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                                                                    EXHIBIT 10.1

                        INSURANCE AUTO AUCTIONS, INC.

                        EMPLOYEE STOCK PURCHASE PLAN

                (Amended and Restated as of November 6, 1996)

     I. PURPOSE

     The Insurance Auto Auctions, Inc.  Employee Stock Purchase Plan (the
"Plan") is intended to provide employees of the Company and one or more of its
Corporate Affiliates with the opportunity to acquire a proprietary interest in
the Company through participation in a plan designed to qualify as an employee
stock purchase plan under Section 423 of the Code.

     II. DEFINITIONS

     For purposes of administration of the Plan, the following terms shall have
the meanings indicated:

     Base Salary means the regular basic earnings paid to a Participant by one
or more Participating Companies during such individual's period of
participation in the Plan, plus any pre-tax contributions made by the
Participant to any Code Section 401(k) salary deferral plan or any Code Section
125 cafeteria benefit program now or hereafter established by the Company or
any Corporate Affiliate.  There shall be excluded from the calculation of Base
Salary (I) all overtime payments, bonuses, commissions, profit-sharing
distributions and other incentive-type payments and (II) all contributions
(other than Code Section 401(k) or Code Section 125 contributions) made on the
Participant's behalf by the Company or one or more Corporate Affiliates under
any employee benefit or welfare plan now or hereafter established.

     Board means the Board of Directors of the Company.

     Code means the Internal Revenue Code of 1986, as amended from time to
time.

     Common Stock means shares of the Company's common stock.

     Company means Insurance Auto Auctions, Inc., a California corporation, and
any corporate successor to all or substantially all of the assets or voting
stock of Insurance Auto Auctions, Inc. which shall by appropriate action adopt
the Plan.

     Corporate Affiliate means any parent or subsidiary corporation of the
Company (as determined in accordance with Code Section 424), including any
parent or subsidiary corporation which becomes such after the Effective Date.

     Effective Date means the first day of the initial purchase period under
the Plan, which is scheduled to commence upon the later of (i) July 1, 1993 or
(ii) the effective date of the S-8 Registration Statement covering the shares
of Common Stock issuable under the Plan.  However, for any Corporate Affiliate
which becomes a Participating Company in the Plan after the first day of such
initial purchase period, a subsequent Effective Date shall be designated with
respect to participation by its Eligible Employees.



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     Eligible Employee means any person who is engaged, on a regularly
scheduled basis of more than twenty (20) hours per week for more than five (5)
months per calendar year, in the rendition of personal services to the Company
or any other Participating Company for earnings considered wages under Section
3121(a) of the Code.

     Participant means any Eligible Employee of a Participating Company who is
actively participating in the Plan.

     Participating Company means the Company and any Corporate Affiliate or
Affiliates now existing or at any time hereafter created or acquired.

     Service means the period during which an individual is in the employ of
the Company or any Corporate Affiliate and shall be measured from the later of
(i) his or her hire date or (ii) the date of the Company's acquisition of that
Corporate Affiliate.

     III. ADMINISTRATION

     The Plan shall be administered by a committee (the "Plan Administrator")
comprised of two or more non-employee Board members appointed from time to time
by the Board.  The Plan Administrator shall have full authority to administer
the Plan, including authority to interpret and construe any provision of the
Plan and to adopt such rules and regulations for administering the Plan as it
may deem necessary in order to comply with the requirements of Section 423 of
the Code.  Decisions of the Plan Administrator shall be final and binding on
all parties who have an interest in the Plan.

     IV. PURCHASE PERIODS

        A. Shares of Common Stock shall be offered for purchase under the Plan
through a series of successive purchase periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner terminated in
accordance with Article IX.

