FIRST AMENDMENT TO AT WILL EMPLOYMENT AGREEMENT

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                                                                    EXHIBIT 10.5

                                FIRST AMENDMENT
                                       TO
                          AT WILL EMPLOYMENT AGREEMENT

      THIS FIRST AMENDMENT TO AT WILL EMPLOYMENT AGREEMENT (the "Amendment") is
made and entered into as of the 15th day of April, 1998, by and between Xxxxxxx
X. Xxxx, an individual ("Employee"), and NATIONAL INSURANCE GROUP, a California
corporation ("National"), and any and all of its subsidiaries that currently
exist or may exist in the future.

      WHEREAS, Employee and National entered into that certain at will
employment agreement, dated May 7, 1997 (the "Employment Agreement"); and 

      WHEREAS, Employee and National desire to amend the Employment Agreement
as provided herein.

      NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Employee and National hereby
agree to the following:

      1.    Except to the extent the context required otherwise, all defined
terms used herein shall have the meaning ascribed to them in the Employment
Agreement.

      2.    Pursuant to Section 1.4 of the Employment Agreement, National is
currently holding $127,029.97 of cumulative Excess Commissions, as defined in
Section 1.4(a) of the Employment Agreement. National and the Employee hereby
amend the terms of the Employment Agreement such that the entire amount of the
cumulative Excess Commissions will be paid upon execution of this Amendment.
Employee hereby acknowledges that upon receipt of such payment he shall have
received all Cumulative Excess Commissions to which he is entitled and that
National shall have no further obligation to Employee with respect to any
Cumulative Excess Commissions.

      3.    Section 1.4(d) of the Employment Agreement is hereby deleted in its
entirety. Employee hereby acknowledged that he shall have no rights under the
Employment Agreement or otherwise to purchase any common stock of any
subsidiary of National in any initial public offering or otherwise or at any
particular price.

      4.    Each party has read, understands and agrees to the terms of this
Amendment and the undersigned are duly authorized to execute this Amendment for
themselves or on behalf of the party for which they are signing. Except as
amended or modified




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hereby, the Employment Agreement shall remain in full force and effect, and,
except as specifically set forth herein, this Amendment shall not operate or be
construed to change, modify, extend, restrict, broaden or otherwise affect the
Employment Agreement.

      5.    This Amendment may be executed in counterparts, each of which shall
be deemed an original and all of said counterparts shall constitute but one and
the same instrument.

            IN WITNESS WHEREOF, the parties have executed this Amendment to be
effective as of the date set forth above.

                                       EMPLOYEE:


                                       /s/ XXXXXXX X. XXXX
                                       ----------------------------------------
                                           Xxxxxxx X. Xxxx

                                       


                                       NATIONAL


                                       /s/ XXXX X. XXXXXXX
                                       ----------------------------------------
                                           Xxxx X. Xxxxxxx
                                           Chairman of the Board and
                                           Chief Executive Officer




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