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                                                        Exhibit 10.1


                                   May 7 ,1997



National Insurance Group
395 Oyster Point Blvd., Suite 500
South San Francisco, CA  94080

Attention: Mark A. Speizer, Chairman and Chief Executive Officer

Dear Mr. Speizer:

This letter agreement (the "Agreement") confirms my understanding and agreement
that (i) the following terms and conditions were discussed with me prior to
being offered employment, and (ii) I agreed to them at that time and I accept
them as terms and conditions of my employment as an employee of National
Insurance Group, a California corporation ("National")or any of its subsidiaries
which currently exist or may exist in the future. The current subsidiaries of
National are Fastrac Systems, Inc., Fastrac Systems, Inc. Insurance Agent &
Broker, Pinnacle Data Corporation, and Great Pacific Insurance Company. Unless
the context requires otherwise, any references in this Agreement to the Company
shall mean National and its subsidiaries collectively.

My employment by the Company shall be as an employee of the Company
("Employment") and is subject to the terms and conditions set forth in this
Agreement, together with all written rules, policies and procedures of the
Company that may be in effect from time to time during my employment ("Policies
and Procedures").

1.      Compensation.

        1.1 Salary Compensation. My bi-weekly salary shall be $6,730.77 ("Salary
Compensation"), which shall be paid to me in accordance with payroll practices
and procedures of the Company, less any applicable withholdings, taxes as
required by law and any deductions authorized by me. My Salary Compensation
shall accrue from the first day of my Employment, which shall be May 26, 1997.
My Salary Compensation may be adjusted, to be increased or


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decreased on or after the first anniversary of my Employment if I am an employee
of the Company at such time.

        1.2 Bonus Plan. In addition to my Salary Compensation, I understand that
I shall be eligible to receive a bonus from the Company under a bonus plan;
provided, however, the minimum amount which shall be awarded to me as a bonus
during each Working Year as defined in Section 5(a) of this Agreement shall be
$20,000 and the maximum payable to me in any Working Year shall be $50,000. The
foregoing bonus shall be based on mutually agreed upon performance benchmarks
which shall be determined within ninety (90) days of the commencement of my
Employment. The minimum amount of the foregoing bonus shall be paid on a monthly
basis, and any additional amounts shall be paid upon my meeting the benchmarks
established by the Company. I understand that, except as provided above, there
is no guarantee, promise or assurance that I will be granted any other bonus
under any other bonus plan or, if I am awarded any other bonus, that any such
other award granted to me would be equal to those granted to other employees of
the Company, including but not limited to, officers who hold the same or similar
titles or offices or who perform the same or similar duties as me.

        1.3 Reimbursement for Reasonable Business Expenses. I further understand
that the Company will reimburse me for any reasonable business related expenses
incurred by me for travel (for air travel, coach fares only), entertainment or
other business expenses in accordance with the Policies and Procedures of the
Company. All requests for reimbursements or any advances by the Company for
expenses shall be on such forms as the Company may require with documentation or
substantiation of any such expenses. All requests for reimbursement of expenses
or advances shall be approved by one of the following officers of the Company
(i) the Chairman of the Board and Chief Executive Officer, (ii) the President;
or (iii) any Executive Vice President as may be designated by the Chairman or
the President. I understand that I may be issued one or more credit cards,
including, without limitation an American Express Corporate Card, issued to me
on the account of the Company. I agree that I will use any such charge only for
business purposes or, in the event that I use any such credit cards for personal
purposes, I will identify any such expense as personal in nature and pay to the
Company the amount of any such charges at the time the account is rendered to
the Company for payment by the credit


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card entity. The Company may revoke, modify or suspend its issuance
of credit cards to its employees, including me.