        B. The Plan shall be implemented in a series of successive purchase
periods, each of a duration of six (6) months.  The initial purchase period
will begin upon the later of (i) July 1, 1993 or (ii) the effective date of the
S-8 Registration Statement covering the shares of Common Stock issuable under
the Plan and will end on the last business day in December 1993.  Subsequent
purchase periods shall run from the first business day in January to the last
business day in June and from the first business day in July to the last
business day in December each year.

        C. Under no circumstances shall any purchase period commence under the
Plan, nor shall any shares of Common Stock be issued hereunder, until such time
as (i) the Plan shall have been approved by the Company's Shareholders and (ii)
the Company shall have complied with all applicable requirements of the
Securities Act of 1933 (as amended), all applicable listing requirements of any
securities exchange on which shares of the Common Stock are listed and all
other applicable statutory and regulatory requirements.

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        D. The Participant shall be granted a separate purchase right for each
purchase period in which he or she participates.  The purchase right shall be
granted on the start date of the purchase period and shall be automatically
exercised on the last business day of that period.

        E. The acquisition of Common Stock through plan participation during
any purchase period shall neither limit nor require the acquisition of Common
Stock by the Participant in any subsequent purchase period.

     V. ELIGIBILITY AND PARTICIPATION

        A. Each Eligible Employee of a Participating Company shall be eligible
to participate in the Plan on the start date of any purchase period beginning
on or after his or her completion of the number of months of Service specified
from time to time by the Plan Administrator.  Unless otherwise specified by the
Plan Administrator, there shall be no minimum eligibility requirements for
participation in the Plan.  The Plan Administrator may increase or decrease the
eligibility period to be effective at the start of the next purchase period.

        B. To participate for a particular purchase period, the Employee must
complete the enrollment forms prescribed by the Plan Administrator (including a
purchase agreement and a payroll deduction authorization) and file such forms
with the Plan Administrator (or its designate) on or before the start date of
that purchase period.

        C. The payroll deduction authorized by the Participant for purposes of
acquiring shares of Common Stock under the Plan may be any multiple of one
percent (1%) of the Base Salary paid to the Participant during the purchase
period, up to a maximum of fifteen percent (15%).  The deduction rate so
authorized shall continue in effect for the entire purchase period and for each
successive purchase period under the Plan, except to the extent such rate is
changed in accordance with the following guidelines:

           -  The Participant may, at any time during the purchase
      period, reduce his or her rate of payroll deduction.  Such
      reduction shall become effective as soon as possible following the
      filing of the requisite reduction form with the Plan Administrator
      (or its designate), but the Participant may not effect more than
      one such reduction per purchase period.

           -  The Participant may, prior to the commencement of any new
      purchase period, increase or decrease the rate of his or her
      payroll deduction by filing the appropriate form with the Plan
      Administrator (or its designate).  The new rate (which may not
      exceed the fifteen percent (15%) maximum) shall become effective
      as of the start date of the new purchase period.

        Payroll deductions will automatically cease upon the termination of the
Participant's purchase right in accordance with the applicable provisions of
Section VII below.

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     VI. STOCK SUBJECT TO PLAN

        A. The Common Stock purchasable under the Plan shall, solely in the
discretion of the Plan Administrator, be made available from either authorized
but unissued shares of Common Stock or from shares of Common Stock reacquired
by the Company, including shares of Common Stock purchased on the open market.
The total number of shares which may be issued under the Plan shall not exceed
75,000 shares (subject to adjustment under Section VI. B below).

        B. In the event any change is made to the outstanding Common Stock by
reason of any stock dividend, stock split, combination of shares or other
change affecting such Common Stock as a class without the Company's receipt of
consideration, appropriate adjustments shall be made by the Plan Administrator
to (i) the class and maximum number of securities issuable over the term of the
Plan, (ii) the class and maximum number of securities purchasable per
Participant during any one purchase period and (iii) the class and number of
securities and the price per share in effect under each purchase right at the
time outstanding under the Plan.  Such adjustments shall be designed to
preclude the dilution or enlargement of rights and benefits under the Plan.

