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                                                                   Exhibit 10.17


                             REINSURANCE AGREEMENT

REINSURED:          Commonwealth Mortgage Assurance Company

REINSURER:          Capital Reinsurance Company

COVERED
AGREEMENT:          The Quota Share Primary Mortgage Reinsurance Cover (the
                    "Covered Agreement") dated January 1, 1994 between the
                    Reinsured and Capital Mortgage Reinsurance Company ("CMRC").

TERM:               This Reinsurance Agreement (the "Agreement") shall be
                    effective January 1, 1994, and shall remain in effect until
                    (i) canceled as provided for below, (ii) all liability of
                    CMRC under the Covered Agreement shall have expired, been
                    commuted, or been released, whichever occurs first, or (iii)
                    terminated by virtue of and concurrently with the
                    termination of the Covered Agreement.

REINSURANCE
COVERAGE:           If CMRC fails to pay any Loss to the Reinsured as a result
                    of CMRC's insolvency, then subject to the Reinsurer's Limit
                    of Liability hereunder, the Reinsurer shall be liable to and
                    will reimburse the Reinsured for one hundred percent (100%)
                    of such Loss.

LIMIT OF
LIABILITY:          The Reinsurer's limit of liability to the Reinsured for
                    Loss hereunder shall not exceed CMRC's limit of liability
                    under the Covered Agreement.

INSOLVENCY:         As used herein, the term "insolvency" means:

                    (a) a "delinquency proceeding" as that term is defined and
                    used in the NAIC Insurers Supervision, Rehabilitation and
                    Liquidation Model Act (the "Act") (see Section 3D of the
                    Act) as enacted in any state or any substantially similar
                    enacted state law, or

                    (b) any supervisory, rehabilitation, insolvency, or
                    liquidation proceeding under any state laws of similar
                    import and intention to that of the Act or the Uniform
                    Insurers Liquidation Act, or

                    (c) any supervisory, rehabilitation, insolvency, or
                    liquidation laws of any other jurisdiction.
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               CMRC would be insolvent only if a proceeding under one of the
               above laws resulted in an order of a court or an insurance
               regulator in its jurisdiction of domicile: (i) which prevented
               CMRC from paying reinsurance proceeds in full to the Reinsured,
               as reinsurance becomes due and payable under the terms of the
               Covered Agreement, without any deferral, acceleration or other
               change in timing because of the effect of the legal proceeding;
               or (ii) which delayed or otherwise limited the ability of CMRC to
               perform its obligations to other reinsureds under its reinsurance
               agreements generally. Each of the above laws are as amended from
               time to time.

PREMIUM:       The Reinsured shall pay to the Reinsurer as premium the sum of
               $500 on the date this Agreement is executed.

TERMINATION:   The Reinsured shall have the right to terminate this Agreement on
               a cut-off basis.

               (a) by at least ninety (90) days prior written notice to the
               Reinsurer in the event the Reinsured receives written notice from
               Moody's Investors Services, Inc. ("Moody's") that Moody's no
               longer requires this Agreement for maintenance of the Reinsured's
               Moody's rating of Aa3; or

               (b) by providing at least ninety (90) days prior written notice
               to the Reinsurer as any December 31.

               The Reinsurer shall have no liability to the Reinsured hereunder
               for any Loss with a date of loss on or after the date of
               termination of this Agreement.

LOSS
PAYMENTS:      At the end of each calendar quarter, the Reinsured shall submit
               to the Reinsurer satisfactory proof of loss for all Loss paid by
               the Reinsurer under the Covered Agreement and the Loss actually
               due to the Reinsured under this Agreement for such quarter. The
               Reinsurer shall remit to the Reinsured the amount of Loss
               recoverable from it under this Agreement within ten (10) days of
               receipt of such quarterly proof of Loss.

REPORTS:       Quarterly as mutually agreed between the Reinsured and the
               Reinsurer.

EXCLUSIONS:    As per the Covered Agreement.





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DEFINED TERMS: All terms not otherwise defined herein shall have the meaning
               given to them in the Covered Agreement.

KEY DEFINITIONS
AND CLAUSES:   Follow the Fortunes Clause,
               Offset Clause,
               Errors and Omissions Clause,
               Inspections Clause,
               Service of Suit Clause,
               Insolvency Clause,
               Arbitration Clause,
               Assignment Clause,
               Notices Clause,
               Waiver Clause,
               Governing Law Clause (New York)

WORDING:       As agreed.


Agreed to and accepted by:

REINSURED: Commonwealth Mortgage Assurance Company


By: /s/ [illegible]
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Date   5/24/94
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REINSURER: Capital Reinsurance Company

By: /s/ [illegible]
    -------------------------
Date:  5/24/94
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