<PAGE>

                                                                   Exhibit 4.10a

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                                    WARRANT

                                  TO PURCHASE

                                   SHARES OF

                                 COMMON STOCK

                                      OF

                       ANCHOR PACIFIC UNDERWRITERS, INC.

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<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
1.   General Terms......................................................       1
     1.1  Right to Acquire Securities...................................       1
     1.2  Exercise of Warrant...........................................       2
     1.3  Record Holder.................................................       2
     1.4  Payment of Taxes..............................................       2
     1.5  Transfer and Exchange.........................................       3

2.   Transfer of Securities.............................................       3
     2.1  Restrictions of Transfer......................................       3
     2.2  Cooperation...................................................       5

3.   Registration Rights................................................       5
     3.1  Rights of Warrantholders......................................       5
     3.2  Expenses......................................................       6
     3.3  Company Responsibilities......................................       7
     3.4  Indemnification...............................................       7
     3.5  Holder's Obligations..........................................       9
     3.6  Assignment....................................................       9

4.   Adjustments to Exercise Price and Warrant Shares...................       9
     4.1  Subdivision or Combination....................................       9
     4.2  Adjustment for Reorganization, Consolidation, Merger..........       9
     4.3  Miscellaneous Exercise Matters................................      11
     4.4  No Dilution or Impairment.....................................      11
     4.5  Notice of Adjustment..........................................      11
     4.6  Duty to Make Fair Adjustments in Certain Cases................      11

5.   Miscellaneous......................................................      12
     5.1  Entire Agreement..............................................      12
     5.2  Successors and Assigns........................................      12
     5.3  Governing Law.................................................      12
     5.4  Notices, Etc..................................................      12
     5.5  Delays or Omissions...........................................      12
     5.6  Survival......................................................      13
     5.7  Waivers and Amendments........................................      13
     5.8  Severability..................................................      13
     5.9  Registered Holder.............................................      13
     5.10 Titles and Subtitles..........................................      14
</TABLE>

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<TABLE>
<S>                                                                         <C>
EXERCISE NOTICE.........................................................    15

FORM OF ASSIGNMENT......................................................    16
</TABLE>

                                     -ii-
<PAGE>

                                    WARRANT
                     TO PURCHASE SHARES OF COMMON STOCK OF
                       ANCHOR PACIFIC UNDERWRITERS, INC.


THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS (A) COVERED
BY AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT, (B) IN COMPLIANCE WITH
RULE 144 UNDER SUCH ACT, OR (C) THE COMPANY HAS BEEN FURNISHED WITH AN OPINION
OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT NO REGISTRATION IS REQUIRED
FOR SUCH TRANSFER.

                                                  _______ Shares of Common Stock

     1.   General Terms.
          -------------

          1.1  Right to Acquire Securities.
               ---------------------------

          (a)  This Warrant certifies that for value received _________
     ____________, (the "Holder"), or registered assigns, are entitled at any
     time before 5:00 p.m., San Francisco, California time, on the Expiration
     Date (as such term is defined herein) to purchase from ANCHOR PACIFIC
     UNDERWRITERS, INC., a Delaware corporation (the "Company"), ______ shares
     (the "Warrant Shares") of the fully paid and non-assessable Common Stock of
     the Company ("Common Stock") as constituted on the date hereof (the
     "Issuance Date"), at a price of $0.50 per share (the "Exercise Price"),
     such number of shares and price per share subject to adjustment as provided
     herein and all subject to the conditions set forth herein. This Warrant may
     be exercised at any time on or before five years from the date hereof (the
     "Expiration Date").

               Upon any partial exercise hereof, there shall be issued to the
     Holder a new Warrant or Warrants with respect to the shares of Common Stock
     not so exercised. No fractions of a share of Common Stock will be issued
     upon the exercise of this Warrant, but if a fractional share would be
     issuable upon exercise the Company will pay in cash the fair market value
     thereof as determined by the Board of Directors of the Company in good
     faith.

                                      -1-
<PAGE>

          (b)  The Warrant may be subdivided, at the Warrantholder's option,
     into several warrants to purchase the Warrant Shares (collectively, also
     referred to as the "Warrant"). Such subdivision may be accomplished in
     accordance with the provisions of Section 1.5 hereof.