     VII. PURCHASE RIGHTS

     An Eligible Employee who participates in the Plan for a particular
purchase period shall have the right to purchase shares of Common Stock upon
the terms and conditions set forth below and shall execute a purchase agreement
embodying such terms and conditions and such other provisions (not inconsistent
with the Plan) as the Plan Administrator may deem advisable.

     Purchase Price.  Common Stock shall be issuable at the end of each
purchase period at a purchase price equal to eighty-five percent (85%) of the
lower of (i) the fair market value per share on the start date of the purchase
period or (ii) the fair market value per share on the purchase date at the end
of that purchase period.

     Valuation.  For purposes of the Plan, the fair market value per share of
Common Stock on any relevant date shall be the closing selling price per share
on that date, as officially quoted on the Nasdaq National Market.  If there is
no quoted selling price for such date, then the closing selling price per share
of Common Stock on the next preceding day for which there does exist such a
quotation shall be determinative of fair market value.

     Number of Purchasable Shares.  The number of shares purchasable per
Participant during the purchase period shall be the number of whole shares
obtained by dividing the amount collected from the Participant through payroll
deductions during that period by the purchase price in effect for such period.
However, no Participant may, during any one purchase period, purchase in the
aggregate more than two hundred fifty (250) shares of Common Stock, subject to
periodic adjustment under Section VI. B.

     In addition, the following limitations shall be in effect for the initial
purchase period beginning July 1, 1993 and ending December 31, 1993: (i)
Participants subject to the short-swing profit rules of the Federal securities
laws may not purchase more than One Thousand

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Seven Hundred Fifty (1,750) shares of Common Stock in the aggregate and (ii)
all Participants as a group may not purchase more than Forty-Three Thousand
Five Hundred (43,500) shares of Common Stock.

     Under no circumstances shall purchase rights be granted under the Plan to
any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Company or
any Corporate Affiliate.

     Payment.  Payment for the Common Stock purchased under the Plan shall be
effected by means of the Participant's authorized payroll deductions.  Such
deductions shall begin on the first pay day coincident with or immediately
following the start date of the purchase period and shall (unless sooner
terminated by the Participant) continue through the pay day ending with or
immediately prior to the last day of the purchase period.  The amounts so
collected shall be credited to the Participant's book account under the Plan,
but no interest shall be paid on the balance from time to time outstanding in
such account.  The amounts collected from a Participant may be commingled with
the general assets of the Company and may be used for general corporate
purposes.

     Termination of Purchase Right.  The following provisions shall govern the
termination of outstanding purchase rights:

                     (i) A Participant may, at any time prior to the last five
(5) business days of the purchase period, terminate his or her outstanding
purchase right under the Plan by filing the prescribed notification form with
the Plan Administrator (or its designate).  No further payroll deductions shall
be collected from the Participant with respect to the terminated purchase
right, and any payroll deductions collected to date during the purchase period
shall, at the Participant's election, be immediately refunded or held for the
purchase of shares at the end of the purchase period.  If no such election is
made, then the collected deductions shall be refunded as soon as possible after
the end of the purchase period.

                     (ii) The termination of such purchase right shall be
irrevocable, and the Participant may not subsequently rejoin the purchase
period for which the terminated purchase right was granted.  In order to resume
participation in any subsequent purchase period, such individual must re-enroll
in the Plan (by making a timely filing of a new purchase agreement and payroll
deduction authorization) on or before the start date of the new purchase
period. 

                     (iii) If the Participant ceases to remain an Eligible
Employee while his or her purchase right remains outstanding, then such
purchase right shall immediately terminate, and the Participant (or the
personal representative of the Participant's estate in the event of his or her
death) shall have the following election, exercisable up until the end of the
purchase period in which such cessation of Eligible Employee status occurs:

           -   to withdraw all of the Participant's payroll deductions
      for that purchase period, or


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           -   to have such funds held for the purchase of shares at the
      end of that purchase period.

