Exhibit 10.50

This Forbearance Agreement and Amendment to Promissory Note and Conditional Consent to Subsidiary Transactions ("Forbearance Agreement") is entered into as of January 02, 2002 ("Closing Date") by and between Comerica Bank - California, successor by merger to Imperial Bank ("Bank") and Anchor Pacific Underwriters, Inc., a Delaware corporation ("Borrower"). This Forbearance Agreement is made with reference to the following facts:

A. Borrower is currently indebted to Bank pursuant to the Loan Documents (as defined below). Borrower acknowledges that it is in default under the Loan Documents as set forth in Section I.C. below, and Borrower desires, inter alia, that Bank (i) temporarily forbear from exercising its rights and remedies as to existing defaults under the Loan Documents as of the date of execution of this Forbearance Agreement, and (ii) consent to the commission arrangement and sale of certain assets of Borrower's subsidiary Ward Benefits Administrators & Insurance Services, Inc., as described herein.

B. Bank desires full repayment of the amounts that may become due by Borrower under the Loan Documents. Bank is willing to temporarily forbear from exercising its rights and remedies as to existing defaults under the Loan Documents and to consent to the proposed sale of assets only in accordance with the terms and conditions set forth in this Forbearance Agreement.

C. THIS FORBEARANCE AGREEMENT ADDRESSES THE DEBTS AND/OR OBLIGATIONS OF BORROWER TO BANK WHICH ARE FULLY DESCRIBED HEREIN. THIS FORBEARANCE AGREEMENT DOES NOT PERTAIN TO ANY OTHER INDEBTEDNESS AND/OR OBLIGATIONS OF BORROWER (OR ANY OTHER PARTIES) TO BANK NOT SPECIFICALLY ADDRESSED IN THIS FORBEARANCE AGREEMENT. ALL TERMS AND PROVISIONS OF ANY AGREEMENTS BETWEEN BORROWER AND BANK INCLUDING, BUT NOT LIMITED TO, THE LOAN DOCUMENTS, NOT SPECIFICALLY MODIFIED HEREIN, SHALL REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THEIR ORIGINAL TERMS.

NOW, THEREFORE, in consideration of (i) the above recitals and the mutual promises contained in this Forbearance Agreement; (ii) the execution of this Forbearance Agreement and all documents, instruments and agreements required to be executed in accordance with this Forbearance Agreement; (iii) the satisfaction of all Conditions Precedent set forth in Section IX below; and for other and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, it is hereby agreed as follows:

1. Borrower and Bank are parties to that certain Credit Terms and Conditions dated September 30, 1997 and the Addendum thereto dated October 17, 1997 (as

amended, restated, modified, supplemented or revised from time to time, the "Credit Terms and Conditions").

2. In furtherance of the Credit Terms and Conditions, Borrower executed and delivered to Bank (i) a Promissory Note in the principal amount of $250,000 dated April 29, 1999; (ii) a Promissory Note in the original principal amount of $931,485.75 dated September 30, 1999, and
(iii) a Promissory Note in the principal amount of $200,000 dated December 16, 1999.

3. The Promissory Notes dated April 29, 1999 and December 16, 1999 have been repaid. The term "Note" shall hereinafter refer to the September 30, 1999 Promissory Note as amended, restated, modified, supplemented or revised from time to time.

4. In furtherance of the Credit Terms and Conditions, Borrower executed and delivered to Bank that certain Commercial Security Agreement dated December 7, 1999 (as amended, restated, modified, supplemented or revised from time to time, the "Security Agreement"). The Credit Terms and Conditions and the Security Agreement included a grant of a security interest in Borrower's Collateral.

5. Borrower has delivered to Bank (i) a warrant to purchase stock dated April 30, 1999, granting to Bank stock warrants in Borrower for a total of 100,000 shares of Borrower's Common Stock, and (ii) a warrant to purchase stock dated December 15, 1999, granting to Bank stock warrants in Borrower for a total of 80,000 shares of Borrower's Common Stock, on terms and conditions more fully set forth therein.

6. The documents referenced above and all documents and written amendments, notes and so forth related thereto are hereinafter collectively referred to as "Loan Documents." All capitalized terms not defined herein shall have the meaning described in the Loan Documents.

7. The Borrower acknowledges that the Loan Documents constitute duly authorized, valid, binding, fully perfected and continuing agreements and obligations of Borrower to Bank, enforceable in accordance with their respective terms; and that Borrower has no claims, cross-claims, counterclaims, setoffs or defenses of any kind or nature which would in any way reduce or offset its obligations to Bank under the Loan Documents as of the date of this Forbearance Agreement.

