Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): MARCH 19, 1999
                                  -------------


                             CGI HOLDING CORPORATION
 -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


      NEVADA               33-19980-D                       87-0450450
   -------------          ----------------             ----------------------
     (State of            (Commission file                 (IRS Employer
   incorporation)              Number)                 Identification Number)


               8400 BROOKFIELD AVENUE, BROOKFIELD, ILLINOIS 60513
 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (708) 387-0900
                                 --------------


ITEM 2.  ACQUISITION

On March 5, 1999, CGI Holding Corporation (the "Company") acquired substantially
all of the assets of Salle International, L.L.C. ("Salle"), pursuant to an Asset
Purchase Agreement dated March 2, 1999 (the "Purchase Agreement") by and between
the Company and Salle.  Salle is a  manufacturer,  distributor  and  marketer of
personal care products and is headquartered in Waukegan, Illinois.

Pursuant to the Purchase Agreement,  the Company's newly formed and wholly-owned
subsidiary,  Personal  Care  Products,  Inc., an Illinois  corporation  ("PCP"),
acquired  substantially  all of the assets used by Salle in the operation of its
personal care products  manufacturing,  distribution and marketing business (the
"Acquired  Assets").  On March 5, 1999 (the "Closing") in consideration  for the
acquisition of the Acquired Assets, PCP
 
(i)   agreed to paid Salle up to $525,000,
(ii)  agreed to pay or assume Salle's $470,000 indebtedness owed to its senior 
      secured creditor, and
(iii) assumed Salle's obligations under the lease for its operating facility and
      certain other leases.

On March 5, 1999, in events related to the acquisition:

(i) (A) PCP,  pursuant to an agreement dated March 5, 1999 by and between it and
Michael Balkin,  a member of Salle (the "Balkin  Agreement"),  acquired from Mr.
Balkin  the  $1,693,600   indebtedness   that  Salle  owed  to  Mr.  Balkin.  In
consideration for the acquisition,  PCP agreed to pay Mr. Balkin (i) $300,000 at
the Closing or within 15 days  thereof  subject to $150,000 of that amount being
escrowed as provided in the Balkin  Agreement,  (ii) $342,000 at the Closing and
(iii)  $1,000,000  in ten equal  semi-annual  payments  on  January 1 and July 1
commencing January 1 of the year that is two fiscal years after the first fiscal
year in which PCP has earnings  before taxes,  as defined  therein,  of as least
$400,000.00.

(B)  Subsequent to the Closing,  PCP and Mr. Balkin agreed to amend the terms of
the $300,000 and the $342,000 payments. As amended, PCP agreed to pay Mr. Balkin
the  $300,000 and the $342,000 by April 30,  1999.  PCP and Mr.  Balkin  further
agreed that so long as at least $150,000 of the moneys owed him remained  unpaid
no amounts would have to be escrowed.

(C) As part of the Balkin Agreement, which the Company agreed to, Mr. Balkin has
the  right  at any  time on and  after  January  1,  2001 to  convert  the  then
outstanding  indebtedness owed him into common stock of CGI Holding  Corporation
pursuant to a conversion price formula. The minimum conversion price would be no
less  than  $1.00  per  share.  PCP has the right to  set-off  against  the then
outstanding  amounts  payable to Mr. Balkin and, if that amount is not adequate,
any stock of the Company he received  due to his exercise of  conversion  rights
the amount of any and all loss, damage, claim, costs or expenses incurred by PCP
or the Company  arising from the Purchase  Agreement  and/or any  obligation  of
Salle. Pursuant to the Balkin Agreement,  PCP agreed to appoint Mr. Balkin and a
person designed by him as directors to the Board of Directors of PCP.

(ii) PCP,  pursuant  to an  agreement  dated March 5, 1999 by and between it and
Neil  Seltzer,  a member of Salle (the "Seltzer  Agreement"),  acquired from Mr.
Seltzer  the  $50,000.00  indebtedness  that  Salle  owed  to  Mr.  Seltzer.  In
consideration for the acquisition, PCP agreed to paid Mr. Seltzer $50,000 in ten
equal semi-annual  payments  commencing  January 1, 2001. As part of the Seltzer
Agreement, which the Company agreed to, Mr. Seltzer has the right at any time on
and after January 1, 2001 to convert the then outstanding  indebtedness owed him
into common  stock of CGI Holding  Corporation  pursuant to a  conversion  price
formula. The minimum conversion price would be no less than $1.00 per share.

On March 8, 1999, in events related to the acquisition:

Pursuant to a Subscription  Agreement dated March 8, 1999 by and between PCP and
PCP  Partners,  an  Illinois  general  partnership  of which  Mr.  Balkin is the
managing  partner  ("PCP  Partners"),  PCP issued  35,000  shares of the Class B
Common  Stock  of PCP for  and in  consideration  of PCP  Partners'  payment  of
$35,000.  As a result of such subscription,  PCP Partners' ownership interest in
PCP is 35%.

The payment  obligations  of PCP under the Purchase  Agreement  for the Acquired
Assets are being  funded  pursuant to loans  extended by the Company to PCP. The
Company  has  funded  such  loans  from  moneys  made  available  to it  by  its
subsidiaries,  Roli Ink Corporation ("RIC") and Safe Environment Corp. ("SECO").
SECO has funded  its loans to the  Company  by  drawing  upon its $1.35  million
revolving  line of  credit  with CIB Bank and RIC has  funded  its  loans to the
Company by drawing  upon its $150  thousand  revolving  line of credit  with CIB
Bank.

The  payment  obligations  of PCP to Mr.  Balkin  and  to Mr.  Seltzer  will  be
satisfied from the available funds of PCP.

The  consideration  received by Salle and by Balkin,  Seltzer  and PCP  Partners
pursuant to the events  related to the  acquisition  was based upon  arms-length
negotiations between the Company, Salle, Balkin, Seltzer and PCP Partners. Prior
to the acquisition,  there was no material  relationship  between Salle, Balkin,
Seltzer or PCP Partners  and the Company,  any  affiliates  of the Company,  any
director  or officer of the  Company or any  associate  of any such  director or
officer.

The  PCP  acquired  the  sales  office  and  the   manufacturing  and  warehouse
facilities,  used  in  the  manufacturing,  distribution  and  marketing  of the
personal  care  products,  which  facilities  were  leased by Salle prior to the
acquisition.  The Company intends that PCP shall engage in the same business and
use  the  Acquired  Assets  in  the  same  manner  as  Salle  did  prior  to the
acquisition.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a) Financial statements of business acquired

The required financial  statements will be filed by the Company,  under cover of
Form 8-K/A, as soon as practicable, but not later than May 18, 1999.

(b) Pro forma financial information

The required pro forma financial information will be filed by the Company, under
cover of Form 8-K/A, as soon as practicable, but not later than May 18, 1999.

(c) Exhibits
 
2.1 Asset  Purchase  Agreement  dated March 2, 1999,  by and between CGI Holding
Corporation and Salle International, L.L.C. (without schedules*).

2.2 Agreement  dated March 5, 1999, by Personal Care Products,  Inc. and Michael
Balkin and Amendment  dated as of March 16, by Personal Care Products,  Inc. and
Michael Balkin.

2.3  Agreement  dated March 5, 1999, by Personal  Care  Products,  Inc. and Neil
Seltzer.

2.4 Subscription Agreement dated March 8, 1999, by Personal Care Products,  Inc.
and PCP Partners.

* The Company agrees to furnish  supplementally a copy of any omitted  schedules
to the Securities and Exchange Commission upon request.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Dated:   March 19, 1999
                                  CGI HOLDING CORPORATION
                                  (Registrant)


                                  By /s/ John Giura
                                  -------------------
                                  John Giura, President and Director
                                  (Principal Executive Officer)


                                  EXHIBIT INDEX

Number   Subject Matter
------   -----------------

2.1 Asset  Purchase  Agreement  dated March 2, 1999,  by and between CGI Holding
Corporation and Salle International, L.L.C.

2.2 Agreement dated March 5, 1999, by and between  Personal Care Products,  Inc.
and  Michael  Balkin  and  Amendment  dated as of March  16,  by  Personal  Care
Products, Inc. and Michael Balkin.

2.3 Agreement dated March 5, 1999, by and between  Personal Care Products,  Inc.
and Neil Seltzer.

2.4  Subscription  Agreement  dated March 8, 1999, by and between  Personal Care
Products, Inc. and PCP Partners.



                                   Exhibit 2.1

    Asset Purchase Agreement dated March 2, 1999, by and between CGI Holding

                   Corporation and Salle International, L.L.C.


                            ASSET PURCHASE AGREEMENT


AGREEMENT  made this  second day of March,  1999,  by and  between  CGI  HOLDING
CORPORATION, a Nevada corporation ("CGI"), and SALLE' INTERNATIONAL,  L.L.C., an
Illinois limited liability company ("Seller").

                              W I T N E S S E T H:

WHEREAS, CGI desires to have its wholly owned subsidiary Personal Care Products,
Inc.,  an Illinois  corporation  ("Buyer")  purchase and Seller  desires to sell
substantially  all of the assets used by Seller in the operation of its personal
care products manufacturing, distribution and marketing business located in Lake
County, Illinois and its offices and warehouses at other locations, on the terms
and conditions contained in this Agreement.

NOW THEREFORE, it is mutually agreed as follows:

I. ASSETS

At the Closing (as  hereinafter  defined),  Seller shall sell and transfer,  and
Buyer shall purchase the Assets, including all those Assets acquired, less those
disposed of in the ordinary  course of business or  otherwise  permitted by this
Agreement,  between the date of this Agreement and the Date of Closing.  For the
purpose of this Agreement, "Assets" shall mean and include:

(A)      All furniture,  fixtures,  equipment and other personal  property and 
interests  therein owned by Seller and its affiliates  including those described
in Exhibit A attached hereto,  wherever located and whether or not appearing on 
the books of Seller (herein called "Machinery and Equipment");

(B)      All  inventories  of raw  materials,  supplies,  work in progress and  
finished goods of Seller,  excluding,  however, the inventory of scents acquired
by Seller from  Herbanario,  L.L.C.  a Rhode Island limited  liability  company,
wherever  located  on the Date of  Closing  and  which are used or usable in the
Seller's business (the "Inventory"),

(C)      All cash, cash equivalents,  accounts  receivables,  deposits and 
investments owned by Seller and its affiliates, (herein after referred to as 
"Cash Equivalents") and

(D)      All other assets of Seller  employed in  connection  with the  
operation of Seller,  tangible or intangible,  wherever located,  and whether or
not any value  therefor is  reflected  on the Seller's  balance  sheet,such  as,
without limiting the generality thereof,  maintenance and manufacturing supplies
and parts not  carried as  inventory,  all rights and  privileges  of the Seller
under the leases and  agreements  (excluding  Permit No. SDA - IL-2630  from the
Bureau of Alcohol,  Tobacco and Firearms),  including but not limit to those set
forth in  Exhibit  B  hereto  and  incorporated  herein,  patents,  application,
licenses (excluding,  however, the License Agreement with James Dean, Inc. dated
May 23, 1997)  including  those set forth in Exhibit C hereto and  non-exclusive
shop rights (rights to developments made by employees of the Seller and relating
to the  operation  of  Seller),  names,  (including  but not limited to the name
"Salle"), slogans,  trademarks,  trade names, service marks, and the goodwill of
the business connected therewith (excluding, however, the marks "Herbanario" and
"Rebel"), including those set forth on Exhibit D, copyrights, royalty agreements
and brand or  private  label  names of which the  Seller is owner,  licensor  or
licensee,   bonds  and  surety  agreements,   surety  deposits,  trade  secrets,
contractual  rights,  actions,   telephone  numbers,  customer  lists,  customer
contract  rights,  correspondence  files and records,  accounts payable records,
customer files,  computer programs (wherever located,  including but not limited
to programs for payroll,  general ledger,  operating statements,  monthly profit
and loss statements and balance sheets), production records, purchasing records,
inventory  records,  employment  files,  and all other assets  necessary for the
continued  conduct Seller's  business by Buyer  (hereinafter  referred to as the
"Intangibles").