             If no such election is made, then the collected deductions shall be
refunded as soon as possible after the end of the purchase period.  In no
event, however, may any additional payroll deductions be made on the
Participant's behalf following his or her cessation of Employee status.

     Stock Purchase.  On the last day of the purchase period, shares of Common
Stock shall automatically be purchased on behalf of each Participant (other
than Participants whose payroll deductions have previously been refunded in
accordance with the Termination of Purchase Right provisions above).  The
purchase shall be effected by applying each Participant's payroll deductions
for the purchase period to the purchase of whole shares of Common Stock
(subject to the foregoing limitations on both the maximum and aggregate number
of purchasable shares) at the purchase price in effect for that purchase
period.  Any payroll deductions not applied to such purchase because they are
not sufficient to purchase a whole share shall be held for the purchase of
Common Stock in the next purchase period.  However, any payroll deductions not
applied to the purchase of Common Stock by reason of (i) the limitation on the
maximum number of shares purchasable by the Participant during the purchase
period or (ii) the maximum number of shares purchasable in the aggregate during
the initial purchase period shall be promptly refunded to the Participant.

     Proration of Purchase Rights.  Should the total number of shares of Common
Stock which are to be purchased pursuant to outstanding purchase rights on any
particular date exceed the number of shares then available for issuance under
the Plan (including the limitation on issuances for the initial purchase
period), the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded to such Participant.

     Rights as Shareholder.  A Participant shall have no shareholder rights
with respect to the shares subject to his or her outstanding purchase right
until the shares are actually purchased on the Participant's behalf in
accordance with the applicable provisions of the Plan.  No adjustments shall be
made for dividends, distributions or other rights for which the record date is
prior to the date of such purchase.

     A Participant shall be entitled to receive, as soon as practicable after
the end of the purchase period, a stock certificate for the number of shares
purchased on the Participant's behalf.  Such certificate may, upon the
Participant's request, be issued in the names of the Participant and his or her
spouse as community property or as joint tenants with right of survivorship.

     Assignability.  No purchase right granted under the Plan shall be
assignable or transferable by the Participant other than by will or by the laws
of descent and distribution following the Participant's death, and during the
Participant's lifetime the purchase right shall be exercisable only by the
Participant.

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     Chance in Ownership.  Should any of the following shareholder-approved
transactions (a "Corporate Transaction") occur:

             (i) a merger or other reorganization in which the Company will not
be the surviving corporation (other than a reorganization effected primarily to
change the State in which the Company is incorporated), or
        
             (ii) a sale of all or substantially all of the Company's assets in
liquidation or dissolution of the Company, or
        
             (iii) a reverse merger in which the Company is the surviving
corporation but in which securities possessing more than fifty (50%) of the
Company's outstanding voting securities are transferred to person or persons
different from those who held such securities immediately prior to the merger,

     then all outstanding purchase rights shall automatically be exercised
immediately prior to the effective date of such Corporate Transaction by
applying the payroll deductions of each Participant for the purchase period in
which such Corporate Transaction occurs to the purchase of whole shares of
Common Stock at eighty-five percent (85%) of the lower of (i) the fair market
value of the Common Stock on the start date of that purchase period or (ii) the
fair market value of the Common Stock immediately prior to the effective date
of such Corporate Transaction.  However, the applicable share limitations of
Articles VII and VIII shall continue to apply to any such purchase.

     The Company shall use its best efforts to provide at least ten (10)-days
advance written notice of the occurrence of a Corporate Transaction, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights in accordance with the applicable
provisions of this Article VII.

