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                                                                 EXHIBIT 10.1

456 Montgomery Street                                 Date: April 2, 1997
San Francisco, California
                                           Borrower: National Insurance Group

     Subject: CREDIT TERMS AND CONDITIONS ("AGREEMENT")

Gentlemen:

To induce you to make loans to the undersigned (herein called "Borrower"), and
in consideration of any loan or loans you, in your sole discretion, may make to
Borrower, Borrower warrants and agrees as follows:

A.   Borrower represents and warrants that:

     1.   Existence and Rights. Company is a California Corporation.

Borrower is duly organized and existing and in good standing under the laws of
the State of California (without limit as to the duration of its existence) and
is authorized and in good standing to do business in the State of California;
Company has powers and adequate authority, rights and franchises to own its
property and to carry on its business as now conducted, and is duly qualified
and in good standing in each State in which the character of the properties
owned by it therein or the conduct of its business makes such qualification
necessary; and Borrower has the power and adequate authority to make and carry
out this Agreement. Borrower has no investment in any other business entity,
except:

Great Pacific Insurance Company
Pinnacle Data Corporation
Fastrac Systems, Inc. Insurance Agent and Broker; and Fastrac Systems, Inc.

     2.   AGREEMENT AUTHORIZED. The execution, delivery and performance of this
          Agreement are duly authorized and do not require the consent or
          approval of any governmental body or other regulatory authority; are
          not in contravention of or in conflict with any law or regulation or
          any term or provision of Borrower's articles of incorporation,
          by-laws, or Articles of Association, as the case may be, and this
          Agreement is the valid, binding and legally enforceable obligation of
          Borrower in accordance with its terms.

     3.   NO CONFLICT. The execution, delivery and performance of this Agreement
          are not in contravention of or in conflict with any agreement,
          indenture or undertaking to which Borrower is a party or by which it
          or any of its property may be bound or affected, and do not cause any
          lien, charge or other encumbrance to be created or imposed upon any
          such property by reason thereof.

     4.   LITIGATION. To the knowledge of Borrower (i) there is no litigation or
          other legal proceedings pending or threatened against Borrower, which
          individually or in the aggregate would have a material adverse effect
          on the financial condition, operations, or business of Borrower; and
          (ii) Borrower is not in default with respect to any order, writ,
          injunction, decree or demand of any court or other governmental or
          regulatory authority, where such default would have a material adverse
          effect to the financial condition, operations or business of Borrower.



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     5.  FINANCIAL CONDITION. The balance sheet of Borrower as of 12/31/96, and
         the related profit and loss statement for the fiscal year ended on
         that date, copy of which has heretofore been delivered to you by
         Borrower, and all other statements and data submitted in writing by
         Borrower to you in connection with this request for credit are true
         and correct, and said balance sheet and profit and loss statement
         fairly present the financial condition of Borrower as of the date
         thereof and the results of the operations of Borrower for the period
         covered thereby, and have been prepared in accordance with generally
         accepted accounting principles on a basis consistently maintained.
         Since such date there have been no materially adverse changes in the
         financial condition or business of Borrower.

     6.  TITLE TO ASSETS. Borrower has good title to its assets.

     7.  TAX STATUS. Borrower has no liability for any delinquent state, local
         or federal taxes, not subject to dispute by Borrower and for which
         reasonable reserves have been established and, if Borrower has
         contracted with any governmental agency, Borrower has no liability
         for renegotiation of profits.

     8.  TRADEMARKS, PATENTS. Borrower, as of the date hereof, possesses all
         necessary trademarks, trade names, copyrights, patents, patent rights,
         and licenses to conduct its business as now operated, without any known
         conflict with the valid trademarks, trade names, copyrights, patents
         and license rights of others.

     9.  REGULATION U. The collateral for this loan is not margin stock within
         the definition of Regulation U of the Board of Governors of the
         Federal Reserve system.

B.   Borrower agrees that so long as it is indebted to you, it will, unless you
     shall otherwise consent in writing:

     1.  RIGHTS AND FACILITIES. Maintain and preserve all rights, franchises
         and other authority adequate for the conduct of its business; maintain
         its properties, equipment and facilities in good order and repair;
         conduct its business in an orderly manner without voluntary
         interruption and, if a corporation or partnership, maintain and
         preserve its existence.

     2.  INSURANCE. Maintain public liability, property damage and workers'
         compensation insurance and insurance on all its insurable property
         against fire and other hazards with responsible insurance carriers to
         the extent usually maintained by similar businesses.