December 31, 2000. Borrower acknowledges and agrees that but for this Forbearance Agreement, the Bank is fully entitled to exercise all of its rights and remedies under the Loan Documents, including but not limited to foreclosing on its Collateral. Borrower has no defense at law or equity, including the right of setoff, to the Bank's claims for repayment of the Existing Indebtedness.

1. Pursuant to the Credit Terms and Conditions, among other things, Borrower agreed that it would not sell any assets except in the ordinary and normal course of its business, or transfer any substantial part of its business or any assets unless Borrower received the written consent of Bank Borrower desires that its wholly-owned subsidiary, Ward Benefits Administrators & Insurance Services, Inc. ("WBA") cease its business operations, enter into a commission arrangement (the "Commission Arrangement") with Loomis Benefits West, Inc. ("Loomis"), and sell certain assets ("WBA Assets") to Loomis. The terms and conditions of the Commission Arrangement and proposed sale are outlined in a letter from Loomis to WBA dated January 1, 2002. Borrower has requested that Bank consent to the cessation of WBA's business, the Commission Arrangement and the sale of WBA Assets.

2. Bank has agreed that if the Conditions to Bank's Consent set forth in Section V of this Forbearance Agreement are satisfied, Bank is willing to consent to the matters described in the foregoing Section I(D).

Nothing contained in this Forbearance Agreement shall be interpreted as or be deemed a release or a waiver by Bank of any of the terms and conditions of the Loan Documents, or any other documents, instruments and agreements between the parties hereto except as specifically provided in this Forbearance Agreement. Unless specifically modified herein, all other terms and provisions of the Loan Documents shall remain in full force and effect in accordance with their original terms, and are hereby ratified and confirmed in all respects. This Forbearance Agreement does not constitute a waiver or release by Bank of any obligations between Borrower and Bank, or a waiver by Bank of any defaults by Borrower under the Loan Documents, unless expressly so provided herein, nor between Bank and any other person or entity. The Bank has no duty to advance any funds under the Loan Documents.

C. Borrower further acknowledges and agrees that Bank's agreement to forbear during the Forbearance Period concerns only Borrower's defaults which have been identified herein and exist as of the date of execution of this Forbearance Agreement ("Existing Defaults"), but not as to any defaults which may arise in the future or which are unknown to Bank.

The Note is hereby amended as follows:

A. The section of the Note entitled "Payment" is amended by replacing the term "$16,500.00" with the term "$20,000.00."

B. The following is added as an additional provision of the section of the Note entitled "Payment:"

"In addition to the monthly payments of principal and interest prescribed herein, Borrower shall make the following payments toward the principal balance of this Note:

$37,500 due on or before January 31, 2002.

$37,500 due on or before February 28, 2002."

The Bank's consent to the matters described in Section I(D) of this Forbearance Agreement shall not be binding upon Bank unless and until each of the following conditions to Bank's consent ("Consent Conditions") are met, or are waived in writing by Bank:

A. Borrower shall deliver to Bank an executed copy of the Commission Arrangement and an executed copy of the bill of sale for the WBA Assets.

B. Borrower's parent company, Ward North America Holding, Inc., a California corporation, shall execute and deliver to Bank the Guaranty of all obligations owed by Borrower to Bank in the form attached hereto as Exhibit "A" ("Guaranty").

C. WBA and Harden & Company Insurance Services, Inc. (each, a "Subsidiary Guarantor") shall execute and deliver to Bank a Reaffirmation of Guaranty in the form attached hereto as Exhibit "B."

D. Borrower shall pay Bank the sum of $37,500 on or before the Closing Date as a payment toward the principal amount owed on account of the Existing Indebtedness. This payment shall be the payment required to be made on or before January 31, 2002 under the Note as amended by Section IV of this Forbearance Agreement.

A. By execution of this Forbearance Agreement, Borrower agrees from and after the Closing Date, 100% of all proceeds of any future sale or other disposition of the remaining WBA assets (i.e., the fixed assets and certain miscellaneous assets remaining after the sale of the WBA Assets to Loomis) shall immediately be paid over to Bank as a payment toward the principal amount owed on account of the Existing Indebtedness. Borrower agrees to execute and deliver such further instruments and take such further action as may reasonably be requested by Bank in this regard, including, without limitation, the following:

B. As soon as practicable, but no later than fifteen (15) days after the Closing Date, Borrower shall deliver to Bank a fixed asset report with respect to WBA, listing the fixed assets of WBA by location and including a list of serial numbers or other means of identification as to the WBA fixed assets.