     VIII. ACCRUAL LIMITATIONS

        A. No Participant shall be entitled to accrue rights to acquire Common
Stock pursuant to any purchase right outstanding under this Plan if and to the
extent such accrual, when aggregated with (I) rights to purchase Common Stock
accrued under any other purchase right outstanding under this Plan and (II)
similar rights accrued under other employee stock purchase plans (within the
meaning of Section 423 of the Code) of the Company or its Corporate Affiliates,
would otherwise permit such Participant to purchase more than $25,000 worth of
stock of the Company or any Corporate Affiliate (determined on the basis of the
fair market value of such stock on the date or dates such rights are granted
the Participant) for each calendar year such rights are at any time
outstanding.

        B. For purposes of applying such accrual limitations, the right to
acquire Common Stock pursuant to each purchase right outstanding under the Plan
shall accrue as follows:

             (i) The right to acquire Common Stock under each such purchase
right shall accrue as and when the purchase right first becomes exercisable on
the last business day of the purchase period for which such right is granted.

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                     (ii) No right to acquire Common Stock under any
outstanding purchase right shall accrue to the extent the Participant has
already accrued in the same calendar year the right to acquire $25,000 worth of
Common Stock (determined on the basis of the fair market value on the date or
dates of grant) pursuant to one or more purchase rights held by the Participant
during such calendar year. 

                     (iii) If by reason of such accrual limitations, any
purchase right of a Participant does not accrue on the last business day of a
particular purchase period, then the payroll deductions which the Participant
made during that purchase period shall be promptly refunded.

             C. In the event there is any conflict between the provisions of
this Article VIII and one or more provisions of the Plan or any instrument
issued thereunder, the provisions of this Article VIII shall be controlling.

     IX. AMENDMENT AND TERMINATION

             A. The Board may alter or amend the Plan following the close of any
purchase period.  However, the Board may not, without the approval of the
Company's shareholders:

                     (i) materially increase the number of shares issuable
under the Plan or the maximum number of shares purchasable per Participant
during any one purchase period, except that the Plan Administrator shall have
the authority, exercisable without such shareholder approval, to effect
adjustments to the extent necessary to reflect changes in the Company's capital
structure pursuant to Section VI. B;

                     (ii) alter the purchase price formula so as to reduce the
purchase price payable for the shares issuable under the Plan; or

                     (iii) materially increase the benefits accruing to
Participants under the Plan or materially modify the requirements for
eligibility to participate in the Plan.

             B. The Company shall have the right, exercisable in the sole
discretion of the Plan Administrator, to terminate the Plan immediately
following the close of any purchase period.  Should the Company elect to
exercise such right, then the Plan shall terminate in its entirety.  No further
purchase rights shall thereafter be granted, and no further payroll deductions
shall thereafter be collected, under the Plan.

             C. The Plan shall terminate upon the earlier of (i) December 31,
2002 or (ii) the date on which all shares available for issuance under the Plan
shall have been sold pursuant to purchase rights exercised under the Plan.

     X. GENERAL PROVISIONS
        
              A. The Plan shall become effective on the designated Effective
Date, provided that no purchase period shall commence, and no shares of Common
Stock shall be issued hereunder, until (i) the Plan shall have been approved by
the shareholders and (ii) the

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Company shall have complied with all applicable requirements of the Securities
Act of 1933 (as amended), all applicable listing requirements of any securities
exchange on which shares of the Common Stock are listed and all other
applicable requirements established by law or regulation.  In the event such
shareholder approval is not obtained, or such Company compliance is not
effected, within twelve (12) months after the date on which the Plan is adopted
by the Board, the Plan shall terminate and have no further force or effect.

             B. All costs and expenses incurred in the administration of the
Plan shall be paid by the Company.

             C. Neither the action of the Company in establishing the Plan, nor
any action taken under the Plan by the Board or the Plan Administrator, nor any
provision of the Plan itself shall be construed so as to grant any person the
right to remain in the employ of the Company or any of its Corporate Affiliates
for any period of specific duration, and such person's employment may be
terminated at any time, with or without cause.

             D. The provisions of the Plan shall be governed by the laws of the
State of California without resort to that State's conflict-of-laws rules.

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