II.      CONSIDERATION

As consideration for the sale and transfer of the Assets, at Closing:

(A)      Buyer shall  assume,  pay-off or acquire  Seller's  current debt to 
Harris Bank,  Chicago,  in an amount not to exceed Four Hundred Seventy Thousand
Dollars  ($470,000),   plus  current  interest,  and  shall,  as  part  of  such
transaction,  obtain the release of any guarantees  which may have been given to
such bank in connection with such loan. Buyer may cause a third party to acquire
from Harris Bank its rights in such debt and any security  interests  granted by
Seller securing such indebtedness.

(B)      Buyer shall  acquire  the  balance of the  indebtedness  of Seller to 
Michael Balkin  ("Balkin") which existed as of January 18, 1999 and which exists
on the Date of Closing  including  the  outstanding  amount of new loans made by
Balkin to Seller  after  January  18,  1999,  which are  approved  in writing in
advance by CGI,  which  indebtedness  shall be  payable on terms and  conditions
which are  mutually  acceptable  to Buyer and Balkin.  Notwithstanding  any such
approval,  CGI  and  Buyer  shall  have  no  obligation  with  respect  to  such
indebtedness if the transaction contemplated herein does not close.

(C)      Buyer shall acquire the balance of the  indebtedness  of Seller to 
Neil Seltzer  ("Seltzer",) on the Date of Closing, on terms and conditions which
are mutually acceptable to Buyer and Seltzer.

(D)      Buyer shall at Closing  agree to pay to Seller up to Five Hundred  
Twenty-Five  Thousand  Dollars  ($525,00.00) to be used exclusively to pay those
obligations  of Seller as are  listed on  Exhibit E  attached  hereto  with such
changes as Buyer and Seller agree upon at Closing. Such amounts shall be paid to
Seller  or  through  an  escrow as Buyer  directs  from time to time.  Buyer may
off-set  against  the  balance of such amount any claims paid by Buyer or CGI in
their discretion relating to such obligations or any other obligations of Seller
or  arising  form any  breach  of any  agreement,  covenant,  representation  or
warranty of Seller hereunder.

(E)      Buyer will  assume  Seller's  obligations  under such  leases and other
agreements  which  Buyer agrees to assume at Closing.

F)      At the  Closing,  Buyer and Seller  shall  agree upon an  allocation  of
the  purchase  price for Internal Revenue Service Form 8594.

III.     ADDITIONAL AGREEMENTS

(A)      Employees

Buyer shall prior to closing  designate  such employees of Seller who it desires
to have be  employed  by Buyer  from and after  the  Closing.  Seller  agrees to
attempt to induce such  employees to accept such  employment  by Buyer as of the
Closing Date.  Subject to the  foregoing,  Buyer shall not be obligated to hire,
but may in its discretion  hire,  any of Seller's  employees and Seller shall be
solely  responsible for the buyout of any employment  agreements to which Seller
is  subject  or  the  payment  of any  severance  packages  to  any of  Seller's
employees.  Seller shall remain obligated for all employment matters relating to
its  employees,  including  but not limited to accrued  salaries,  vacations and
other employment benefits, none of which shall be assumed by Buyer except on the
terms provided below, and shall indemnify, defend and hold Buyer on CGI harmless
against any such claims.

(B)      Real Estate Lease

Seller's  lease for its existing  facilities  is identified on Exhibit F. Seller
agrees to  assist  Buyer in  obtaining  any  required  consents  of the  lessors
thereunder  for the  assignment to Buyer or at Buyer's  request  assist Buyer to
negotiate a new or amended leases for such facilities.

(C)      Equipment Leases

All of  Seller's  leases,  other  than the leases  identified  in Exhibit G, are
listed on Exhibit I attached hereto.

(D)      Executory Agreements

Buyer shall assume,  effective  from and after the Closing,  Seller's  executory
obligations (that is, obligations to be performed after the Date of Closing) for
performance  of, and, to the extent  possible  under the terms  thereof  without
incurring  additional monetary  obligations or personal  guaranties,  secure the
release  of  Seller  after  Closing  from its  liability  under,  the  executory
contracts of Seller listed in Exhibit H of this Agreement. Seller agrees, except
as may expressly assumed by Buyer, to pay all monetary  obligations and shall be
responsible  for  all  nonmonetary  obligations  under  or  arising  out of such
agreements prior to the Date of Closing.

(E)      Change of Name

Upon the  Closing  Seller  shall  change  its name to some name  which  does not
contain the name Salle or any name similar thereto.

IV.      CLOSING AND DELIVERIES

(A)      Closing

The closing shall be held at 10:00 a.m. on March 5, 1999,  (the  "Closing,"  the
"Closing  Date"or  the  "Date of  Closing")  but in any  event  shall be  deemed
effective  on and  as of the  close  of  business  on  the  preceding  day.  All
transfers,  assumptions,  computation of the purchase price and prorations shall
be on and as of the close of business on the day preceding the Closing.  Closing
shall be at the offices of Jolivette & Templer,  P.C., 10 South LaSalle  Street,
Chicago,  Illinois  or at such  other  place as  mutually  agreed  upon.  If all
conditions  to be met on or before the  specified  date for the Closing have not
been met,  then the party  whose  obligations  are  subject to such  unfulfilled
conditions  shall have the right to defer the Closing to another  date not later
than 30 days thereafter.

(B)      Transfer of Assets and Other Agreements

(1)      Seller   At the Closing, Seller shall:

(i)      Convey to Buyer by bill of sale  absolute  with  warranty of title and
free and  clear of any  liens or  encumbrances  other  than  those  specifically
assumed by Buyer, but otherwise "as is, where is" and without any warranty as to
quality or fitness, the Machinery and Equipment and the Inventory;

(ii) Assign to Buyer the Cash Equivalents free and clear of any liens or
encumbrances. In addition Seller shall deliver to Buyer a specific assignment of
all claims relating to accounts  receivable of Seller due from General Nutrition
Corporation.

(iii) Assign to Buyer all leases, contracts and agreements which are to be
assigned to Buyer pursuant to this Agreement with any required consents;

(iv) Assign to Buyer all the patents and trademarks and applications
therefor  listed on Exhibits C and D and the goodwill  connected  therewith  and
other Intangibles and assign to Buyer all of Seller's right,  title and interest
in and to any licenses held by Seller as listed on Exhibits C and D;

(v) Amend its Articles of Organization and Operating Agreement to change
its name to take out the word Salle or any name similar thereto. At the Closing,
Articles of Amendment to such effect shall, at its cost, be filed by Seller;

(vi) Deliver UCC Code searches, for both the Illinois Secretary of State
and Lake County,  Illinois, and any other counties where its assets are located,
and judgment, tax and federal tax lien searches dated no more than five (5) days
prior to Closing  showing no liens or  encumbrances  on any of the Assets  other
than liens  which will and shall be  released at the Closing or have been waived
by Buyer;

(vii)    Deliver releases form the Illinois  Department of Revenue and Illinois
Department  of  Employment  Security  (collectively  the  "Departments")  of any
liability for sales,  use,  withholding,  income and other monies owed up to and
including  the Date of Closing.  In the event  either of the  Departments  shall
issue an order to Buyer to  withhold a certain  amount form the  purchase  price
pending its  examination  of accounts  and  issuance of releases  does not occur
until the filing for such returns, such amount of money shall be held out of any
cash portion of the purchase  price payable to Seller and such  withheld  amount
shall be deposited with Jolivette & Templer, P.C. to be held by them as security
in compliance  with the order of either or both  Departments  until such time as
written  releases are  received.  Upon  issuance of such written  releases,  the
withheld money shall be paid over to Seller after deducting  therefrom  whatever
amount of deficiency may be found due to the  Departments.  Jolivette & Templer,
P.C.  are  hereby  authorized  to pay  such  deficiency  due to the  appropriate
Department and to remit the balance, if any to Seller;

(viii) Deliver to Buyer the agreements of Balkin and Seltzer in forms
acceptable to Buyer relating to the assignment of the indebtedness of Seller to
such individuals.

(ix) Deliver the opinion of Seller's attorney as provided herein.

(x) Deliver a Certificate of Good Standing of Seller from the Illinois
Secretary of State dated not more than thirty (30) days prior to the Closing and
certified   resolutions   of  the  managers  and  members  of  Seller  that  the
transactions  contemplated  herein have been directly authorized by such parties
and that Balkin is  authorized  on behalf of Seller to execute and deliver  this
Agreement and any and all documents required of Seller hereunder, and

(xi) Such other documents which CGI and Buyer deem reasonably necessary to
vest in  Buyer  title  to the  Assets  free  and  clear  of all  liens,  claims,
encumbrances, pledges and security interests.


(2) Buyer

At the Closing, Buyer shall:

(i) Assume payoff or acquire Seller's loan from Harris Bank Chicago, up
to the amount of Four Hundred Seventy Thousand Dollars ($470,000),  plus current
interest,  provided,  however,  if Buyer has not as of the Closing  received the
capital referred to in XII (D) (1) and waives such requirement,  then Buyer need
not assume,  pay or acquire such indebtedness  until fifteen (15) days after the
Closing.

(ii) Assume the executory contracts listed on Exhibit H.

(iii) Deliver a Certificate of Good Standing of Buyer from the Illinois
Secretary  of State  dated not more than  thirty  (30) days prior to Closing and
certified  resolutions  of  Buyer's  Board of  Directors  that the  transactions
contemplated herein have been duly authorized by its directors; and

(iv)     Deliver the opinion of Buyer's attorney as provided herein.


(3) CGI

At the Closing, CGI shall:

(i) Deliver the opinion of CGI's attorneys or provided herein;

(ii) Deliver a Certificate of Good Standing of CGI from the Nevada
Secretary  of State  dated not more than  thirty  (30) days prior to Closing and
certified  resolutions  of  CGI's  Board  of  Directors  that  the  transactions
contemplated herein have been duly authorized by its directors.


(4) Additional Closing Documents
Seller  and Buyer  shall  execute  and  deliver  all  additional  documents  and
instruments  which  Buyer's  counsel  and  Seller's  counsel  may  mutually  and
reasonably   determine  are  necessary  to  the  proper   consummation  of  this
transaction.