Contemporaneously with the execution of this Forbearance Agreement, Borrower shall:

A. Pay Bank a facility fee in the amount of $1,000.00; and

B. Reimburse Bank for all of Bank's costs and expenses, including attorneys' fees of Bank's outside counsel ("Costs"): (a) incurred in connection with enforcing Borrower's obligations under the Loan Documents; (b) incurred in connection with the negotiation, preparation and documentation of this Forbearance Agreement and all accompanying documents; and (c) all Costs of recording any instrument or document required hereunder to maintain and/or perfect Bank's security interests in the Collateral. The amount to be paid to Bank in connection with the preparation and documentation of this Forbearance Agreement is $8,700.00.

C. By execution of this Forbearance Agreement, Borrower authorizes Bank to collect the amounts set forth in this Section VII by charging Borrower's demand deposit account number 1891-52925-5.

A. In addition to any covenants, which exist in the Loan Documents, Borrower shall immediately give written notice to Bank in reasonable detail of:

1. Any change in the name of Borrower, or any company or partnership in which Borrower is a principal or retains a majority interest, including but not limited to any Subsidiary Guarantor. Borrower shall give Bank thirty days prior written notification of any such change;

2. Any change in the state of Borrower's incorporation, or relocation of Borrower's chief executive office. Borrower shall give Bank thirty days prior written notification of any such change or relocation;

3. Any change in the state of incorporation of any Subsidiary Guarantor, or relocation of any Subsidiary Guarantor's chief executive office. Borrower shall give Bank thirty days prior written notification of any such change or relocation

4. Any change in the present location of the Collateral referred to herein;

5. The occurrence of any Event of Default (as defined in Section XIII below), or any condition, event or act which, with the giving of notice or the passage of time or both, would constitute an Event of Default under this Forbearance Agreement;

6. Any termination or cancellation of any insurance policy which Borrower is required to maintain, or any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or other cause affecting the Collateral in excess of an aggregate sum of $100,000; and

7. Any litigation initiated by or against Borrower for an amount in excess of $50,000.

B. At any time and from time to time Borrower shall execute and deliver such further instruments and take such further action as may reasonably be requested by Bank to effect the purposes of this Forbearance Agreement.

This Forbearance Agreement shall not be binding upon Bank unless and until each of the following conditions precedent ("Conditions Precedent") are met, or are waived in writing by Bank:

A. Borrower shall have timely complied with and performed all of the acts and/or conditions specifically identified as conditions precedent in this Forbearance Agreement;

B. Borrower shall have paid Bank the sum of $37,500 in accordance with
Section V(D) of this Forbearance Agreement;

C. Borrower shall have reimbursed Bank for all of its Costs in accordance with Section VII above;

D. Bank shall have received the Guaranty duly executed by Ward North America Holding, Inc.;

E. Bank shall have received a fully executed Reaffirmation of Guaranty from WBA and Harden & Company Insurance Services, Inc.;

F. Borrower shall have executed and delivered to Bank corporate resolutions authorizing the execution of this Forbearance Agreement, certificates of

incumbency, good standing, and such other matters as Bank in its sole and absolute discretion may require, including those attached as Exhibit "C;" and

G. Bank shall have received such other documents, instruments and agreements, and obtained all necessary internal approvals as Bank may require.

As additional consideration for Bank to enter into this Forbearance Agreement, Borrower, for itself, its executors, administrators, general partners, limited partners, employees, representatives, shareholders, predecessors, subsidiaries and/or affiliates, parents, heirs, trustees, trustors, beneficiaries, successors-in-interest, transferees, assigns, officers, directors, managers, servants, employees, insurers, trustors, trustees, underwriters, successors, attorneys, and agents, now and in the future, and all persons acting by, through, under or in concert with Borrower, hereby releases and discharges Bank, and Bank's past, present and future administrators, affiliates, agents, assigns, attorneys, directors, employees, executors, heirs, officers, parents, partners, predecessors, representatives, parents shareholders, subsidiaries and successors, and each of them; and each of their respective administrators, affiliates, agents, assigns, attorneys, directors, employees, executors, heirs, officers, parents, partners, predecessors, representatives, shareholders, subsidiaries and successors, and each of them; and all persons acting by, through, under or in concert with one or more of them, from any liabilities or claims arising out of, related to or in any way connected any acts or omissions of Bank relating in any way to the Loan Documents, this Forbearance Agreement (except for matters relating to the performance of this Forbearance Agreement following the date of its execution) and Borrower's financial relationship with Bank and its predecessors-in-interest from the beginning of time through and including the date of execution of this Forbearance Agreement (collectively, "Released Matters").