          1.2  Exercise of Warrant.
               -------------------

          (a)  The Holder or any person or entity to whom the Holder has
     assigned its right under this Warrant (collectively referred to as the
     "Warrantholder") may exercise the Warrant, in whole or in part, at any time
     or from time to time, prior to its expiration, on any business day, by
     delivering a written notice in the form attached hereto (the "Exercise
     Notice") to the Company at the offices of the Company designated in Section
     5.4 hereof, exercising the Warrant and specifying (i) the total number of
     shares of Common Stock the Warrantholder will purchase pursuant to such
     exercise and (ii) a place and date not less than one nor more than 20
     business days from the date of the Exercise Notice for the closing of such
     purchase.

          (b)  At any closing under Section 1.2(a) hereof, (i) the Warrantholder
     will surrender the Warrant and make payment to the Company of the aggregate
     Exercise Price for the shares of Common Stock so purchased by bank,
     cashier's or certified check and (ii) the Company will deliver to the
     Warrantholder a certificate or certificates for the number of shares of
     Common Stock issuable upon such exercise, together with cash, in lieu of
     any fraction of a share, as provided in Section 1.1(a) above.  Upon any
     partial exercise, a new warrant or warrants of the same tenor and
     expiration date for the purchase of the number of such shares not purchased
     upon such exercise shall be issued by the Company to the registered holder
     thereof.

          1.3  Record Holder.  A Warrant shall be deemed to have been exercised
               -------------
immediately prior to the close of business on the date of its surrender for
exercise as provided in Section 1.2(b) above, and the person entitled to receive
the shares of Common Stock issuable upon such exercise shall be treated for all
purposes as the holder of such shares of record as of the close of business on
such date.

          1.4  Payment of Taxes.  The Company shall pay all taxes and other
               ----------------
governmental charges that may be imposed in respect of the issue or delivery of
the Warrant Shares or any portion thereof.  The Company shall not be required,
however, to pay any tax or other charge imposed in connection with any transfer
involved in the issue of any certificate for the Warrant Shares or any portion
thereof in any name other than that of the registered holder of the Warrant
surrendered in connection with the purchase of such shares, and in such case the
Company shall not be required to issue

                                      -2-
<PAGE>

or deliver any certificate until such tax or other charge has been paid or it
has been established to the Company's satisfaction that no tax or other charge
is due.

          1.5  Transfer and Exchange.
               ---------------------

          (a)  Subject to the terms hereof, including, without limitation,
     Section 2.1, the Warrant and all rights thereunder are transferable, in
     whole or in part, on the books of the Company maintained for such purpose
     at its office designated in Section 5.4 hereof by the registered holder
     hereof in person or by duly authorized attorney, upon surrender of the
     Warrant properly endorsed and upon payment of any necessary transfer tax or
     other governmental charge imposed upon such transfer.  Upon any partial
     transfer, the Company will issue and deliver to such holder a new warrant
     or warrants with respect to the Warrant Shares not so transferred.  Each
     taker and holder of the Warrant, by taking or holding the same, consents
     and agrees that the Warrant when endorsed in blank shall be deemed
     negotiable, and that when the Warrant shall have been so endorsed, the
     holder may be treated by the Company and all other persons dealing with the
     Warrant as the absolute owner of such Warrant for any purpose and as the
     person entitled to exercise the rights represented thereby, or to the
     transfer on the books of the Company, any notice to the contrary
     notwithstanding; but until such transfer on such books, the Company may
     treat the registered holder of the Warrant as the owner for all purposes.
     The term "Warrant" as used herein shall include the Warrant and, any
     warrants delivered in substitution or exchange therefor as provided herein.

          (b)  The Warrant is exchangeable for a warrant or warrants for the
     same aggregate number of Warrant Shares, each new Warrant to represent the
     right to purchase such number of shares as the holder shall designate at
     the time of such exchange.

     2.   Transfer of Securities.
          ----------------------

          2.1  Restrictions of Transfer.  Neither the Warrant nor the Warrant
               ------------------------
Shares shall be transferable except upon the conditions specified in this
Section 2.1, which conditions are intended to insure compliance with the
provisions of the Securities Act of 1933 (the "1933 Act") in respect to the
transfer of the Warrant and the Warrant Shares.

