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                                                                   EXHIBIT 99.3a
                                 FIRST AMENDMENT
                               TO PROMISSORY NOTE

     THIS FIRST AMENDMENT TO PROMISSORY NOTE (the "Amendment") is an amendment
by and between ANCHOR PACIFIC UNDERWRITERS, INC., a Delaware corporation
("Obligor") and LEGION INSURANCE COMPANY, a Pennsylvania corporation ("Holder").
This Amendment is hereby incorporated into and shall be made part of the
Promissory Note, dated January 12, 2001 (the "Note"), entered into by and
between Obligor and Holder.

                                    RECITALS

     WHEREAS, pursuant to the Note, the entire principal amount which was the
subject of the Convertible Note, along with accrued interest thereon, was to be
payable by Obligor to Holder in one installment on or before June 30, 2001, or
the entire principle, along with the accrued interest thereon, was to have been
payable by Obligor to Holder by issuance to Holder of common shares of Obligor
in the event that Obligor completed a private placement of common stock, as
specified in the Note, on or before June 30, 2001;

     WHEREAS, the obligations of Obligor to Holder, pursuant to the Note, remain
outstanding and Obligor desires additional time to satisfy its obligations
promised in the Note;

     WHEREAS, Obligor and Holder now desire to amend the Note in certain
respects;

     NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged, and in consideration of the mutual promises and
undertakings set forth herein and intending to be legally bound hereby, the
Parties hereby agree as follows:

     1.  Obligor and Holder hereby agree that this Amendment shall be effective
         immediately upon execution;

     2.  Obligor and Holder hereby agree that Section 1 of the Note is amended
         to read in its entirety as follows:

     "1. Repayment of Principal and Accrued Interest. The entire principal
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     amount and accrued interest thereon shall be payable in one installment on
     December 31, 2001. A late fee shall be charged on all overdue amounts at
     ten percent (10%) per annum or the maximum amount permitted by law,
     whichever is greater. This Note may be prepaid at any time without
     permission or penalty."

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     3.  Obligor and Holder hereby agree that Section 5 of the Note is amended
         to read in its entirety as follows:

     "5. Automatic Redemption. This Note shall be automatically redeemable and
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     the outstanding balance of principal and accrued interest under this Note
     will be payable by the issuance of Obligor's common shares to Holder in the
     event, on or before December 31, 2001. Obligor completes a private
     placement of common stock resulting in gross proceeds to Obligor of not
     less than Three Million Dollars ($3,000,000) ("the Minimum Offering"), not
     including the redemption of this Note described herein. In such event,
     within ten (10) days following the completion of the Minimum Offering, this
     Note shall be redeemed and satisfied in full by the issuance by Obligor to
     Holder of the number of Obligor's common shares that, in the aggregate,
     will be equal in value to the then outstanding balance of principle and
     accrued interest under this Note. For purposes of this Note, the agreed
     value of each of Obligor's common shares to be issued to Holder hereunder
     shall be the per share price realized by Obligor in the Minimum Offering.

     4.  Obligor and Holder hereby agree that Section 6 of the Note is amended
         to read in its entirety as follows:

     "6. Note Purchase Agreement. In the event this Note is not redeemed by the
         -----------------------
     issuance of Obligor's common stock as provided in Section 5 above and
     Obligor fails to repay the principal amount and all accrued interest by
     December 31, 2001, this Note shall be subject to the terms of that certain
     Note Purchase Agreement between Holder and Ward North America Holding.
     Inc., dated January 12, 2001 (the "Note Purchase Agreement"). The Note
     Purchase Agreement grants Holder the right to cause Ward North America
     Holding Inc., to purchase all Holder's rights, title, and interests under
     this Note and the Security Agreement, including its security interest in
     the Novacon business and assets, by issuing to Holder, or its assignee, the
     number of shares of Ward North America Holding, Inc., having an aggregate
     value equal to the unpaid balance of principal and interest under this
     Note using an agreed value of four dollars ($4) per share."

     5.  Obligor and Holder also hereby agree that:

         (a)  Except as modified by this Amendment, the terms and provisions of
              the Note are hereby ratified and confirmed and are and shall
              remain in full force and effect. Should any inconsistency arise
              between this Amendment and the Note as to the specific matters
              that are the subject of this Amendment, the terms and conditions
              of this Amendment shall control;

         (b)  This Amendment may be executed in any number of counterparts, each
              of which shall be an original but all of which together shall
              constitute one and the same instrument;

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                (c)  The facsimile signature of any authorized representative of
                     a Party hereto may be used at all times and for all
                     purposes in place of an original signature.

                (d)  The Note, as amended by this Amendment, constitutes the
                     entire agreement among the Parties hereto on the specific
                     matters contained herein and no party shall be liable or
                     bound to any other Party hereto in any manner by any
                     warranties, representations or covenants except as
                     specifically set forth herein:

                (e)  No provision of the Note, as so amended, may be modified,
                     amended, waived or discharged, in whole or in part, except
                     in accordance with its terms.

        IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as
of the date set forth below.


ANCHOR PACIFIC                                  LEGION INSURANCE COMPANY
UNDERWRITERS, INC.

At San Diego, California                        At Philadelphia, Pennsylvania
this 21st day of November, 2001                 this ____ day of ________, 2001


BY: /s/ Jeffrey S. Ward                         BY: /s/ Andrew S. Walsh
    -------------------                             -------------------
    Jeffrey S. Ward                                 Andrew S. Walsh
    Chief Executive Officer                         Senior Vice-President and
                                                    General Counsel