Borrower understands and has been advised by its legal counsel of the provisions of Section 1542 of the California Civil Code, which provides as follows:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

Borrower understands and hereby waives the provisions of California Civil Code
Section 1542 and declares that it realizes it may have damages Borrower presently knows nothing about and that, as to them, Bank has been released pursuant to these release provisions. Borrower also declares that it understands that Bank would not agree to enter into this Forbearance Agreement if the release provisions set forth above did not cover damages and their results which may not yet have manifested themselves or may be unknown to or not anticipated at the present time by Borrower.

Borrower represents and warrants that Borrower is the owner of the claims hereby compromised and that Borrower has not heretofore assigned or transferred, nor purported to assign or transfer, to any person or entity ("Person") any of the Released Matters. Borrower further agrees to indemnify and hold harmless Bank from all liabilities, claims, demands,

damages, costs, expenses, and attorneys' fees incurred by Bank as the result of any Person asserting any such assignment or transfer of any rights or claims.

In addition to any other Events of Default set forth in this Forbearance Agreement or the Loan Documents, an "Event of Default" shall exist herein if any one or more of the following events occur:

A. Borrower shall fail to pay any payment as provided herein; or

B. Any representation or warranty made under this Forbearance Agreement, or any certificate or statement furnished or made to Bank pursuant thereto, shall prove to be untrue or misleading in any material respect as of the date on which such representation or warranty is made; or

C. Borrower shall take any action to the effect that, or make any claim that, the Loan Documents including this Forbearance Agreement are not legal, valid, binding agreements enforceable against any party executing same; or attempt in any way to terminate or declare ineffective or inoperative the same; or shall in any way whatsoever cease to give or provide the respective liens, security interests, rights, titles, interests, remedies, powers or privileges intended to be created thereby; or

D. A default, other than the Existing Defaults, shall occur in the performance of any material term, condition, covenant or agreement contained in the Loan Documents, in this Forbearance Agreement, or in connection with any other obligation owing by Borrower to Bank; or

E. Borrower shall do any of the following acts, or violate any other term or provision of this Forbearance Agreement: (i) apply for or consent to the appointment of a receiver, trustee, custodian, intervenor or liquidator of all or a substantial part of its assets; (ii) file a voluntary petition in bankruptcy court or admit in writing that it is unable to pay its debts as they become due; (iii) make a general assignment for the benefit of creditors; (iv) file a petition or answer seeking reorganization or take advantage of any bankruptcy or insolvency laws; (v) file an answer admitting any of the material allegations of, or consent to, or default in answering a petition filed against it, in any bankruptcy, reorganization or insolvency proceeding; or
(vi) take any action for the purpose of effecting any of the foregoing; or

F. A judgment(s) or order for entry of judgment shall be entered against Borrower in an aggregate amount exceeding the sum of $50,000 which is not stayed pending appeal, bonded or otherwise covered by insurance; or

G. Any of the following acts or events occur: (i) an order for relief, judgment or decree shall be entered by any court of competent jurisdiction or other competent authority approving a petition seeking reorganization of Borrower; (ii) an order shall be entered by any court of competent jurisdiction or other competent authority appointing a receiver, custodian, trustee, intervenor or liquidator for

Borrower as to all or substantially all of its assets, and such order, judgment or decree shall continue un-stayed and in effect for a period of sixty (60) days; or (iii) an involuntary petition seeking bankruptcy, reorganization or receivership shall be filed against Borrower which is not dismissed within sixty (60) days of the filing thereof; or (iv) an event of default under any of Borrower's obligations to the Bank; or

H. Any change should occur which, in the opinion of Bank, has resulted or could result in a Material Adverse Change.

If an Event of Default shall occur under this Forbearance Agreement, or any other agreement referenced herein or executed in connection herewith, Bank may exercise, at its election, and without notice, demand, protest or presentment (which notice, demand, protest and presentment are expressly waived) in addition to all rights and remedies granted to it in the Loan Documents, any or all of the following (failure to specify any remedy herein shall not limit Bank's remedies, nor be deemed to create a conflict or contradiction with the Loan Documents):

A. Bank's limited agreement to forbear under this Forbearance Agreement shall immediately and automatically cease, and Bank may exercise all of its rights and remedies and may declare all amounts owed under the Loan Documents immediately due and payable;

B. Bank may proceed to enforce the Loan Documents and this Forbearance Agreement and exercise any or all of the rights and remedies afforded to Bank by the California Commercial Code, the California Civil Code, the California Code of Civil Procedure or otherwise possessed by Bank;

