EXHIBIT 4.40




                           SECURITIES PLEDGE AGREEMENT


TO:  FCC, LCC ("FCC")

     WHEREAS  pursuant to that certain Loan and Security  Agreement  dated as of
May ____, 2004 (as the same may be amended,  supplemented,  revised, restated or
varied from time to time, the "Loan Agreement"),  between Addison York Insurance
Brokers  Ltd.  (the  "Borrower")  and FCC,  FCC has agreed to make  certain loan
facilities   available  to  the   Borrower,   a  subsidiary   of  Anthony  Clark
International Insurance Brokers Ltd. (the "Guarantor").

     AND WHEREAS as  contemplated  under the Loan  Agreement  and as a condition
precedent of the availability of the loan  facilities,  the Guarantor has agreed
to execute  and  deliver in favour of FCC a Guarantee  (the  "Guarantee")  and a
General  Security  Agreement,  both of even date  herewith  and this  Securities
Pledge  Agreement as security for the payment and  performance of the Borrower's
Obligations (as that term is defined in the Loan Agreement).

     NOW THEREFORE,  in consideration  of the foregoing  premises and other good
and  valuable  consideration,  the receipt and  sufficiency  of which are hereby
acknowledged  by the Guarantor,  the Guarantor  hereby  covenants to and for the
benefit of FCC as follows:

                                   ARTICLE I
                                 INTERPRETATION

1.1  Defined  Terms.  In this  agreement  or any  amendment  to this  agreement,
     capitalized  terms used  herein and not  otherwise  defined  shall have the
     meanings ascribed thereto in the Loan Agreement.

1.2  Other Usages.  References to "this agreement",  "the agreement",  "hereof',
     "herein", and like references refer to this Securities Pledge Agreement, as
     the same may be amended,  supplemented,  revised, restated or replaced from
     time  to  time,  and  not to  any  particular  Article,  section  or  other
     subdivision of this agreement.

1.3  Plural and Similar.  Where the context so  requires,  words  importing  the
     singular number shall include the plural and vice versa.

1.4  Headings. The insertion of headings in this agreement is for convenience of
     reference only and shall not affect the construction or  interpretation  of
     this agreement.

1.5  Time of the  Essence.  Time shall in all  aspects be of the essence of this
     agreement,  and  no  extension  or  variation  of  this  agreement  or  any
     obligation hereunder shall operate as a waiver of this provision.

                                   ARTICLE II
                                    SECURITY

2.1  Pledge of  Securities.  Subject  only to the prior  physical  delivery  and
     pledge of the  securities  described  in the  attached  Schedule "A" to Oak
     Street Funding LLC ("Oak

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     Street")  pursuant to a Securities Pledge Agreement (the "SPA") executed by
     the Guarantor in favour of Oak Street dated March 19th, 2004, the Guarantor
     hereby pledges,  hypothecates,  assigns, mortgages, charges, transfers, and
     grants a security interest in the securities  described in Schedule "A", to
     and in favour of FCC, and agrees to physically deliver and deposit with FCC
     any and all security certificates  evidencing such securities,  accompanied
     in each case by a duly executed power of attorney  (collectively,  together
     with all dividends,  monies,  rights and claims hereinafter referred to and
     the  securities  referred to in Section  2.2, the  "Securities"),  any cash
     dividends or other monies now or hereafter  received or declared in respect
     of the  Securities  and all other  rights  and claims of the  Guarantor  in
     respect of the Securities.

2.2  Substitutions,  Additions and Proceeds. The term "Securities" shall include
     the Security  Interest (as defined in Section 2.3) and agreements  provided
     for herein shall extend to any substitutions, additions or proceeds arising
     out of any consolidation, subdivision,  reclassification, stock dividend or
     similar  increase or decrease in, or alteration to, the capital of Borrower
     (also from time to time  referred to herein as the  "Issuer")  and shall at
     all times mean and extend to 100% of the issued and outstanding  securities
     in the Issuer.

2.3  Obligations Secured. The pledges, hypothecations,  assignments,  mortgages,
     charges,  and security  interests granted hereby (the "Security  Interest")
     secure  the  payment  and   performance  of  all  debts,   liabilities  and
     obligations present or future, direct or indirect,  absolute or contingent,
     matured  or  unmatured,  at any  time  due or  accruing  due,  owing by the
     Guarantor to FCC, however or wherever  incurred,  and in any currency,  and
     whether  incurred by the  Guarantor  alone or with  another or others,  and
     whether as principal or surety,  of the  Guarantor to FCC pursuant to or in
     connection  with the  Guarantee  or the Loan  Agreement  (the  "Guarantor's
     Obligations"), including without limitation for the Borrower's Obligations.

