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                                                                   EXHIBIT 10.49
                   [LETTERHEAD OF LOOMIS BENEFITS WEST, INC.]


                                January 1, 2002


Ward Benefits Administrators & Insurance Services, Inc.
610 West Ash Street, Suite 1500
San Diego, CA 92101

Gentlemen:

Commission Arrangement

        Ward Benefits Administrators & Insurance Services, Inc. ("Ward
Benefits") has been engaged in the business of providing third party insurance
administration and related services to various businesses and insurance
providers. Ward Benefits has advised us that Ward Benefits intends to cease
engaging in such business activities in the immediate future.

        Loomis Benefits West, Inc. ("LBW") intends to engage in the business of
providing third party insurance administration and related services to various
businesses and insurance providers. Ward Benefits has agreed to assist LBW in
LBW's efforts to engage in such business activities, and LBW has agreed to
compensate Ward Benefits for such assistance in accordance with the terms and
conditions set forth below. The assistance to be provided to LBW by Ward
Benefits includes introducing and referring to LBW business prospects that may
require benefit administration services of the type to be provided by LBW.

        1.      Customer Introduction and Referrals. Ward Benefits shall use
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reasonable, good faith efforts to (i) introduce and refer to LBW potential
customers that may require benefit administration services of the type to be
provided by LBW, and (ii) cause its affiliates (including

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Commission Arrangement                -2-                        January 1, 2002


Ward North America Holding, Inc.) to refer to LBW potential customers that may
require benefit administration services of the type to be provided by LBW.

        2.      Commissions. In consideration for the services to be provided
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for the benefit of LBW by Ward Benefits pursuant to Paragraph 1 above, LBW shall
pay Ward Benefits an amount equal to (a) four percent (4%) of LBW's Base Gross
Revenue (as hereinafter defined) for each of LBW's first two (2) fiscal years
ending after January 1, 2002, and (b) six percent (6%) of LBW's Base Gross
Revenue for each of LBW's third (3rd) through tenth (10th) fiscal years ending
after January 1, 2002 (the "Base Revenue Commissions"). Base Revenue Commissions
shall be payable to Ward Benefits monthly in arrears on or before the last day
of the month following the month for which the Base Revenue Commissions are
payable. Payment of Base Revenue Commissions shall be accompanied by a document
reasonably identifying the customers and amounts for which payment is made.

        3.      Business Development Consideration. In addition to the Base
                ----------------------------------
Revenue Commissions, LBW shall pay Ward Benefits an amount equal to ten percent
(10%) of the Gross Revenue derived by LBW from Referred Customers (as
hereinafter defined) for each of LBW's first ten (10) fiscal years ending after
January 1, 2002 (the "Business Development Consideration"). Business Development
Consideration shall be calculated quarterly and paid in arrears to Ward Benefits
within thirty (30) days following each calendar quarter. Payment of Business
Development Consideration shall be accompanied by a document reasonably
identifying the customers and amounts for which payment is made.

        4.      Defined Terms.  The following terms shall have the following
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meanings when used in this letter agreement:

                (a)     "Base Gross Revenue" shall mean Gross Revenue exclusive
of Gross Revenue derived from Referred Customers.

                (b)     "Gross Revenue" shall mean commissions and third party
administration fees earned and received by LBW in the ordinary course of LBW's
business less brokerage fees

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Commission Arrangement                -3-                        January 1, 2002


and commissions payable by LBW, refunds, rebates, credits, discounts and similar
items. Gross Revenue shall be determined on a cash basis.

                (c)  "Referred Customers" shall mean customers of LBW that were
not previously customers of Ward Benefits and that become customers of LBW
after the date of this letter agreement through direct referral by any company
affiliated with Ward North America Holding, Inc. ("Ward Affiliate") or through a
broker or insurer referred by a Ward Affiliate, but shall exclude all business
that LBW and Thomas Hedford develop by direct broker contact with existing
brokers, and shall also exclude any past, present or future contacts that are
developed.