C. Non-Assumption of Liabilities

Except for the obligations under contracts assigned to and specifically  assumed
by Buyer at Closing,  Buyer does not assume and shall not be obligated to pay or
discharge  any  liability  or  obligation  (absolute,  contingent,  disclosed or
undisclosed) of Seller arising from the operation of the Seller's  businesses or
the sale of the Assets to Buyer, or otherwise.  Without  limiting the generality
of the foregoing,  Seller shall pay or discharge, and Seller shall indemnify and
hold Buyer and CGI harmless  from all  liabilities  of Seller  including but not
limited to: (i) all taxes incurred or arising prior to or as a result of Closing
including,  but not limited to, the  payment of federal,  state or local  sales,
income or withholdings  taxes; or (ii) any claims made by any employee of Seller
arising from their  employment by Seller  including,  but not limited to, claims
for discharge,  back pay, unearned vacation pay, unpaid employment  benefits and
future  employment  with Buyer or (iii) any claims,  known or unknown,  fixed or
contingent,  including but not limited to those listed on Exhibit E, made by any
creditors  of Seller  which are not  specifically  assumed by Buyer in  writing.
Seller represents that all of its employees other than Ray Schumer are "at will"
and Seller  specifically  agrees that Buyer has not and will not agree to and is
not obligated to employ any of Seller  employees.  Seller may discharge  some or
all of its  employees  as of the Closing and Seller  shall be liable for any and
all liabilities arising from any such discharges.  All taxes and similar amounts
due and owing to any governmental agency relating to Seller's employees shall be
paid by Seller on or before their due dates.  No adjustment  shall be made under
the foregoing if Buyer's unemployment  compensation contribution rate is changed
as a result of the transactions contemplated by this Agreement.

V.       PRORATION AND COST ALLOCATION

(A)      Lease Payments

Except as otherwise  set forth  herein,  Seller shall pay at or prior to Closing
all  rents,  real  estate  taxes and other  obligations  under its leases of its
facilities  which have  become due and  payable  prior to Closing  and any other
leases to be  assigned  to Buyer.  Buyer  shall  receive a  proration  credit at
Closing  for  any  accrued  obligations  under  such  leases.   Buyer  shall  be
responsible for any year end adjustments under such leases for real estate taxes
or operating expenses.

(B)      Other Costs

Each party  shall pay its own  attorney's  fees,  accountants'  fees and other 
fees and  expenses incurred by each party related to this transaction.

(C)      Accrued Vacation and other Pay

Seller  shall at  Buyer's  election  pay Buyer at  Closing  for all of  Seller's
employees  hired by Buyer an amount equal to the unused and/or  unpaid  vacation
benefits and  emergency  leave and sick leave to which  Seller's  employees  are
entitled  through the Date of Closing.  To the extent it receives  the  foregoin
payment,  Buyer hereby  covenants and agrees to be responsible  for all vacation
benefits  and  emergency  leave and sick  leave due or alleged to be due to such
employees  as of, and after the Date of  Closing.  Seller  agrees to  indemnify,
defend and hold Buyer harmless from any and all loss, liability, damage, claims,
costs or expenses,  including  reasonable  attorneys fees, incurred by Buyer for
vacation benefits and emergency leave and sick leave for Seller's  employees for
which Buyer has not received such payment.

(D)      Severance  Packages,  Incentive Bonuses 

Seller shall be responsible  for paying any obligations to buyout any employment
contracts and/or severance  packages,  none of which are being assumed by Buyer.
Seller shall be responsible  for and pay any incentive  bonuses  directly to the
recipients  thereof,  if any,  consistent  with Seller's prior practices for the
period to the Date of`  Closing.  Seller shall at the Date of Closing pay to the
service company  handling its payroll an amount equal to any FICA,  unemployment
compensation or similar tax levied against the employer in connection therewith.

(E)      Salaries

To the extent any salaries or wages are due or accrued to Seller's employees who
are hired by Buyer,  Seller  covenants  and agrees to pay such salaries or wages
and taxes  when due and  payable  in the normal  course of  business  and Seller
agrees to indemnify,  defend and hold Buyer harmless against any claims for such
amounts by Seller's employees and for any taxes related thereto.
 
(F)      Contracts,  Utilities, Etc. 

Except as otherwise provided herein, all amounts due under the contracts, leases
and  agreements  being  assigned as listed on Exhibit B or otherwise  assumed by
Buyer shall be prorated as of Closing.  Except as otherwise provided herein, all
utility charges shall be prorated as of Closing, or final meter reading shall be
made and Seller shall pay such amounts as per the final bills. Sales commissions
due to commissioned sales agents shall not be prorated, and Seller covenants and
agrees to pay all amounts due from Seller to such agents.

(G) Proration Payments To the extent any of Seller's costs or prorations are not
paid at Closing,  such amounts shall be included as part of Seller's obligations
referred to in II (D) above.

VI.      REPRESENTATIONS AND WARRANTIES OF SELLER

(A)  Representations  and  Warranties of Seller In addition to those  warranties
contained elsewhere herein,  Seller represents and warrants to Buyer and CGI the
following,  both as of the date this  Agreement is fully  executed and as of the
Date of Closing,  except  where  specific  reference  is made to another date or
dates, in which case such date or dates will be applied hereunder:

(1)  Organization and Authority 

Seller is a limited liability company organized,  validly existing,  and in good
standing under the laws of the State of Illinois,  and has the power to carry on
its operations as they are now being conducted.  The execution of this Agreement
and the  consummation  of the  transactions  contemplated  hereby have been duly
authorized  by all  necessary  action of  Seller.  This  Agreement  is valid and
binding on Seller,  and neither the execution of this  Agreement nor the Closing
of the transactions  contemplated  hereby is or will be in violation of Seller's
Articles of Organization  or Operating  Agreement or any of the agreements to be
assigned to Buyer except for any such violations which shall have been waived at
or prior to Closing.

(2)      Results of Operations and Cost of Sales

Seller has  heretofore  delivered to Buyer  unaudited  financial  statements for
1998, a copy of which is attached  hereto as Exhibit I, which fairly present the
financial  condition  and the assets and  business of the Seller for the periods
covered thereby.
                  
(3)      Changes Since December 31, 1998

Since  December 31, 1998,  to the best of Seller's  knowledge  and except as may
have been previously disclosed to Buyer in writing, there has not been:

(i)      any  change  which  would  have  a  material  adverse  affect  on  the
financial  condition of Seller as reflected in the statements referred to in the
preceding sub-paragraph, or

(ii)     any  material  loss,  damage  or  destruction  to any of its  owned or
leased  property which has not been repaired or will not be repaired or replaced
by the Closing Date (whether or not covered by insurance).
                  
(4)      Defaults Under Contracts

To the best of  Seller's  knowledge,  all third  parties  with whom  Seller  has
contractual  relationships  materially  affecting the continued operation of its
business  are in  substantial  compliance  therewith  and  are  not  in  default
thereunder  except  as set forth in  Exhibit  J  hereto.  Except as set forth in
Exhibit J, Seller is not in default in any material  respect under  contracts to
which it is a party or in respect to obligations owed by it materially affecting
the continued operation of its business.
 
(5)      Reports.

To the  best of  Seller's  knowledge,  all  reports  currently  required  by any
federal,  state or local governmental  agency pertaining to occupational  health
and safety or environmental  matters which would affect the continued operations
of its business have been timely filed by it and to the best of the knowledge of
Seller and its managers the Seller is in substantial  compliance  with all laws,
regulations  and orders  which  could have a  material  affect on the  continued
operation of its current businesses.

(6)      Environmental Matters

The Seller's facilities and the operation of Seller's business at such locations
are not in violation of any federal, state or local environmental laws, rules or
regulations, there have been no discharges of any hazardous or toxic substances,
as defined in any  federal,  state or local laws,  rules or  regulations,  on or
about  such  facilities  and  there is no  friable  asbestos  on or  about  such
premises. Seller has not received any actual notices of any alleged violation or
the  alleged  violation  of  such  premises  of  any  federal,  state  or  local
environmental  laws, rules or regulations.  Seller is not required to obtain any
licenses under any federal,  state or local environmental laws for the operation
of its business as now conducted.
                  
(7)      Business Licenses and Permits.

To the best of  Seller's  knowledge,  Seller has  secured  any and all  permits,
licenses or authorizations  necessary from federal,  state,  municipal and other
governmental agencies to conduct its business as presently operated and all such
permits, licenses and authorizations are listed on Exhibit K attached hereto.
                  
(8)      Taxes.

There are no tax liens on any  Assets,  nor have any tax  claims  been  asserted
insofar as they relate to such Assets or Seller's  facilities,  and no basis for
any such claims exist.

(9)      Title to Assets.

The Seller owns outright and has good and marketable title to, all of the Assets
free and clear of all liens, pledges, mortgages, security interest,  conditional
sales  contracts  or  encumbrances  of any  nature  whatsoever  except  for such
interests which will be released as to the Assets at Closing or have been waived
by Buyer.
                  
(10)     Right to Assign

Seller has the right to assign to Buyer all the  assets,  leases and  agreements
being  assigned to Buyer without the consent of other  parties,  except for such
consents as are listed on Exhibit L attached hereto, all of which consents shall
be given prior to or at the Closing.
                  
(11)     Collective Bargaining Agreements, Retirement Benefits

Seller is not subject to any collective  bargaining agreements or multi-employer
pension or benefit  plans and to the best of its knowledge is not subject to any
current or threaten labor or union organizational efforts. Seller does not have,
and has not  previously  had any  pension,  profit  sharing,  401(k) or  similar
employment  benefit  plans and has no  obligations  for any unfunded  retirement
benefits.
                  
(12)     Other Instruments


Neither  the  entering  into  nor  the  carrying  out of this  Agreement  or the
transactions  contemplated  hereby will,  except as shall be waived on or before
the  Closing,  result in any  breach,  violation  of or conflict  with,  or will
accelerate  or permit the  acceleration  of the  performance  required by or the
cancellation  or termination of, any term or provision of any agreement or lease
being  assumed  by Buyer or any  agreement  or lease  materially  affecting  the
continued operations of Seller's facilities or will create or result in any lien
on the Assets except as provided herein. 

(13)     Other Matters.
                           
(i)      To the best of Seller's knowledge,  there is no litigation  threatened
or  pending  involving  Seller or its  facilities  except as listed on Exhibit M
hereto;
                           
(ii)     Seller  is  the  owner  of  all  the  patents,   patent  applications,
trademarks, service marks, business names and copyrights being assigned pursuant
hereto,  has not assigned or licensed any rights with regard thereto and has not
received  any claim  contesting  the  validity or  enforceability  of any of the
foregoing.

(14)     Year 2000 Software Warranty

Except as expressly set forth in Exhibit N:

(i)      None of the computer systems owned or operated by Seller,  and none of
the computer  systems operated by any third party for the benefit of the Seller,
including without limitation any mainframe  computer systems,  computer networks
and  personal  computer  systems,  contain any  software  which is  incapable of
recognizing  and  correctly  calculating  dates on or after  January 1, 2000, or
which would otherwise cause such computer  systems to fail to perform any of its
intended  functions in a proper manner in connection  with data  containing  any
date on or after  January 1, 2000 (the "Year  2000  Problem"),  and none of such
computer systems will result in the failure or disruption of any of the Seller's
business, operations,  financial reporting, tax reporting, inventory management,
accounts  receivable  systems,  accounts payable systems,  invoicing,  delivery,
personnel  management or records,  benefits  records or  administration,  or any
other records or systems, as a result of the Year 2000 Problem.


(ii)     Exhibit N contains a true,  correct and  complete  list of all written
or oral studies,  audits, surveys, reports and investigations conducted by or on
behalf of the Seller with respect to the Year 2000 Problem, and a description of
the Seller's efforts to analyze,  modify or replace all computer  software which
the Seller has deemed  necessary or appropriate in connection with the Year 2000
Problem.
                           