          (a)  Unless and until otherwise permitted by this Section 2.1, the
     Warrant and each certificate or other document evidencing any of the
     Warrant Shares shall be endorsed with a legend substantially in the
     following form:

                                      -3-
<PAGE>

     "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
     ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR
     OTHERWISE TRANSFERRED UNLESS (A) COVERED BY AN EFFECTIVE
     REGISTRATION STATEMENT UNDER SUCH ACT, (B) IN COMPLIANCE WITH
     RULE 144 UNDER SUCH ACT, OR (C) THE COMPANY HAS BEEN FURNISHED
     WITH AN OPINION OF COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY
     TO THE EFFECT THAT NO REGISTRATION IS REQUIRED FOR SUCH TRANSFER"

          (b)  Neither the Warrant nor the Warrant Shares shall be transferred,
     and the Company shall not be required to register any such transfer, unless
     and until one of the following events shall have occurred:

               (i)    the Company shall have received an opinion of counsel, in
          form and substance reasonably acceptable to the Company and its
          counsel, stating that the contemplated transfer is exempt from
          registration under the 1933 Act as then in effect, and the Rules and
          Regulations of the Securities and Exchange Commission (the
          "Commission") thereunder.  Within five business days after delivery to
          the Company and its counsel of such an opinion, the Company either
          shall deliver to the proposed transferor a statement to the effect
          that such opinion is not satisfactory in the reasonable opinion of its
          counsel (and shall specify in detail the legal analysis supporting any
          such conclusion) or shall authorize the Company's transfer agent to
          make the requested transfer;

               (ii)   the Company shall have been furnished with a letter from
          the Commission in response to a written request in form and substance
          acceptable to counsel for the Company setting forth all of the facts
          and circumstances surrounding the contemplated transfer, stating that
          the Commission will take no action with regard to the contemplated
          transfer;

               (iii)  the Warrant or the Warrant Shares are transferred pursuant
          to a registration statement which has been filed with the Commission
          and has become effective; or

               (iv)   the Warrant or the Warrant Shares are transferred in
          accordance with the provisions of Rule 144 promulgated by the
          Commission under the 1933 Act.

                                      -4-
<PAGE>

          (c)  The restrictions on transfer imposed by this Section 2.1 shall
     cease and terminate as to the Warrant and the Warrant Shares when (i) such
     securities shall have been effectively registered under the 1933 Act and
     sold by the holder thereof in accordance with such registration, (ii) an
     acceptable opinion as described in Section 2.l(b)(i) or a "no action"
     letter described in Section 2.l(b)(ii) states that future transfers of such
     securities by the transferor or the contemplated transferee would be exempt
     from registration under the 1933 Act, or (iii) such securities may be sold
     in accordance with the provisions of Rule 144 promulgated under the 1933
     Act. When the restrictions on transfer contained in this Section 2.1 have
     terminated as provided above, the holder of the securities as to which such
     restrictions shall have terminated or the transferee of such holder shall
     be entitled to receive promptly from the Company, without expense to him,
     new certificates not bearing the legend set forth in Section 2.1(a) hereof.

          2.2  Cooperation.  The Company shall cooperate in supplying such
               -----------
information as may be reasonably requested by the Warrantholder to complete and
file any information reporting forms presently or subsequently required by the
Commission as a condition to the availability of an exemption, presently
existing or subsequently adopted, from the 1933 Act for the sale of the Warrant
or the Warrant Shares.

     3.   Registration Rights.
          -------------------

          3.1  Rights of Warrantholders.  Holders of the Common Stock issued or
               ------------------------
issuable upon exercise of this Warrant (collectively, the "Registrable
Securities") shall have "piggyback" registration rights as set forth below:

          (a)  If, at any time, through and including the third anniversary of
     the date of this Warrant, the Company proposes to register any of its
     securities under the Act (other than in connection with a merger,
     acquisition, reorganization or similar transaction pursuant to a Form S-4
     Registration Statement or an employee stock compensation plan pursuant to a
     Form S-8 Registration Statement), it will give written notice by registered
     mail, at least (30) days prior to the filing of each such registration
     statement, to the Holder of its intention to do so.  If the Holder notifies
     the Company within 20 days after receipt of any such notice of its desire
     to include any Registrable Securities in such proposed registration
     statement, the Company shall afford such Holder the opportunity to have any
     of the Registrable Securities registered under such registration statement
     and included in any underwriting involved with respect thereto.