     3.  TAXES AND OTHER LIABILITIES. Pay and discharge, before the same become
         delinquent and before penalties accrue thereon, all taxes, assessments
         and governmental charges upon or against it or any of its properties,
         and all its other liabilities at any time existing, except to the
         extent and so long as:

         (a) The same are being contested in good faith and by appropriate
             proceedings in such manner as not to cause any materially adverse
             effect upon its financial condition or the loss of any right of
             redemption from any sale thereunder; and




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         (b) It shall have set aside on its books reserves (segregated to the
             extent required by generally accepted accounting practice) deemed
             adequate with respect thereto.

     4.  NET WORTH. Maintain a tangible net worth (meaning the excess of all
         assets, excluding any value for good will, trademarks, patents,
         copyrights, leaseholds, organization expense and other similar
         intangible items, over its liabilities) of not less than $22,500,000.

     5.  PROFITABILITY. Borrower to be profitable on a fiscal year basis and
         shall not have losses for any two consecutive quarters.

     6.  CASH FLOW COVERAGE. Commencing with fiscal year 1997 and thereafter on
         an annual basis, the sum of Borrower's net profit plus period
         depreciation divided by the current portion of long term debt and
         capitalized leases shall not be less than 1.4.

     7.  RECORDS AND REPORTS.  Maintain a standard and modern system of
         accounting in accordance with generally accepted accounting principles
         on a basis consistently maintained; permit your representatives to
         have access to, and to examine its properties, books and records at
         all reasonable times; and furnish you:

         (a) As soon as available, and in any event within 50 days after the
             close of each quarter of each fiscal year of Borrower, commencing
             with the quarter next ending, a balance sheet, profit and loss
             statement and reconciliation of Borrower's capital accounts as of
             the close of such period and covering operations for the portion of
             Borrower's fiscal year ending on the last day of such period, all
             in reasonable detail and stating in comparative form the figures
             for the corresponding date and period in the previous fiscal year,
             prepared in accordance with generally accepted accounting
             principles on a basis consistently maintained by Borrower and
             certified by an appropriate officer of Borrower, subject, however,
             to year-end audit adjustments.

         (b) As soon as available, and in any event within 100 days after the
             close of each fiscal year of Borrower, a report of audit of
             Company as of the close of and for such fiscal year, all in
             reasonable detail and stating in comparative form the figures as
             of the close of and for the previous fiscal year, with the
             unqualified opinion of accountants satisfactory to you, or no
             third party opinion required.

         (c) Within 100 days after the end of each fiscal year of Borrower, a
             certificate of chief financial officer of Borrower, stating that
             to the best knowledge of such officer, Borrower has performed and
             observed all material covenants on its part required to be
             performed by it except where the failure to so perform or observe
             would have a material adverse effect on the financial condition,
             operations or business of Borrower;

         (d) Promptly after the receipt thereof by Borrower shall send to its
             stockholders, if any, and copies of all reports which Borrower may
             file with the Securities and Exchange Commission or any
             governmental authority at any time substituted therefor; and



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         (e) Such other information relating to the affairs of Borrower as you
             reasonably may request from time to time.

         (f) Notice of Default. Promptly notify the Bank in writing of the
             occurrence of any event of default hereunder or any event which
             upon notice and lapse of time would be an event of default.

C.   Borrower agrees that so long as it is indebted to you, it will not, without
     your written consent: 

     Type of Business: Management.  Make any substantial change in its business
     or operations or make any change in incumbency of Mark A. Speizer as
     chairman and Chief Executive Officer of Borrower or of Bruce A. Cole as
     President of Borrower.

D.   The occurrence of any one of the following events of default shall, at your
     option, terminate your commitment to lend and make all sums of principal
     and interest then remaining unpaid on all Borrower's indebtedness to you
     immediately due and payable, all without demand, presentment or notice, all
     of which are hereby expressly waived:

     1.  FAILURE TO PAY NOTE.  Failure to pay any installment of principal or of
         interest on any indebtedness of Borrower to you within 10 days of the
         date when due.

     2.  BREACH OF COVENANT.  Failure of Borrower to perform any other term or
         condition of this Agreement binding upon Borrower, which failure
         continues and is not cured within thirty days after written notice from
         Bank to Borrower.

     3.  BREACH OF WARRANTY.  Any of Borrower's representations or warranties
         made herein or any statement or certificate at any time given in
         writing pursuant hereto or in connection herewith shall be false or
         misleading in any material respect.

