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                                                                    EXHIBIT 10.1

                              EMPLOYMENT AGREEMENT


         This Employment Agreement (this "Agreement"), is made and entered into
as of the 1st day of January, 2000 (the "Effective Date"), by and between
Commercial Guaranty Assurance, Ltd., a Bermuda corporation (referred to herein
as the "Employer"), and Michael Miran (the "Employee").

                                    RECITALS

         A. The Employer desires to employ the Employee for a specified term;
and

         B. The Employee is willing to be employed by the Employer upon the
terms and conditions hereinafter set forth.

                  NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements hereinafter contained, it is covenanted and agreed by
and between the parties hereto as follows:

                                   AGREEMENTS

                  I. POSITION AND DUTIES. The Employer hereby employs the
Employee as the President and Chief Underwriting Officer of the Employer and as
the General Counsel of CGA Group, Ltd. or in such other capacity as shall be
mutually agreed between the Employee and the Employer. During the period of the
Employee's employment hereunder, the Employee shall devote the Employee's best
efforts and full business time, energy, skills and attention to the business and
affairs of the Employer; provided, however, that the Employee shall perform on
behalf of the Employer and the Employer's parent corporation, CGA Group, Ltd. in
the United States of America only such duties that are of a ministerial nature
and the performance of which are in compliance with the Operating Guidelines of
CGA Group, Ltd. and Subsidiaries (as amended and in effect from time to time,
the "Operating Guidelines"). The Employee's duties and authority shall consist
of and include all duties and authority customarily performed and held by
persons holding equivalent positions with business organizations similar in
nature and size to the Employer, as such duties and authority are, subject to
the immediately preceding sentence, reasonably defined, modified and delegated
from time to time by the Board of Directors of the Employer (the "Board") or
that person to whom the Board has delegated such authority. The Employee shall
have the powers necessary to perform the duties assigned to him, and shall be
provided such supporting services, staff, secretarial and other assistance,
office space and accoutrements as shall be reasonably necessary and appropriate
in light of such assigned duties.
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                  II. COMPENSATION. As compensation for the services to be
provided by the Employee, the Employee shall receive the following compensation
and other benefits:

                                    A. BASE SALARY. The Executive shall receive
         an aggregate annual minimum base salary ("Base Salary") at the rate of
         Two Hundred Forty Thousand U.S. Dollars ($240,000) payable in
         installments in accordance with the regular payroll practices of the
         Employer. Such Base Salary shall be subject to review annually,
         commencing on the first anniversary of the Effective Date and shall be
         maintained or increased during the term hereof in accordance with the
         Employer's established compensation policies.

                                    B. BONUSES. The Employee may receive a
         discretionary annual cash bonus ("Annual Bonus"), payable within thirty
         (30) days after the end of each calendar year during which this
         Agreement is in effect, commencing with calendar year 2000, which shall
         be based upon an annual incentive plan approved by the compensation
         committee of the board of directors of CGA Group, Ltd.

                                    C. CLUB MEMBERSHIP. The Employee shall be
         reimbursed for membership dues at a local country club of his choice,
         in an amount to be mutually agreed upon between the Employee and the
         Employer.

                                    D. REIMBURSEMENT OF EXPENSES. In accordance
         with the expense reimbursement policies of the Employer, as promulgated
         and in effect from time to time, the Employee shall be reimbursed, upon
         submission of appropriate vouchers and supporting documentation, for
         all travel, entertainment and other out-of-pocket expenses reasonably
         and necessarily incurred by the Employee in the performance of his
         duties hereunder.

                                    E. MOVING AND INTERIM LIVING EXPENSES. The
         Employer shall pay all reasonable expenses related to the relocation to
         Bermuda from Scarsdale, New York of the Employee and his family,
         including packing and shipping the Employee's entire household and all
         furniture, belongings and effects. The Employer shall also, upon
         termination of the Employee's employment hereunder, pay all expenses
         related to the relocation of the Employee and the Employee's family to
         the U.S. location of Employee's choice, including packing and shipping
         Employee's effects, furniture and personal belongings.