C. Bank may, to the fullest extent permitted by law: (1) sell its Collateral or any interest therein at public or private sale for cash or upon credit and for immediate or future delivery and for such price and on such terms as Bank shall deem appropriate, and negotiate, endorse, assign, transfer and deliver to the purchaser or purchasers thereof (which may be Bank) the Collateral so sold, and each purchaser at any sale shall hold the property sold absolutely free from any claim or right on the part of Borrower (and Borrower hereby waives, to the extent permitted by law, all rights of redemption, stay and/or appraisal which Borrower now has or may at any time in the future have); and/or (2) obtain specific performance by Borrower of any covenant or undertaking of Borrower in the Loan Documents herein; and/or (3) without notice to Borrower, proceed by suit or suits at law or in equity to foreclose its security interest and sell its Collateral or any portion thereof pursuant to judgment or decree of a court, courts or referee having competent jurisdiction; and/or (4) without notice to Borrower, exercise any of its rights under, or foreclose its Collateral thereunder;

D. Without regard to the adequacy of Bank's Collateral, or to the solvency of Borrower, Bank may institute legal proceedings for the appointment of a receiver or receivers with respect to any or all of its Collateral pending foreclosure

hereunder or for the sale of any or all of its Collateral under the order of a court of competent jurisdiction or under other legal process;

E. Either personally, or by means of a court-appointed receiver, Bank may enter onto the premises where its Collateral is located and take possession of all or any of its Collateral and exclude therefrom Borrower and all others claiming under Borrower, and perform any acts necessary or appropriate to care for, maintain, preserve and protect its Collateral. In the event Bank demands or attempts to take possession of its Collateral in the exercise of any rights hereunder, Borrower promises and agrees to turn over promptly and to deliver complete possession thereof to Bank;

F. Without notice to or demand upon Borrower, Bank may make such payments and do such acts as Bank may deem necessary to protect its security interest in its Collateral including, without limitation, paying, purchasing, contesting or compromising any encumbrance, charge or lien which is prior to or superior to the security interests granted in the Loan Documents and, in exercising any such powers or authority, to pay all expenses incurred in connection therewith; and/or

G. Enforce any of the rights and remedies available to it under the Loan Documents or this Forbearance Agreement, or according to applicable law.

All rights and remedies granted to Bank hereunder are cumulative, and Bank shall have the right to exercise any one or more of such rights and remedies alternatively, successively or concurrently as Bank may, in its sole and absolute discretion, deem advisable.

If the incurring of any debt or the payment of money or transfer of property made to Bank by or on behalf of Borrower should for any reason subsequently be declared to be "fraudulent" or "preferential" within the meaning of any state or federal law relating to creditor's rights, including, without limitation, fraudulent conveyances, preferences or otherwise voidable or recoverable payments of money or transfers of property, in whole or in part, for any reason (collectively, "Voidable Transfers") under the Bankruptcy Code or any other federal or state law, and Bank is required to repay or restore any such Voidable Transfer or the amount or any portion thereof, or upon the advice of its in-house counsel or outside counsel is advised to do so, then, as to such Voidable Transfer or the amount repaid or restored (including all reasonable costs, expenses and attorneys' fees of Bank related thereto), the liability of Borrower under the Loan Agreement, and all of Bank's rights and remedies under the Loan Agreement and this Forbearance Agreement shall automatically be revived, reinstated and restored and shall exist as though such Voidable Transfer had never been made to the extent of any harm to Bank.

Borrower represents and warrants that the execution, delivery and performance of this Forbearance Agreement will not (i) render Borrower insolvent as that term is defined below; (ii) leave Borrower with remaining assets which constitute unreasonably small capital given the nature of Borrower's business; or (iii) result in the incurrence of Debts (as defined below) beyond Borrower's ability to pay them when and as they mature and become due and payable. For the purposes of this paragraph, "Insolvent" means that the present fair salable value of assets is less

than the amount that will be required to pay the probable liability on existing Debts as they become absolute and matured. For the purposes of this paragraph, "Debts" includes any legal liability for indebtedness, whether matured or unmatured, liquidated or unliquidated, absolute, fixed or contingent. Borrower hereby acknowledges and warrants that it, in its corporate capacity that Borrower have derived or expect to derive a financial or other benefit or advantage from this Forbearance Agreement.

To:     Peter M. Drees
        Vice President
        Comerica Bank - California
        11512 El Camino Real, Suite 350
        San Diego, California 92130
        Fax No. (858) 509-2365

Copy:   Pillsbury Winthrop LLP
        101 West Broadway, Suite 1800
        San Diego, California 92101
        Fax No.: (619) 236-1995
        Attn: Lori Partrick, Esq.
        Fax No. (619) 236-1995

All notices required to or permitted to be given to Borrower under this Forbearance Agreement shall be addressed as follows:

To: Ted Filley
Senior Vice President Anchor Pacific Underwriters, Inc. 610 West Ash Street, Suite 1500 San Diego, California 92101 Fax No. (619) 557-0408

The above addresses may be changed effective upon receipt of a new address. Any notice required herein or permitted to be given shall be in writing and be personally served or sent by facsimile (upon confirmation of receipt) and overnight United States mail and shall be deemed given when sent or, if mailed, when deposited in the United States mail so long as it is properly addressed.