                                      -5-
<PAGE>

          (b)  Notwithstanding the provisions of Section 3 hereof:  (i) the
     Company shall have the right at any time after it shall have given written
     notice pursuant to this Section 3 (irrespective of whether a written
     request for inclusion of any Registrable Securities shall have been made)
     to elect not to file any such proposed registration statement, or to
     withdraw the same after the filing but prior to the effective date thereof;
     and (ii) in the event a registration under Section 3 hereof relates to an
     underwritten public offering which does not include any securities being
     offered and sold on behalf of selling shareholders, the inclusion of any
     Registrable Securities may, at the election of the Company, be conditioned
     upon the Holder agreeing that the public offering of such Registrable
     Securities shall not commence until 90 days after the effective date of
     such registration.

          (c)  The rights of the Holder pursuant to Section 3 hereof shall be
     conditioned upon such Holder's participation in the underwriting with
     respect thereto and the inclusion of such Holder's Registrable Securities
     in such underwriting (unless otherwise mutually agreed by the Company, the
     managing underwriter or, if none, a majority of the underwriters, and such
     Holder) to the extent provided herein.

          (d)  Notwithstanding any other provision of this Warrant, if the
     managing underwriter or, if none, a majority of the underwriters,
     determines that marketing factors require a limitation of the number of
     shares to be underwritten or a complete exclusion of such shares, such
     underwriter or underwriters may limit the number of Registrable Securities
     that may be included in the registration and underwriting or exclude all of
     the Registrable Securities, as appropriate.  In the case of an underwritten
     registration in which the number of Registrable Securities that may be
     included is limited, the Company shall advise the Holder of the limited
     number of Registrable Securities that may be included in the registration,
     and the number of Registrable Securities that may be included in the
     registration and underwriting shall be allocated among all Holders thereof
     in proportion, as nearly as practicable, to the respective amounts of
     Registrable Securities entitled to inclusion in such registration held by
     such Holders at the time of filing the registration statement.

          (e)  The Company shall (together with all Holders proposing to
     distribute their securities through an underwriting) enter into an
     underwriting agreement in customary form with the underwriter or
     underwriters selected for the underwriting.

                                      -6-
<PAGE>

          3.2  Expenses.
               --------

               All expenses incurred in connection with any registration
pursuant to this Warrant or Warrant Shares, including without limitation, all
registration, filing and qualification fees, printing expenses, fees and
disbursements of counsel for the Company, and expenses of any special audits
incidental to or required by such registration, shall be borne by the Company;
provided however the Company shall not be required to pay:

          (a)  fees of legal counsel of any Holder, or underwriters' fees,
     discounts, commissions or expenses relating to Registrable Securities; and

          (b)  for expenses that the Company is prohibited from paying under
     Blue Sky laws or by Blue Sky administrators.

          3.3  Company Responsibilities.
               ------------------------

               In the case of a piggyback registration of Warrant Shares, the
Company shall use its best efforts to keep the Holder advised in writing as to
the initiation, effectiveness and completion of such registration. At its
expense the Company shall:

          (a)  prepare and file a registration statement (and such amendments
     and supplements thereto) with respect to such Registrable Securities and
     use its best efforts to cause such registration statement to become and
     remain effective for a period of 180 days or until the Holder or Holders
     have completed the distribution described in the registration statement
     relating thereto, whichever first occurs;

          (b)  furnish such number of copies of a Prospectus in conformity with
     the requirements of applicable law, and such other documents incident
     thereto as a Holder from time to time may reasonably request; and

          (c)  use every reasonable effort to register or qualify the
     Registrable Securities covered by such registration statement under the
     state Blue Sky laws of such jurisdictions as the Company's Board of
     Directors may reasonably determine, and do any and all other acts and
     things which may be necessary under said Blue Sky laws to enable the
     sellers of the Registrable Securities to consummate the public sale or
     other disposition of the Registrable Securities owned by them in such
     jurisdictions, except that the Company shall not for any purpose be
     required to qualify to do business as a foreign corporation in any
     jurisdiction wherein the Registrable Securities are so qualified.

