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                                                                   EXHIBIT 10.17




February 27, 1995

Mr. Roger Menard
23446 Toyonita Road
Los Altos Hills, California  94022

Dear Roger:

The intent of this letter is to amend your employment agreement dated April 6,
1992.  The changes, as approved by the Personnel, Compensation and Stock Plan
Committee of the Board of Directors on January 25, 1995, only effects sections
2, 3 and 4 of your agreement.  The remaining provisions remain intact and in
effect.  The changes are as follows and become effective January 1, 1995.

Section 2 Term:  The term of your agreement has been extended for two years
which will now continue through November 30, 1997.

Section 3 Duties and Responsibilities:  This section is being amended to
reflect expanded responsibilities effective December 1, 1993.  Your new title
is Executive Vice President and President, U.S. Operations.

Section 4 Compensation:

         (a)     Base Salary:  Your base salary, effective January 1, 1995, has
                 been increased to $350,000.

         (b)     Incentive Compensation:  Your Incentive Compensation for 1995
                 shall be 8.5% of the "U.S. Operations Incentive Compensation
                 Pool" created generally by the pretax profits and losses of
                 all domestic operating divisions for which you have
                 responsibility, including the Mortgage Company.  As stated in
                 you April 1992 Agreement:

                          "As with division compensation pools, your Incentive
                          Compensation Pool is determined in accordance with
                          the formula adopted by the Board of Directors and may
                          be adjusted from time to time.  In addition, a
                          minimum return on equity, in an amount to be
                          determined by the Board of Directors, may be taken
                          into consideration in computing future pretax
                          earnings."
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Mr. Roger Menard
February 27, 1995
Page Two


         (c)     The Deferral Point is eliminated from your agreement and all
                 cash compensation will be paid during the month of January in
                 the following year.  All incentive compensation will be paid
                 pursuant to the terms of the Performance-Based Incentive Plan
                 for Senior Management.  This plan will be sent to the
                 shareholders for approval as part of our 1995 annual meeting.
                 If the plan for any reason is not approved the agreement will
                 be terminated.  There will be a cap on annual cash incentive
                 compensation of $2 million.


These are the extent of changes made to your previous agreement.  Please
signify your acceptance of these changes by signing this letter addendum and
returning it to Alan Kaye, Vice President, Human Resources at our corporate
office.

As always, Roger, I look forward to working with you for many more successful
years.


Sincerely,

/s/ Bruce Karatz
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Bruce Karatz
Chairman and CEO


Agreed to and Acknowledged by:


/s/ Roger Menard                          
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Roger Menard



February 27, 1995
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Date