                                    F. HOUSING ALLOWANCE. The Employer shall pay
         the Employee a housing allowance each month during the term

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         of Employee's employment hereunder, in an amount equal to the
         Employee's actual monthly housing rental expense not to exceed the
         Maximum Monthly Allowance (as hereinafter defined), plus electric
         utility costs. As used herein, the term "Maximum Monthly Allowance"
         shall mean the greater of (i) Ten Thousand U.S. Dollars (U.S. $10,000)
         plus 50% (fifty percent) of the Employee's actual monthly housing
         rental expense over U.S. $10,000 up to U.S. $16,000, and (ii) the
         actual amount of rent paid by the Employee for the premises known as
         "Coolshanah", 20 Point Shares Road, Pembroke HM05; provided, however
         that the Maximum Monthly Allowance payable by the Employer shall in no
         event exceed Thirteen Thousand U.S. Dollars (U.S. $13,000).

                                    G. SCHOOLING EXPENSES. The Employer shall
         pay the private Bermuda secondary school tuition and fees for the
         Employee's children, if and to the extent any of the Employee's
         children relocate to Bermuda, in an amount not to exceed ten thousand
         U.S. Dollars (U.S. $10,000) per child per academic year, during the
         term of Employee's employment.

                                    H. OTHER BENEFITS. The Employee shall be
         entitled to all benefits specifically established for him by the Board
         or a committee thereof and, when and to the extent he is eligible
         therefor, to participate in all plans and benefits generally accorded
         to employees of the Employer, subject to all of the terms thereof,
         including, but not limited to, as applicable, pension, profit-sharing,
         supplemental retirement, stock option, severance, incentive
         compensation, bonus, disability income, split-dollar life insurance,
         group life, medical and hospitalization insurance, and similar or
         comparable plans, and also to perquisites extended to similarly
         situated senior employees. Additionally, the Employer shall obtain for
         the benefit of the Employee's estate a term life insurance policy with
         a value of two times the Employee's base salary as presented in
         Subsection IIA.

                                    I. VACATIONS; VISITATION RIGHTS. The
         Employee shall be entitled to an annual vacation in accordance with the
         operative vacation policy of the Employer in effect from time to time,
         which vacation shall be taken at a time or times mutually agreeable to
         the Employee and the Employer. In addition, (i) during the period
         commencing on the date hereof through and including July 31, 2000, the
         Company shall reimburse the Employee for round-trip coach airfare for
         up to four trips to the U.S. and back to Bermuda (or vice versa) taken
         by any of the Employee, his spouse or his children, in any calendar
         month (i.e., a total of up to four round trips in any calendar month),
         and (ii) thereafter, during the term of the Employee's employment, the
         Company

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         shall reimburse the Employee for round-trip coach airfare for up to two
         trips (one such trip in calendar year 2000) to the U.S. and back to
         Bermuda (or vice versa) in any calendar year by the Employee, his
         spouse and his children, in each case to the extent incurred by the
         Employee.

                                    J. FULL BENEFIT OF ALLOWANCES. If any of the
         compensation and benefits provided in Subsections E through G, the last
         sentence of Subsection I, and/or Subsections L, M, and N shall be
         deemed taxable to the Employee in the U.S., the Employer shall pay to
         the Employee that additional amount necessary to "gross-up" the payment
         in question and fully subsidize any U.S. tax consequences to the
         Employee.

                                    K. WITHHOLDING. The Employer shall be
         entitled to withhold, from amounts payable to the Employee hereunder,
         any federal, state or local withholding or other taxes or charges which
         it is from time to time required to withhold.

                                    L. IMMIGRATION AND WORK PERMITS. The
         Employer shall be responsible for and will pay all expenses related to
         obtaining all ordinary and necessary immigration and work permit
         approvals on Employee's behalf with respect to his employment in
         Bermuda. The Employee shall cooperate with the Employer in obtaining
         such approvals.

                                    M. TAX ASSISTANCE. The Employer shall
         provide the Employee with reasonable expatriates tax assistance,
         provided by the independent accountants and tax counsel regularly
         engaged by the Employer.

                                    N. AUTOMOBILE EXPENSE. The Employee shall
         receive from Employer a monthly auto expense assistance in the amount
         of $750.


                  III. TERM AND TERMINATION

                          A. BASIC TERM. The Employee's employment under this
Agreement shall be for a term of one (1) year commencing as of the Effective
Date and shall automatically extend for one (1) additional year commencing on
the first anniversary of the Effective Date and on each anniversary thereafter,
unless terminated by either party effective as of the last day of the then
current Agreement term by written notice to the effect delivered to the other
not less than one hundred twenty (120) days prior to the anniversary of such
Effective Date.

