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                                                                    EXHIBIT 10.6

[LOGO IMPERIAL BANK LOGO]

CONTINUING GUARANTEE

                          ORIGINATING OFFICE:

                              NAME OF OFFICE: East Bay Regional Office

                              STREET ADDRESS: 1331 N. California Blvd., Ste. 320

                       CITY, STATE, ZIP CODE: Walnut Creek, CA  94596-9504


     The undersigned (hereinafter referred to as "Guarantor") hereby requests
and authorizes IMPERIAL BANK (hereinafter referred to as the "Bank") to extend
credit to New Arts Acquisition, Inc. a Corporation (Designate type of entity) 
(hereinafter referred to as "Debtor"), and in consideration of the granting of
such credit by the Bank to Debtor, Guarantor agrees as follows:

     1.  The words "indebtedness" and "credit" are used herein in their most
comprehensive sense and include any and all advances, debts, obligations and
liabilities, including interest thereon, of Debtor heretofore, now or hereafter
made, incurred or created, with or without notice to Guarantor, whether
voluntary or involuntary and however arising, whether due or not due, absolute
or contingent, liquidated or unliquidated, determined or undetermined, whether
assumed by Debtor's successors, heirs or assigns by operation of law or
otherwise, and whether Debtor is liable individually or jointly with others,
and whether recovery upon any such indebtedness or credit is or hereafter
becomes barred by any statute of limitations or is or hereafter becomes
otherwise unenforceable.

     2.  Credit may be granted from time to time at the request of Debtor and
without further authorization from or notice to Guarantor, even though Debtor's
financial condition may have deteriorated since the date hereof. If Debtor is a
corporation or a partnership,the Bank need not inquire into the power of
Debtor or the authority of its officers, directors, partners or agents acting
or purporting to act in its behalf. Each credit heretofore or hereafter granted
to Debtor shall be considered to have been granted at the special instance and
request of Guarantor and in consideration of and in reliance upon this
guarantee.

     3.  Guarantor hereby unconditionally guarantees and promises to pay the
Bank or its order any and all indebtedness of Debtor to the Bank and to perform
any and all obligations of Debtor under the terms of any agreement or
instrument evidencing, securing or executed in connection with any such
indebtedness ("Credit Documents"). The liability of guarantor shall not at any
time exceed the sum of the amount set forth below, plus the interest thereon in
accordance with the Credit Documents and the costs, attorneys' fees and other
expenses provided for in Paragraph 15 hereof. If no amount is set forth below,
the liability of the Guarantor hereunder shall be unlimited. The Bank may permit
Debtor's indebtedness to exceed any maximum liability without impairing the
obligations of Guarantor hereunder. No payments made by or on behalf of
Guarantor to the Bank shall reduce any such maximum liability unless written
notice to that effect is received by the Bank at or prior to the time such
payment is made. If Guarantor has executed more than one guarantee of the
indebtedness of Debtor to the Bank, the guarantees shall be cumulative.

     4.  Either before or after revocation hereof and in such manner, upon such
terms and at such times as it considers best and with or without notice to
Guarantor, the Bank may alter, compromise, accelerate, extend or change the time
or manner for the payment of any indebtedness hereby guaranteed, increase or
reduce the rate of interest thereon, release or add any one or more guarantors
or endorsers, accept additional or substituted security therefor, or release or
subordinate any security therefor. No exercise or nonexercise by the Bank of any
right hereby given it, no dealing by the Bank with Debtor or any other person,
and no change, impairment or suspension of any right or remedy of the Bank shall
in any way affect any of the obligations of Guarantor hereunder or any security
furnished by Guarantor or give Guarantor any recourse against the Bank.

     5.

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     6.  Guarantor waives and agrees not to assert or take advantage of (a) any
right to require the Bank to proceed against the Debtor or any other person,
firm or corporation or to proceed against or exhaust any security held by it at
any time or to pursue any other remedy in its power; (b) the defense of the
statute of limitations in any action hereunder or for the collection of any
indebtedness or the performance of any obligation guaranteed hereby; (c) any
defense that may arise by reason of the incapacity, lack of authority, death or
disability of, or revocation hereof by any other or others or the failure of
the Bank to file or enforce a claim against the estate (either in
administration, bankruptcy, or other proceeding) of any other or others; (d)
demand, protest and notice of any kind including, without limiting the
generality of the foregoing, notice of the existence, creation or incurring of
new or additional indebtedness or of any action or non-action on the part of
the Debtor, the Bank, any endorser, creditor of Debtor or Guarantor under this
or any other instrument, or any other person whomsoever, in connection with any
obligation or evidence of indebtedness hereby guaranteed; (e) any defense based
upon an election of remedies by the Bank, including without limitation, an
election to proceed by nonjudicial rather than judicial foreclosure, which
election destroys or otherwise impairs subrogation rights of Guarantor or the
right of Guarantor to proceed against Debtor for reimbursement, or both,
including, without limitation, the impairment of subrogation rights arising by
virtue of California Civil Code 580(b) and 580(d); (f) any defense or right
based upon the fair value deficiency protections and provisions of California
Civil Code 580(a) and California Civil Procedure Code 726; and (g) any defense
or right based upon the acceptance by the Bank or an affiliate of the Bank of a
deed in lieu of foreclosure, without extinguishing the indebtedness, even if
such acceptance destroys, alters or otherwise impairs subrogation rights of
Guarantor or the right of Guarantor to proceed against Debtor for
reimbursement, or both.