(iii)    The Seller is in possession  of, and has the right to copy and modify,
the source code version of all software used by the Seller or by any third party
for the  benefit  of the  Seller,  the  failure of which  software  would have a
material  adverse  effect  on the  Seller  or its  business,  assets,  condition
(financial or otherwise) or prospects.

                           
(iv)     The  Seller  does  not  receive  data,   whether  by  electronic  data
interchange  ("EDI") or  otherwise,  which is to be used or  manipulated  by any
computer  system operated by the Seller or by any third party for the benefit of
the Seller and which is not Year 2000 Compliant.
                           
(v)      The Seller does not have any  liability to any third  party,  pursuant
to any federal or state security laws or otherwise,  arising out of the Seller's
failure to disclose reasonably  foreseeable costs or liabilities relating to the
Year 2000 Problem.
                           
(vi)     The  Seller has taken all  appropriate  steps to  preserve  its rights
under  warranties  extended  to the  Seller  by third  parties  relating  to any
computer  system's  failure  to  be  Year  2000  Compliant,   including  without
limitation  the  delivery  of  appropriate  notices  to toll the  expiration  of
applicable warranty survival periods.
                           
(vii)    The Seller has not  extended  to any third  party any  warranty  which
could give rise to the Seller's  liability as a result of any computer  system's
failure to be Year 2000 Compliant.

         
(15)     Members
The parties to sign the Covenant Not to Compete by Members  attached  hereto are
all the members of Seller.


VII.     REPRESENTATIONS AND WARRANTIES OF BUYER AND CGI

(A)      Representations and Warranties of Buyer

In addition to those  representation and warranties  contained elsewhere herein,
Buyer shall  represent  and warrant to Seller the  following,  as of the Closing
date, except where specific reference is made to another date or dates, in which
case such date or dates will be applied hereunder:
                  
(1)      Corporate Standing

Buyer is a  corporation  duly  organized  validly  existing and in good standing
under  the  laws of the  State  of  Illinois  and has the  power to carry on its
operations  as  they  are  now  being  conducted.   The  transactions  of  Buyer
contemplated  hereby have been duly authorized by all necessary  action of Buyer
and the Closing of the transactions  contemplated hereby are not in violation of
Buyer's Articles of Incorporation or by-laws.
                 
(2)      Authorization and Effect

This Agreement,  the execution and delivery  hereof,  and the performance of all
the  obligations of Buyer hereunder will as of the Closing have been approved by
all necessary  corporate  action on Buyer's part and will  constitute the legal,
valid and binding obligations of Buyer in accordance with their terms and do not
violate any agreements binding on Buyer.
         
(B)      Representations and Warranties of CGI

In addition to those  representation and warranties  contained elsewhere herein,
CGI shall represent and warrant to Seller the following, as of the Closing Date,
except where specific  reference is made to another date or dates, in which case
such date or dates will be applied hereunder:
                  
(1)      Corporate Standing

CGI is a corporation duly organized, validly existing and in good standing under
the laws of Nevada, and has the power to carry on its operations as they are now
being  conducted.  The  transactions of CGI  contemplated  hereby have been duly
authorized  by all  necessary  action of CGI and are not in  violation  of CGI's
Articles of Incorporation or by-laws.
                  
(2)      Authorization and Effect

This Agreement,  the execution and delivery  hereof,  and the performance of all
the  obligations  of CGI hereunder  will as of the Closing have been approved by
all  necessary  corporate  action on CGI's part and will  constitute  the legal,
valid and binding obligations of CGI in accordance with their terms.

VIII.    BULK SALES LAW AND COMMISSIONS

(A)      Waiver of Compliance.

Buyer  waives  compliance  by Seller with the  provisions  of any bulk sale law,
provided that Seller will indemnify, defend and hold Buyer and CGI harmless from
any and all loss,  liability,  damage,  costs or expenses,  including reasonable
attorneys'  fees,  and  claims  against  Buyer  and/or CGI  resulting  from such
non-compliance.


(B)      Commissions.

The parties hereby each represent and warrant,  one to the other, that they have
not contracted or entered into any agreement with any broker,  agent,  finder or
any other party in connection with this transaction, and they have not taken any
action which would result in any  broker's,  agent's,  finder's or other fees or
commissions being due or payable to with respect to the transaction contemplated
hereby.  Each party hereby  indemnifies  and agrees to defend and hold the other
party  harmless from any loss,  liability,  damage,  cost or expense  (including
reasonable  attorney's  fees) resulting to the other party by reason of a breach
of the representation and warranty made by such party herein.

IX.      CLAIMS

It is  understood  and agreed  that,  with the  exception  of those  liabilities
expressly  assumed  in  writing  by Buyer at  Closing  for debts  and  executory
contracts of Seller to the extent and as provided in this Agreement,  all claims
arising  from the  operation,  manufacture  and sale of  products,  or otherwise
arising by or through  the  conduct of  business  by Seller or its  predecessors
prior  to  Closing  and  for  any  breach  of  any   covenants,   warranties  or
representations  of Seller hereunder,  shall be the responsibility of Seller and
all claims  arising from the  operation,  manufacture  and sale of such products
after Closing or otherwise  arising by or through the conduct of the business by
Buyer and any breach of any covenants,  warranties or representation of Buyer or
CGI shall be the  responsibility of Buyer.  Seller shall indemnify and agrees to
defend and hold Buyer and CGI  harmless  and Buyer shall  indemnify,  defend and
hold Seller and CGI harmless from any loss,  liability,  damage, cost or expense
(including  reasonable  attorney's fees) to the other parties as a result of the
breach of any representation, warranty or covenant herein or of claims which are
the  responsibility  of the  indemnitor,  and shall  cooperate in all reasonable
respects in any defense  thereof.  Such  indemnity  shall  extend to the parties
respective officers, directors, employees and agents.


X.       NOTICE AND OPPORTUNITY TO DEFEND

If any party becomes aware of a possible  claim for indemnity from another party
pursuant to this  Agreement,  such parties  claiming  indemnity shall notify the
indemnifying  party  promptly upon  becoming  aware of the claim and shall allow
such other party to assume defense or other appropriate  handling of the matters
creating the claim for indemnity if such party indicates its intention to assume
the  defense  of the claim by notice in  writing  within  ten (10) days of being
notified of the claim for indemnity.

XI.      CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS

The obligation of the Seller to consummate the transaction  contemplated by this
Agreement  shall be subject  to the  fulfillment  by the Buyer  and/or CGI at or
prior to the Closing of the following conditions:

(A)      Opinion of Buyer's and CGI's Counsel.

On the Closing Date,  Seller shall have received in writing a favorable  opinion
of Buyer's and CGI's counsel to the effect that:

From CGI's counsel:

(1)      CGI is a corporation duly  incorporated and organized,  validly 
existing and in good standing under the laws of Nevada.

(2)      CGI has full  corporate  power  and  authority  to  execute  and  
deliver  thisAgreement and CGI has full corporate power and authority to perform
all of its obligations hereunder;
                  
(3)      Execution  and delivery of this  Agreement by the CGI has been duly  
authorized  by all  requisite  corporate  action,  this  Agreement  is valid and
legally binding upon CGI, subject to bankruptcy,  insolvency,  reorganization or
similar  laws of general  application,  and to the best of  counsel's  knowledge
neither the execution or delivery of this  Agreement by CGI nor the  performance
by CGI of the terms and  provisions of this Agreement will violate any provision
of law  (except as the same may be  specifically  waived  herein),  and will not
conflict  with or result in the breach of any of the terms and  provisions of or
constitute a default  under the Articles of  Incorporation  or By-Laws of CGI or
under any material  indenture,  mortgage,  agreement,  instrument  or commitment
binding on CGI or any of its properties. 

From Buyer's counsel:

(4)      Buyer is a corporation duly  incorporated  and organized,  validly 
existing and in good standing under the laws of Illinois;

(5)      Buyer has full  corporate  power and authority to perform all of its 
obligation hereunder;

(6)      The  performance  of this  Agreement by Buyer has been duly  authorized
by all requisite corporate action and, subject to bankruptcy, reorganization and
similar  laws of general  application,  to the best of counsel's  knowledge  the
performance  by Buyer of the terms and  provisions  of this  Agreement  will not
violate  any  provision  of law (except as the same may be  specifically  waived
herein), and will not conflict with result in the breach of any of the terms and
provisions  of or constitute a default  under the Articles of  Incorporation  or
By-Laws  of  Buyer  or  under  any  material  indenture,   mortgage,  agreement,
instrument or commitment binding on Buyer or any of its properties.

In giving such opinion,  counsel may place  reasonable  reliance upon the books,
records,  certificates and other material furnished to counsel by CGI and Buyer,
and upon interviews with CGI's and Buyer's officers and other employees.
         
(B)      Representations True at Closing

All  representations and warranties of Buyer and CGI contained in this Agreement
shall be true and  correct in all  material  respects  on and as of the  Closing
date,  and Buyer and CGI shall not be in default  under any of the terms of this
Agreement.
         
(C)      Deliveries.

Buyer or CGI shall have  executed  and  delivered  to Seller on the Closing date
those items required hereunder.

XII.     CONDITIONS PRECEDENT TO BUYER'S AND CGI'S OBLIGATIONS

The obligation of the Buyer and CGI to consummate the transactions  contemplated
by this Agreement shall be subject to the fulfillment at or prior to the Closing
of the following conditions:
         
(A)      Opinion of Seller's Counsel.
On the Closing  date,  Buyer and CGI shall have  received in writing a favorable
opinion of Seller's counsel, to the effect that:
                  
(1)      Seller  is duly  organized  and is  validly  existing  as a  limited 
liability  company in good standing under the laws of Illinois,  with full power
and  authority to own and operate its  business as now  conducted by it with the
Assets and to execute  and  deliver  this  Agreement  and to perform  all of its
obligations hereunder.
                  
(2)      The  execution  of this  Agreement  and  related  documents  have been 
duly and validly authorized,  and are valid and binding upon the Seller, subject
to   bankruptcy,   insolvency,   reorganization   or  similar  laws  of  general
application,  and to the best of counsel's  knowledge  neither the  execution or
delivery  of this  Agreement  by the  Seller  nor the  performance  by it of the
various terms and provisions of this Agreement will violate any provision of law
(except as the same may be specifically  waived  herein),  and will not conflict
with or result in the breach of any of the terms and provisions of or constitute
an material default under the Articles of Organization or Operating Agreement of
the Seller.

                  
(3)      Except as set forth in an Exhibit to this  Agreement,  to the best of 
counsel's knowledge,  the execution,  delivery and performance of this Agreement
by Seller will not constitute a default under,  or a violation or breach of, any
material indenture, license, lease, franchise,  instrument or other agreement to
which Seller is party which would affect Seller's ability to transfer the Assets
sold hereunder in the condition required hereunder or create any lien thereon.
                  
(4)      Counsel  is not  aware  that any  authorization,  consent  or  approval
of any  regulatory  authority  of the federal  government  or any state or local
government is necessary in connection with the consummation of this Agreement by
Seller.

In giving such opinion,  counsel may place  reasonable  reliance upon the books,
records,  certificates  and other material  furnished to counsel by Seller,  and
upon interviews with Seller's managers and other employees.
         