        1.4 Modification of Agreement of Employment Termination and Release. My
prior employment with the Company, which was rendered pursuant to a certain
Agreement for Employment, dated January 1, 1990 (the "Original Employment
Agreement"), and was terminated pursuant to a certain Agreement of Employment
Termination and Release, dated July 2, 1995 (the "Termination Agreement").
Pursuant to the Original Employment Agreement, as confirmed in the Termination
Agreement, I am entitled to receive certain commissions for a three year period
commencing January 1, 1995 (the "Commissions"). With respect to the Commissions
which would otherwise be earned and payable for the period after May 1, 1997,
the provisions relating to the payment of such Commissions shall be modified as
follows:

        a. To the extent the Commissions are earned in any given month, I shall
be paid $12,000 of the Commissions each month. If the amount of the Commissions
earned for a particular month is greater than $12,000, then the Company shall
hold such excess amount of Commissions (the "Excess Commissions"). The
cumulative amount of such Excess Commissions which remains unpaid, from time to
time, as hereinafter provided, shall be referred to as "Cumulative Excess
Commissions". The Company shall not be obligated to hold the Cumulative Excess
Commissions in a separate account, and shall not be obligated to pay me any
interest on the Cumulative Excess Commissions.

        b. If the amount of the Commissions earned for a particular month is
less than $12,000, then I shall be paid (i) the amount of the Commissions earned
for such month, plus (ii) an amount equal to the difference between the amount
of Commissions earned for such month and $12,000; provided however, the amount
payable under (ii) above shall only be paid to me from the Cumulative Excess
Commissions in an amount up to, but not in excess of, the total amount of the
Cumulative Excess Commissions, as it exists at such time. Any amounts so paid
from the Cumulative Excess Commissions shall reduce the amount of Cumulative
Excess Commissions.

        c. If my Employment is terminated at any time, the Company shall pay 
to me promptly the total amount, if any, of the


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Cumulative Excess Commissions which exist at that time, and if my Employment is
terminated prior to December 31, 1997 then any Commissions earned after the date
of such termination shall be paid in the same manner as they would have been
paid before the execution of this Agreement.

        d. If, at any time, while I am employed by the Company, when there
exists any Cumulative Excess Commissions, any subsidiary of National makes an
initial public offering of its common stock, then, by delivery of a written
notice to the Company prior to such initial public offering, I may elect to
accelerate the payment of all or a portion of amount of the Cumulative Excess
Commissions which exists at that time, which amounts shall be paid by the
Company to such subsidiary on my behalf in exchange for common stock of such
subsidiary at a purchase price per share which is equal to seventy-five percent
(75%) of the initial public offering price of the stock; provided, however, any
such purchase of common stock shall be subject to the approval of the
underwriter engaged by the subsidiary with respect to any such initial public
offering.

        e. Except as specifically provided herein, the terms and conditions of
the Termination Agreement shall remain unchanged and nothing provided herein
shall be construed to extend the period during which Commissions are earned or
to otherwise amend, change or modify the method by which Commissions are
determined.

2. Position and Title. My position shall be Executive Vice President, Business
Development and Strategic Marketing of National and I understand that I will be
elected as an officer of National and may be elected as an officer of one of
more of the subsidiaries of National. I shall have such duties as may be
assigned to me by the Chairman of the Board and Chief Executive Officer or the
President of National at any time or from time to time. I shall report to the
Chairman of the Board and Chief Executive Officer or to the President of
National if the Chairman so designates.

3. Work Hours; Exempt Employee Status. I agree that I will work at least forty
hours per week, during the normal business hours of the Company, prevailing
local time, however, I understand that I will not receive any additional
compensation for any hours that I work in excess of eight hours per day and
forty hours per week. As an executive officer of the Company with my duties as
Executive


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Vice President, Business Development and Strategic Planning, I understand and
agree that my duties may require my services in excess of the services performed
by other employees of the Company. I agree that I will devote my full time and
attention to the performance of my duties during business hours. I further agree
that I will not engage in any civic or other activities that would materially
interfere with the performance of my duties under this Agreement or as an
employee of the Company. I will not engage in any other business or commercial
activity. Notwithstanding the foregoing and provided any such service does not
involve more than one day per month, I may serve as a director of any other
corporation and/or organization as long as such service does not interfere with
my assigned duties at the Company and provided that any such service does not
constitute an actual or potential conflict of interest with the Company.