                          B. VOLUNTARY TERMINATION BY EMPLOYEE. The Employee may
voluntarily terminate this Agreement, at any time, by written

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notice to that effect delivered to the Employer not less than thirty (30) days
prior to the effective date of Employee's voluntary termination. Upon Employee's
voluntary termination, Employee shall have no obligations to the Employer other
than as provided for in Sections IV and V hereof, together with an obligation to
provide Employee's reasonable transitional assistance to the Employer for a
period of not more than thirty (30) days in connection with matters for which
the Employee was responsible during the term of this Agreement and which were
not concluded prior to Employee's voluntary termination. Upon Employee's
voluntary termination, no Annual Bonus for the year in which such termination
occurs shall be payable to the Employee and no further payments of any kind
shall be due hereunder, except for compensation and benefits accrued as of the
date of such termination, and except that the Employer shall pay all expenses
related to the relocation of Employee and Employee's family to the U.S. location
of Employee's choice, including packing and shipping Employee's household
effects, furniture and personal belongings.

                           C. PREMATURE TERMINATION WITHOUT CAUSE AND
CONSTRUCTIVE TERMINATION.

                                    1. In the event of the termination of the
         Employee's employment under this Agreement prior to the last day of the
         then current term, either (A) by the Employer for any reason other than
         a termination in accordance with the provisions of Subsection IIID,
         IIIE or IIIF or (B) by the Employee by written notice to the Employer
         given within thirty (30) days of Constructive Discharge (as hereinafter
         defined) effective as of thirty (30) days after such notice, then the
         Employer shall: (A) pay the Employee the greater of (x) the Base Salary
         the Employee would have received had he remained employed through the
         end of the then current term of the Agreement and (y) six (6) months of
         Base Salary; (B) continue to provide coverage for the Employee under
         the medical benefit program maintained by the Employer through the
         remainder of the term of the Agreement (if permitted to do so under
         such program), and (C) pay all expenses related to the relocation of
         Employee and Employee's family to the U.S. location of Employee's
         choice, including packing and shipping Employee's household effects,
         furniture and personal belongings. The benefits provided in (i)
         Subsections IIG, IIJ, IIM and IIN shall continue for 3 months or, if
         any of Employee's children are attending school in Bermuda at the time
         of such termination, the end of the academic school year, whichever is
         longer; and the benefits provided for in Subsection IIF shall continue
         for the longer of the period specified in clause (i) of this sentence
         or the expiration of the then current lease term for the premises in
         Bermuda in which the Employee is then

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         residing, not to exceed one year; provided, however, that such
         continuation shall not include any expenses for temporary housing or
         accommodation in the U.S. The benefits described in Subsections IIC and
         II-I shall not continue following termination under this Subsection
         IIIC.

                                    2. Payments to the Employee under this
         Subsection 3C will be made in accordance with the regular payroll
         practices of the Employer during the remaining term of this Agreement
         or, at the election of the Employer, such payments may be made in a
         lump sum.

                                    3. For purposes of this Agreement, the
         Employee shall be deemed "Constructively Discharged" if the Employer
         changes the primary employment location of the Employee to a place
         other than Bermuda without the express written consent of the Employee.

                           D. TERMINATION FOR CAUSE. Notwithstanding any other
provision of this Agreement, in the event of the termination of the Employee's
employment under this Agreement for cause, no Annual Bonus for the year in which
such termination occurs shall be payable to the Employee and no further payments
shall be due hereunder except for compensation or benefits accrued as of the
date of such termination, and except that Employer shall pay all expenses
related to the relocation of Employee and Employee's family to the U.S. location
of Employee's choice, including packing and shipping Employee's household
effects, furniture and personal belongings. For purposes of this Agreement,
"cause" shall mean: (i) a material violation by the Employer, in which the
Employee materially and directly participated, of any law or regulation
respecting the business of the Employer or any affiliate, other than a material
violation which is a direct result of the operation of the Employer and/or its
affiliates in accordance with the Operating Guidelines; (ii) the Employee being
found guilty by a court of competent jurisdiction or a plea of guilty or nolo
contendre to a charge of (A) any felony or (B) an act of dishonesty in
connection with the performance of his duties for the Employer; or (iii) the
willful or negligent failure of the Employee to perform his duties hereunder in
any material respect.