                                      -7-
<PAGE>

          3.4  Indemnification.
               ---------------

          (a)  The Company shall indemnify the Holder, with respect to such
     registration effected pursuant to Section 3 hereof, against all claims,
     losses, damages and liabilities (or actions in respect thereto) arising out
     of or based on any untrue statement (or alleged untrue statement) of a
     material fact contained in any registration statement or related
     Prospectus, or based on any omission (or alleged omission) to state therein
     a material fact required to be stated therein or necessary to make the
     statements therein not misleading, or any violation by the Company of any
     rule or regulation promulgated under any securities law applicable to the
     Company and relating to action or inaction required of the Company in
     connection with any such registration, and shall reimburse the Holder and
     each person who controls any such underwriter, for any legal and any other
     expenses reasonably incurred in connection with investigating or defending
     any such claim, loss, damage, liability or action, provided that the
     Company shall not be liable in any such case to the extent that any such
     claim, loss, damage or liability arises out of or is based on any untrue
     statement or omission based upon written information furnished to the
     Company in an instrument duly executed by such Holder specifically for use
     therein.

          (b)  The Holder shall, if Registrable Securities held by or issuable
     to the Holder are included in the securities as to which such registration
     is being effected, indemnify the Company, each of its directors and
     officers who sign such registration statement, each underwriter, if any, of
     the Company's securities covered by such a registration statement, each
     person who controls the Company within the meaning of the Act, and each
     other Holder, against all claims, losses, damages and liabilities (or
     actions in respect thereof) arising out of or based on any untrue statement
     (or alleged untrue statement) of a material fact contained in any such
     registration statement or related Prospectus, or any omission (or alleged
     omission) to state therein a material fact required to be stated therein or
     necessary to make the statements therein not misleading, and shall
     reimburse the Company and such Holders for any legal or any other expenses
     reasonably incurred in connection with investigating or defending any such
     claim, loss, damage, liability, or action, in each case to the extent, but
     only to the extent, that such untrue statement (or alleged untrue
     statement) or omission (or alleged omission) is made in such registration
     statement or related Prospectus in reliance upon and in conformity with
     written information furnished to the Company in an instrument duly executed
     by such Holder specifically for use therein.

          (c)  Each party entitled to indemnification under this Section 3.4
     (the "Indemnified Party") shall give notice to the party required to
     provide

                                      -8-
<PAGE>

     indemnification (the "Indemnifying Party") promptly after such Indemnified
     Party has actual knowledge of any claim as to which indemnity may be
     sought, and shall permit the Indemnifying Party to assume the defense of
     any such claim or any litigation resulting therefrom, provided that counsel
     for the Indemnifying Party, who shall conduct the defense of such claim or
     litigation, shall be approved by the Indemnified Party (whose approval
     shall not be unreasonably withheld), and the Indemnified Party may
     participate in such defense at such party's expense; and provided further
     that the failure of any Indemnified Party to give notice as provided herein
     shall not relieve the Indemnifying Party of its obligations under this
     Section 3.4.  No Indemnifying Party, in the defense of any such claim or
     litigation, shall, except with the consent of each Indemnified Party,
     consent to entry of any judgment or enter into any settlement, which does
     not include as an unconditional term thereof, the giving by the claimant or
     plaintiff to such Indemnified Party of a release from all liability in
     respect to such claim or litigation.

          3.5  Holder's Obligations.  The Holder shall furnish to the Company
               --------------------
such written information regarding such Holder and the distribution proposed by
such Holder as the Company may reasonably request in writing and as shall be
required in connection with any registration referred to in this Warrant.

          3.6  Assignment.  The rights granted to the Holder pursuant to this
               ----------
Warrant may be assigned to a transferee or assignee of the Warrant or any of the
Registrable Securities, provided that the transferee or assignee is an
affiliated entity of the Holder and the Company is given written notice at the
time of or within 10 days after said transfer, stating the name and address of
said transferee or assignee and identifying the Registrable Securities with
respect to which such registration rights are being assigned.