(B)      Representations True at Closing.
All  representations  and warranties of Seller contained in this Agreement shall
be true and correct in all  material  respects on and as of the Closing  Date as
though made on or as of the  Closing  Date,  and Seller  shall not be in default
under any of the terms of this Agreement.

(C)      Deliveries.
Seller and the other  applicable  parties  shall have  executed and delivered to
Buyer or CGI on the Closing Date those items required hereunder.
         
(D)      Financing.
                           
(i)      Buyer shall have  received firm  commitments  from its investors for a
total capital  infusion in a form  satisfactory to Buyer of at least One Million
Five Hundred Thousand Dollars ($1,500,000). Once such a firm commitment has been
received by Buyer,  then this condition  shall be deemed to have been fulfilled,
subject,  however,  to fulfilling  any  conditions of such  commitments  and the
funding of such amount by such investors.
                           
(ii)     A commitment  from a financial  institution for a line of credit in an
amount and on terms deemed  sufficient by Buyer and the closing for such line of
credit occurs concurrent with the Closing hereunder.

(E)      Balkin and Seltzer Agreements

Buyer shall have  negotiated  mutually  agreeable  terms with Balkin and Seltzer
relating  to the  assignment  of  Seller's  debt to such  parties and Balkin and
Seltzer shall have executed and delivered Agreements to such effect at Closing.
         
(F)      Lease

Buyer  shall  have  negotiated  a  satisfactory  arrangement  with the lessor of
Seller''s  existing  facilities  or shall accept an  assignment  of the existing
lease for such facilities with the lessor's consent, if required.


         
(G)      Environmental Matters.

Buyer and CGI are  satisfied  in their  sole  discretion  that none of  Seller's
facilities are subject to any past, current or threatened  environmental  matter
or condition.
         
(H)      Litigation, Collective Bargaining Agreements, Retirement Benefits.

Buyer and CGI are satisfied in their sole  discretion that Seller is not subject
to any pending or threatened material litigation or other proceedings and Seller
is not subject to any collective  bargaining  agreements or unfunded  retirement
benefits.
         
(I)      Shareholder and Regulatory Approval.

CGI shall have obtained all necessary  approvals from its  shareholders  and any
regulatory bodies for the transaction contemplated hereby and the performance of
CGI's obligations  hereunder and under any documents to be signed,  delivered or
performed pursuant hereto.
         
(J)      Satisfaction of Due Diligence

Buyer and CGI shall  have  been  satisfied  in their  sole  discretion  with the
results of their due diligence examination of Seller and its affiliates.
         
(K)      Covenant Not To Compete

The  Covenant  Not to Compete By Members  shall be signed by Balkin and Merlo at
the Closing and by the other members within seven (7) days of the Closing.

In the event that any of the conditions  precedent to the performance of Buyer's
and CGI's  obligations  hereunder have not been satisfied (or waived by Buyer or
CGI) prior to Closing,  the Closing  shall be  postponed  up to 30 days to allow
Seller to cure such conditions.  At the end of such 30 day period, Buyer and CGI
shall either (x) close  (whether  such  conditions  have been  satisfied or not)
without any reduction in the purchase  price;  provided,  however,  Seller shall
remain  obligated  during the period of such delay for all monetary items and/or
give Buyer or CGI a proration credit therefor and as to any  unliquidated  items
Seller shall indemnify Buyer and CGI therefor as provided in Paragraph IX above,
or, (y) if such  conditions  have not been  satisfied,  notify  Seller  that the
Agreement is terminated by reason thereof.
         
Upon the  occurrence of the Closing  hereunder all  conditions  precedent to the
Closing shall,  subject to the above, be conclusively deemed satisfied or waived
solely for the purpose of the Closing by Buyer and CGI; provided,  however, such
waiver  or   satisfaction   shall  not   affect  or  negate   any  of   Seller's
representations,  warranties,  covenants or indemnities  contained herein, which
representations,  warranties  covenants and  indemnities of Seller shall survive
the Closing. That Buyer or CGI have knowledge of any event, fact or breach shall
not be a waiver  of any  representation,  warranty,  covenant  or  indemnity  of
Seller.


XIII.    ADDITIONAL COVENANTS OF SELLER 
         
(A)      Continuing Operations

Seller  covenants  and agrees with Buyer that,  except as required by applicable
law, from and after January 18, 1999 until the Closing;

(1)      Seller has and will  operate its  business in the  ordinary  course of 
business and  in  such  manner  as  will  not  breach  any of  Seller's  
representations, warranties and covenants  contained herein. 

(2)      Seller has not since January 18, 1999 and will not prior to Closing 
create or  permit to exist any new lien, encumbrance or charge upon the Assets;

                 
(3)      Seller will not permit the  transfer of any of its  membership  
interests, and will not issue any additional interests,  except for transfers of
interests of Seller by and among its existing members;

                  
(4)      Seller  shall  not  enter  into  any  material  contracts,  or  amend  
existing contracts, without first providing a copy thereof to Buyer and CGI;

                  
(5)      Seller  shall  not lend any  money  to or  forgive  any  debts  owing  
from its members,  managers or employees or pay any bonuses to or increase the 
compensation  levels of its members, managers and employees.

         
(B)      Covenant Not to Compete

Seller and Seller's  members  agree as a material  inducement  to Buyer to enter
into this Agreement that for a period of five (5) years from the Date of Closing
they shall not anywhere in the United States  directly or  indirectly  engage in
any business  competitive  with the business  Seller now conducts and agree that
either  Buyer or CGI shall be  entitled,  in  addition to any other  remedy,  to
enforce such agreement by specific performance or by injunctive relief.

XIV.     RISK OF LOSS.

Seller  shall bear the risk of all loss or damage of the Assets  from all causes
until the Closing. If, prior to the Date of Closing, all or a part of the Assets
are damaged by fire or any other cause of whatever nature, Seller shall promptly
give Buyer  written  notice of such  damage,  and Seller  shall,  at its option,
either (a) repair and replace the damaged  Assets;  (b) abate the purchase price
to compensate  Buyer for any diminution in value; or (c) providing the amount of
such loss or damage  exceeds  $150,000  terminate this  Agreement.  In the event
Seller elects repair or replacement,  Seller may postpone the scheduled  Closing
Date for such  period of time as is  reasonably  required  to repair the damaged
Assets.
         

In the event the loss or damage  exceeds  $150,000,  Buyer  shall  also have the
right to terminate this Agreement.  If Seller or Buyer terminates this Agreement
pursuant  to this  Paragraph  XIV,  all rights and  obligations  of the  parties
hereunder shall also terminate.

XV.      DEFAULT
         
(A)      Seller's Default.

If Seller shall be in default after the execution of this Agreement but prior to
Closing in any one of the  covenants  herein  contained,  then Buyer  shall give
written notice thereof to Seller and if such default shall continue for ten (10)
days after receipt of such notice, CGI or Buyer may, at its option:

(1)      Rescind this  Agreement  and require  Seller to reimburse CGI and Buyer
for all  expenses  which  Buyer or CGI  shall  have  incurred  (including  those
incurred  for Seller's  account) in  connection  with the proposed  purchase and
sale,  including but not limited to all attorney's  fees and  accountant's  fees
incurred by Buyer or CGI; or

 (2)      Waive the default and proceed  with Closing  without  reduction in the
purchase  price;  provided,  however,  Seller  shall  remain  obligated  for all
monetary items and/or give Buyer or CGI a proration credit  therefor,  and as to
any  unliquidated  items,  Seller  shall  indemnify  Buyer and CGI  therefor  as
provided in Paragraph  IX above,  Buyer and CGI having the right to enforce this
Agreement by specific performance.
         
(B)      Buyer's Default.

If all Buyer's and CGI's preconditions for Closing have been fully satisfied and
Buyer or CGI fails or refuses to perform their  obligations to close pursuant to
the terms of the Agreement and Seller has not defaulted in its obligations under
this  Agreement  and is  willing  and  able  to  close  the  purchase  and  sale
contemplated  herein,  upon the terms herein set out,  then Seller shall have no
further obligation hereunder and may, at its option:
                  
(1)      Require Buyer and CGI to reimburse  Seller for all expenses  which 
Seller  shall have  incurred  (including  those  incurred  for  Buyer's or CGI's
account) in connection  with the proposed  purchase and sale,  including but not
limited to all attorney's fees incurred by Seller; or

(2)      Pursue any and all remedies which are afforded to it at law or in
equity.

VI.      DUE DILIGENCE, ACCESS TO RECORDS
         
(A)      Due Diligence

Seller agrees to make available to CGI and Buyer and their  representatives  all
of its financial  records and contracts and such other  information which CGI or
Buyer may  request,  and will  provide  to CGI and Buyer  copies of all  leases,
contracts and other written  agreements which relate to Seller's  business.  All
information obtained by CGI and Buyer prior to the Closing shall be held by then
in  strict  confidence  for use  solely  in  connection  with  the  transactions
contemplated  hereby  and shall  not be  divulged  by then to  others  except as
contemplated herein.  Should the Closing not take place, all copies,  memoranda,
work  papers,  notes or  other  documents  compiled  by CGI and  Buyer  shall be
delivered to Seller.
         

(B)      Access by Seller After Closing.

The Buyer and CGI shall  make  available  to the Seller at its  request,  and to
others as lawfully required,  documents, records and all other materials arising
out of or relating  to the  obligations  of the Seller  surviving  the  Closing,
including  but  not  limited  to all  information  necessary  for  Seller's  tax
purposes.

XVII.    MISCELLANEOUS
         
(A)      Captions.

The  captions,  headings  and  arrangements  used  in  this  Agreement  are  for
convenience  only and do not in any way  affect,  limit,  amplify  or modify the
terms and provisions hereof.


         
(B)      Number and Gender of Words

Whenever  herein the singular  number is used, the same shall include the plural
where appropriate, and words of any gender shall include each other gender where
appropriate.
         
(C)      Notices.

All notices,  demands,  requests and other communications  required or permitted
hereunder  shall be in writing,  and shall be personally  delivered or mailed by
certified mail,  first class postage  prepaid,  or by prepaid Federal Express or
other  messenger  service,  to the party to which  directed at its address as it
appears  below,  and shall be  deemed  to have  been  give on the date  actually
received  or  refused.  Any party may change its  address  for  purposes of this
paragraph by giving  written  notice of such change to all other  parties in the
manner hereinabove provided:
                                    



If to the Buyer or CGI:

John Giura
8400 Brookfield Avenue
Brookfield, Illinois 60513

With copy to:

David J. Jolivette
Jolivette & Templer, P.C.
10 South LaSalle Street
Suite 1017
Chicago, Illinois 60603

If to the Seller:

Salle International, L.L.C.
3740 Hawthorne Court
Waukegan, Illinois

Attention: Michael Balkin


With copy to:

Jeffrey Hechtman
Horwood, Marcus & Berk, Chtd.
333 West Wacker Drive
Suite 2800
Chicago, Illinois 60606


         
(D)      Governing Law.

This Agreement is intended to be performed in the State of Illinois and the laws
of such  State,  excluding  its  choice of laws  provisions,  shall  govern  the
validity,  construction,  enforcement and interpretation of this Agreement,  and
all parties  agree to the venue and  jurisdiction  of any Court in Cook  County,
Illinois.
         
(E)      Entirety and Amendments.