                           E. TERMINATION UPON DEATH. If the Employee dies
during the term of this Agreement, payment of any accrued compensation due to
the Employee at the time of death including the bonus payable with respect to
the prior calendar year if death occurs prior to payment of such bonus, shall be
made to such beneficiary as the Employee may designate in writing, or failing
such designation, to the executor, administrator or other representative of his
estate; provided, however, that the Employee's Annual Bonus payable with respect
to the calendar year

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in which such termination occurs (with such Annual Bonus calculated based on the
bonus(es) payable to the Employee with respect to the immediately preceding
year) shall be payable on a pro rata basis to the date of the Employee's death.
Such payments shall be in addition to any other death benefits of the Employer
for the benefit of the Employee and in full settlement and satisfaction of all
payments provided for in this Agreement, except for (i) the benefits provided
for in Subsections IIG, IIJ, IIM and IIN, which shall continue for 3 months
following the Employee's death or, if any of Employee's children are attending
school in Bermuda at the time of such termination, the end of the academic
school year, whichever is longer; and (ii) the benefits provided for in
Subsection IIF shall continue for the longer of the period specified in clause
(i) of this sentence or the expiration of the then current lease term for the
premises in Bermuda in which the Employee's family is then residing, not to
exceed one year; provided, however, that such continuation shall not include any
expenses for temporary housing or accommodation in the U.S. In addition,
Employer shall pay all expenses related to the relocation of Employee's family
to the single U.S. location of their choice, including packing and shipping
their household effects, furniture and personal belongings.

                           F. TERMINATION UPON DISABILITY. The Employer may
terminate the Employee's employment after the Employee is determined to be
disabled under the then current Employer program if such a program exists at the
time the Employee is disabled. If no such program exists, the Employee will be
considered disabled if the Employee suffers an illness or injury of a
potentially permanent nature which results in the Employee's inability to
substantially perform his duties hereunder as determined by the board of
directors of CGA Group, Ltd. for a period of either six (6) consecutive months,
or one hundred and twenty (120) business days within a consecutive twelve (12)
month period. If the Employer terminates the Employee after it is determined
that the Employee is disabled, the Employer shall pay the Employee the
compensation accrued through the date of the Employee's termination of
employment including the bonus payable with respect to the prior calendar year
if the termination occurs prior to payment of such bonus; provided, however,
that the Employee's Annual Bonus payable with respect to the calendar year in
which such termination occurs (with such Annual Bonus calculated based on the
bonus(es) payable to Employee with respect to the immediately preceding year)
shall be payable on a pro rata basis to the date of the Employee's termination.
In the event of a dispute regarding the Employee's disability, each party shall
choose a physician who together will choose a third physician to make a final
determination. The Employee shall be entitled to the compensation and benefits
provided for under this Agreement for any period during the term of this
Agreement and prior to the establishment of the Employee's disability.

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Notwithstanding anything contained in this Agreement to the contrary, until the
date specified in a notice of termination relating to the Employee's disability,
the Employee shall be entitled to return to his position with the Employer as
set forth in this Agreement, in which event no disability of the Employee will
be deemed to have occurred. In the event of a termination of the Employee under
this paragraph Employer shall pay all expenses related to the relocation of
Employee and Employee's family to the U.S. location of Employee's choice,
including packing and shipping Employee's household effects, furniture and
personal belongings.

                  IV. CONFIDENTIALITY AND LOYALTY. The Employee acknowledges
that during the course of the Employee's employment, the Employee will produce
and have access to material, records, data, trade secrets and information not
generally available to the public regarding the Employer and its subsidiaries
and affiliates (collectively, "Confidential Information"). Accordingly, during
and subsequent to termination of this Agreement, the Employee shall hold in
confidence and not directly or indirectly disclose, use, copy or make lists of
any such Confidential Information, except to the extent that such information is
or thereafter becomes lawfully available from public sources, or such disclosure
is authorized in writing by the Employer, required by a law or any competent
administrative agency or judicial authority, or otherwise as reasonably
necessary or appropriate in connection with the Employee's performance of the
employee's duties hereunder. All records, files, documents and other materials
or copies thereof relating to the Employer's business which the Employee shall
prepare or use shall be and remain the sole property of the Employer, shall not
be removed from the Employer's premises without its written consent other than
in the ordinary course of business, and shall be promptly returned to the
Employer upon termination of the Employee's employment hereunder. The Employee
agrees to abide by the Employer's reasonable policies, as in effect from time to
time, respecting avoidance of interests conflicting with those of the Employer.