Borrower hereby represents and warrants that:

Agreement. Except for Events of Default identified in this Forbearance Agreement, no Event of Default has occurred and/or is continuing.

Each party hereto represents and warrants to each other party that (i) it has authority to execute this Forbearance Agreement; (ii) the execution, delivery and performance of this Forbearance Agreement does not require the consent or approval of any person, entity, governmental body, trust, trustor or other authority; (iii) this Forbearance Agreement is a valid, binding and legal obligation of the undersigned enforceable in accordance with its terms, and does not contravene or conflict with any other agreement, indenture or undertaking to which any party hereto is a party; and (iv) each party hereto is the sole and lawful owner of all right, title, and interest in and to every claim and other matter which the party purports to settle or compromise herein.

In the event any action (whether or not in a court proceeding) shall be required to interpret, implement, modify, or enforce the terms and provisions of this Forbearance Agreement, or to declare rights under same, the prevailing party in such action shall recover from the losing party all of its fees and costs, including, but not limited to, the reasonable attorneys' fees and costs (if applicable) of Bank's outside counsel.

This Forbearance Agreement shall be construed and interpreted in accordance with and shall be governed by the laws of the state of California. The parties also hereby agree to submit to the jurisdiction of the California courts with respect to all matters relating to this Forbearance Agreement.

This Forbearance Agreement shall be binding on and inure to the benefit of all of the parties hereto, and upon the heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, and each of them. The terms and provisions of this Forbearance Agreement are for the exclusive benefit of Borrower and Bank, and may not be transferred, assigned, pledged, set over or negotiated to any person or entity without the prior express written consent of Bank. Notwithstanding any other provisions contained herein, Bank may sell, transfer, negotiate, assign or grant participations in all or a portion of its rights in any of the Loan Documents, in this Forbearance Agreement, to any person or entity without prior notice to Borrower, provided, however, that any such assignee shall be bound by the terms and provisions of the Loan Documents and this Forbearance Agreement.

BORROWER AND BANK EACH HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY OF THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

This Forbearance Agreement constitutes the entire agreement between Bank and Borrower arising out of, related to or connected with the subject matter of this Forbearance Agreement. Any supplements, modifications, waivers or terminations of this Forbearance Agreement shall not be binding unless executed in writing by the parties to be bound thereby. No waiver of any provision of this Forbearance Agreement shall constitute a waiver of any other provisions of this Forbearance Agreement (whether similar or not), nor shall such waiver constitute a continuing waiver unless otherwise expressly so provided. However, this Forbearance Agreement does not alter or amend any provision of any of the Loan Documents except to the extent of the provisions expressly set forth herein.

This Forbearance Agreement may be executed in any number of counterparts each of which, when so executed and delivered, shall be deemed an original, and all of which together shall constitute but one and the same agreement.

In the event that any term or provision of this Forbearance Agreement contradicts any term or provision of any other document, instrument or agreement between the parties including, but not limited to, any of the Loan Documents, the terms of this Forbearance Agreement shall control. If any provision of this Forbearance Agreement shall be invalid, illegal or otherwise unenforceable, such provision shall be severable from all other provisions of this Forbearance Agreement, and the validity, legality and enforceability of the remaining provisions of this Forbearance Agreement shall not be adversely affected or impaired, and shall thereby remain in full force and effect.

All headings contained herein are for convenience purposes only, and shall not be considered when interpreting this Forbearance Agreement.

The parties hereto shall cooperate with each other in carrying out the terms and intent of this Forbearance Agreement, and shall execute such other documents, instruments and agreements as are reasonably required to effectuate the terms and intent of this Forbearance Agreement.

Each party hereto acknowledges that (i) it has been represented by counsel of its own choice at each stage in the negotiation of this Forbearance Agreement; (ii) it has relied on such counsel's advice throughout all of the negotiations which preceded the execution of this Forbearance Agreement, and in connection with the preparation and execution of this Forbearance Agreement;
(iii) such counsel has read this Forbearance Agreement; (iv) such counsel has advised such party concerning the validity and effectiveness of this Forbearance Agreement, and the transactions to be consummated in accordance therewith and/or each party has had the opportunity to consult with counsel and has voluntarily waived doing so; and (v) each party hereto is freely and voluntarily entering into this Forbearance Agreement.

