LAIDLAW GLOBAL CORP
LETTER OF INTENT
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>d27677_ex10-3.txt
<DESCRIPTION>LETTER OF INTENT
<TEXT>
                                                                    Exhibit 10.3

                               THIRD SECURITY LLC
                               THE GOVERNOR TYLER
                               1902 DOWNEY STREET
                                Radford, VA 24141

                                                                December 3, 2001

Laidlaw Global Corp.
100 Park Avenue
New York, NY  10017

Attention: Roger Bendelac
           Chairman and Chief Executive Officer

Gentlemen:

     This letter of intent ("LOI") will serve as confirmation on the part of
Third Security, LLC ("TS" or "Investor") of its interest in investing in Laidlaw
Global Corp. ("LGC"), in the form of primary common equity as described herein.

1. Purchase of Shares: The final proposed investment will consist of an
investment by TS of $5,000,000 in consideration for the issuance by LGC of new
common shares, with demand registration rights, so that the fully diluted
(taking into account all outstanding warrants, options and convertible
securities) equity ownership of TS would represent 45% of the common shares of
LGC. TS shall have the option, in its sole discretion, to purchase additional
new common shares of LGC at the same per share purchase price so that the fully
diluted (taking into account all outstanding warrants, options and convertible
securities) equity ownership of TS would represent up to 51% of the common
shares of LGC. The final percentage of ownership within the 45% and 51% range
shall be within the sole discretion of TS and shall be set forth in a definitive
purchase agreement (the "Definitive Agreement") to be executed between LGC and
TS. All shares of common stock of LGC purchased by TS pursuant to this LOI shall
be referred to herein as (the "Purchased Shares").

2. Investment: The investment would be made in three parts. The first will be a
convertible loan (the "Loan") in the amount of $1,500,000 (the "Loan Amount")
with good funds delivered under the terms set forth below. Secondly, TS shall
have an option to purchase $1,000,000 of common stock of LGC at a valuation
equal to the anticipated valuation to be set forth in the Definitive Agreement,
as provided below. Lastly, the balance of the investment is deliverable on
closing of the Definitive Agreement to be executed prior to February 15, 2002,
or as soon thereafter as LGC can secure the necessary shareholder approval,
subject to the consent of TS to extend beyond February 15, 2002. This LOI shall
be binding upon delivery of the Loan Amount.

3. Terms: TS shall provide the Loan to LGC within one business day of the
execution hereof, under the following terms:

     a. The Loan would be evidenced by a convertible note (the "Convertible
Note") payable on the earlier of (i) 45 days (excluding in determining the 45
days the days from December 15 through December 31, inclusively) after delivery
of written notice from TS to LGC

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of its decision to abandon its right to acquire all of the Purchased Shares, or
(ii) April 1, 2003, secured by 100% of LGC's holding in H&R Acquisition Corp.,
an 81% subsidiary of LGC (the "H&R Stock"), payable, with accrued interest at 8
1/2% per annum.

     b. The Loan would be terminated and the outstanding Loan Amount will be
converted into Purchased Shares upon the earlier of (i) the closing of the
Definitive Agreement and (ii) completion of the purchase of the Initial Shares
(as defined below) to the extent that the full Loan Amount had been converted
into Purchased Shares.

     c. The initial Loan proceeds shall be used to liquidate the outstanding
obligation of LGC due Pacific USA Holdings Inc. ("PUSA") under the note in the
aggregate amount of US$1,450,000 currently consisting of US$1 million due PUSA
and the obligation to Chase, as Trustee under certain notes, of approximately
US$450,000. Any proceeds not so used, shall be available for any other proper
corporate purposes of LGC. LGC shall provide such reasonable assurances to TS to
provide that the funds are only used for such purposes. The parties agree that
direct payment to PUSA and Chase by TS of these obligations shall be deemed
delivery of the Convertible Note proceeds. PUSA and its counsel and LGC and its
counsel shall represent that there has not occurred an intervening event that
would serve to encumber the H&R Stock from the time of PUSA's acquisition of its
security interest in the H&R Stock and its release of that interest in favor of
TS, to which PUSA herby agrees, subject to payment by TS of the Loan Amount as
herein provided.

4. Option and Put:

     a. As part of the total investment contemplated hereby, LGC shall grant an
option (the "Option") to TS to purchase up to $1,000,000 of the Purchased Shares
(the "Option Shares") at a price fixed (with certain rights of adjustment) based
on the anticipated stock price for the Definitive Agreement. The price for the
Option Shares shall be adjusted in the event that the purchase price set forth
in the Definitive Agreement is lower than the price fixed for the acquisition of
the Option Shares.

     b. Contemporaneously with the delivery of the Loan Amount, TS shall
exercise the option to purchase $300,000 of the Option Shares .

     c. TS shall have the right to exercise the balance of the Option through
December 17, 2001.

     d. In the event that TS does not execute a Definitive Agreement, the
shareholders of LGC do not approve the issuance of the Purchased Shares to TS as
necessary or otherwise in the discretion of TS, TS may put all Option Shares to
LGC to be reacquired at the original purchase price paid by TS with such
reacquisition cost to be incorporated as part of and in addition to the Loan
Amount under the Convertible Note. Upon such incorporation, the entire amount of
the Convertible Note shall be secured by the H&R Stock.

