PLEDGE AGREEMENT



     THIS PLEDGE AGREEMENT, dated as of December 4, 2001, made by Laidlaw

Holdings, Inc., a Delaware corporation (the "Borrower"), to Third Security, LLC,

a Virginia limited liability company (the "Lender"), recites and provides:



                                    RECITALS

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     WHEREAS, pursuant to the letter of intent (the "LOI"), dated as of

December 3, 2001, between Laidlaw Global Corporation, a Delaware corporation and

parent of the Pledgor (the "Borrower"), and the Lender, the Lender has agreed to

make a loan (the "Loan") in the amount of $1,500,000 to the Borrower for the

purposes described in the LOI, such Loan to be evidenced by a secured

convertible note (the "Note") of the Borrower payable to the order of the Lender

as provided in the Note;



     WHEREAS, pursuant to the LOI Borrower and Lender have agreed to execute and

deliver a call and put option agreement (the "Call and Put Option Agreement"),

dated as of the date hereof, which provides that in the event that the Lender

exercises its put rights thereunder, then the consideration for the shares

subject to such put rights shall increase the outstanding principal amount of

the Note and shall be secured by this Pledge Agreement; and



     WHEREAS, the Lender is willing to make the Loan and to execute the Call and

Put Option Agreement but only upon the condition, among others, that the Pledgor

executes and delivers to the Lender this Pledge Agreement;



     NOW, THEREFORE, in consideration of the premises and of the mutual

covenants herein contained and for other good and valuable consideration, the

receipt and sufficiency of which are hereby acknowledged, the parties hereto

agree as follows:



                                   AGREEMENT

                                   ---------



     1.   Defined Terms.  For the purposes of this Pledge Agreement, the

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following terms shall have the following meanings:



          "Event of Default" shall have the meaning assigned to such term in the

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     Note.



          "Maturity Date" shall have the meaning assigned to such term in the

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     Note.



          "Obligations" means (a) all obligations of the Borrower hereunder, and

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     (b) all indebtedness, liabilities and obligations of the Pledgor or the

     Borrower to the Lender, whether now existing or hereafter incurred, direct

     or indirect, absolute or contingent, secured or unsecured, matured or

     unmatured, joint or several, whether for principal, interest, fees,

     expenses or otherwise.

{PAGE}



          "Pledged Assets" means the Pledged Securities, together with all

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     certificates, options, rights, dividends, other distributions or intangible

     rights or assets issued as an addition to, in substitution or in exchange

     for, or on account of, any such Pledged Securities, and all proceeds of all

     of the foregoing, now or hereafter owned or acquired by the Pledgor.



          "Pledged Securities" means the capital securities described in

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     Schedule 1 hereto and all other capital securities now or hereafter

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     included in the Pledged Assets.



          "UCC" means the uniform commercial code as adopted by the State of New

           ---

     York.



     2.   Grant of Security Interest.

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          (a) As collateral security for the prompt and complete payment and

performance when due of all of the Obligations and in order to induce the Lender

to enter into the Call and Put Option Agreement and make the Loan in accordance

with the terms thereof, the Pledgor hereby pledges to the Lender the Pledged

Assets and grants to the Lender a lien on and security interest therein.



          (b) If the Pledgor shall become entitled to receive or shall receive,

in connection with any of the Pledged Securities, any:



              (i) Certificate or other evidence of ownership, including, but

without limitation, any certificate representing a stock dividend or in

connection with any increase or reduction of capital, reclassification, merger,

consolidation, sale of assets, combination, stock split, spin-off or split-off;



              (ii) Option, warrant, or right, whether as an addition to or in

substitution or in exchange for any of the Pledged Securities, or otherwise;



              (iii) Dividend or distribution payable in property, including

capital securities issued by an issuer other than the issuer of any of the

Pledged Securities; or



              (iv) Dividends or distributions of any sort (other than those

permitted to be retained by the Pledgor pursuant to Section 2(d));



then the Pledgor shall accept the same as the agent of the Lender, in trust for

the Lender, and shall deliver them forthwith to the Lender in the exact form

received with, as applicable, the Pledgor's endorsement when necessary, or

appropriate stock powers duly executed in blank, to be held by the Lender,

subject to the terms hereof, as part of the Pledged Assets.

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