This Agreement  embodies the entire Agreement between the parties and supersedes
all prior  agreements and  understandings,  if any,  relating to the transaction
contemplated herein, and may be amended or supplemented only by an instrument in
writing executed by both parties.
         
(F)      Invalid Provisions.

If  any  provision  of  this  Agreement  is  held  to  be  illegal,  invalid  or
unenforceable  under  present  or future  laws,  such  provision  shall be fully
severable;  the  Agreement  shall be construed  and enforced as if such illegal,
invalid or  unenforceable  provision had never comprised a part of the Agreement
and the remaining  provisions  of the  Agreement  shall remain in full force and
effect and shall not be  affected  by the  illegal,  invalid,  or  unenforceable
provision or by its severance from this Agreement.  Furthermore, in lieu of such
illegal, invalid, or unenforceable provision, there shall be added automatically
as a part of this  Agreement  a provision  as similar in terms to such  illegal,
invalid or unenforceable provision as may be legal, valid or enforceable.
         
(G)      Multiple Counterparts.

This  Agreement  may be executed in a number of  identical  counterparts.  If so
executed,  each  of  such  counterparts  is to be  deemed  an  original  for all
purposes,  and  all  such  counterparts  shall,  collectively,   constitute  one
Agreement,  but, in making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart.
         
(H)      Parties Bound.

This Agreement shall be binding upon and inure to the benefit of Seller, Buyer 
and CGI.
         
(I)      Further Acts.

In  addition  to the  acts and  deeds  recited  herein  and  contemplated  to be
performed, executed and/or delivered, Seller and Buyer and CGI agree to cause to
be performed, executed and/or delivered at the Closing or after the Closing such
further acts,  deeds and assurances as may be reasonably  requested by any party
or necessary to  consummate  the  transactions  contemplated  hereby.  After the
Closing  Seller  agrees  to  cooperate  with the Buyer  and CGI  concerning  the
business and the transition,  including but not limited to any legal  proceeding
by or against Buyer and/or CGI with third parties for  collection of receivables
or otherwise.

(J)      Survival.

All of the  representations,  warranties,  covenants and agreements set forth in
this Agreement or in writing  delivered in connection  with this Agreement shall
survive the Closing Date and the consummation of the  transactions  contemplated
hereby.
        
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and 
year first written above.


                     CGI HOLDING CORPORATION


                     By:
                                                    
                     Its:                                                



                     SALLE INTERNATIONAL, L.L.C.


                     By:
 
                     Michael Balkin, Manager


COVENANT NOT TO COMPETE BY MEMBERS

For  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged,  each of the  undersigned  personally  agree  to be  bound  by the
covenant not to compete contained in paragraph XIII (B) above.

                                          


                                  Exhibit 2.2

   Agreement dated March 5, 1999, by and between Personal Care Products, Inc.

                               and Michael Balkin

 
                                    AGREEMENT



AGREEMENT  made this fifth day of March,  1999,  by and  between  PERSONAL  CARE
PRODUCTS, INC., an Illinois corporation ("PCP"), and MICHAEL BALKIN, ("Balkin").

                              W I T N E S S E T H:

Concurrently  herewith  PCP as Buyer is  purchasing  certain  assets  of  Salle'
International,  L.L.C., an Illinois limited liability company ("Salle") pursuant
to an Asset  Purchase  Agreement  dated March 2, 1999 (the  "Salle  Agreement").
Balkin is a creditor of Salle. PCP is not willing to consummate such transaction
with Salle without the agreement of Balkin contained herein.
         
NOW  THEREFORE,  in  consideration  of these  premises  and for  other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, it is mutually agreed as follows:

1.       Assignment of Debt

On and  subject to the terms and  conditions  herein  contained,  Balkin  hereby
sells,  assigns and transfers to PCP any and all indebtedness  known or unknown,
liquidated or unliquidated,  contingent or absolute, owed by Salle to Balkin and
any claims of Balkin against Salle related thereto.  Balkin  represents that the
total  liquidated  indebtedness  of  Salle  to  Balkin  on the  date  hereof  is
$1,693,600.  Balkin  agrees  to  execute  and  deliver  from  time to  time  any
additional  documents  which PCP may request to  evidence  such  assignment  and
agrees to cooperate with PCP to perfect and collect such indebtedness.

2.       Payment

On and subject to the terms and conditions herein contained, PCP hereby agrees 
to pay Balkin:

(a) PCP shall pay Balkin $300,000 upon the date hereof provided Balkin
concurrently delivers to PCP a release from Mark Fuller ("Fuller") releasing any
and all  claims of Fuller  against  Salle and PCP.  If such  equity has not been
received by PCP as of the date hereof,  then such amount shall be payable within
fifteen  (15) days  after the date  hereof  provided  such  release of Fuller is
delivered to PCP.
                  
(b)      PCP shall pay Balkin $342,000, without interest.

                  
(c)      PCP shall pay Balkin $1,000,000 as follows:

                           
(i)      Commencing  on  January  1  of  the  year  immediately  following  the
calendar year when PCP first has earnings  before taxes as defined below,  of at
least Four Hundred  Thousand Dollars  ($400,000),  the unpaid balance shall bear
interest at the rate of eight percent (8%) per annum payable with each principal
payment as provided below:

(ii)     The  principal  of  such  indebtedness  shall  be  paid  in ten  equal
semi-annual  payments on January 1 and July 1 of each year commencing  January 1
of the year that is two fiscal  years after that first  fiscal year in which PCP
has  earnings  before taxes as defined  below of at least Four Hundred  Thousand
Dollars  ($400,000).  For  example,  if PCP's  earnings  for fiscal  1999 exceed
$400,000, then payments shall begin on January 1, 2001.
                           
(iii)    PCP shall have the right to prepay such  indebtedness and the interest
thereon, in whole or in part, at any time.


(d)      PCP shall have the right to set-off against any of such  indebtedness, 
and the escrowed funds referred to in (g) below, and if such indebtedness is not
sufficient;  then the stock of CGI Holding  Corporation  ("CGI")  referred to in
paragraph  3 below,  the  amount of any and all loss,  damage,  claim,  costs or
expenses incurred by PCP or CGI, including  reasonable  attorney fees,  asserted
against or incurred by PCP or CGI arising from the payment of or defense against
any  obligations  of Salle in excess of the Five  Hundred  Twenty-Five  Thousand
Dollars  ($525,000) which PCP has agreed to pay pursuant to the Salle Agreement,
the breach of any covenant, representation or warranty of Salle contained in the
Salle Agreement or any agreement or instrument  delivered in connection with the
Salle  Agreement  or the failure of Salle to  indemnify  PCP and CGI as required
under the Salle  Agreement.  Without  limiting the foregoing,  such claims shall
include any claims made by any taxing authorities, creditors of Salle (including
but not limited to any creditors listed or referred to on Exhibit E of the Salle
Agreement),  employees of Salle,  customers of Salle or  purchasers  or users of
products produced by Salle, any claims for  environmental  matters or any claims
arising out of any litigation  filed against Salle or any bankruptcy  proceeding
filed in respect of Salle. In addition to the amount of such claim, any interest
which may have accrued on the off-set amount shall also be off-set  against such
indebtedness. PCP and CGI shall have the sole right to settle any such claims in
a manner which they deem reasonable.  In the event of any bankruptcy  proceeding
by or  against  Salle,  to the extent any of the  indebtedness  assigned  to PCP
hereunder  or any payments  made to Balkin are deemed to be a preference  or are
required to be paid by PCP,  such  amount,  plus any interest  accrued  thereon,
shall be deducted from the payments to Balkin  hereunder.  If as a result of any
such claim or proceeding, PCP is required to pay over an amount in excess of the
balance  due to Balkin and the value of the PCP and CGI stock,  Balkin  shall on
demand pay such excess to PCP.
                  

(e)      If the claim for  off-set  exceeds  the amount  then owed to Balkin,  
then such claim may be off-set against the shares of CGI issued pursuant to this
Agreement  valued at the average  closing price of CGI common stock for the five
immediately  preceding  business  days  on  which  such  stock  actually  traded
including the day PCP gives written notice of such off-set.
                  
(f)      Balkin hereby agrees not to make any claims against Salle for the  
indebtedness assigned to PCP except such claims as PCP may direct.

(g)      Notwithstanding  the  foregoing,  from the  amounts  payable  to  
Balkin on the execution hereof,  $150,000 shall be deposited into an escrow with
regard  to the  amount  currently  owed by Salle  to  Transcap  Trade  Financing
("Transcap").  PCP may at its option either take on assignment of Salle's rights
and  obligations  under such agreement or cause such agreement to be terminated.
If PCP does not take an  assignment  of such  agreement,  then such funds  shall
remain in escrow until such time as Transcap releases its claims against PCP and
Salle and its liens on the assets  acquired by PCP and PCP may apply any and all
of such funds to obtain such release. Any of such escrowed funds remaining after
such  release  shall  be paid to  Balkin.  If PCP  takes an  assignment  of such
agreement,  at such time as all the  current  obligations  of Salle  under  such
agreement are  satisfied and paid other than by payment by PCP (for example,  if
such  obligations  are  reduced or paid by credits and the check from Sam's Club
referred to below), such escrowed funds shall be released to Balkin. PCP may use
such escrowed funds to satisfy such obligations and at Balkin's  direction shall
use such funds for such purpose. Any funds remaining in such escrow after all of
such  obligations  are satisfied and such claims and liens are released shall be
paid to Balkin.  If such funds are used to satisfy the  obligations of Salle and
if the pending payment of $80,375 has not been received from Sam's Club prior to
such payment,  then such payment from Sam's Club shall be paid to Balkin.  Among
such  obligations  to Transcap is the amount of $80,375  arising  from a stopped
check from Sam's Club.  At such time as a  replacement  check is  received  from
Sam's Club, such funds shall be used to reduce the obligation to Transcap, or if
escrowed funds were used to pay such  obligation and obtain such releases,  such
funds shall be paid to Balkin.

3.       Conversion of Indebtedness into CGI Stock
         
a)      Balkin  shall  have the  right at any time  after  January  1,  2001 to 
convert all of the then balance of the above referred  indebtedness  into common
stock of CGI at the  greater of $1.00 per share or the  average  closing  market
price of such CGI  stock for the five  immediately  preceding  business  days on
which such stock actually traded  including the date CGI receives written notice
from Balkin exercising such conversion right.  Partial  conversions shall not be
permitted.
         
(b)      The shares of stock of CGI issued on such  conversion  have not and 
will  not  be  registered,  may  not be  transferred  except  to  CGI  or  other
shareholders of CGI for two years from and after the date of their issuance, are
not freely  transferable except according to applicable law and the certificates
therefor  will  bear  legends  setting  forth  that  such  shares  have not been
registered and the rights and  restrictions  set forth in this  Agreement.  As a
precondition of the issuance of any shares of CGI or the transfer of such stock,
the  recipient  shall be required to execute and deliver to CGI, as the case may
be, an  acknowledgment  and  agreement to the  foregoing.  In the event that CGI
files a  registration  statement  after the  issuance of such shares of CGI, CGI
will permit such shares to piggy back on such  registration on the conditions of
and to the extent the underwriter permits the same.

4.       Election as Director
Upon the  consummation of the closing under the Salle  Agreement,  PCP agrees to
appoint or elect Balkin and one other person  designed by Balkin as directors of
PCP.