     4.  INSOLVENCY; RECEIVER OR TRUSTEE.  Borrower shall become insolvent; or
         admits its inability to pay its debts as the mature; or make an
         assignment for the benefit of creditors; or apply for or consent to the
         appointment of a receiver or trustee for it or for a substantial part
         of its property or business.

     5.  JUDGMENTS, ATTACHMENTS.  Any money judgment, writ or warrant of
         attachment, or similar process shall be entered or filed against
         Borrower or any of its assets, which judgment, writ or warrant of
         attachment or similar process will have a material adverse effect on
         the financial condition, operations and business of Borrower and which
         remains unvacated, unbonded, or unstayed for a period of 30 days or in
         any event later than five days prior to the day of any proposed sale or
         execution under such judgment, writ, warrant of attachment or similar
         process.


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     6.  BANKRUPTCY.  Bankruptcy, insolvency, reorganization or liquidation
         proceedings or other proceedings for relief under any bankruptcy law or
         any law for the relief of debtors shall be instituted by or against
         Borrower and, if instituted against it, shall be consented to.

E.   Miscellaneous Provisions.

     1.  FAILURE OR INDULGENCE NOT WAIVER.  No failure or delay on the part of
         your Bank or any holder of Notes issued hereunder, in the exercise of
         any power, right or privilege hereunder shall operate as a waiver
         thereof, nor shall any single or partial exercise of any such power,
         right or privilege preclude other or further exercise thereof or of any
         other right, power or privilege. All rights and remedies existing under
         this agreement of any note issued in connection with a loan that your
         Bank may make hereunder, are cumulative to, and not exclusive of, any
         rights or remedies otherwise available.

     2.  TERMINATION.  Upon thirty days written notice to Lender, Borrower may
         terminate this agreement in full, provided that, upon such time of
         notice and upon the effective termination date, the Borrower has no
         outstanding principal, interest, penalties, or any other amounts due
         under this agreement. Upon termination, Lender's interest in all
         Collateral of Borrower shall cease.

     3.  NOTICES.  All notices, demands, requests or other communications that
         may be or are required to be given, served, or sent by any party to any
         other party pursuant to this agreement shall be in writing and shall be
         mailed by first-class registered or certified mail, return receipt
         requested, postage prepaid, or transmitted by hand delivery, with
         signature required by recipient, addressed as follows:

     4.  AMENDED AND RESTATED CREDIT TERMS AND CONDITIONS.  This Agreement
         amends and restates in full that Credit Terms and Conditions dated
         September 10, 1996 executed by Borrower in favor of Bank. That
         Promissory Note dated September 10, 1996 and that Promissory Note dated
         April 2, 1997, both executed by the Borrower in favor of Bank are
         subject to the terms and conditions of this Agreement.

         Notices to Borrower:
                
                    Gregory S. Saunders
                    Chief Financial Officer  
                    National Insurance Group
                    395 Oyster Point Boulevard, Suite 500
                    South San Francisco, California 94080-1933

         With a copy (which shall
         not constitute notice) to:

                    Robert P. Barbarowicz
                    Executive Vice President and General Counsel
                    395 Oyster Point Boulevard, Suite 500
                    South San Francisco, California 94080-1933



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          Notices to Bank:

                    Joseph J. McCarthy, Vice President
                    Imperial Bank
                    456 Montgomery Street, 6th Floor
                    San Francisco, California, 94104

Each party may designate by notice in writing a new address to which any notice,
demand, request or communication may thereafter be so given, served or sent.
Each notice, demand, request or communication that is mailed shall be deemed
sufficiently given, served, sent, and received for all purposes at such time as
it is delivered to the addressees (with the return receipt, the delivery
receipt, the affidavit of messenger being conclusive evidence of such delivery)
or at such time as delivery refused by the addressees upon presentation.

Agreed to and Accepted:

<TABLE>
<CAPTION>
National Insurance Group                            Imperial Bank
<S>                             <C>                 <C>                           <C>

By /s/ Robert P. Barbarowicz    Date 4-25-97        By /s/ Joseph J. McCarthy     Date 4/25/97
   -------------------------         -------           ----------------------          -------
   Robert P. Barbarowicz,                              Vice President
   Executive Vice President                            (Signature and Title)
   (Signature and Title)

By                              Date
   -------------------------         -------      
   (Signature and Title)                    
</TABLE>

                 



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                 AMENDMENT NO. 1 TO CREDIT TERMS AND CONDITIONS

This Amendment No 1 dated as of September 17, 1997 ("Amendment") to that
certain Credit Terms and Agreement dated April 2, 1997 ("Agreement") by and
between Imperial Bank ("Bank") and National Insurance Group ("Borrower"). All
capitalized terms used herein, and not defined herein shall have the same
meaning as set forth in the Agreement.

