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                                                                    Exhibit 10.3
                                     [LOGO]

                                 IMPERIAL BANK
                          Innovative Business Banking
                                   Marketing

                                PROMISSORY NOTE
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  PRINCIPAL      LOAN DATE  MATURITY  LOAN NO.  CALL  COLLATERAL  ACCOUNT  OFFICER  INITIALS
$11,268,000.00   06-12-1998          718089938                               900  
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References in the shaded area are for Lender's use only and do not limit the applicability 
                 of this document to any particular loan or item.
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BORROWER:  MEW ARTS ACQUISITION, INC.          LENDER:  Imperial Bank
           395 Oyster Point Blvd., #500                 East Bay Regional Office
           S. San Francisco, CA 94080                   1331 N. California Blvd., Suite 400
                                                        Walnut Creek, CA 94596-9504
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PRINCIPAL AMOUNT: $11,268,000.00               INITIAL RATE: 9.750%
DATE OF NOTE: May 12, 1998

PROMISE TO PAY. NEW ARTS ACQUISITION, INC. ("Borrower") promises to pay to
Imperial Bank ("Lender"), or order, in lawful money of the United States of
America, the principal amount of Eleven Million Two Hundred Sixty Eight
Thousand & 00/100 Dollars ($11,268,000.00), together with interest on the
unpaid principal balance from May 12, 1998, until paid in full.

PAYMENT. Subject to any payment changes resulting from changes in the Index,
Borrower will pay this loan in accordance with the following payment schedule:

      Advances under the Note shall be available through July 31, 1998. On said
      date, the outstanding balance of advances under the Note shall be
      converted to an amortizing loan payable in 32 equal monthly payments of
      principal including interest based upon a 10 year amortization commencing
      on August 31, 1998. On March 31, 2001, the then outstanding balance of
      advances under the Note shall be payable in 27 equal monthly payments of
      principal including interest based upon a 3 year amortization commencing
      on April 30, 2001. All principal and accrued but unpaid interest shall in
      any event be due and payable on June 30, 2003. The monthly payments shall
      be adjusted annually on the anniversary date of the note to reflect the
      then applicable rate of interest and the balance of the respective initial
      amortization periods. Notwithstanding the amount specified as the monthly
      payment, the amount due monthly shall never be less than interest accrued.

The annual interest rate for this Note is computed on a 385/360 basis; that is,
by applying the ratio of the annual interest rate over a year of 360 days,
multiplied by the outstanding principal balance, multiplied by the actual
number of days the principal balance is outstanding. Borrower will pay Lender
at Lender's address shown above or at such other place as Lender may designate
in writing. Unless otherwise agreed or required by applicable law, payments
will be applied first to any unpaid collection costs and any late charges, then
to any unpaid interest, and any remaining amount to principal.

VARIABLE INTEREST RATE. The interest rate on this Note is subject to change
from time to time based on changes in an Index which is the Imperial Bank Prime
Rate (the "Index"). The Prime Rate is the rate announced by Lender as its Prime
Rate of interest from time to time. Lender will tell Borrower the current index
rate upon Borrower's request. Borrower understands that Lender may make loans
based on other rates as well. The interest rate change will not occur more
often than each day. The Index currently is 8.500%. The interest rate to be
applied to the unpaid principal balance of this Note will be at a rate of 1.250
percentage points over the Index, resulting in a current rate of 9.750%.
NOTICE: Under no circumstances will the interest rate on this Note be more than
the maximum rate allowed by applicable law. Whenever increases occur in the
interest rate, Lender, at its option, may do one or more of the following: (a)
increase Borrower's payments to ensure Borrower's loan will pay off by its
original final maturity date, (b) increase Borrower's payments to cover
accruing interest, (c) increase the number of Borrower's payments, and (d)
continue Borrower's payments at the same amount and increase Borrower's final
payment.

PREPAYMENT; MINIMUM INTEREST CHARGE. In any event, even upon full prepayment of
this Note, Borrower understands that Lender is entitled to a minimum interest
charge of $250.00. Other than Borrower's obligation to pay any minimum interest
charge, Borrower may pay without penalty all or a portion of the amount owed
earlier than it is due. Early payments will not, unless agreed to by Lender in
writing, relieve Borrower of Borrower's obligation to continue to make payments
under the payment schedule. Rather, they will reduce the principal balance due
and may result in Borrower making fewer payments.

           LATE CHARGE. If a payment is 10 days or more late, Borrower will be 
           charged 5.000% of the unpaid portion of the regularly scheduled 
           payment.
       