     7.  Guarantor, by execution hereof, represents to the Bank that the
relationship between Guarantor and Debtor is such that Guarantor has access to
all relevant facts and information concerning the indebtedness and Debtor and
that the Bank can rely upon Guarantor having such access. Guarantor waives and
agrees not to assert any duty on the part of the Bank to disclose to Guarantor
any facts that the Bank may now or hereafter know about Debtor, regardless of
whether the Bank has reason to believe that any such facts materially increase
the risk beyond that which Guarantor intends to assume, or has reason to believe
that such facts are unknown to Guarantor, or has a reasonable opportunity to
communicate such facts to Guarantor. Guarantor is fully responsible for being
and keeping informed of the financial condition of Debtor and all circumstances
bearing on the risk of non-payment of the indebtedness guaranteed hereby.

     8.  Until all indebtedness of Debtor to the Bank has been paid in full,
even though such indebtedness is in excess of the liability of Guarantor,
Guarantor shall have no right of subrogation and waives any right to enforce
any remedy which the Bank now has or may hereinafter have against Debtor and
any benefit of and any right to participate in any security now or hereinafter
held by the Bank.

     9.  Except as otherwise provided in this paragraph, upon a default
hereunder or in any obligation guaranteed hereunder all existing or future
indebtedness of Debtor to Guarantor and, if Debtor is a partnership, any right
to withdraw any capital of Guarantor invested in Debtor, is hereby subordinated
to all indebtedness hereby guaranteed and, without the prior written consent of
the Bank, shall not be paid or withdrawn in whole or in part nor will Guarantor
accept any payment of or on account of any such indebtedness or as a withdrawal
of capital while this guarantee is in effect. At the Bank's request, Debtor
shall pay to the Bank all or any part of subordinated indebtedness and any
capital which Guarantor is entitled to withdraw. Each payment by Debtor to
Guarantor in violation of this paragraph shall be received in trust for the Bank
and shall be paid to the Bank immediately on account of the indebtedness of
Debtor to the Bank. No such payment shall reduce or affect in any manner
Guarantor's liability under any of the provisions of this guarantee. Guarantor
reserves the right to receive from Debtor payment of any salary for personal
services at the same monthly rate as that at which Guarantor has been paid
during the preceding twelve months, it being expressly understood that such
amount shall not be subordinated to the indebtedness guaranteed hereby.

    10.  Guarantor will file all claims against Debtor in any bankruptcy or
other proceeding in which the filing of claims is required by law upon any
indebtedness of Debtor to Guarantor and shall concurrently assign to the Bank
all of the Guarantor's rights thereunder. If Guarantor does not file any such
claim, the Bank, as Guarantor's attorney-in-fact, is hereby authorized to do so
in Guarantor's name or, in the Bank's discretion, to assign the claim and to
cause proof of claim to be filed in the name of the Bank's nominee. In all such
cases, whether in administration, bankruptcy or otherwise, the person or
persons authorized to pay such claims shall pay to the Bank the full amount
thereof and, to the full extent necessary for the purpose, Guarantor hereby 
assigns to the Bank all of the Guarantor's rights to any and all such payments
or distributions to which Guarantor would otherwise be entitled. If the amount
so paid is greater than the guaranteed indebtedness than outstanding, the Bank
will pay the amount of the excess to the person entitled thereto.

    11.  With or without notice to Guarantor, the Bank, in its sole discretion
and at any time and from to time either before or after delivery of any notice
of revocation hereunder and in such manner and upon such terms as it considers
fit, may (a) apply any or all payments or recoveries from Debtor, from Guarantor
or from any other guarantor under this or any other instrument or realized from
any security, in such manner and order or priority as the Bank elects, to any
indebtedness of Debtor to the Bank, whether or not such indebtedness is
guaranteed hereby or is otherwise secured or is due at the time of such
application; and (b) refund to Debtor any payment received by the Bank upon any
indebtedness hereby guaranteed and payment of the amount refunded shall be fully
guaranteed hereby. Any recovery realized from any other guarantor under this or
any other instrument shall be first credited upon that portion of the
indebtedness of Debtor to the Bank which exceeds Guarantor's maximum liability,
if any, hereunder.

    12.  The amount of Guarantor's liability and all rights, powers and
remedies of the Bank hereunder and under the Credit Documents and any other
agreement now or at any time hereafter in force between the Bank and Guarantor
shall be cumulative and not alternative, and such rights, powers and remedies
shall be in addition to all rights, powers and remedies given to the Bank by
law. 

