in the term of employment hereunder or the number 2.
        Such payment to be made in a lump sum on or before the fifth day
        following the date of termination or as otherwise directed by Employee.
        All options granted to the Employee which had not vested as of the date
        of termination hereunder shall vest immediately. The Company shall
        maintain in full force and effect, for the continued benefit of the
        Employee for the greater of the number of years (including partial
        years) remaining in the term of employment hereunder or the number 2,
        all employee benefit plans and programs in which the Employee was
        entitled to participate immediately prior to the date of termination
        provided that the Employee's continued participation is possible under
        the general terms and provisions of such plans and programs. In the
        event that the Employee's participation in any such plan or program is
        prohibited, the Company shall, at the Company's expense, arrange to
        provide the Employee with benefits substantially similar to those which
        the employee would otherwise have been entitled to receive under such
        plans and programs from which his continued participation is prohibited.
        If the Employee terminates hereunder, the Company shall be obligated to
        pay the Employee the minimum base compensation and a prorated minimum
        annual bonus as set forth in Sections 3 and 4 due him through the date
        of termination.

                  (e) Disability. If the Employee fails to perform his duties
        hereunder on account of illness or other incapacity for a period of nine
        (9) consecutive months, the Company shall have the right upon written
        notice to the Employee to terminate this Agreement without further
        obligation by paying Employee the minimum base salary without offset for
        the remainder of the term of this Agreement in a lump sum or as
        otherwise directed by Employee.

                  (f) Death. If the Employee dies during the term of this
        Agreement, this Agreement shall terminate immediately, and the
        Employee's legal representatives



                                       3
<PAGE>

        shall be entitled to receive the base salary for the remainder of the
        term of this Agreement and the minimum annual bonus without offset
        prorated throughout the date of termination in a lump sum or as
        otherwise directed by Employee's legal representative.

                  (g) Effect of Termination. Termination for any cause shall not
        constitute a waiver of the Company's rights under this Agreement nor a
        release of employee from any obligation hereunder except his obligation
        to perform his day-to-day duties as an employee.

        7) Severance payment.

                  (a) The Employee may terminate his employment hereunder for
        "Good Reason," which for purposes of this Agreement shall mean a change
        in control of the Company. A "change in control" of the Company, for
        purposes of this Agreement, shall be deemed to have occurred if (i)
        there shall be consummated (x) any consolidation or merger of the
        Company other than a consolidation or merger of the Company in which the
        holders of the Company's Common Stock immediately prior to the merger
        own more than 50% of the voting securities of the surviving corporation
        immediately after the merger, or (y) any sale, lease exchange or other
        transfer (in one transaction or a series of related transactions) of
        all, or substantially all, of the assets of the Company, or (ii) the
        stockholders of the Company approve any plan or proposal for the
        liquidation or dissolution of the Company, or (iii) any "person" (such
        as that term is used in Sections 13(d) and 14(d) of the Securities
        Exchange Act of 1934 (the "Exchange Act")), other than the Company,
        Fidelity National Financial, Inc. or any "person" who, on the date
        hereof, is a director or officer of the Company, is or becomes the
        "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), of
        securities of the Company representing 30% or more of the combined
        voting power of the Company's then outstanding securities, or (iv)
        during any period of two (2) consecutive years during the Term or any
        extensions thereof, individuals, who, at the beginning of such period,
        constitute the Board of Directors, cease for any reason to constitute at
        least a majority thereof, unless the election of each director who was
        not a director at the beginning of such period has been approved in
        advance by directors representing at least two-thirds of the directors
        then in office who were directors at the beginning of the period. The
        Employee may only terminate this Agreement due to a change in control of
        the Company during the period commencing 60 days and expiring 365 days
        after such change in control.

                  (b) If the Employee terminates his employment for Good Reason,
        or, if after a change in control of the Company, the Company shall
        terminate the Employee's employment in breach of this Agreement or
        pursuant to Section 6(d), then:

                        (i) The Company shall pay the Employee his minimum base
                        annual salary due him through the date of termination;

                        (ii) In lieu of any further salary and bonus payments or
                        other payments due to the Employee for periods
                        subsequent to the date of



                                       4
<PAGE>

                        termination, the Company shall pay, as severance to the
                        Employee, an amount equal to the product of (A) the
                        Employee's base annual salary in effect as of the date
                        of termination plus the Incentive Compensation Bonus,
                        multiplied by (B) the number of years (including partial
                        years) remaining in the Term or the number 1 (one),
                        whichever is greater;

                        (iii) All options granted to the Employee which had not
                        vested as of the date of termination hereunder shall
                        vest immediately; and

                        (iv) The Company shall maintain in full force and
                        effect, for the continued benefit of the Employee for
                        the number of years (including partial years) remaining
                        in the Term, all employee benefit plans and programs in
                        which the Employee was entitled to participate
                        immediately prior to the date of termination, provided
                        that the Employee's continued participation is possible
                        under the general terms and provisions of such plans and
                        programs. In the event that the Employee's participation
                        in any such plan or program is prohibited, the Company
                        shall, at its expense, arrange to provide the Employee
                        with benefits substantially similar to those which the
                        Employee would otherwise have been entitled to receive
                        under such plans and programs from which his continued
                        participation is prohibited.

                  (c) The Employee shall not be required to mitigate the amount
        of any payment provided for in this Section 7 by seeking other
        employment or otherwise, nor shall any compensation or other payments
        received by the Employee after the date of termination reduce any
        payments due under this Section 7.