           DEFAULT. If any event of default, as defined in the Credit Terms and
           Conditions Agreement dated September 11, 1997 other than a default 
           in payment, is curable and if Borrower has not been given a notice
           of a breach of the same provision of this Note within the preceding 
           twelve (12) months, it may be cured (and no event of default will 
           have occurred) if Borrower, after receiving written notice from 
           Lender demanding cure of such default: (a) cures the default within 
           ten (10) days; or (b) if the cure requires more than ten (10) days,
           immediately initiates steps which Lender deems in Lender's sole 
           discretion to be sufficient to cure the default and thereafter 
           continues and completes all reasonable and necessary steps sufficient
           to produce compliance as soon as reasonably practical.
     
           LENDER'S RIGHTS. Upon an event of default, as defined in the Credit
           Terms and Conditions Agreement dated September 11, 1997 Lender may
           declare the entire unpaid principal balance on this Note and all 
           accrued unpaid interest immediately due, without notice, and then 
           Borrower will pay that amount. Upon Borrower's failure to pay all 
           amounts declared due pursuant to this section, including failure 
           to pay upon final maturity, Lender, at its option, may also, if 
           permitted under applicable law, do one or both of the following: (a)
           increase the variable interest rate on this Note to 6.250 percentage
           points over the Index, and (b) add any unpaid accrued interest to
           principal and such sum will bear interest therefrom until paid at the
           rate provided in this Note (including any increased rate). Lender may
           hire or pay someone else to help collect this Note if Borrower does
           not pay. Borrower also will pay Lender that amount. This includes,
           subject to any limits under applicable law, Lender's attorneys' fees
           and Lender's legal expenses whether or not there is a lawsuit,
           including attorneys' fees and legal expenses for bankruptcy
           proceedings (including efforts to modify or vacate any automatic stay
           or injunction), appeals, and any anticipated post-judgment collection
           services. Borrower also will pay any court costs, in addition to all
           other provided by law. This Note has been delivered to Lender and
           accepted by Lender in the State of California. If there is a lawsuit,
           Borrower agrees upon Lender's request to submit to the jurisdiction
           of the courts of Los Angeles County, the State of California. Lender
           and Borrower hereby waive the right to any jury trial in any action,
           proceeding, or counterclaim brought by either Lender or Borrower
           against the other. (Initial Here ________) This Note shall be
           governed by and construed in accordance with the laws of the State of
           California.

DISHONORED ITEM FEE. Borrower will pay a fee to Lender of $25.00 if Borrower
makes a payment on Borrower's loan and the check or preauthorized charge with
which Borrower pays is later dishonored.

RIGHT OF SETOFF. Borrower grants to Lender a contractual possessory security
interest in, and hereby assigns, conveys, delivers, pledges, and transfers to
Lender all Borrower's right, title and interest in and to, Borrower's accounts
with Lender (whether checking, savings, or some other account), including
without limitation all accounts held jointly with someone else and all accounts
Borrower may open in the future, excluding however all IRA and Keogh accounts,
and all trust accounts for which the grant of a security interest would be
prohibited by law. Borrower authorizes Lender, to the extent permitted by
applicable law, to charge or setoff all sums owing on this Note against any and
all such accounts.

REFERENCE PROVISION. 1. 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 document ("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 838 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 
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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, if 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 for 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 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 644 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 filling 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.

2.     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.

3.     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 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 the provision.

4.     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, 1280 through 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.

CREDIT TERMS AND CONDITIONS AGREEMENT. This Note is subject to the provisions of
the Credit Terms and Conditions Agreement dated September 11, 1997 and all
amendments thereto and replacements therefor.

DEFAULT PROVISION. Any default under the obligations of National Insurance Group
to Bank shall constitute a default hereunder. Defaults shall include those
defaults contained in the Credit Terms and Conditions executed by the
undersigned.

GENERAL PROVISIONS. Lender may delay or forgo enforcing any of its rights or
remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive any
applicable statute of limitations, presentment, demand for payment, protest and
notice of dishonor. Upon any change in the terms of this Note, and unless
otherwise expressly stated in writing, no party who signs this Note, whether as
maker, guarantor, accommodation maker or endorser, shall be released from
liability. All such parties agree that Lender may renew or extend (repeatedly
and for any length of time) this loan, or release any party or guarantor or
collateral; or impair, fail to realize upon or perfect Lender's security
interest in the collateral; and take any other action deemed necessary by Lender
without the consent of or notice to anyone. All such parties also agree that
Lender may modify this loan without the consent of or notice to anyone other
than the party with whom the modification is made.

PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF
THIS NOTE, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS. BORROWER AGREES TO
THE TERMS OF THE NOTE AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE NOTE.


BORROWER:

NEW ARTS ACQUISITION, INC.                       Robert P. Barbarowicz
                                                 Executive Vice President
  /s/    ROBERT P. BARBAROWICZ                   General Counsel and Secretary
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         Authorized Officer