4. At Will Employment. I understand and agree that my Employment will be
"at-will". This means that the Company has the right to and can terminate my
Employment at any time, with or without cause, and without notice, and I can
terminate my Employment at any time, with or without cause, and without notice.
There is no promise that my Employment will continue for a specific period of
time, duration or term and there is no promise that my employment will be
terminated only under particular circumstances. NO POSITION WITHIN THE COMPANY
IS CONSIDERED PERMANENT. This Section 4 constitutes the entire agreement between
me and the Company regarding the term of my Employment.

5. Vacations. The following is the vacation policy of the Company applicable to
me.

        a. My paid vacation time ("Vacation Time") will accrue on the following
basis: (i) .0625 of a vacation day for each full working day worked at the
Company during each Working Year until such Vacation Time is modified by the
Company. A "Working Year" begins on the first day of my Employment and ends 365
continuous days thereafter.

        b. If I do not take any Vacation Time within 180 days from the end of
each Working Year of my Employment, the Company will require that I take my
accrued Vacation Time and will assign me Vacation Time that must be used by me.
I am required to take

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Vacation Time within the 180 day period described in Section 5.b because a
stacking of accrued Vacation Time beyond one Working Year into an extended
vacation may be a hardship on the Company.

        c. I will give advance written notice of the dates my Vacation Time is
to begin and end by completing the Company's Vacation Request Form then in
effect ("Vacation Request") and submitting it to my supervisor, no less than 60
days before my proposed Vacation Time will begin. I will be given a written
receipt for the Vacation Request and my supervisor will review my Vacation
Request with the Company's payroll supervisor. If my supervisor and the payroll
supervisor are unable to agree mutually to approve the Vacation Request, my
Vacation Request shall be forwarded to the Chief Executive Officer or President
of the Company for review (my supervisor, the payroll supervisor, and/or the
Chief Executive Officer or President shall be referred to herein as the
"Designated Persons"). The Designated Persons can, in their discretion, turn
down my request for the proposed dates of Vacation Time in my Vacation Request,
but the Designated Persons must provide me with alternative dates which I must
use instead. The Designated Persons will provide me with a written acceptance or
rejection of the Vacation Request no more than 30 days after I present it to my
supervisor.

6.      Health/Life/Welfare Plans.

        a. I will be eligible for coverage under the Company's
health/life/welfare plans ("plans"), as may be amended from time-to-time, on the
thirty-first consecutive day of my Employment; provided, however, long term
disability coverage will commence only on the ninety-first consecutive day of my
Employment. The Company shall pay the entire cost of dependent coverage for
medical, dental and vision care pursuant to the plans for my dependents eligible
for coverage through the Company provided plans which are in place from time to
time. Even though my dependents and I will be eligible for the plans on the
thirty-first consecutive day of my Employment (except in the case of long term
disability, in which case I will be eligible on the ninety-first consecutive day
of my Employment), the actual date coverage would go into effect on the plans,
as respects me or my dependents eligible for coverage, is at the sole discretion
of the plans' provider(s) (i.e., the insurance company or plans' trust).


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        b. Once my dependents and I are covered by the plans my
dependents and I will be covered until the earlier of the
following:

           i.       The date my Employment ceases, subject to Federal and
State laws and regulations regarding the termination date of such
coverage, or

           ii.      Coverage for my dependents or me or the Companies
under the plans is terminated by the insurance company or other
organization providing these benefits, or

           iii.     The insurance company or other organization providing
these benefits refuses to cover my dependents or me under any of
the plans.

7.      Sick Time.

        a. If I do not work because of illness, sickness, disease, accident or
disability, at the option of the Company, the Company, in its sole discretion,
may require me to bring a written notice from my physician, addressed to the
Company, on the day I return to work (i) indicating the reason I was unable to
work on the days that I missed work and stating "I have determined that (my
name) was too ill, sick, diseased, injured or disabled to report to work and
perform his duties from (insert date) to (insert date)", and (ii) stating that I
am now able to resume the duties I performed and work the number of hours I was
employed to work prior to such absence. I consent to the disclosure by my
physician to the Company of such medical information as the Company may be
legally entitled to obtain regarding my ability to perform my job.

        b. If sick time pay ("Sick Time") is provided by the Company, it is only
payable to me for the times when I am too ill, sick, diseased, injured or
disabled to do the work which I was then employed by the Company to do.