COMERICA BANK - CALIFORNIA,
a California banking corporation

By: ___________________________________ Dated: ____________, 2001

Title _________________________________

ANCHOR PACIFIC UNDERWRITERS, INC.,
a Delaware corporation

By: ___________________________________ Dated: ____________, 2001

Title: ________________________________

[Guaranty - Ward North America Holding, Inc.]

[Reaffirmation of Guaranty]

[Corporate Resolutions]

Exhibit 10.51

A. COMERICA BANK - CALIFORNIA, successor by merger to Imperial Bank ("Bank") and ANCHOR PACIFIIC UNDERWRITERS, INC. ("Borrower") are parties to that certain Credit Terms and Conditions Agreement dated September 30, 1997 and the Addendum thereto dated October 17, 1997 (as amended, restated, modified, supplemented or revised from time to time, the "Credit Terms and Conditions").

B. Borrower is in default under the Agreement.

C. Borrower and the undersigned Guarantor share an identity of interests as members of a consolidated group of companies engaged in substantially similar businesses; the making of Loans and other financial accommodations will enhance the overall financial strength and stability of Guarantor's corporate group.

D. In order to induce Bank to forbear as to certain defaults and to enter into the Forbearance Agreement and Amendment to Promissory Note and Conditional Consent to Subsidiary Transactions (the "Forbearance Agreement"), and acknowledging that Bank would not enter into the Forbearance Agreement without the benefit of this Guaranty, and as a condition precedent to Bank `s obligations under the Forbearance Agreement, Guarantor hereby unconditionally and irrevocably guarantees the prompt and complete payment of all amounts that Borrower owes to Bank and performance by Borrower of the Credit Terms and Conditions and any other agreements between Borrower and Bank, as amended from time to time (collectively referred to as the "Agreements"), in strict accordance with their respective terms.

NOW THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. If Borrower does not perform its obligations in strict accordance with the Agreements, Guarantor shall immediately pay all amounts due thereunder (including, without limitation, all principal, interest, and fees) and otherwise to proceed to complete the same and satisfy all of Borrower's obligations under the Agreements.

2. If there is more than one Guarantor, the obligations hereunder are joint and several, and whether or not there is more than one Guarantor, the obligations hereunder are independent of the obligations of Borrower, and a separate action or actions may be brought and prosecuted against Guarantor whether action is brought against Borrower or whether Borrower be joined in any such action or actions. Guarantor waives the benefit of any statute of limitations affecting its liability hereunder or the enforcement thereof, to the extent permitted by law.

Guarantor's liability under this Guaranty is not conditioned or contingent upon the genuineness, validity, regularity or enforceability of the Agreements.

3. Guarantor authorizes Bank, without notice or demand and without affecting its liability hereunder, from time to time to (a) renew, extend, or otherwise change the terms of the Agreements or any part thereof; (b) take and hold security for the payment of this Guaranty or the Agreements, and exchange, enforce, waive and release any such security; and (c) apply such security and direct the order or manner of sale thereof as Bank in its sole discretion may determine.

4. Guarantor waives any right to require Bank to (a) proceed against Borrower or any other person; (b) proceed against or exhaust any security held from Borrower; or (c) pursue any other remedy in Bank's power whatsoever. Bank may, at its election, exercise or decline or fail to exercise any right or remedy it may have against Borrower or any security held by Bank, including without limitation the right to foreclose upon any such security by judicial or nonjudicial sale, without affecting or impairing in any way the liability of Guarantor hereunder. Guarantor waives any defense arising by reason of any disability or other defense of Borrower or by reason of the cessation from any cause whatsoever of the liability of Borrower. Guarantor waives any setoff, defense or counterclaim that Borrower may have against Bank. Guarantor waives any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or any other rights against Borrower. Until all of the amounts that Borrower owes to Bank have been paid in full, Guarantor shall have no right of subrogation or reimbursement for claims arising out of or in connection with this Guaranty, contribution or other rights against Borrower, and Guarantor waives any right to enforce any remedy that Bank now has or may hereafter have against Borrower. Guarantor waives all rights to participate in any security now or hereafter held by Bank. Guarantor waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, and notices of acceptance of this Guaranty and of the existence, creation, or incurring of new or additional indebtedness. Guarantor assumes the responsibility for being and keeping itself informed of the financial condition of Borrower and of all other circumstances bearing upon the risk of nonpayment of any indebtedness or nonperformance of any obligation of Borrower, warrants to Bank that it will keep so informed, and agrees that absent a request for particular information by Guarantor, Bank shall have no duty to advise Guarantor of information known to Bank regarding such condition or any such circumstances. Guarantor waives the benefits of California Civil Code sections 2809, 2810, 2819, 2845, 2847, 2848, 2849, 2850, 2899 and 3433.