2.4  Expenses.  The  Guarantor  covenants to pay to FCC on demand all  expenses,
     costs and charges  incurred by or on behalf of FCC in connection  with this
     Securities  Pledge  Agreement,  the Security Interest or the realization of
     the Securities including all legal fees, court costs, receiver's or agent's
     remuneration  and other  expenses  relating to the taking or defending  any
     action in  connection  with such  realization,  the taking  possession  of,
     repairing,  protecting,  insuring,  preparing for  disposition,  realizing,
     collecting,  selling, transferring,  delivering or obtaining payment of the
     Securities  or  other  lawful  exercises  of the  powers  conferred  by the
     Agreement  and such amounts  shall be added to and form a part of the debts
     and obligations secured hereby.

2.5  Attachment.

(a)  The  Guarantor  acknowledges  that (i)  value has been  given,  (ii) it has
     rights in the  Securities,  (iii)  notwithstanding  anything else contained
     herein,  it has not  agreed  to  postpone  the  time of  attachment  of the
     Security  Interest,  and (iv) it has received a duplicate  original copy of
     this Securities Pledge Agreement.

(b)  If the  Securities  are now or at any time  hereafter  become  evidenced in
     whole or in part, by  uncertificated  securities  registered or recorded in
     records  maintained by or on behalf



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     of the Issuer in the name of a clearing agency the Guarantor  shall, at the
     request of FCC, cause the Security Interest to be entered in the records of
     such clearing agency.

(c)  Subject to the SPA, at the  election of FCC and  immediately  upon  written
     notice being  provided by FCC to the Guarantor,  the Guarantor  shall cause
     the Securities to be transferred  into and registered in the name of FCC or
     as FCC may direct and the Guarantor covenants that, at the time of any such
     transfer, it will provide all required consents and approvals.

2.6  Care and  Custody  of  Securities.  FCC need not see to the  collection  of
     dividends  on, or  exercise  any option or right in  connection  with,  the
     Securities and need not protect or preserve them from depreciating in value
     or becoming  worthless and is released from all responsibility for any loss
     of value.  FCC is limited to exercising  with regard to the  Securities the
     same  degree of care which FCC gives to its  valuable  property of the same
     value and kind without  limiting the foregoing,  FCC shall have not duty or
     obligations  to the  Guarantor  whatsoever  with respect to the  Securities
     prior to physical delivery of the Securities to FCC.

2.7  Representation. The Guarantor represents and warrants to FCC that (i) it is
     the  registered,  legal and beneficial  owner of the  Securities,  (ii) the
     Securities are free and clear of all liens, mortgages, charges and security
     interests  whatsoever  other  than  those  created  in  favour  of FCC  and
     Permitted  Encumbrances  (including  in  favour of Oak  Street),  (iii) the
     Securities have been issued and are fully paid and  non-assessable and (iv)
     the information contained in Schedule "A" is true, accurate and complete in
     all respects and the Securities described in Schedule "A" represent 100% of
     the issued and outstanding shares of the Borrower.

2.8  Rights of the Guarantor.

(a)  So long as no Default or event,  circumstance or condition which could with
     the giving of notice or passage of time,  or both,  give rise to a Default,
     has occurred and is continuing, (i) the Guarantor shall be entitled to vote
     the  Securities  and to receive all cash dividends and (ii) FCC will grant,
     or cause its  nominee to grant to the  Guarantor  or its nominee a proxy to
     vote and to exercise all rights with respect to any  Securities  registered
     in the name of FCC. Upon the  occurrence  and during the  continuance  of a
     Default,  all rights of the Guarantor to vote or to receive dividends shall
     cease and all such rights shall become vested solely and absolutely in FCC.

(b)  Any dividends  received by the Guarantor  contrary to Section 2.8(a) or any
     other monies or property which may be received by the Guarantor at any time
     for, or in respect of, the Securities  shall be received as trustee for FCC
     and shall be immediately paid over to FCC.