                  V. NON-SOLICITATION AND NON-COMPETITION COVENANTS.

                           A. RESTRICTIVE COVENANT. The Employee and the
Employer have jointly reviewed the operations of the Employer and have agreed
that the covenants contained in this Section V are an essential ingredient of
this Agreement and are made in consideration for the payment of the amounts
described in Sections II and III hereof. The Employee hereby agrees that, except
with the express prior written consent of the Employer, for a period of one (1)
year after the termination of the Employee's employment with the Employer, with
respect to clause (i) below, for any reason and, with respect to clause (ii)
below, for any reason other than a termination pursuant to Subsection

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IIIC (the "Restrictive Period"), the Employee (i) will not (a) solicit employees
of the Employer or of any subsidiary or affiliate of the Employer or (b) solicit
clients or customers of the Employer or of any subsidiary or affiliate of the
Employer in respect of any transaction, matter or business that directly or
indirectly competes with any of the businesses then conducted by the Employer or
any of its subsidiaries or affiliates, and (ii) will not directly or indirectly
compete with the business of the Employer, by directly or indirectly being a
shareholder or partner of or serving as an employee, officer or director of or
consultant to, or in any other capacity with, any person, firm, partnership,
corporation, subsidiary, division, joint venture, trust or other entity, or any
division, subsidiary or separate enterprise of any such entity, which (x) was
created during the term of Employee's employment with the Employer or is
expected to be created within a period of one (1) year after the Employee's
termination of employment with the Employer, and (y) which owns or operates a
business which is either: (A) an insurer or reinsurer of asset backed
securities, mortgage backed securities or commercial mortgage backed securities;
or (B) an investment company that is directly or indirectly owned by, affiliated
with, attached to or otherwise related to an insurer or reinsurer of asset
backed securities, mortgage backed securities or commercial mortgage backed
securities; or (C) an investment advisory firm that is directly or indirectly
owned by, affiliated with, attached to or otherwise related to an insurer or
reinsurer of asset backed securities, mortgage backed securities or commercial
mortgage backed securities (the "Restrictive Covenant"). If the Employee
violates the Restrictive Covenant and the Employer brings legal action for
injunctive or other relief, the Employer shall not, as a result of the time
involved in obtaining such relief, be deprived of the benefit of the full period
of the Restrictive Covenant. Accordingly, the Restrictive Covenant shall be
deemed to have the duration specified in this Subsection VA. computed from the
date the relief is granted but reduced by the time between the period when the
Restrictive Period began to run and the date of the first violation of the
Restrictive Covenant by the Employee. The Restrictive Covenant shall not
prohibit the Employee from owning directly or indirectly capital stock or
similar securities which are listed on a securities exchange or quoted on the
National Association of Securities Dealers Automated Quotation System which do
not represent more than five percent (5%) of the outstanding capital stock of
any business similar to that of the Employer's.

                           B. REMEDIES FOR BREACH OF RESTRICTIVE COVENANT. The
Employee acknowledges that the restrictions contained in Sections IV and V of
this Agreement are reasonable and necessary for the protection of the legitimate
business interests of the Employer, that any violation of these restrictions
would cause substantial injury to the Employer and such interests, that the
Employer

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would not have entered into this Agreement with the Employee without receiving
the additional consideration offered by the Employee in binding himself to these
restrictions and that such restrictions were a material inducement to the
Employer to enter into this Agreement. In the event of any violation of these
restrictions, the Employer shall be relieved of all further obligations under
this Agreement and shall be entitled to any rights, remedies or damages
available to the Employer under this Agreement or otherwise at law or in equity.
In addition, in the event of any violation or threatened violation of these
restrictions, the Employer shall be entitled to preliminary and permanent
injunctive relief to prevent or restrain any such violation by the Employee and
any and all persons directly or indirectly acting for the Employee, as the case
may be.

                  VI. INTEREST IN ASSETS. Neither the Employee nor the
Employee's estate shall acquire hereunder any rights in funds or assets of the
Employer, otherwise than by and through the actual payment of amounts payable
hereunder; nor shall the Employee or the Employee's estate have any power to
transfer, assign, anticipate, hypothecate or otherwise encumber in advance any
of said payments; nor shall any of such payments be subject to seizure for the
payment of any debt, judgment, alimony, separate maintenance or be transferable
by operation of law in the event of bankruptcy, insolvency or otherwise of the
Employee.