        c. Currently, the Company provides me with six (6) Sick Time days during
my Working Year. The Sick Time accrues at one-half day per each two consecutive
pay periods. At the end of any Working Year, all accrued unused Sick Time is
transferred to the next concurrent Working Year. No more than six (6) Sick Time
days may


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be used in any Working Year. If unused Sick Time days are carried over from one
Working Year to the next concurrent Working Year, then the amount of Sick Time
days I can accrue in that next concurrent Working Year shall be limited to the
difference between the unused Sick Time days carried forward to the next
concurrent Working Year and six (6) days.

        d.       The Company reserves the right to eliminate Sick Time upon
30 days' notice to its employees.

        e Normal visits to my doctor or dentist, which are not due to illness,
sickness, disease, accident or disability of a nature which prevented me from
performing the work which I was then employed by the Company to do, shall not be
considered Sick Time and I shall prearrange such visit with my supervisor.

8. Unpaid Absences. Any absence from work for any reason that is not expressly
compensated pursuant to this Agreement will result in a deduction from my salary
compensation, for the appropriate pay period, of an amount equal to the salary
compensation I would have been paid for the time of such absence and, in the
Company's discretion, I may not be allowed to make up time in this regard.
Nothing herein shall operate to authorize an unpaid absence.

9.      Other Benefits.

        9.1      Automobile Allowance.  The Company shall pay me $500 per
month as a reimbursement for automotive expenses, which is intended
to include, but not be limited to, any mileage allowance and
insurance reimbursement.

        9.2      Cellular Telephone Expenses.  I shall be reimbursed for
cellular telephone expenses related to the business of the Company.

        9.3      Laptop Computer.  I shall be provided an appropriate
laptop computer to use in my Employment which laptop computer shall
remain the property of the Company.

        9.4      Parking Space.  I shall be provided a reserved parking
space at the Company's building located at 395 Oyster Point
Boulevard, South San Francisco, California.



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10.     Travel Expectations. I understand that my duties as an employee shall
require that I travel during the term of my employment with the Company. The
areas in which I may travel and the frequency of my travel to perform my duties
as an employee may be changed from time to time in the sole discretion of the
Company.

11.     Proprietary Information. I agree to be bound by the terms of the 
Proprietary Information Agreement and exhibits thereto, which are attached as 
Exhibit "A" and incorporated by this reference ("Proprietary Agreement"), and,  
by the rules of confidentiality promulgated by the Company from time to time 
and applicable to employees of the Company.

12.     Outside Activities. Unless I receive official notification to the 
contrary in writing from either the Chairman of the Board and Chief Executive 
Officer or President of the Company ("Official Notice"), the Company does not 
now nor will it in the future sponsor any kind of event or activity for
employees or others, including, without limitation any athletic events. Any 
participation in an activity by any officer, manager or director of the Company 
does not in any way signify or imply a change to the foregoing. I assume 
personal risk for any injury or loss associated with any activity or event, 
whether I, or my dependents are participants or spectators, unless I have 
received Official Notice that such activity or event is sponsored by the
Company, in which case the activity or event shall be subject to the terms and 
conditions of that Official Notice.

13.     No Promises or Representations With Respect to Career, Advancement, 
Stock Ownership and Other Employment Issues.

        a. No promises of a career opportunity at the Company have been made to
me.

        b. No promises of future increases in Salary Compensation, or other
compensation payable by the Company have been made to me.

        c. Except as specifically provided herein, no promises of being able to
obtain ownership in the Company have been made to me.

        d. No promises of sharing the profits of the Company have been made to
me.
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        e. No promises of advancement in the Company have been made to me.

        f. No promises of a review of my work and/or performance at the Company
have been made to me, but the Company reserves the right to do so at any time.

        g. Except to the extent specifically provided herein, nothing contained
herein shall be deemed to terminate, amend or modify any agreement that I may
have with the Company, including, without limitation, any confidentiality and
nondisclosure agreements.

14.     Constitutional Rights and Offensive Conduct.  The Company has
advised me that it does not condone or approve any matter or thing,
written or oral:

        a. that denigrates any person, creed, color, sex, race, religion,
national origin, personal persuasion, derivation or political belief;

        b. or anything else that, to the reasonable employer or employee, would
be considered offensive.