     4.   Adjustments to Exercise Price and Warrant Shares.  The Exercise Price
          ------------------------------------------------
in effect from time to time and the number of Warrant Shares shall be subject to
adjustment in certain cases as set forth in this Section 4.

          4.1  Subdivision or Combination.  In the event the outstanding Common
               --------------------------
Stock shall be subdivided into a greater number of shares of Common Stock, the
Exercise Price for the Warrant Shares shall, simultaneously with the
effectiveness of such subdivision, be proportionately reduced and the number of
Warrant Shares proportionately increased, and conversely, in case the
outstanding Common Stock shall be combined into a smaller number of shares of
Common Stock, the Exercise Price shall, simultaneously with the effectiveness of
such combination, be proportionately increased and the number of Warrant Shares
proportionately reduced.

                                      -9-
<PAGE>

          4.2  Adjustment for Reorganization, Consolidation, Merger.
               ----------------------------------------------------

          (a)  In case of any reorganization of the Company (or any other
     corporation the stock or other securities of which are receivable on the
     exercise of the Warrant) after the date on which this Warrant is first
     issued (the "Issuance Date"), or in case, after such date, the Company (or
     any such other corporation) shall consolidate with or merge into another
     corporation or convey all or substantially all of its assets to another
     corporation, then and in each such case the Warrantholder, upon exercise of
     the Warrant as provided in Section 1.2 hereof at any time after the
     consummation of such reorganization, consolidation, merger or conveyance,
     shall be entitled to receive, in lieu of the stock or other securities and
     property receivable upon the exercise of the Warrant prior to such
     consummation, the stock or other securities or property to which the
     Warrantholder would have been entitled upon such consummation if the
     Warrantholder had exercised or converted the Warrant immediately prior
     thereto; in each such case, the terms of this Warrant, including the
     exercise provisions of Section 1.2, shall be applicable to the shares of
     stock or other securities or property receivable upon the exercise or
     conversion of the Warrant after such consummation.

          (b)  The Company shall not effect any consolidation, merger or
     conveyance of all or substantially all of its assets unless prior to the
     consummation thereof the successor corporation (if other than the Company)
     resulting from such consolidation or merger or the corporation into or for
     the securities of which the previously outstanding stock of the Company
     shall be changed in connection with such consolidation or merger, or the
     corporation purchasing such assets, as the case may be, shall assume by
     written instrument, in form and substance satisfactory to the
     Warrantholder, executed and delivered in accordance with Section 5.4
     hereof, the obligation to deliver to the Warrantholder such shares of
     stock, securities or assets as, in accordance with the foregoing
     provisions, the Warrantholder is entitled to purchase.

          (c)  If a purchase, tender or exchange offer is made to and accepted
     by the holders of more than 50% of the outstanding shares of Common Stock
     of the Company, the Company shall not effect any consolidation, merger or
     sale with the Person having made such offer or with any Affiliate of such
     Person, unless prior to consummation of such consolidation, merger or sale
     the Warrantholder shall have been given a reasonable opportunity to then
     elect to receive either the stock, securities or assets then issuable upon
     the exercise or conversion of the Warrant or, if different, the stock,
     securities or assets, or the equivalent, issued to previous holders of the
     Common Stock in accordance with such offer, computed as though the
     Warrantholder hereof had been, at the time

                                     -10-
<PAGE>

     of such offer, a holder of the stock, securities or assets then purchasable
     upon the exercise or conversion of the Warrant. As used in this paragraph
     (c), the term "Person" shall mean and include an individual, a partnership,
     a corporation, a trust, a joint venture, an unincorporated organization and
     a government or any department or agency thereof, and an "Affiliate" of any
     Person shall mean any Person directly or indirectly controlling, controlled
     by or under direct or indirect common control with, such other Person. A
     Person shall be deemed to control a corporation if such Person possesses,
     directly or indirectly, the power to direct or cause the direction of the
     management and policies of such corporation, whether through the ownership
     of voting securities, by contract or otherwise.

          4.3  Miscellaneous Exercise Matters.  The Company shall at all times
               ------------------------------
reserve and keep available out of its authorized but unissued Common Stock the
full number of Warrant Shares deliverable upon exercise of the Warrant Shares,
as such number may change from time to time.  Also, the Company shall, at its
own expense, take all such actions and obtain all such permits and orders as
may be necessary to enable the Company lawfully to issue the Warrant Shares upon
the exercise of the Warrant.