5.       Indemnification

In addition to any other rights and remedies  continued  herein,  Balkin  hereby
agrees to indemnify,  hold harmless and defend PCP and CGI and their  respective
officers,  directors,  employees and agents,  from and against any loss,  costs,
(including  reasonable  attorney's fees and costs),  claims,  suits or causes of
action  brought,  threatened  or incurred by or against them by reason of any of
the following:
                           
(a)      As a  consequence  of any  breach of this  Agreement  by Balkin or the
Salle  Agreement  by Salle,  any  breach of a  warranty  made by Balkin or Salle
hereunder or  thereunder  or the failure of any  representation  made  hereunder
thereunder to be true;
                           
(b)      Any suit or threat of suit by any party, including,  without 
limitation, any claims by creditors of Salle;

                           
(c)      Any  suit  or  threat  of  suit by any of  Salle's  employees,  former
employees,  securities  holders or lenders,  except with  respect to any suit or
claim arising or  threatened  solely by reason of PCP's acts or omissions to act
which constitute a breach of PCP's obligations under the Salle Agreement;
                          
(d)      Any product  liability  claims of any kind,  arising  with  respect to
products, manufactured or sold by Salle; and

                           
(e)      Environmental  liability,  if any, as a result of the Salle Agreement 
or any transactions  contemplated  by or engaged in  pursuant  to or on account 
of such Agreement.

6.       MISCELLANEOUS
         
(a)      Captions.

The  captions,  headings  and  arrangements  used  in  this  Agreement  are  for
convenience  only and do not in any way  affect,  limit,  amplify  or modify the
terms and provisions hereof.
         
(b)      Number and Gender of Words

Whenever  herein the singular  number is used, the same shall include the plural
where appropriate, and words of any gender shall include each other gender where
appropriate.
         
(c)      Notices.

All notices,  demands,  requests and other communications  required or permitted
hereunder  shall be in writing,  and shall be personally  delivered or mailed by
certified mail,  first class postage  prepaid,  or by prepaid Federal Express or
other  messenger  service,  to the party to which  directed at its address as it
appears  below,  and shall be  deemed  to have  been  give on the date  actually
received  or  refused.  Any party may change its  address  for  purposes of this
paragraph by giving  written  notice of such change to all other  parties in the
manner hereinabove provided:

If to the PCP or CGI:

John Giura
8400 Brookfield Avenue
Brookfield, Illinois 60513

With copy to:

David J. Jolivette
Jolivette & Templer, P.C.
10 South LaSalle Street
Suite 1017
Chicago, Illinois 60603

If to the Balkin:

Michael Balkin
_ William Blair & Company
222 West Adams
Chicago, Illinois 60606

With copy to:

Jeffrey Hechtman
Horwood, Marcus & Berk, Chtd.
333 West Wacker Drive
Suite 2800
Chicago, Illinois 60606



         
(d)      Governing Law.

This Agreement is intended to be performed in the State of Illinois and the laws
of such  State,  excluding  its  choice of laws  provisions,  shall  govern  the
validity,  construction,  enforcement and interpretation of this Agreement,  and
all parties  agree to the venue and  jurisdiction  of any Court in Cook  County,
Illinois.


         
(e)      Entirety and Amendments.

This Agreement  embodies the entire Agreement between the parties and supersedes
all prior  agreements and  understandings,  if any,  relating to the transaction
contemplated herein, and may be amended or supplemented only by an instrument in
writing executed by both parties.
         
(f)      Invalid Provisions.

If  any  provision  of  this  Agreement  is  held  to  be  illegal,  invalid  or
unenforceable  under  present  or future  laws,  such  provision  shall be fully
severable;  the  Agreement  shall be construed  and enforced as if such illegal,
invalid or  unenforceable  provision had never comprised a part of the Agreement
and the remaining  provisions  of the  Agreement  shall remain in full force and
effect and shall not be  affected  by the  illegal,  invalid,  or  unenforceable
provision or by its severance from this Agreement.  Furthermore, in lieu of such
illegal, invalid, or unenforceable provision, there shall be added automatically
as a part of this  Agreement  a provision  as similar in terms to such  illegal,
invalid or unenforceable provision as may be legal, valid or enforceable.
         
(g)      Multiple Counterparts.

This  Agreement  may be executed in a number of  identical  counterparts.  If so
executed,  each  of  such  counterparts  is to be  deemed  an  original  for all
purposes,  and  all  such  counterparts  shall,  collectively,   constitute  one
Agreement,  but, in making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart.


         
(h)      Parties Bound.

This  Agreement  shall be binding upon and inure to the benefit of Seller,  PCP,
CGI and Balkin and their respective heirs, legatees, successors and assigns.
         
(i)      Further Acts.

In  addition  to the  acts and  deeds  recited  herein  and  contemplated  to be
performed,  executed  and/or  delivered,  PCP and  Balkin  agree  to cause to be
performed,  executed and/or delivered such further acts, deeds and assurances as
may be  reasonably  requested  by any  party  or  necessary  to  consummate  the
transactions contemplated hereby.
        
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and 
year first written above.


                  PERSONAL CARE PRODUCTS, INC.


                  By:
                                                                         
                  Its: 


                                                                      
                  Michael Balkin




CGI HOLDING CORPORATION, for valuable consideration,  agrees to the provision of
the foregoing Agreement for the conversion of such indebtedness and stock of PCP
into common stock of CGI on the terms and conditions contained therein.

                   CGI HOLDING CORPORATION


                   By:
                                                                         
                   Its:
                                                             

                          FIRST AMENDMENT TO AGREEMENT



FIRST  AMENDMENT TO AGREEMENT made as of March 16, 1999 by and between  PERSONAL
CARE  PRODUCTS,  INC.,  and  Illinois  Corporation  ("PCP") and  MICHAEL  BALKIN
("Balkin").

                              W I T N E S S E T H:

PCP and Balkin  entered into an Agreement  dated March 5,1999 (the  "Agreement")
regarding the purchase by PCP of certain  indebtedness of Salle'  International,
L.L.C.  to Balkin.  PCP and Balkin  desire to amend  such  Agreement  in certain
respects:

NOW,  THEREFORE,  in  consideration  of these  premises  and for other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, it is mutually agreed as follows:

1. Payments:
The equity  referred  to in  paragraph  2(a) of the  Agreement  has not yet been
received. The Release from Mark Fuller has been received by PCP.
                           
(a) It is agreed that the due date for the payments  under  paragraphs  2(a) and
(b) of the Agreement are extended to April 30, 1999.


(b) So long as at  least  $150,000  shall  remain  unpaid,  no  amounts  need by
deposited into an escrow under paragraph 2 (g) of the Agreement. At such time as
the amount owed to Balkin as  provided  above shall be equal to or less than the
amount owed by Salle with reference to Transcap Trade  Financing,  such amounts,
if any, shall be placed into escrow and held pursuant to such paragraph 2 (g) of
the Agreement.

2. Continuing Agreement

Except as herein amended,  the Agreement shall continue in full force and effect
according to its terms.

IN WITNESS WHEREOF,  the parties have executed this instrument as of the day and
year first written above.


                            PERSONAL CARE PRODUCTS, INC.



                            By:

                            Its:



                             Michael Balkin



                                   Exhibit 2.3

   Agreement dated March 5, 1999, by and between Personal Care Products, Inc.
                                and Neil Seltzer


                                    AGREEMENT



AGREEMENT  made this fifth day of March,  1999,  by and  between  PERSONAL  CARE
PRODUCTS, INC., an Illinois corporation ("PCP"), and NEIL SELTZER, ("Seltzer").

                              W I T N E S S E T H:

Concurrently  herewith  PCP as Buyer is  purchasing  certain  assets  of  Salle'
International,  L.L.C., an Illinois limited liability company ("Salle") pursuant
to an Asset  Purchase  Agreement  dated March 2, 1999 (the  "Salle  Agreement").
Seltzer  is a  creditor  of  Salle.  PCP  is  not  willing  to  consummate  such
transaction with Salle without the agreement of Seltzer contained herein.
        
NOW  THEREFORE,  in  consideration  of these  premises  and for  other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, it is mutually agreed as follows:

1.       Assignment of Debt

On and subject to the terms and  conditions  herein  contained,  Seltzer  hereby
sells,  assigns and transfers to PCP any and all indebtedness  known or unknown,
liquidated or unliquidated, contingent or absolute, owed by Salle to Seltzer and
any claims of Seltzer against Salle related thereto Seltzer  represents that the
total liquidated indebtedness of Salle to Seltzer on the date hereof is $50,000.
Seltzer agrees to execute and deliver from time to time any additional documents
which PCP may request to evidence such  assignment  and agrees to cooperate with
PCP to perfect and collect such indebtedness.

2.       Payment

On and subject to the terms and conditions herein contained PCP hereby agrees to
pay Seltzer $50,000.00 which shall be payable as follows:
                  
(a)      Commencing  on January 1 of the year when PCP first has  earnings  
before  taxes as  defined  below,  of at least  Four  Hundred  Thousand  Dollars
($400,000)  or  commencing  on the date hereof if such  earnings are achieved in
1999,  the unpaid  balance shall bear interest at the rate of eight percent (8%)
per annum payable with each principal payment as provided below.
                  
(b)      The  principal  of such  indebtedness  shall be paid in ten  equal  
semi-annual  payments on January 1 and July 1 of each year commencing January 1,
2001.
                  (
c)      PCP shall have the right to prepay such  indebtedness and the interest 
thereon, in whole or in part, at any time.

(d)      In the event of any bankruptcy  proceeding by or against  Salle,  to 
the extent any of the indebtedness assumed by PCP hereunder or any payments made
to Seltzer are deemed to be a preference or are required to be paid by PCP, such
amount,  plus  any  interest  accrued  thereon,   shall  be  deducted  from  the
indebtedness being assumed and shall not be an obligation of PCP. If as a result
of any such claim or proceeding  PCP is required to pay over an amount in excess
of the balance due to Seltzer,  and the value of the CGI stock, Seltzer shall on
demand pay such excess to PCP.
                  
(e)      Seltzer   hereby  agrees  not  to  make  any  claims   against  Salle  
for the indebtedness assumed by or assigned to PCP except such claims as PCP may
direct.

3.       Conversion of Indebtedness into CGI Stock
        
(a)      Seltzer  shall  have the right at any time  after  January  1, 2001 to
convert all of the above referenced indebtedness into common stock of CGI at the
greater of $1.00 per share or the average closing market price of such CGI stock
for the five  immediately  preceding  business days on which such stock actually
traded  including the date CGI receives  written notice from Seltzer  exercising
such conversion right. Partial conversions shall not be permitted.
         
(b)      In the event any  bankruptcy  proceeding  is filed by or against  Salle
and the insurance of such stock of PCP is deemed to be a  preference,  then such
stock shall be cancelled and returned to PCP.

(c)      The shares of stock of CGI have not and will not be  registered,  may 
not be transferred except to PCP, CGI or other shareholders of PCP for two years
from and after the date hereof, are not freely  transferable except according to
applicable  law and the  certificates  therefor will bear legends  setting forth
that such shares have not been  registered and the rights and  restrictions  set
forth in this Agreement.  As a precondition of the issuance of any shares of CGI
or the transfer of such stock,  the  recipient  shall be required to execute and
deliver to CGI an  acknowledgment  and agreement to the foregoing.  In the event
that CGI files a  registration  statement  after the  issuance of such shares of
CGI,  CGI will  permit  such  shares to piggy back on such  registration  on the
conditions of and to the extent the underwriter permits the same.
         
