<PAGE>
 
                                 EXHIBIT 10.33

                     [LOGO OF IMPERIAL BANK APPEARS HERE]

                                     NOTE

$ 1,741,841.30                WALNUT CREEK, California,             JUNE 2, 1998

On October 5, 2002, and as hereinafter provided, for value received, the 
undersigned promises to pay to IMPERIAL BANK ("Bank") a California banking 
corporation, or order, at its EAST BAY REGIONAL office, the principal sum of $ 
1,741,841.30 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 2.500% 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 JUNE 5, 1998, and if not so paid
shall become a part of the principal. All payments shall be applied first to any
late charges owing, then to interest and the remainder, if any, to principal.
[X] (If checked), Principal shall be payable in instalments of $ 16,500.00 or
more, each installment on the 5th day of each MONTH, beginning June 5, 1998.
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, 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; the filing as to each person obligated 
hereon, whether as maker, co-maker, endorser or guarantor (individually or 
collectively referred to as the "Obligor") of a voluntary or involuntary 
petition under the provisions of the Federal Bankruptcy Act; the issuance of any
attachment or execution against any asset of any Obligor; the death of any 
Obligor; or any deterioration of the financial condition of any Obligor which 
results in the holder hereof considering itself, in good faith, insecure.

     If any instalment payment, interest payment, principal payment or principal
balance payment due hereunder is delinquent ten or more days, Obligor agrees to 
pay Bank 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
payment 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 attorneys 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.

THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THE CREDIT TERMS AND 
CONDITIONS AGREEMENT DATED SEPTEMBER 30, 1997 AND ALL AMENDMENTS THERETO AND 
REPLACEMENTS THEREFOR.

ANCHOR PACIFIC UNDERWRITERS, INC.
------------------------------------    ________________________________________

BY /s/ James R. Dunathan
------------------------------------    ________________________________________

____________________________________    ________________________________________
<PAGE>
 
                              FIRST AMENDMENT TO
                     CREDIT TERMS AND CONDITIONS AGREEMENT
                             AND ADDENDUM THERETO

This First Amendment ("Amendment") amends that certain Credit Terms and
Conditions dated September 30, 1997, by and between IMPERIAL BANK ("Bank") and
ANCHOR PACIFIC UNDERWRITERS, INC., a California corporation ("Borrower") and the
Addendum (the "Addendum") thereto, executed as October 15, 1997, and October 17,
1997, (collectively herein the Credit Terms and Conditions and the Addendum are
referred to as the "Agreement") as follows:

1.   The first grammatical paragraph in the Addendum is hereby deleted in its 
entirety.

2.   A new paragraph is hereby added to the end of the Addendum to read in its 
entirety as follows:

     "REFERENCE PROVISION.    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 the Credit Terms and
     Condition, this Addendum, any Security Agreement executed by
     Borrower in favor of Bank or any Note issued pursuant thereto or
     hereto (collectively, the "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 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
<PAGE>
 
     Court (or any subsequently enacted Rule). Each party shall have
     one peremptory challenge pursuant to CCP (S)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 (S)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 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 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
<PAGE>
 
     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 statue 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, (S)1280 through
     (S)1294.2 of the CCP as amended from time to time. The limitations with
     respect to discovery as set forth herein above shall apply to any such
     arbitration proceeding."

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

4.   This Amendment shall be effective as of June 2, 1998, the parties hereby 
confirm that the Agreement as amended is in full force and effect.


ANCHOR PACIFIC UNDERWRITERS, INC.            IMPERIAL BANK
"BORROWER                                    "BANK"


By: /s/ James R. Dunathan                    By: ____________________________
   ----------------------------
   James R. Dunathan   

Its: President & CEO                         Its: ___________________________
    ---------------------------

By: /s/ Earl Wiklund
   ----------------------------
   Earl Wiklund

Its: SVP, Secretary
    ---------------------------