          4.4  No Dilution or Impairment.  The Company will not, by amendment
               -------------------------
of its certificate of incorporation or through reorganization, consolidation,
merger, dissolution, issue or sale of securities, sale of assets or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of the Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such actions as may be
necessary or appropriate in order to protect the rights of the Warrantholder
against dilution or other impairment.  Without limiting the generality of the
foregoing, the Company will take all such action as may be necessary or
appropriate in order that the Company may validly and legally issue fully paid
and non-assessable shares upon the exercise or conversion of the Warrant.

          4.5  Notice of Adjustment.  When any adjustment is required to be
               --------------------
made in either the Exercise Price or the number of shares issuable upon exercise
of the Warrant, the Company shall promptly notify the Warrantholder of such
event, of the calculation by which such adjustment is to be made and of the
resulting Exercise Price or conversion rate, as the case may be.

          4.6  Duty to Make Fair Adjustments in Certain Cases.  If any event
               ----------------------------------------------
occurs as to which in the opinion of the Board of Directors the other provisions
of this Section 4 are not strictly applicable or if strictly applicable would
not fairly protect the purchase and exercise rights of the Warrant in accordance
with the essential intent and principles of such provisions, then the Board of
Directors shall make an adjustment in

                                     -11-
<PAGE>

the application of such provisions, in accordance with such essential intent and
principles, so as to protect such purchase rights as aforesaid.

     5.   Miscellaneous.
          -------------

          5.1  Entire Agreement.  This Warrant constitutes the full and entire
               ----------------
understanding and agreements between the parties hereto with respect to the
subjects hereof and thereof.

          5.2  Successors and Assigns.  The terms and conditions of this
               ----------------------
Warrant shall inure to the benefit of and be binding upon the respective
successors and assigns of the parties hereto, except as expressly provided
otherwise herein.

          5.3  Governing Law.  This Warrant shall be governed by and construed
               -------------
under the laws of the State of California.

          5.4  Notices, Etc..  All notices and other communications required or
               -------------
permitted hereunder shall be in writing and shall be deemed effectively given
upon personal delivery or upon the seventh day following mailing by registered
air mail, postage prepaid, addressed (a) if to the Warrantholder, at
______________________ or at such other address as it shall have furnished to
the Company in writing, (b) if to the Company, a copy should be sent to 1800
Sutter Street, Suite 400, Concord, California 94520 and addressed to the
attention of the corporate secretary, or at such other address as the Company
shall have furnished in writing to the Warrantholder, or (c) if to any other
holder of any Warrant or of Warrant Shares issued upon conversion of the
Warrant, at such address as such holder shall have furnished to the Company in
writing, or, until such holder so furnishes an address to the Company, then to
and at the address of the last holder of such Warrant or Warrant Shares who so
furnished an address to the Company.

          5.5  Delays or Omissions.  No delay or omission to exercise any
               -------------------
right, power or remedy accruing to any holder of any securities issued or sold
or to be issued or sold hereunder, upon any breach or default of the Company
under this Agreement, shall impair any such right, power or remedy of such
holder nor shall it be construed to be a waiver of any such breach or default,
or an acquiescence therein, or in any similar breach or default thereafter
occurring, nor shall any waiver of any single breach or default be deemed a
waiver of any other breach or default theretofore or thereafter occurring.  Any
waiver, permit, consent or approval of any kind or character on the part of any
holder of any breach or default under this Agreement, or any waiver on the part
of any holder of any provisions or conditions of this Agreement, must be in
writing and shall be effective only to the extent specifically set forth in such
writing.

                                     -12-
<PAGE>

All remedies, either under this Agreement or by law or otherwise afforded to any
holder, shall be cumulative and not alternative.

          5.6  Survival.  The representations, warranties, covenants and
               --------
agreements made herein and or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement, except as expressly provided otherwise
herein.

