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                                                                   EXHIBIT 10.2

                              [IMPERIAL BANK LOGO]

                                      NOTE

$2,000,000.00             San Francisco, California           September 10, 1996

On December 6, 1998, and as hereinafter provided, for value received, the
undersigned promises to pay to IMPERIAL BANK ("Bank"), a California banking
corporation, or order, at its San Francisco Regional Office, the principal sum
of $2,000,000.00 or such sums up to the maximum if so stated, as the Bank may
now or hereafter advance to or for the benefit of the undersigned in accordance
with the terms hereof, together with interest from date of disbursement or N/A,
whichever is later, on the unpaid principal balance  [ ] at the rate of       %
per year  [X] at the rate of 1.000% per year in excess of the rate of interest
which Bank has announced as its prime lending rate (the "Prime Rate"), which
shall vary concurrently with any change in such Prime Rate, or $250.00,
whichever is greater. Interest shall be computed at the above rate on the basis
of the actual number of days during which the principal balance is outstanding,
divided by 360, which shall, for interest computation purposes, be considered
one year.

Interest shall be payable  [X] monthly   [ ] quarterly  
[ ] included with principal  [X] in addition to principal  [ ] 
beginning October 10, 1996, and if not so paid shall become a part of the
principal. All payments shall be applied first to interest, and the remainder,
if any, on principal.  [X] (If checked), Principal shall be payable in
installments of $ *, or more, each installment on the 10th day of each month,
beginning January 10, 1997. Advances not to exceed any unpaid balance owing at
any one time equal to the maximum amount specified above, may be made at the
option of Bank.

     Any partial prepayment shall be applied to the installments, if any in
inverse order of maturity. Should default be made in the payment of principal
or interest when due, or in the performance or observance, when due in
accordance with the terms of the Credit Terms and Conditions between Bank and
the undersigned, of any item, covenant or condition of any deed of trust,
security agreement or other agreement (including amendments or extensions
thereof) securing or pertaining to this note, at the option of the holder
hereof and without notice or demand, the entire balance of principal and
accrued interest then remaining unpaid shall (a) become immediately due and
payable, and (b) thereafter bear interest, until paid in full, at the increased
rate of 5% per year in excess of the rate provided for above, as it may vary
from time to time.

      Defaults shall include, but not be limited to, the failure of the
maker(s) to pay principal or interest when due, in accordance with the terms of
the Credit Terms and Conditions between the Bank and the undersigned, or if any
event should occur under the terms of the Credit Terms and Conditions.

[X] If any installment payment or principal balance payment due hereunder is
delinquent ten or more days, Obligor agrees to pay a late charge in the amount
of 5% of the payment so due and unpaid, in addition to the payment; but nothing
in this paragraph is to be construed as any obligation on the part of the
holder of this note to accept payment of any installment past due or less than
the total unpaid principal balance after maturity.

     If this note is not paid when due, each Obligor promises to pay all costs
and expenses of collection and reasonable attorney's fees incurred by the
holder hereof on account of such collection, plus interest at the rate
applicable to principal, whether or not suit is filed hereon. Each Obligor
shall be jointly and severally liable hereon and consents to renewals,
replacements and extensions of time for payment hereof, before, at, or after
maturity; consents to the acceptance, release or substitution of security for
this note; and waives demand and protest and the right to assert any statute of
limitations. Any married person who signs this note agrees that recourse may be
had against separate property for any obligations hereunder. The indebtedness
evidenced hereby shall be payable in lawful money of the United States. In any
action brought under or arising out of this note, each Obligor, including
successor(s) or assign(s) hereby consents to the application of California law,
to the jurisdiction of any competent court within the State of California, and
to service of process by any means authorized by California law.

     No single or partial exercise of any power hereunder, or under any deed of
trust, security agreement or other agreement in connection herewith shall
preclude other or further exercises thereof or the exercise of any other such
power. The holder hereof shall at all times have the right to proceed against
any portion of the security for this note in such order and in such manner as
such holder may consider appropriate, without waiving any rights with respect
to any of the security. Any delay or omission on the part of the holder hereof
in exercising any right hereunder, or under any deed of trust, security
agreement or other agreement, shall not operate as a waiver of such right, or
of any other right, under this note or any deed of trust, security agreement or
other agreement in connection herewith.

* See Addendum attached.


                                  NATIONAL INSURANCE GROUP
                                  ------------------------------------------   

                                  BY  /s/ ROBERT P. BARBAROWICZ
                                     ---------------------------------------
                                      Robert P. Barbarowicz, E.V.P. General
                                      Counsel & Secretary

                                  BY  /s/ ROBERT J. LELIEUR
                                     ---------------------------------------
                                      Robert J. Lelieur, V.P. Treasurer &
                                        Controller

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                                ADDENDUM TO NOTE

Disbursements under the Note shall be available through December 10, 1996.

On said date, the outstanding balance of the disbursements under the Note shall
be converted to an amortizing loan payable in 24 equal monthly payments of
principal plus accrued interest, commencing January 10, 1997.

All principal and accrued but unpaid interest shall in any event be due and
payable on December 10, 1998.



NATIONAL INSURANCE GROUP


by:  /s/ ROBERT P. BARBAROWICZ
    -----------------------------------
     Robert P. Barbarowicz, E.V.P.
     General Counsel & Secretary


by:  /s/ ROBERT J. LELIEUR
    -----------------------------------
     Robert J. Lelieur, V.P. Treasurer
     & Controller