<PAGE>



                                                                    EXHIBIT 10.4

                               INDEMNITY AGREEMENT

          This INDEMNITY AGREEMENT is dated as of December 20, 2002 by and among
Brickman Group Holdings, Inc., a Delaware corporation (the "Company"), The
Brickman Group, Ltd., a Delaware corporation ("Brickman Ltd."), and the direct
and indirect stockholders of Brickman Ltd. listed on Exhibit A hereto (the
"Brickman Investors").

                                   BACKGROUND

          A.    The Brickman Investors own 245,252 shares of Brickman Ltd.
Series A Preferred Stock, par value $.01 (the "Brickman Preferred Stock"), which
ownership is set forth in greater detail on Exhibit A hereto.

          B.    The Brickman Investors desire to contribute to the Company, and
the Company desires to acquire from the Brickman Investors, the Brickman
Preferred Stock in exchange for shares of the Company's Class A Common Stock,
upon the terms and subject to the conditions set forth in the Recapitalization
Agreement dated as of December 20, 2002 by and among the Company, Brickman Ltd.,
the Brickman Investors and other shareholders of Brickman Ltd. (the
"Recapitalization Agreement").

          C.    The exchange of Brickman Preferred Stock for shares of the
Company's Class A Common Stock is intended to qualify as a tax-free exchange
under Section 351 of the Internal Revenue of 1986, as amended (the "Code").

          D.    The parties hereto desire to provide further assurance that the
Brickman Investors will not incur income tax costs in connection with the
exchange of Brickman Preferred Stock for shares of the Company's Class A Common
Stock pursuant to the Recapitalization Agreement.

     Accordingly, intending to be legally bound, the parties hereto hereby agree
as follow:

     (a)  Indemnification. Brickman Ltd. and the Company jointly and severally
shall indemnify and hold harmless, on an after-tax basis, the Brickman Investors
against any federal, state or local income taxes, any related interest costs and
penalties and any reasonable related out-of-pocket costs (including professional
fees), in each case arising from any assertion by the Internal Revenue Service
or other tax authority that the Brickman Investors are required to recognize
income or gain for federal, state or local income tax purposes in connection
with the exchange of Brickman Preferred Stock for shares of the Company's Class
A Common Stock pursuant to the Recapitalization Agreement (the "Losses");
provided that neither the Company nor Brickman Ltd. shall have any obligation to
make any payment under this section (a) to the extent that such payment is
prohibited under the terms of the Credit Agreement (as defined below). As a
condition of such person's indemnification under this provision, each Brickman
Investor hereby agrees to promptly notify Brickman Ltd. of any claim that is
asserted against such person after such person has obtained actual knowledge of
such claim and shall afford Brickman Ltd. the opportunity to control the defense
of such claim at Brickman Ltd.'s sole cost and expense. No settlement shall be
entered into or admission of liability made with respect to any such claims
without Brickman Ltd.'s prior written consent (such consent not to be
unreasonably withheld).

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     (b)  Contribution. If any Brickman Investor receives a payment under this
Indemnity Agreement in excess of such Brickman Investor's Pro Rata Share of the
aggregate payments made to all Brickman Investors under this Indemnity
Agreement, then such Brickman Investor shall contribute such excess to the other
Brickman Investors pro rata based on the excess, if any, of (i) such other
Brickman Investor's Pro Rata Share of the aggregate payments made to all
Brickman Investors under this Indemnity Agreement, over (ii) the payments made
to such other Brickman Investor under this Indemnity Agreement. For purposes of
this section (b), a Brickman Investor's "Pro Rata Share" means a fraction, the
numerator of which is the amount of Losses incurred by such Brickman Investor
and the denominator of which is the aggregate amount of Losses incurred by all
Brickman Investors.

     (c)  No Third-Party Beneficiaries. This Agreement is for the sole benefit
of the Brickman Investors and nothing herein expressed or implied shall give or
be construed to give to any person or entity, other than the parties hereto and
such assigns, any legal or equitable rights hereunder.

     (d)  Consent to Jurisdiction. Each of the parties hereto irrevocably
submits to the exclusive jurisdiction of (i) the state courts of the
Commonwealth of Pennsylvania, Bucks County, and (ii) the United States District
Court for the Eastern District of Pennsylvania, for the purposes of any suit,
action or other proceeding arising out of this Agreement or any transactions
contemplated hereby.

     (e)  Action or Inaction Inconsistent with the Tax-Free Exchange. Each of
the parties hereto agrees that, unless otherwise required by law, it shall not,
nor shall any of its affiliates, take any position on any tax return or for any
other tax purpose that is inconsistent with the treatment of the exchange as a
tax-free exchange under Section 351 of the Code (and any applicable provision of
state, local or non-U.S. law).

     (f)  No Double Recovery. No provision of this Agreement shall be construed
to provide an indemnity or other recovery for any interest costs, penalties, or
other amounts to the extent the Brickman Investors have been compensated under
any other agreement or action at law or equity.