                  (d) To the extent that any or all of the payments and benefits
        provided for in this Agreement and pursuant to any other agreements with
        Executive constitute "parachute payments" within the meaning of Section
        280G of the Internal Revenue Code (the "Code") and, but for this Section
        8(d), would be subject to the excise tax imposed by Section 4999 of the
        Code, the aggregate amount of the payments and benefits under this
        Agreement shall be reduced such that the present value (as determined
        under the Code and applicable regulations) of all payments constituting
        "parachute payments", is equal to 2.99 times the Executive's "base
        amount" (as defined in the Code).

        8) Complete Agreement. This Agreement together with any previously
executed stock option agreement(s) contain the entire agreement of the parties
and, except as specifically referred to herein, all prior obligations, proposals
and agreements relating to the subject matter hereof have been merged herein
except as otherwise set forth in the stock option agreement(s). This Agreement
shall not be modified or amended except by agreement in writing duly executed by
all the parties hereto.

        9) Representations. Each party represents that neither the execution and
delivery of this Agreement, nor the transactions and activities contemplated
hereby, will violate any agreement or other arrangement by which such party is
bound. Each party hereby



                                       5
<PAGE>

acknowledges that he and the other parties have not made any warranties,
representations or assurances with respect to the subject matter of this
Agreement except as are contained herein, and that in the execution hereof and
in creating this Agreement, he has made such legal or factual inquiries or
determinations ad he deems necessary or desirable and has relied thereon.

        10) Headings. The article and section headings in no way define, limit,
extend or interpret the scope of this Agreement or of any particular article or
section hereof.

        11) Additional Documents. Each party hereto agrees to execute with
acknowledgment or affidavit, if required, any and all other documents and
writings that may be necessary or expedient to achieve the purpose of this
Agreement.

        12) Number and Gender. When the context in which the words used in this
Agreement indicate that such is the intent, words in the singular number shall
include the plural and vise versa. References to any gender shall include any
other gender as may be applicable under the circumstances.

        13) Severability. In the event that any provision of this Agreement
shall be held invalid, illegal, or unenforceable, the same shall not affect in
any respect whatsoever the validity of any other provisions of this Agreement.

        14) Binding on Successors. The provisions of this Agreement subject to
the terms and conditions hereof, shall be binding upon and inure to the benefit
of (i) Employer's successors and assigns, and (ii) Employee's heirs, executors,
and administrators to the extent there are any obligations hereunder following
Employees death.

        15) Governing Law. This Agreement has been entered into in the State of
California, and all questions with respect to the Agreement and the rights and
liabilities of the parties hereto shall be governed by the laws of the State.
Any action to enforce any rights or to pursue any claims under this Agreement
and any related agreements shall be brought only in the Federal or State Courts
in County of Orange, State of California and the Parties hereto expressly and
irrevocably consent to personal jurisdiction and venue in such courts.

        16) Time Period. Time is of the essence in this Agreement.

        17) Rights and Remedies are Cumulative. The rights and remedies provided
in this Agreement are cumulative, and the use of any one right or remedy by any
party shall not preclude or waive such party's right to use any or all other
remedies. Said rights and remedies are given in addition to any other rights
which any party may have by laws, statute, ordinance, or otherwise.

        18) Waiver. No consent or waiver, express or implied, by any party to or
of any breach or default by the others in the performance of their obligations
hereunder shall be deemed or construed to be a consent or waiver to or of any
other breach or default in the performance by such other parties hereunder.
Failure on the part of any party to complain of any act or failure to act of any
of the other parties or to declare such other parties in default, irrespective
of how long such failure to continues, shall not constitute a waiver by such
party of his or its rights hereunder.



                                       6
<PAGE>

        19) Counterparts. This Agreement may be executed simultaneously or in
one or more counterparts, all of which, together, shall constitute one and the
same instrument.

        20) Corporate Authority. Each individual executing this Agreement on
behalf of Employer represents and warrants that he is duly authorized to execute
and deliver this Agreement on behalf of said corporation in accordance with a
duly adopted resolution of the Board of Directors of said corporation or in
accordance with the By-Laws of said corporation, and that this Agreement is
binding upon Employer in accordance with its terms.

        21) Notice. Any approval, disapproval, demand or other notice which any
party may desire to give to another party must be in writing and may be given by
personal delivery, telecopy, air courier or by mailing the same by registered or
certified mail, return receipt requested, to the party hereinafter set forth, or
such other address as the parties may hereafter designate:

               TO EMPLOYEE:  Carl A. Strunk
                             123 Via Alicia
                             Santa Barbara, CA 93105


               TO EMPLOYER:  American National Financial, Inc.
                             1111 E. Katella, Suite 220
                             Orange, CA 92867

        22) Life Insurance. Employee shall be entitled to participate in any
executive life insurance program and shall receive benefits in such program
comparable to other employees of Employer at the same management level.

        23) Joint Preparation. All parties to this Agreement have been
represented by competent counsel. This Agreement has been jointly prepared by
the Parties, and any uncertainties or ambiguities existing in it shall not be
interpreted against any of the Parties under the presumptions of California
Civil Code Section 1654, but rather shall be interpreted according to the rules
generally governing the interpretation of contracts.




Dated: August 23, 2001

                                       EMPLOYER

                                       AMERICAN NATIONAL FINANCIAL, INC.


                                       By:
                                          --------------------------------------
                                            Michael C. Lowther
                                       Its: Chief Executive Officer



                                       7
<PAGE>

Dated:
      -------------

                                       EMPLOYER

                                       By:
                                          --------------------------------------
                                          Carl A. Strunk





                                       8

</TEXT>
</DOCUMENT>