          5.7  Waivers and Amendments.  With the written consent of the record
               ----------------------
or beneficial holders of more than 50% of the Warrant Shares (treated as if
converted), the obligations of the Company and the rights of the holders of the
Warrant and the Warrant Shares may be waived (either generally or in a
particular instance, either retroactively or prospectively and either for a
specified period of time or indefinitely), and with the same consent the
Company, when authorized by resolution of its Board of Directors, may enter into
a supplemental agreement for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of this Warrant; provided,
however, that no such waiver or supplemental agreement shall reduce the
aforesaid percentage of the Warrant Shares, the holders of which are required to
consent to any waiver or supplemental agreement, without the consent of the
record or beneficial holders of all of the Warrant Shares (treated as if
converted).  Upon the effectuation of each such waiver, consent, agreement of
amendment or modification, the Company promptly shall give written notice
thereof to the record holders of the Warrant and the Warrant Shares.  This
Warrant or any provision hereof may not be changed, waived, discharged or
terminated orally, but only by a statement in writing signed by the party
against which enforcement of the change, waiver, discharge or termination is
sought, except to the extent provided in this Section 5.7.

          5.8  Severability.  If one or more provisions of this Warrant are
               ------------
held to be invalid, illegal or unenforceable under applicable law, such
provision shall be modified in such manner as to be valid, legal and
enforceable, but so as to most nearly retain the intent of the parties, and if
such modification is not possible, such provision shall be severed from this
Agreement as if such provision were not included, in either case, and the
balance of this Warrant shall not in any way be affected or impaired thereby and
shall be enforceable in accordance with its terms.

          5.9  Registered Holder.  The Company may deem and treat the
               -----------------
registered Holder(s) hereof as the absolute owner(s) of this Warrant
(notwithstanding any notation of ownership or other writing hereon made by
anyone), for the purpose of any exercise or conversion hereof, of any
distribution to the Holder(s) hereof, and for all other purposes, and the
Company shall not be affected by any notice to the contrary.  Other than as set
forth herein, this Warrant does not entitle any Holder hereof to any rights of a
stockholder of the Company.

                                     -13-
<PAGE>

          5.10 Titles and Subtitles.  The titles of the sections and
               --------------------
subsections of this Warrant are for convenience and are not to be considered in
construing this Warrant.

          IN WITNESS WHEREOF, Company has caused this Warrant to be signed by
its duly authorized officer and issued as of the date set forth below.


Dated:

                         ANCHOR PACIFIC UNDERWRITERS, INC.


                         By:________________________________________
                              James R. Dunathan
                         Its: President/CEO

                                     -14-
<PAGE>

                                EXERCISE NOTICE

                (To be executed only upon exercise of Warrant)


          The undersigned registered owner of a Warrant of ANCHOR PACIFIC
UNDERWRITERS, INC. (the "Company"), originally issued to _________________
irrevocably exercises such Warrant for the purchase of shares of Common Stock of
the Company, purchasable with the Warrant, and hereby sets the place and date
for the closing of such purchase as follows, all on the terms and conditions
specified in the Warrant.

Place of Closing:_______________________

Date of Closing:________________________



          The undersigned requests that a certificate for such shares be
registered in the name of ________, whose address is ____________________.  If
said number of shares is less than all of the shares of Common Stock purchasable
under the Warrant, the undersigned requests that a new Warrant representing the
remaining balance of such shares be registered in the name of __________, whose
address is ____________________.

Dated:_______________________

                                        __________________________________
                                        Signature of Registered Owner

                                        __________________________________
                                        Street Address

                                        __________________________________
                                        City            State     Zip

                                     -15-
<PAGE>

                              FORM OF ASSIGNMENT


          FOR VALUED RECEIVED, the undersigned registered owner of this Warrant
issued by ANCHOR PACIFIC UNDERWRITERS, INC. hereby sells, assigns and transfers
unto the Assignee named below all of the rights of the undersigned under the
within Warrant, with respect to the number of Shares of Common Stock set forth
below:

Name of Assignee         Address                   No. of Shares
----------------         -------                   -------------



and does hereby irrevocably constitute and appoint _________ attorney to make
such transfer on the books of ____________ maintained for such purpose, with
full power of substitution in the premises.

Dated:_______________________



                                        __________________________________
                                        Signature of Registered Owner


                                        __________________________________
                                        Witness

                                     -16-