     (g)  Subordination. The holders of the 11 3/4% Senior Subordinated Notes
due 2009 of Brickman Ltd. (the "Notes") and the lenders (the "Lenders") party to
that certain Credit Agreement, dated as of December 20, 2002, by and among
Brickman Ltd., the guarantors party thereto, the Lenders and Antares Capital
Corporation, as agent (the "Credit Agreement") will be entitled to receive
payment in full in cash of all amounts due on or in respect of all the Notes and
the Credit Agreement, as applicable, before the Brickman Investors will be
entitled to receive any payment from Brickman Ltd. under section (a) above in
the event of any distribution to creditors of Brickman Ltd.:

          (i)     in a bankruptcy, reorganization, insolvency, receivership or
                  similar proceeding relating to Brickman Ltd. or to its
                  creditors, as such, or to its assets;

          (ii)    in a liquidation, dissolution or other winding-up of Brickman
                  Ltd.;

                                        2

<PAGE>

          (iii)   in an assignment for the benefit of creditors; or

          (iv)    in any marshalling of assets or liabilities of Brickman Ltd.

     (h)  Waiver. Waiver of any term or condition of this Agreement by any party
shall be effective if in writing and shall not be construed as a waiver of any
subsequent breach or failure of the same term or condition, or a waiver of any
other term of this Agreement. No failure or delay by any party in exercising any
right, power or privilege hereunder shall operate as a waiver thereof nor shall
any single or partial exercise thereof preclude any other or further exercise
thereof or the exercise of any other right, power or privilege.

     (i)  Counterparts. This Agreement may be executed in any number of
counterparts (including by means of facsimile), all of which shall be considered
one and the same agreement, and shall become effective when one or more such
counterparts have been signed by each of the parties and delivered to the other
parties.

     (j)  Entire Agreement. This Agreement contains the entire agreement and
understanding between the parties hereto with respect to the subject matter
hereof and supersedes all prior and contemporaneous agreements, negotiations,
correspondence, undertakings and understandings, oral or written, relating to
such subject matter.

     (k)  Governing Law. This Agreement shall be governed by and construed in
accordance with the internal laws of the Commonwealth of Pennsylvania applicable
to agreements made and to be performed entirely within the Commonwealth of
Pennsylvania, without regard to the conflicts of law principles thereof.

                                        3

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                    [Signature Pages to Indemnity Agreement]

          IN WITNESS WHEREOF, the parties have caused this Agreement to be duly
executed as of the date first written above.

                                        THE BRICKMAN GROUP, LTD.

                                        By:   /s/ Scott Brickman
                                           ---------------------------------
                                              Name:  SCOTT BRICKMAN
                                              Title: CHIEF EXECUTIVE OFFICER

                                        BRICKMAN GROUP HOLDINGS, INC.

                                        By:   /s/ Scott Brickman
                                           ---------------------------------
                                              Name:  SCOTT BRICKMAN
                                              Title: CHIEF EXECUTIVE OFFICER

<PAGE>

                    [Signature Pages to Indemnity Agreement]

                                        BRICKMAN INVESTORS:

                                        /s/ Theodore W. Brickman, Jr.
                                        ------------------------------------
                                        Theodore W. Brickman, Jr.

                                        /s/ Sally B. Brickman
                                        ------------------------------------
                                        Sally B. Brickman

                                        /s/ Scott W. Brickman
                                        ------------------------------------
                                        Scott W. Brickman

                                        /s/ Steven G. Brickman
                                        ------------------------------------
                                        Steven G. Brickman

                                        /s/ Susan B. McGrath
                                        ------------------------------------
                                        Susan B. McGrath

                                        /s/ Julie B. Carr
                                        ------------------------------------
                                        Julie B. Carr

                                        /s/ John King
                                        ------------------------------------
                                        John King

                                        /s/ Edward Babcock
                                        ------------------------------------
                                        Edward Babcock

                                        /s/ William Henkelman
                                        ------------------------------------
                                        William Henkelman

                                        /s/ Jeffrey Herold
                                        ------------------------------------
                                        Jeffrey Herold

                                        /s/ Bonnie Kay
                                        ------------------------------------
                                        Bonnie Kay

                                        /s/ Brian Moore
                                        ------------------------------------
                                        Brian Moore

                                        /s/ Gregory W. Wilson
                                        ------------------------------------
                                        Gregory W. Wilson


                                        CIVC PARTNERS III-B

                                        By:   /s/ Christopher J. Perry
                                           ---------------------------------
                                              Name: Christopher J. Perry
                                              Title: Partner

<PAGE>

                                    EXHIBIT A

                                                              Shares of Series A
Stockholder                                                      Preferred Stock
-----------                                                   ------------------
Scott W. Brickman                                                        112,564

Theodore W. and Sally B. Brickman                                         57,502

Steven G. Brickman                                                        11,541

Susan B. McGrath                                                          11,541

Julie B. Carr                                                             11,541

CIVC Partners III-B, Daniel G. Helle,                                     29,561
Christopher J. Perry and Marcus D. Wedner

Gregory Wilson                                                               522

John King                                                                  8,107

Edward Babcock                                                               354

William Henkelman                                                            354

Jeffrey Herold                                                               709

Bonnie Kay                                                                   425

Brian Moore                                                                  354

Mark Hjelle                                                                  177
--------------------------------------------------------------------------------
TOTAL:                                                                   245,252