AMENDMENT NO. 2 TO

                                                                   EXHIBIT 10.17

                                 AMENDMENT NO. 2

                                       TO

                    AMENDED AND RESTATED EMPLOYMENT AGREEMENT

         This Amendment No. 2 to Amended and Restated Employment Agreement is
entered into effective September 1, 1999 by and between CB Xxxxxxx Xxxxx
Services, Inc., a Delaware Corporation (the "Company") and Xxxxx X. Xxxxxx
("Executive").

                                   Witnesseth:

         Whereas CBRE and Executive have heretofore entered into an Amended and
Restated Employment Agreement dated as of March 3, 1999 as amended and Amendment
No. 1 dated May 18, 1999 (collectively the "Employment Agreement"); and

         Whereas the parties now wish to provide that Executive's salary under
the Employment Agreement as amended shall be subject to adjustment to reflect
changes in the cost of living.

         Now therefore the parties hereby agree as follows:

         Section 3(a) of the Employment Agreement is further amended by adding
the following paragraph at the end thereof.

         "Every September 1 (commencing September 1, 2000) Employee's annual
salary for the next twelve months shall be adjusted by multiplying the salary in
effect on the immediately preceding August 31 by a fraction the numerator of
which is one hundred plus the percentage change in the Applicable Index from
September 1, 1999 to the September 1 as of which the calculation is being made
and the denominator of which is the level of such index at the preceding
September 1. In the event the Applicable Index is not available until a date
later than the September 1 as of which an adjustment is being made then the
adjustment shall be made as soon as reasonably possible after the Applicable
Index is available and Employee's next salary check shall reflect the adjustment
for the period during which the Applicable Index was not available. The
Applicable Index means the United States Labor Department Cost of Living Index
(San Francisco Bay Area)."

         Except as specifically set forth herein the Employment Agreement shall
continue in accordance with its terms.

         In witness whereof the parties have caused this Amendment No. 2 to be
executed this 15th day of September 1999.

                                    CB Xxxxxxx Xxxxx Services, Inc.

                                    By:        /s/ Xxx Xxxxx
                                               ---------------------------------
                                               Xxx Xxxxx,
                                               Chief Executive Officer


                                    Employee:  /s/ Xxxxx X. Xxxxxx
                                               ---------------------------------
                                               Xxxxx X. Xxxxxx