1.   The following Sections B.4, B.5 and B.6 of the Agreement are hereby each
     amended in full to read as follows:

     "4. NET WORTH. Maintain on a consolidated basis a tangible net worth
     (meaning the excess of all assets, excluding any value for good will,
     provided that goodwill for New Arts Acquisition, Inc. will be included,
     trademarks, patents, copyrights, leaseholds, organization expense and other
     similar intangible items, over its liabilities) of not less than
     $25,000,000 to increase each fiscal year end, commencing with fiscal year
     end 1998, by Borrower's net income minus dividends paid.

     5. PROFITABILITY. Borrower to be profitable on a consolidated basis on a
     fiscal year basis and shall not have losses for any two consecutive
     quarters.

     6. CASH FLOW COVERAGE. Commencing with fiscal year 1997 and thereafter on a
     consolidated and annual basis, the sum of Borrower's net profit plus period
     depreciation divided by the current portion of long term debt and
     capitalized leases shall not be less than 1.4."

2.   The following Sections B. 7(a) and B.7(b) of the Agreement are hereby each
     amended in full to read as follows:

        "(a) As soon as available, and in any event within 50 days after the
        close of each quarter of each fiscal year of Borrower, commencing with
        the quarter next ending, a consolidated balance sheet, profit and loss
        statement and reconciliation of Borrower's capital accounts as of the
        close of such period and covering operations for the portion of
        Borrower's fiscal year ending on the last day of such period, all in
        reasonable detail and stating in comparative form the figures for the
        corresponding date and period in the previous fiscal year, prepared in
        accordance with generally accepted accounting principles on a basis
        consistently maintained by Borrower and certified by an appropriate
        officer of Borrower, subject, however, to year-end audit adjustments.
  

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        (b)  As soon as available, and in any event within 100 days after the
        close of each fiscal year of Borrower, a report of audit of Company on a
        consolidated basis as of the close of and for such fiscal year, all in
        reasonable detail and stating in comparative form the figures as of the
        close of and for the previous fiscal year, with the unqualified opinion
        of accountants satisfactory to you, or no third party opinion required."

3.   The following Sub-sections 7 and 8 are hereby added to section D of the
     agreement.

     "7.  GUARANTEE.  Borrower shall default in its obligations under any
     guarantee it executed in your favor guaranteeing the obligations of New
     Arts Acquisition, Inc. ("New Arts").

     8.   NEW ARTS CREDIT AGREEMENT.  A default shall occur, and such default is
     not cured within any applicable cure period, in that Credit Terms and
     Conditions executed by New Arts and the Bank dated September 11, 1997, as
     such may be amended, modified, superseded, replaced, restated or amended
     and restated ("New Arts Credit Agreement").

4.   The following Section F is hereby added to the Agreement.

F.   Applicable Law and Reference Provisions.

     1.   APPLICABLE LAW.  This Agreement and all other agreements and
          instruments required by Bank in connection therewith shall be governed
          by and construed according to the laws of the State of California, to
          the jurisdiction of which the parties hereby agree to submit.

     2.   Reference Provisions.

          (a). Other than (i) non-judicial foreclosure and all matters in
          connection therewith regarding security interests in real or personal
          property; or (ii) the appointment of a receiver, or the exercise of
          other provisional remedies (any and all of which may be initiated
          pursuant to applicable law), each controversy, dispute or claim
          between the parties arising out of or relating to this Agreement which
          controversy, dispute or claim is not settled in writing within thirty
          (30) days after the "Claim Date" (defined as the date on which a party
          subject to the Agreement gives written notice to all other parties
          that a controversy, dispute or claim exists), will be settled by a
          reference proceeding in California in accordance with the provisions
          of Section 638 et seq of the California Code of Civil Procedure, or
          their successor section ("CCP"), which shall constitute the exclusive
          remedy for the settlement of any controversy, dispute or claim
          concerning this Agreement, including whether such controversy, dispute
          or claim is subject to the reference proceeding and except as set
          forth above, the parties waive their rights to initiate any legal
          proceedings against each other in any court or jurisdiction other than
          the Superior Court in the County where the real property securing this
          Agreement, if