                  VII. GENERAL PROVISIONS.

                           A. SUCCESSORS; ASSIGNMENT. Neither party hereto may
assign his or its rights or delegate his or its duties under this Agreement
without the prior written consent of the other party; provided, however, that
(i) this Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the Employer upon any sale of all or substantially all
of the Employer's assets, or upon any merger, consolidation or reorganization of
the Employer with or into any other corporation, all as though such successors
and assigns of the Employer and their respective successors and assigns were the
Employer; and (ii) this Agreement shall inure to the benefit of and be binding
upon the heirs, assigns or designees of the Employee to the extent of any
payments due to them hereunder. As used in this Agreement, the term "Employer"
shall be deemed to refer to any such successor or assign of the Employer
referred to in the preceding sentence.

                           B. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement
constitutes the entire agreement between the parties respecting the subject
matter hereof, and supersedes all prior negotiations, undertakings, agreements
and arrangements with respect thereto, whether written or oral. Except as
otherwise explicitly provided

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herein, this Agreement may not be amended or modified except by written
agreement signed by the Employee and the Employer.

                           C. ENFORCEMENT AND GOVERNING LAW. The provisions of
this Agreement shall be regarded as divisible and separate; if any of said
provisions should be declared invalid or unenforceable by a court of competent
jurisdiction, the validity and enforceability of the remaining provisions shall
not be affected thereby. This Agreement shall be construed and the legal
relations of the parties hereto shall be determined in accordance with the laws
of the State of New York, without reference to the law regarding conflicts of
law.

                           D. ARBITRATION. The provisions of Subsection VB shall
supersede the provisions of this Subsection VIID in the event of a simultaneous
dispute between the Employer and the Employee so as to afford the Employer with
the remedy of injunctive relief, without the necessity for arbitration. Any
dispute or controversy arising under or in connection with this Agreement or the
Employee's employment by the Employer shall be settled exclusively by
arbitration, conducted by a single arbitrator sitting in New York City, New
York, in accordance with the rules of the American Arbitration Association (the
"AAA") then in effect. The arbitrator shall be selected by mutual agreement
between the Employer and the Employee. However, in the event that the parties
are unable to agree on an arbitrator within a period of one week, the arbitrator
shall be selected by the parties from a list of eleven (11) arbitrators provided
by the AAA, provided that no arbitrator shall be related to or affiliated with
either of the parties. If the parties mutually agree on an arbitrator within ten
(10) days after the list of the proposed arbitrators is received by the parties,
then no later than twenty (20) days after such list is received by the parties,
the parties, or their respective representatives, shall meet at a mutually
convenient location in New York City, New York, or telephonically. At that
meeting, the party who sought arbitration shall eliminate one (1) proposed
arbitrator and then the other party shall eliminate one (1) proposed arbitrator.
The parties shall continue to eliminate names from the list of proposed
arbitrators in this manner until each part has eliminated five (5) proposed
arbitrators. The remaining arbitrator shall arbitrate the dispute. Each party
shall submit, in writing, the specific requested action or decision it wishes to
take, or make, with respect to the matter in dispute, and the arbitrator shall
be obligated to choose one (1) party's specific requested action or decision,
without being permitted to effectuate any compromise position. The party whose
requested action or decision is not selected by the arbitrator shall bear the
cost of all counsel, experts or other representatives who are retained by both
parties, together with all costs of the arbitration proceeding, including,
without limitation, the fees,

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costs and expenses imposed or incurred by the arbitrator. Judgment may be
entered on the arbitrator's award in any court having jurisdiction; provided,
however, that the Employee shall be entitled to seek specific performance of the
Employee's right to be paid through the date of termination during the pendency
of any dispute or controversy arising under or in connection with this
Agreement.

                           E. WAIVER. No waiver be either party at any time of
any breach by the other party of, or compliance with, any condition or provision
of this Agreement to be performed by the other party, shall be deemed a waiver
of any similar or dissimilar provisions or conditions at the same time or any
prior or subsequent time.

                           F. NOTICES. Notices pursuant to this Agreement shall
be in writing and shall be deemed given when received; and, if mailed, shall be
mailed by United States registered or certified mail, return receipt requested,
postage prepaid; and if to the Employer, addressed to the principal headquarters
of CGA Group, Ltd., attention: President; or, if to the Employee, to the address
set forth below the Employee's signature on this Agreement, or to such other
address as the party to be notified shall have given to the other.

                  IN WITNESS WHEREOF, the parties have executed this Agreement
as of the date first above written.


Commercial Guaranty
Assurance, Ltd.                             Michael Miran



By: /s/ Richard A. Price                    /s/ Michael Miran
   -----------------------                  ---------------------
   Richard A. Price                         "Coolshanah"
   President, CGA Group, Ltd.               20 Point Shares Road
                                            Pembroke HM05 Bermuda

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