15.     Consequences of Breach by Employee.  Any breach by me of the
terms and/or conditions of employment set forth in this Agreement
or the Policies and Procedures, may result in discipline up to and
including termination of my Employment.  Timely performance of my
duties of Employment is very important to the Company.

16.     References.  If and when the Company is asked for references
of any kind on prior or current employees, including me, the
Company may withhold any references for any reason.

17.     Conditions of Offer. This Agreement and the terms and conditions 
described in it are subject to (i) my first completing, signing and submitting 
an Application for Employment to the Company, and (ii) the receipt of the
following, which the Company may then deem acceptable: my references and
background information received from any present or past employer or supervisor,
educational institution, law enforcement agency, state and/or federal
administrator, credit bureau, collection agency, military branch, the National
Personnel Records Center for the purpose of


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obtaining my motor vehicle history, credit history and/or criminal history. I
hereby release any person and/or entity from any and all liability relating to
their furnishing any such information to the Company; provided, that such
information relating to me is factually correct.

18.     Modifications to this Agreement.

        a. No promises or changes in my Employment status or concerning any of
the terms and conditions of this Agreement or any other matter affecting or
relating to my relationship with the Company have been be made to me and I agree
that no such promises, or changes are valid unless they are made to me in
writing and signed by the Chairman of the Board and Chief Executive Officer or
President of the Company, or the person designated in writing by either of them
to make such promises or changes.

        b. This Agreement and the terms and conditions described in it cannot be
changed orally or by any conduct of either me or the Company or any course of
dealings between me or another and the Company. Oral agreements are not binding
on the Company. This Agreement is a fully-integrated agreement that stands on
its own and requires no other document to interpret its meaning, and is binding
by itself and covers all the issues raised within it.

19.     Worker's Compensation Insurance.  I have been informed that the
Company carries Workers' Compensation Insurance, as required by
law.

20.     Miscellaneous. If my Employment changes from the Company to any
subsidiary of the Company, then all of the above terms and conditions remain in
force with respect to my Employment by the entity for whom I previously worked  
and by the entity for whom I am then working. Any waiver by the Company of any
breach by me of any term or condition of this Agreement or the Policies and 
Procedures shall not be construed as a waiver of any subsequent breach by me of 
this Agreement or the Policies and Procedures. I acknowledge that I have 
received a copy of this Agreement.

21.     Arbitration.  Any dispute between me and the Company relating
to this Agreement, the Policies and Procedures or my Employment
shall be resolved by binding, non-appealable arbitration in
accordance with the Commercial Arbitration Rules of the American


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Arbitration Association, except as otherwise mandated by law or governmental
regulation. Any such arbitration shall occur in San Francisco, California. The
fees and expenses of the arbitrator for any arbitration under this Agreement
shall be paid by the Company.

22.     Governing Law.  This Agreement shall be governed by the laws
of the State of California.

23.     Severability. If any term, condition or provision of this Agreement is
held to be illegal, invalid, or unenforceable, such provision shall be full,
severable, and this Agreement shall be construed and enforced as if such
illegal, invalid, or unenforceable provision was never a part of this Agreement;
and the remaining provisions of this Agreement shall remain in full force and
effect and shall not be affected by the illegal, invalid, or unenforceable
provision or by its severance. In lieu of any such provision that is illegal,
invalid or unenforceable, there shall be added automatically as part of this
Agreement, a provision as similar in its terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.

24.     Headings.  The headings and captions for the various sections
and provisions of this Agreement are solely for the purpose of ease
of reference for the parties and will not be considered in any
manner as affecting the construction or interpretation of this
Agreement.

I have read the foregoing provisions of this Agreement, consisting of this and
the preceding twelve pages and I fully understand and agree to the terms and
conditions of this Agreement as a condition to my employment by the Company.


 /s/ Douglas H. Helm                                Dated: May 7,1997
--------------------------
Douglas H. Helm

ACCEPTED and AGREED
NATIONAL INSURANCE GROUP


By: /s/ Mark A. Speizer                             Dated: May 7, 1997
   --------------------------------
   Mark A. Speizer
   Chairman and Chief Executive Officer

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