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          any, is located or Los Angeles County if none (the "Court"). The
          referee shall be a retired Judge of the Court selected by mutual
          agreement of the parties, and if they cannot so agree within
          forty-five (45) days after the Claim Date, the referee shall be
          promptly selected by the Presiding Judge of the Court (or his
          representative). The referee shall be appointed to sit as a temporary
          judge, with all of the powers of a temporary judge, as authorized by
          law, and upon selection should take and subscribe to the oath of
          office as provided for in Rule 244 of the California Rules of Court
          (or any subsequently enacted Rule). Each party shall have one
          peremptory challenge pursuant to CCP Section 170.6. The referee shall
          (a) be requested to set the matter for hearing within sixty (60) days
          after the Claim Date and (b) try any and all issues of law or fact and
          report a statement of decision upon them, if possible, within ninety
          (90) days of the Claim Date. Any decision rendered by the referee will
          be final, binding and conclusive and judgment shall be entered
          pursuant to CCP Section 644.90 in any court in the State of California
          having jurisdiction. Any party may apply for a reference proceeding at
          any time after thirty (30) days following notice to any other party of
          the nature of the controversy, dispute or claim, by filing a petition
          for a hearing and/or trial. All discovery permitted by this Agreement
          shall be completed no later than fifteen (15) days before the first
          hearing date established by the referee. The referee may extend such
          period in the event of a party's refusal to provide requested
          discovery for any reason whatsoever, including, without limitation,
          legal objections raised to such discovery or unavailability of a
          witness due to absence or illness. No party shall be entitled to
          "priority" in conducting discovery. Depositions may be taken by either
          party upon seven (7) days written notice, and request for production
          or inspection of documents shall be responded to within ten (10) days
          after service. All disputes relating to discovery which cannot be
          resolved by the parties shall be submitted to the referee whose
          decision shall be final and binding upon the parties. Pending
          appointment of the referee as provided herein, the Superior Court is
          empowered to issue temporary and/or provisional remedies, as
          appropriate.

          (b).  Except as expressly set forth in this Agreement, the referee
          shall determine the manner in which the reference proceeding is
          conducted including the time and place of all hearings, the order of
          presentation of evidence, and all other questions that arise with
          respect to the course of the reference proceeding. All proceedings and
          hearings conducted before the referee, except for trial, shall be
          conducted without a court reporter, except that when any party so
          requests, a court reporter will be used at any hearing conducted
          before the referee. The party making such a request shall have the
          obligation to arrange for and pay for the court reporter. The costs of
          the court reporter at the trial shall be borne equally by the parties.

          (c).  The referee shall be required to determine all issues in
          accordance with existing case law and the statutory laws of the State
          of California. The rules of evidence applicable to proceedings at law
          in the State of California will be applicable to the reference
          proceeding. The referee shall be empowered to enter equitable as well
          as legal relief, to provide all temporary and/or provisional remedies
          and to enter equitable orders that will be binding upon the parties.
          The referee shall issue a single judgment at 


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          the close of the reference proceeding which shall dispose of all of
          the claims of the parties that are the subject of the reference. The
          parties hereto expressly reserve the right to contest or appeal from
          the final judgment or any appealable order or appealable judgment
          entered by the referee. The parties hereto expressly reserve the right
          to findings of fact, conclusions of law, a written statement of
          decision, and the right to move for a new trial or a different
          judgment, which new trial, if granted, is also to be a reference
          proceeding under this provision.

          (d).  In the event that the enabling legislation which provides for
          appointment of a referee is repealed (and no successor statute is
          enacted), any dispute between the parties that would otherwise be
          determined by the reference procedure herein described will be
          resolved and determined by arbitration. The arbitration will be
          conducted by a retired judge of the Court, in accordance with the
          California Arbitration Act, Section 1280 through Section 1294.2 of the
          CCP as amended from time to time. The limitations with respect to
          discovery as set forth hereinabove shall apply to any such arbitration
          proceeding.

     5.   The Borrower hereby agrees that as long as New Arts remains obligated
          to the Bank the provisions of Sections B.4, B.5, B.6, and B.7 of the
          Agreement shall remain in full force and effect and shall survive
          repayment if full of all obligations of Borrower to Bank or the
          termination of the Agreement or if the Agreement is no longer in
          effect for any reason. Any breach of this provision shall result in a
          default in the New Arts Credit Agreement.

     6.   Except as provided above, the Agreement remains unchanged.


National Insurance Group

By: /s/ GREG SAUNDERS
   -------------------------

Title:  EVP, CFO
   -------------------------


Imperial Bank

By: /s/ JOSEPH J. MCCARTHY
   -------------------------

Title:  Vice President
   -------------------------


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