                                  ARTICLE III
                                   ENFORCEMENT

3.1  Remedies.   Subject  to  the  SPA,  upon  the  occurrence  and  during  the
     continuance of a Default, FCC may, at any time in its sole discretion,  (i)
     realize  upon  or  otherwise  dispose



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<PAGE>

     of or contract to dispose of the Securities by sale,  transfer or delivery,
     or (ii)  exercise  and enforce  all rights and  remedies of a holder of the
     Securities as if FCC were their  absolute owner  (including,  if necessary,
     causing the Securities to be registered in the name of FCC or its nominee),
     all without demand of performance or other demand,  advertisement or notice
     of any kind to or upon the  Guarantor or any third party  (except as may be
     required by law). Any remedy may be exercised  separately or in combination
     and shall be in addition to, and not in substitution  for, any other rights
     FCC may have, however created. FCC shall not be bound to exercise any right
     or  remedy,  and the  exercise  of rights  and  remedies  shall be  without
     prejudice to the rights of FCC in respect of the Obligations  including the
     right to claim for any deficiency.

3.2  Standards  of Sale.  Without  prejudice to the ability of FCC to dispose of
     the  Securities  in  any  manner  which  is  commercially  reasonable,  the
     Guarantor  acknowledges that a disposition of Securities by FCC which takes
     place  substantially  in accordance with the following  provisions shall be
     deemed to be commercially reasonable:

(a)  Securities may be disposed of in whole or in part;

(b)  Securities may be disposed of by public  auction,  public tender or private
     contract, with or without advertising and without any other formality;

(c)  any assignee of such Securities may be FCC;

(d)  any sale  conducted by FCC shall be at such time and place,  on such notice
     and in accordance with such procedures as FCC, in its sole discretion,  may
     deem advantageous;

(e)  Securities  may be disposed of in any manner and on any terms  necessary to
     avoid   violation  of  applicable  law  (including,   without   limitation,
     compliance  with such  procedures as may restrict the number of prospective
     bidders and purchasers, require that the prospective bidders and purchasers
     have  certain  qualifications,  and restrict  the  prospective  bidders and
     purchasers to persons who will represent and agree that they are purchasing
     for  their  own  account  for  investment  and  not  with  a  view  to  the
     distribution  or  resale  of the  Securities)  or in  order to  obtain  any
     required approval of the disposition (or of the resulting  purchase) by any
     governmental or regulatory authority or official;

(f)  a  disposition  of  Securities  may be on such terms and  conditions  as to
     credit or otherwise as FCC, in its sole discretion,  may deem advantageous;
     and

(g)  FCC may  establish  an upset or  reserve  bid or  price in  respect  of the
     Securities.

3.3  Dealing with the Securities.

(a)  FCC shall not be obliged to exhaust its recourse against the Borrower,  the
     Guarantor or any other person or against any other  security it may hold in
     respect of the Borrower's Obligations or the Guarantor's Obligations before
     realizing  upon or otherwise  dealing with the Securities in such manner as
     FCC may consider desirable.



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<PAGE>

(b)  FCC may grant extensions or other  indulgences,  take and give up security,
     accept compositions,  grant releases and discharges and otherwise deal with
     the  Guarantor and with other  persons,  sureties or security as it may see
     fit  without  prejudice  to the  Borrower's  Obligations,  the  Guarantor's
     Obligations,  the liability and  obligations of the Guarantor or the rights
     of FCC in respect of the Securities.

(c)  FCC shall not be (i) liable or  accountable  for any  failure  to  collect,
     realize  or obtain  payment in  respect  of the  Securities,  (ii) bound to
     institute proceedings for the purpose of collecting,  enforcing,  realizing
     or obtaining payment of the Securities or for the purpose of preserving any
     rights of any persons,  (iii)  responsible  for any loss  occasioned by any
     sale or other dealing with the Securities or by the retention of or failure
     to sell or otherwise deal with the Securities, or (iv) bound to protect the
     Securities from depreciating in value or becoming worthless.

3.4  Appointment of Attorney. The Guarantor irrevocably appoints FCC (and any of
     its   officers)  as  attorney  of  the   Guarantor   (with  full  power  of
     substitution)  to do,  make and execute in the name of and on behalf of the
     Guarantor  upon FCC  exercising its rights and remedies under the Agreement
     all such  further  acts,  documents,  matters and things which FCC may deem
     necessary or advisable to accomplish the purposes of this Securities Pledge
     Agreement including the execution, endorsement and delivery and transfer of
     the Securities to FCC or its nominees or  transferees.  FCC or its nominees
     and  transferees  are  empowered  to exercise  all rights and powers and to
     perform all acts of ownership  with respect to the  Securities  to the same
     extent as the Guarantor  might do. The powers of attorney herein granted is
     an  addition  to, and not in  substitution  for any stock power of attorney
     delivered by the Guarantor and such power of attorney may be relied upon by
     FCC  severally  or in  combination.  All acts of the  attorney  are  hereby
     ratified and  approved,  and the attorney  shall not be liable for any act,
     failure to act or any other matter or thing in connection therewith, except
     to the extent caused by its own gross negligence or willful misconduct.