5. Term/Delivery of Balance of Funding: TS and LGC shall negotiate, in good
faith, the terms of the Definitive Agreement pursuant to which TS shall acquire
the Purchased Shares for


<PAGE>

an aggregate investment of $5,000,000 plus such additional funds as shall be
necessary to pay for any additional shares that TS elects to purchase, so that
the fully diluted equity ownership of TS would represent 45% to 51% (based on
the total investment) of the common shares of LGC, with the amount as determined
by TS in its sole discretion. The Definitive Agreement shall grant TS demand
registration rights with respect to all the Purchased Shares.

6. Shareholder Approval: The parties acknowledge that the issuance of all
Purchased Shares that would be due TS upon delivery of the full investment is
subject to shareholder approval on the part of LGC. LGC agrees to use its best
efforts and to take all appropriate action to secure such approval as soon as
possible under applicable state corporate law, federal securities laws and stock
exchange rules. LGC further agrees, pending such approval, to issue as many
shares as may be issued without such approval (the "Initial Shares"), initially
in accordance with the terms of this LOI and the Convertible Note, and then in
accordance with the Definitive Agreement. The Initial Shares shall include the
Option Shares and as many additional Purchased Shares as may be issued without
receiving the approval of LGC's shareholders. The issuance of the Initial Shares
shall not affect the continuation of TS' security interest in the H&R Stock on
the balance of the Loan Amount as may be outstanding from time to time. LGC
further acknowledges that delivery of any portion of the funding is subject to
delivery of proof, acceptable to TS, that subsequent to issuance of the Initial
Shares, TS together with other shareholders committing to vote in favor of the
overall issuance of the Purchased Shares due hereunder, shall have sufficient
votes to approve such issuance under applicable law and stock exchange rules.

7. Due Diligence: The purchase of the Purchased Shares pursuant to the
Definitive Agreement is subject to due diligence review of LGC on the part of
TS, satisfactory to TS in its sole discretion, and to the parties entering into
legally binding agreements prior to the dates referred to herein. Investor shall
enter into a non-disclosure agreement, reasonably satisfactory to LGC and TS,
prior to the commencement of the due diligence. TS agrees to use its best
efforts to complete its due diligence review on or before December 31, 2001.

8. First Refusal: TS is hereby granted a first refusal right to match any third
party offer, on the same terms and conditions, to acquire common stock in LGC
from the company, where such offer has a proposed sale and closing at any time
prior to February 15, 2002 date. This right is to be exercised within five
business days of receipt of notice to match, with respect to any such offer.
LGC's ability to seek such third party financing is subject to the terms and
provisions of Paragraph 9.

9. Additional Funding: LGC shall not pursue any additional financing until the
earlier of (i) the date that TS has either exercised its Option to purchase the
additional $700,000 of Option Shares and (ii) December 17, 2001. In the event
that TS purchases all of the Option Shares, then LGC shall not pursue or obtain
any additional third party debt or equity financing without the consent of TS
until the earlier of (i) closing under the Definitive Agreement or (ii) delivery
of written notice from TS to LGC of its decision to abandon its right to acquire
all of the Purchased Stock.


<PAGE>

10. Due Diligence/Exclusivity: Until February 15, 2002 or the earlier delivery
of notice from TS of its intention to abandon its right to acquire the stock of
LGC as provided herein, TS will have the exclusive right to negotiate this
transaction and to complete its due diligence. Laidlaw agrees to terminate all
current negotiations and agrees not to enter into any other negotiations to
obtain financing during such term, unless permitted under Paragraph 9 and then
subject to the provisions of Paragraph 8 above.

11. Material Terms. The material terms of the Definitive Agreement are set forth
in this LOI. The parties agree to negotiate and execute the Definitive Agreement
in good faith, subject to the due diligence review of LGC by TS pursuant to
Paragraph 4. The parties agree to negotiate to execute the Definitive Agreement
expeditiously upon completion of the due diligence review by TS.

                            [SIGNATURE PAGE FOLLOWS]


<PAGE>

     If this proposal is acceptable to LGC, please so signify by executing and
delivering a signed copy of this letter together with funding the loan
obligation and it shall become a binding agreement between the parties. This
proposal shall terminate at the end of business on December 3, 2001, unless the
parties mutually agree, in writing, to extend the deadline.


                                               THIRD SECURITY, LLC

                                               By:------------------------------
                                                   Randal J. Kirk
                                                   Manager
Agreed and Accepted:

LAIDLAW GLOBAL CORP.


By:
   ------------------------------
    Roger Bendelac
    Chairman & Chief Executive Officer

Date:
     ----------------------------

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</DOCUMENT>