        5.      No Obligation of LBW. Notwithstanding anything in this letter
                --------------------
agreement to the contrary, LBW shall be under no obligation to, and shall have
no liability to Ward Benefits for any failure to, engage in any business
activities or to take any actions or expend any sums in furtherance of LBW's
business activities and operations. All business activities and operations of
LBW shall be undertaken at the sole discretion of LBW, and LBW shall not be
liable to Ward Benefits for damages of any kind arising or resulting from LBW's
engagement or non-engagement in business activities and operations.

        6.      Indemnification and Reimbursement by Ward Benefits. Ward
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Benefits shall indemnify and hold harmless LBW and its representatives,
stockholders, controlling persons, and affiliates (collectively, the
"Indemnified Persons"), and will reimburse the Indemnified Persons, for any
loss, liability, claim, damage, expense (including reasonable costs of
investigation and defense and reasonable attorneys' fees) or diminution of
value, whether or not involving a third-party claim, arising from or in
connection with any liabilities, duties and obligations of Ward Benefits are and
shall remain the sole responsibility of Ward Benefits.

        7.      Independent Contractor. Ward Benefits is an independent
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contractor for all purposes under this letter agreement. Nothing in this letter
agreement shall be deemed to constitute either party a partner of the other or a
member of a joint venture enterprise with the other.

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Commission Arrangement                -4-                        January 1, 2002


        8.      Jurisdiction; Service of Process. Any action or proceeding
                --------------------------------
seeking to enforce any provision of, or based on any right arising out of, this
letter agreement shall be brought against any of the parties only in the courts
of the Commonwealth of Pennsylvania, County of Berks, or, if it has or can
acquire jurisdiction, in the United States District Court for the Eastern
District of Pennsylvania, and each of the parties consents to the jurisdiction
of such courts (and of the appropriate appellate courts) in any such action or
proceeding and waives any objection to venue laid therein. The parties
acknowledge and agree that the courts referenced in this Paragraph 8 shall have
exclusive jurisdiction over any action or proceeding arising out of this letter
agreement and any such action or proceeding shall be brought only in such
courts. The prevailing party in any such action or proceeding shall be entitled
to recover its reasonable attorneys' fees and costs.

        9.      Entire Agreement and Modification. This letter agreement
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supersedes all prior agreements between the parties with respect to its subject
matter and constitutes a complete and exclusive statement of the terms of the
agreement between the parties with respect to its subject matter. This letter
agreement may not be amended except by a written agreement executed by the party
to be charged with the amendment.

        10.     Governing Law. This letter agreement will be governed by and
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construed under the laws of the Commonwealth of Pennsylvania without regard to
conflicts of laws principles.

        11.     Counterparts. This letter agreement may be executed in one or
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more counterparts, each of which will be deemed to be an original copy of this
agreement and all of which, when taken together, will be deemed to constitute
one and the same agreement.

        12.     Limited Audit Rights. Ward Benefits shall have the right, to be
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exercised not more often than twice per calendar year, with respect to each of
LBW's first ten (10) fiscal years ending after January 1, 2002, at its sole
expense and following not less than thirty (30) days prior written notice, to
cause its designated representatives to review and copy the financial books and

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Commission Arrangement                -5-                        January 1, 2002


records of LBW pertaining to the Gross Revenue of LBW for periods for which LBW
is obligated to make payments to Ward Benefits hereunder. Such review shall be
conducted at the offices of LBW on dates mutually agreed upon by the parties.

        If this letter accurately sets forth our mutual agreement, please sign
where indicated below.




                                                LOOMIS BENEFITS WEST, INC.


                                                By /s/ J. R. Loomis
                                                   -----------------------
                                                   Name:  James R. Loomis
                                                   Title: President


Agreed to this ____ day of January, 2002.


WARD BENEFITS ADMINISTRATORS &
INSURANCE SERVICES, INC.

By /s/ Jeff Ward
   ----------------------------
   Name:  Jeff Ward
   Title: CEO