3.5  Dealings  by  Third  Parties.  No  person  dealing  with FCC or an agent or
     receiver  shall be required to determine (i) whether the Security  Interest
     has  become  enforceable,  (ii)  whether  the powers  which such  person is
     purporting  to exercise  have become  exercisable,  (iii) whether any money
     remains due to FCC by the  Guarantor,  (iv) the  necessity or expediency of
     the stipulations and conditions subject to which any sale or lease shall be
     made,  (v) the  propriety or regularity of any sale or other dealing by FCC
     with the Securities, or (vi) how any money paid to FCC has been applied.

(a)  Subject to the prior rights of Oak Street, any purchaser of Securities from
     FCC shall hold the Securities  absolutely,  free from any claim or right of
     whatever kind, including any equity of redemption, of the Guarantor,  which
     it specifically  waives (to the fullest extent permitted by law) as against
     any such purchaser,  all rights of redemption,  stay or appraisal which the
     Guarantor  has or may have under any rule of law or statute now existing or
     hereafter adopted.


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<PAGE>


                                   ARTICLE IV
                                     GENERAL

4.1  Notices.  Any  notices  and  other  communications  provided  for  in  this
     Securities   Pledge  Agreement  shall  be  given  in  accordance  with  the
     provisions of the Loan Agreement.

4.2  No Merger.  This  Securities  Pledge  Agreement shall not operate by way of
     merger of any of the present and future debts,  liabilities and obligations
     of the Guarantor to FCC or of the  Borrower's  Obligations  and no judgment
     recovered  by FCC shall  operate by way of merger of, or in any way affect,
     the Security Interest.

4.3  Further  Assurances.  The Guarantor shall from time to time, whether before
     or after the  occurrence  of a Default,  do all acts and things and execute
     and  deliver  all  transfers,   assignments  and  instruments  as  FCC  may
     reasonably  require for (i) protecting the Securities,  (ii) perfecting the
     Security  Interest,  and  (iii)  exercising  all  powers,  authorities  and
     discretions  hereby conferred upon FCC. The Guarantor  shall,  from time to
     time, upon the occurrence and during the  continuance of a Default,  do all
     acts and things and  execute and deliver  all  transfers,  assignments  and
     instruments  as  FCC  may  require  for  facilitating  the  sale  or  other
     disposition of the Securities in connection with their realization.

4.4  Supplemental  Security.  This Securities Pledge Agreement is in addition to
     and without prejudice to all other security now held or which may hereafter
     be held by FCC in respect of the Obligations.

4.5  Successors and Assigns.  This Securities  Pledge Agreement shall be binding
     upon the  Guarantor,  its  successors  and assigns,  and shall enure to the
     benefit of FCC and its successors  and assigns.  All rights of FCC shall be
     assignable  and in any action  brought by an assignee to enforce any right,
     the  Guarantor  shall not assert  against the assignee any claim or defense
     which the Guarantor now has or hereafter may have against FCC.

4.6  Severability. If any provision of this Securities Pledge Agreement shall be
     deemed by any court of competent  jurisdiction  to be invalid or void,  the
     remaining provisions shall continue in full force and effect.

4.7  Governing Law. This  Securities  Pledge  Agreement shall be governed by and
     interpreted  and  enforced in  accordance  with the laws of the Province of
     Alberta and the federal laws of Canada  applicable  therein.  The Guarantor
     consents to the non-exclusive jurisdiction of the courts of the Province of
     Alberta in connection with the resolution of any disputes  relating to this
     Security Pledge  Agreement or any other  Agreement or document  executed or
     delivered  hereunder.  The  Guarantor  irrevocably  waives  any  objection,
     including  any  objection  to the laying of venue  based on the  grounds of
     forum non conveniens, which it may now or hereafter have to the bringing of
     any action or proceeding with respect to this Securities Pledge Agreement.



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<PAGE>


     IN  WITNESS  WHEREOF  the  Guarantor  has  caused  this  Securities  Pledge
Agreement  to be  executed by its duly  authorized  officers on this ____ day of
June, 2004.


                                             ANTHONY CLARK INTERNATIONAL
                                             INSURANCE BROKERS LTD.



                                             By: /s/ Tony Consalvo
                                                 -------------------------------
                                             Name:

                                             Title:





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                                  SCHEDULE "A"


                                   SECURITIES


                                                Number of
Issuer                   Class of Securities    Securities   Certificate Number
Addison York Insurance
Brokers Ltd.






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