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                                                                   Exhibit 10.28



                            [LOGO OF IMPERIAL BANK]


                                     NOTE


$ 250,000.00               WALNUT CREEK, California,           DECEMBER 22, 1997


On FEBRUARY 15, 1998*, and as hereinafter provided, for value received, the
undersigned promises to pay to IMPERIAL BANK ("Bank") a California banking
corporation, or order, at its EAST BAY REGIONAL office, the principal sum of
$250,000.00 or such sums up to the maximum if so stated, as the Bank may now or
hereafter advance to or for the benefit of the undersigned in accordance with
the terms hereof, together with interest from date of disbursement or N/A,
whichever is later, on the unpaid principal balance [_] at the rate of    % per
year [X] at the rate of 2.50% per year in excess of the rate of interest which
Bank has announced as its prime lending rate (the "Prime Rate"), which shall
vary concurrently with any change in such Prime Rate, or $250.00, whichever is
greater. Interest shall be computed at the above rate on the basis of the actual
number of days during which the principal balance is outstanding, divided by
360, which shall, for interest computation purposes, be considered one year.

Interest shall be payable  [X] monthly  [_] quarterly   [_] included with
principal   [_] in addition to principal  [_] beginning  JANUARY 15, 1998, and
if not so paid shall become a part of the principal. All payments shall be
applied first to any late charges owing, then to interest and the remainder, if
any, to principal. [_] (If checked), Principal shall be payable in installments
of $             or more, each installment on the          day of each        ,
beginning. Advances not to exceed any unpaid balance owing at any one time equal
to the maximum amount specified above, may be made at the option of Bank.

   Any partial prepayment shall be applied to the installments, if any, in
inverse order of maturity. Should default be made in the payment of principal or
interest when due, or in the performance or observance, when due, of any item,
covenant or condition of any deed of trust, security agreement or other
agreement (including amendments or extensions thereof) securing or pertaining to
this note, at the option of the holder hereof and without notice or demand, the
entire balance of principal and accrued interest then remaining unpaid shall (a)
become immediately due and payable, and (b) thereafter bear interest, until paid
in full, at the increased rate of 5% per year in excess of the rate provided for
above, as it may vary from time to time.

   Defaults shall include, but not be limited to, the failure of the maker(s) to
pay principal or interest when due; the filing as to each person obligated
hereon, whether as maker, co-maker, endorser or guarantor (individually or
collectively referred to as the "Obligor") of a voluntary or involuntary
petition under the provisions of the Federal Bankruptcy Act; the issuance of any
attachment or execution against any asset of any Obligor; the death of any
Obligor; or any deterioration of the financial condition of any Obligor which
results in the holder hereof considering itself, in good faith, insecure.

   If any installment payment, interest payment, principal payment or principal
balance payment due hereunder is delinquent ten or more days, Obligor agrees to
pay Bank a late charge in the amount of 5% of the payment so due and unpaid, in
addition to the payment; but nothing in this paragraph is to be construed as any
obligation on the part of the holder of this note to accept payment of any
payment past due or less than the total unpaid principal balance after maturity.

   If this note is not paid when due, each Obligor promises to pay all costs and
expenses of collection and reasonable attorneys' fees incurred by the holder
hereof on account of such collection, plus interest at the rate applicable to
principal, whether or not suit is filed hereon. Each Obligor shall be jointly
and severally liable hereon and consents to renewals, replacements and
extensions of time for payment hereof, before, at, or after maturity; consents
to the acceptance, release or substitution of security for this note; and waives
demand and protest and the right to assert any statute of limitations. Any
married person who signs this note agrees that recourse may be had against
separate property for any obligations hereunder. The indebtedness evidenced
hereby shall be payable in lawful money of the United States. In any action
brought under or arising out of this note, each Obligor, including successor(s)
or assign(s) hereby consents to the application of California law, to the
jurisdiction of any competent court within the State of California, and to
service of process by any means authorized by California law.

   No single or partial exercise of any power hereunder, or under any deed of
trust, security agreement or other agreement in connection herewith shall
preclude other or further exercises thereof or the exercise of any other such
power. The holder hereof shall at all times have the right to proceed against
any portion of the security for this note in such order and in such manner as
such holder may consider appropriate, without waiving any rights with respect to
any of the security. Any delay or omission on the part of the holder hereof in
exercising any right hereunder, or under any deed of trust, security agreement
or other agreement, shall not operate as a waiver of such right, or of any other
right, under this note or any deed of trust, security agreement or other
agreement in connection herewith.

*THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE CREDIT TERMS AND
CONDITIONS AGREEMENT DATED SEPTEMBER 30, 1997 AND ALL AMENDMENTS THERETO AND
REPLACEMENTS THEREFOR. SEE ATTACHED ADDENDUM.


Anchor Pacific Underwriters, Inc.
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By: /s/ J.R. Dunathan
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ADDENDUM TO NOTE
Dated December 22, 1997
Anchor Pacific Underwriters, Inc.



This facility will be interest only through February 15, 1998. On said date, the
outstanding balance under the Note shall be converted to an amortizing loan and
will be added to the company's existing term loan pursuant to the Note dated
September 30, 1997. A new note will be drawn for the combined balances and
amortized over the remaining life of the original commitment with all other
terms and conditions remaining unchanged. All principal and accrued but unpaid
interest shall in any event be due and payable on October 5, 2002.


Anchor Pacific Underwriters, Inc.



By: /s/ J.R. Dunathan
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