    13.  Guarantor's obligations hereunder are independent of the obligations of
Debtor and, in the event of any default hereunder, a separate action or actions
may be brought and prosecuted against Guarantor whether action is brought
against Debtor or whether Debtor is joined in any such action or actions. The
Bank may maintain successive actions for other defaults. The Bank's rights
hereunder shall not be exhausted by its exercise of any of its rights or
remedies or by any such action or by any number of successive actions until and
unless all indebtedness and obligations hereby guaranteed have been paid and
fully performed.



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     14.  This is a continuing guarantee and Guarantor agrees that it shall
remain in full force until and unless Guarantor delivers to the Bank written
notice that it has been revoked as to credit granted subsequent to the effective
time of revocation as herein provided. Delivery of such notice shall be
effective by personal service upon an officer of the Bank at the originating
office of the Bank designated on the first page hereof or by mailing such notice
by certified or registered mail, return receipt requested, postage prepaid and
addressed to the Bank at the originating office designated on the first page
hereof. Regardless of how notice of revocation is given, it shall not be
effective until twelve o'clock noon Pacific Standard or Daylight Savings Time,
as the case may be, on the next succeeding Bank business day following the day
such notice is delivered, but delivery of such notice shall not affect any of
Guarantor's obligations hereunder with respect to credit granted prior to the
effective date of such revocation, nor shall it affect any of the obligations of
any other guarantor for the credit granted to Debtor hereunder. If the
originating office of the Bank designated above is not in existence at the time
notice of revocation is desired to be given, then such notice may be given in
the manner above provided by delivering the same to IMPERIAL BANK OFFICE at 9920
South La Cienega Boulevard, Inglewood, California 90301. 

     15.  Guarantor agrees to pay to the Bank without demand reasonable
attorneys' fees and all costs and other expenses which the Bank expends or
incurs in collecting or compromising any indebtedness of the Debtor, in
protecting the Bank's security under the Credit Documents or in enforcing this
guarantee against Guarantor or any other guarantor of any indebtedness hereby
guaranteed whether or not suit is filed, including, without limitation,
attorney's fees, costs and other such expenses incurred in any bankruptcy
proceeding. Guarantor warrants and represents that it is fully authorized by law
to execute this guarantee.

     16.  This guarantee shall benefit the Bank, its successors and assigns,
including the assignees of any indebtedness hereby guaranteed, and binds
Guarantor's successors and assigns. This guarantee is assignable by the Bank
with respect to all or any portion of the indebtedness and obligations
guaranteed hereunder, and, when so assigned, Guarantor shall be liable to the
assignees under this guarantee without in any manner affecting Guarantor's
liability hereunder with respect to any indebtedness or obligations retained by
the Bank. No delegation or assignment of this guarantee by any Guarantor shall
be of any force or effect or release Guarantor from any obligation hereunder.

     17.  No provision of this guarantee or right of the Bank hereunder can be
waived, nor can any Guarantor be released from his/her obligations hereunder,
except by a writing duly executed by an authorized officer of the Bank. Should
any one or more provisions of this guarantee be determined to be illegal or
unenforceable, all other provisions nevertheless shall be governed by and
construed in accordance with the laws of California, and Guarantor agrees to
submit to the jurisdiction of the Courts of California.

     18.  If more than one guarantor signs this guarantee, the obligation of all
such guarantors shall be joint and several. When the context and construction so
require, all words used in the singular shall be deemed to have been used in the
plural and the masculine shall include the feminine and neuter. Any married
person who signs this guarantee agrees that recourse may be had against separate
property for all obligations under this guarantee.

     19.  Except as provided in any other written agreement now or at any time
hereafter in force between the Bank and Guarantor, this guarantee shall
constitute the entire agreement of Guarantor with the Bank with respect to the
subject matter hereof and no representation, understanding, promise or condition
concerning the subject matter hereof shall be binding upon the Bank unless
expressed herein. Any notice to Guarantor shall be considered to have been duly
given when delivered personally or forty-eight hours after being mailed,
postage prepaid, to the address(es) set forth below or to such other address(es)
as Guarantor may from time to time designate by giving notice in the same manner
of notice to the Bank set forth in Paragraph 14 hereof.

     20.  Each of the undersigned Guarantors hereby acknowledges the receipt of
a true copy of this guarantee.

     21.  [  ] This guarantee is secured by a deed of trust dated            ,
19 , to Imperial Bancorp. as Trustee.


GUARANTEE AMOUNT $11,268,000.00

Executed by or on behalf of Guarantor(s) on September 11, 1997

   Signature of Guarantor(s)                       Address

National Insurance Group     395 Oyster Point Blvd., Ste. 500, S. San Francisco,
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By /s/ Greg Saunders, EVP, CFO                  
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L 115 E (Rev. 10/92)             Page 3 of 4