5. Guarantor acknowledges that, to the extent Guarantor has or may have certain rights of subrogation or reimbursement against Borrower for claims arising out of this Guaranty, those rights may be impaired or destroyed if Bank elects to proceed against any real property security of Borrower by non-judicial foreclosure. That impairment or destruction could, under certain judicial cases and based on equitable principles of estoppel, give rise to a defense by Guarantor against its obligations under this Guaranty. Guarantor waives that defense and any others arising from Bank's election to pursue non-judicial foreclosure. Without limiting the generality of the foregoing, Guarantor waives any and all benefits and defenses under California Code of Civil Procedure Sections 580a, 580b, 580d and 726, to the extent they are applicable.

6. If Borrower becomes insolvent or is adjudicated bankrupt or files a petition for reorganization, arrangement, composition or similar relief under any present or future provision of the United States Bankruptcy Code, or if such a petition is filed against Borrower, and in any

such proceeding some or all of any indebtedness or obligations under the Agreements are terminated or rejected or any obligation of Borrower is modified or abrogated, or if Borrower's obligations are otherwise avoided for any reason, Guarantor agrees that Guarantor's liability hereunder shall not thereby be affected or modified and such liability shall continue in full force and effect as if no such action or proceeding had occurred. This Guaranty shall continue to be effective or be reinstated, as the case may be, if any payment must be returned by Bank upon the insolvency, bankruptcy or reorganization of Borrower, Guarantor, any other guarantor, or otherwise, as though such payment had not been made.

7. Any indebtedness of Borrower now or hereafter held by Guarantor is hereby subordinated to any indebtedness of Borrower to Bank; and such indebtedness of Borrower to Guarantor shall be collected, enforced and received by Guarantor as trustee for Bank and be paid over to Bank on account of the indebtedness of Borrower to Bank but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty.

8. Guarantor agrees to pay a reasonable attorneys' fee and all other costs and expenses which may be incurred by Bank in the enforcement of this Guaranty. No terms or provisions of this Guaranty may be changed, waived, revoked or amended without Bank's prior written consent. Should any provision of this Guaranty be determined by a court of competent jurisdiction to be unenforceable, all of the other provisions shall remain effective. This Guaranty, together with any agreements (including without limitation any security agreements or any pledge agreements) executed in connection with this Guaranty, embodies the entire agreement among the parties hereto with respect to the matters set forth herein, and supersedes all prior agreements among the parties with respect to the matters set forth herein. No course of prior dealing among the parties, no usage of trade, and no parol or extrinsic evidence of any nature shall be used to supplement, modify or vary any of the terms hereof. There are no conditions to the full effectiveness of this Guaranty. Bank may assign this Guaranty without in any way affecting Guarantor's liability under it. This Guaranty shall inure to the benefit of Bank and its successors and assigns. This Guaranty is in addition to the guaranties of any other guarantors and any and all other guaranties of Borrower's indebtedness or liabilities to Bank.

9. Guarantor represents and warrants to Bank that (i) Guarantor has taken all necessary and appropriate action to authorize the execution, delivery and performance of this Guaranty, (ii) execution, delivery and performance of this Guaranty do not conflict with or result in a breach of or constitute a default under Guarantor's Articles of Incorporation or Bylaws or other organizational documents or agreements to which it is party or by which it is bound, and (iii) this Guaranty constitutes a valid and binding obligation, enforceable against Guarantor in accordance with its terms.

10. Guarantor covenants and agrees that Guarantor shall do all of the following:

10.1. Guarantor shall maintain its corporate existence, remain in good standing in California, and continue to qualify in each jurisdiction in which the failure to so qualify could have a material adverse effect on the financial condition, operations or business of Guarantor. Guarantor shall maintain in force all licenses, approvals and agreements, the loss of which could have a material adverse effect on its financial condition, operations or business.

10.2. Guarantor shall comply with all statutes, laws, ordinances, directives, orders, and government rules and regulations to which it is subject if non-compliance with such laws could adversely affect the financial condition, operations or business of Guarantor.

10.3. At any time and from time to time Guarantor shall execute and deliver such further instruments and take such further action as may reasonably be requested by Bank to effect the purposes of this Agreement.

10.4. Guarantor shall not transfer, assign, encumber or otherwise dispose of any shares of capital stock or other equity interest Guarantor may now have or hereafter acquire in Borrower.

11. This Guaranty shall be governed by the laws of the State of California, without regard to conflicts of laws principles. GUARANTOR WAIVES ANY RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. Guarantor submits to the exclusive jurisdiction of the state and federal courts located in San Diego County, California.

IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty as of this ___ day of January, 2002.

WARD NORTH AMERICA HOLDING, INC.

By:_______________________________
Title:____________________________