4.       Determination of Earning

As used in this Agreement,  the  determination  of PCP's earning's  before taxes
shall mean PCP's  taxable  earnings  for  federal  income  tax  purposes  before
interest,  taxes,  depreciation and amortization determined by PCP's accountants
according to  generally  accepted  accounting  principles  consistently  applied
("GAAP"),  provided,  however, any amounts recovered by PCP as the result of any
suit or threatened suit to collect receivables assigned to PCP by Salle shall be
deducted from such earnings.

5.       MISCELLANEOUS
(a)      Captions.

The captions,  headings and  arrangements  used in this Agreement are for
convenience only and do not in any way affect, limit, amplify or modify the 
terms and provisions hereof.

(b)      Number and Gender of Words

Whenever  herein the singular  number is used, the same shall include the plural
where appropriate, and words of any gender shall include each other gender where
appropriate.
         
(c)      Notices.

All notices,  demands,  requests and other communications  required or permitted
hereunder  shall be in writing,  and shall be personally  delivered or mailed by
certified mail,  first class postage  prepaid,  or by prepaid Federal Express or
other  messenger  service,  to the party to which  directed at its address as it
appears  below,  and shall be  deemed  to have  been  give on the date  actually
received  or  refused.  Any party may change its  address  for  purposes of this
paragraph by giving  written  notice of such change to all other  parties in the
manner hereinabove provided:
If to the PCP or CGI:

John Giura
8400 Brookfield Avenue
Brookfield, Illinois 60513

With copy to:

David J. Jolivette
Jolivette & Templer, P.C.
10 South LaSalle Street
Suite 1017
Chicago, Illinois 60603

If to the Seltzer:

Neil Seltzer
_ William Blair & Company
222 West Adams
Chicago, Illinois 60606


With copy to:

Jeffrey Hechtman
Horwood, Marcus & Berk, Chtd.
333 West Wacker Drive
Suite 2800
Chicago, Illinois 60606


         
(d)      Governing Law.

This Agreement is intended to be performed in the State of Illinois and the laws
of such  State,  excluding  its  choice of laws  provisions,  shall  govern  the
validity,  construction,  enforcement, and interpretation of this Agreement, and
all parties  agree to the venue and  jurisdiction  of any Court in Cook  County,
Illinois.
         
(e)      Entirety and Amendments.

This Agreement  embodies the entire Agreement between the parties and supersedes
all prior  agreements and  understandings,  if any,  relating to the transaction
contemplated herein, and may be amended or supplemented only by an instrument in
writing executed by both parties.
         
(f)      Invalid Provisions.

If  any  provision  of  this  Agreement  is  held  to  be  illegal,  invalid  or
unenforceable  under  present  or future  laws,  such  provision  shall be fully
severable;  the  Agreement  shall be construed  and enforced as if such illegal,
invalid or  unenforceable  provision had never comprised a part of the Agreement
and the remaining  provisions  of the  Agreement  shall remain in full force and
effect and shall not be  affected  by the  illegal,  invalid,  or  unenforceable
provision or by its severance from this Agreement.  Furthermore, in lieu of such
illegal, invalid, or unenforceable provision, there shall be added automatically
as a part of this  Agreement  a provision  as similar in terms to such  illegal,
invalid or unenforceable provision as may be legal, valid or enforceable.
         
(g)      Multiple Counterparts.

This  Agreement  may be executed in a number of  identical  counterparts.  If so
executed,  each  of  such  counterparts  is to be  deemed  an  original  for all
purposes,  and  all  such  counterparts  shall,  collectively,   constitute  one
Agreement,  but, in making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart.
         
(h)      Parties Bound.

This  Agreement  shall be binding upon and inure to the benefit of Seller,  PCP,
CGI and Seltzer and their respective heirs, legatees, successors and assigns.
         
(i)      Further Acts.

In  addition  to the  acts and  deeds  recited  herein  and  contemplated  to be
performed,  executed  and/or  delivered,  PCP and  Seltzer  agree to cause to be
performed,  executed and/or delivered such further acts, deeds and assurances as
may be  reasonably  requested  by any  party  or  necessary  to  consummate  the
transactions contemplated hereby.


    
IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year first written above.

                   PERSONAL CARE PRODUCTS, INC.


                   By:
                                                                         
                   Its:

 
                                                                 
                   Neil Seltzer




CGI HOLDING CORPORATION, for valuable consideration,  agrees to the provision of
the foregoing  Agreement for the  conversion  of such  indebtedness  into common
stock of CGI on the terms and conditions contained therein.

                   CGI HOLDING CORPORATION


                   By:
                                                                         
                   Its:
                                                             




                                   Exhibit 2.4

    Subscription Agreement dated March 8, 1999, by and between Personal Care

                        Products, Inc. and PCP Partners.

 
                             SUBSCRIPTION AGREEMENT


SUBSCRIPTION AGREEMENT made this 8th day of March, 1999, by and between PERSONAL
CARE  PRODUCTS,   INC.,  an  Illinois  corporation  ("PCP"),  and  PCP  PARTNERS
("Partners").
                              W I T N E S S E T H:

PCP as Buyer has purchased  certain assets of Salle'  International,  L.L.C., an
Illinois  limited  liability  company  ("Salle")  pursuant to an Asset  Purchase
Agreement (the "Salle  Agreement").  Partner's  desire to subscribe for stock of
PCP on the terms and conditions herein contained.
        
NOW  THEREFORE,  in  consideration  of these  premises  and for  other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, it is mutually agreed as follows:

1.       Subscriptions

Partners  hereby  subscribe for 35,000 shares of Class B common stock of PCP and
agree to pay  $1.00  per share for such  stock,  payable  concurrently  with the
Closing under the Salle Agreement. Such common stock shall not be registered and
may not be transferred  except as provided in this  Agreement . The  certificate
for such shares  shall bear a legend to such  effect.  Partners  represents  and
warrants that it is an accredited investor,  as defined in applicable securities
laws and regulations.

2.       Conversion and Repurchase Rights

(a)      PCP and CGI Holding  Corporation  ("CGI")  shall from July 1, 2000 
through  June 30, 2002 have the option to purchase  such shares of PCP for Forty
Thousand Seven Hundred  Fifteen  Dollars  ($40,715) for each one percent (1%) of
the issued and outstanding shares of PCP if the earnings of PCP before taxes for
the immediately preceding July 1 to January 30 period were less than Two Million
Five  Hundred  Thousand  Dollars  ($2,500,000)  or for  Fifty-Four  Thousand Two
Hundred  Eighty-Five  Dollars  ($54,285) if PCP's earnings before taxes for such
period were equal to or greater than Two Million Five Hundred  Thousand  Dollars
($2,500,000).  PCP or CGI may  exercise  such  right as to all or,  from time to
time, part of such shares from such  shareholders in equal or unequal amounts or
proportions as PCP or CGI shall determine.

(b)      If  earnings  before  taxes  of PCP were at least  One  Million  Five 
Hundred  Thousand  Dollars  ($1,500,000)  but less than Two Million Five Hundred
Thousand Dollars  ($2,500,000) for the preceding July 1 to June 30 period,  then
the holders of such shares of PCP shall, for a twelve (12) month period from and
after July 1 immediately  following such period,  have the right to convert such
shares  of PCP into  common  stock of CGI on the basis of Forty  Thousand  Seven
Hundred  Fifteen  Dollars  ($40,715) for each one percent (1%) interest of Buyer
and if such  profits  of PCP before  taxes  were  equal to or  greater  than Two
Million  Five Hundred  Thousand  Dollars  ($2,500,000)  for such period then the
holders of such shares shall for such  immediately  following  twelve (12) month
period have the right to convert  such shares of PCP into common stock of CGI on
the basis of Fifty-Four  Thousand Two Hundred  Eighty-Five Dollars ($54,285) for
each one percent  (1%)  interest of PCP,  in either  case,  based on the greater
$1.00 for each share of common stock of CGI or eighty-five  percent (85%) of the
average  closing  price of CGI common stock for the five  immediately  preceding
business days on which such stock actually traded including the day CGI receives
written notice of the exercise of such option. To be effective, a holder of such
stock of PCP most  exercise  its right as to all the stock of PCP then  owned by
such party.
         
(c)      The  shares of stock of PCP or CGI have not and will not be  
registered,  may not be transferred  except to PCP, CGI or other shareholders of
PCP for two years from and after the date  hereof,  are not freely  transferable
except  according to  applicable  law and the  certificates  therefor  will bear
legends  setting forth that such shares have not been  registered and the rights
and restrictions set forth in this Agreement.  As a precondition of the issuance
of any shares of CGI or the  transfer  of such  stock,  the  recipient  shall be
required  to  execute  and  deliver  to PCP or  CGI,  as the  case  may  be,  an
acknowledgment  and  agreement to the  foregoing.  In the event that CGI files a
registration statement after the issuance of such shares of CGI, CGI will permit
such shares to piggy back on such  registration  on the conditions of and to the
extent the underwriter permits the same.

3.       Determination of Earning

As used in this Agreement,  the  determination  of PCP's earning's  before taxes
shall mean PCP's  taxable  earnings  for  federal  income  tax  purposes  before
interest,  taxes,  depreciation and amortization determined by PCP's accountants
according to  generally  accepted  accounting  principles  consistently  applied
("GAAP"),  provided,  however, any amounts recovered by PCP as the result of any
suit or threatened suit to collect receivables assigned to PCP by Salle shall be
deducted from such earnings.

4.       Off-Set Rights

Under an Agreement to be entered into between PCP and Michael Balkin ("Balkin"),
Balkin is agreeing to  indemnify  PCP and CGI for certain  matters  arising from
Salle and is granting certain off-set rights to PCP against  indebtedness of PCP
to Balkin.  In the event there is not sufficient  indebtedness  for such off-set
and Balkin has failed to indemnify PCP and/or CGI on demand, then PCP shall have
the right to  set-off  against  such  stock of PCP and/or the stock of CGI in to
which PCP stock is  converted  the  amount of any and all loss,  damage,  claim,
costs or expenses incurred by PCP or CGI,  including  reasonable  attorney fees,
for which  Balkin has failed to  indemnify  PCP and/or CGI at, for PCP stock the
value determined in paragraphs 2 (a) above  disregarding time limitation and for
CGI  stock,  at the  average  closing  price of CGI  common  stock  for the five
immediately  preceding  business  days  on  which  such  stock  actually  traded
including the day PCP or CGI gives such notice.

5.       MISCELLANEOUS

(a)      Captions.

The  captions,  headings  and  arrangements  used  in  this  Agreement  are  for
convenience  only and do not in any way  affect,  limit,  amplify  or modify the
terms and provisions hereof.

(b)      Number and Gender of Words

Whenever  herein the singular  number is used, the same shall include the plural
where appropriate, and words of any gender shall include each other gender where
appropriate.
         
(c)      Notices.

All notices,  demands,  requests and other communications  required or permitted
hereunder  shall be in writing,  and shall be personally  delivered or mailed by
certified mail,  first class postage  prepaid,  or by prepaid Federal Express or
other  messenger  service,  to the party to which  directed at its address as it
appears  below,  and shall be  deemed  to have  been  give on the date  actually
received  or  refused.  Any party may change its  address  for  purposes of this
paragraph by giving  written  notice of such change to all other  parties in the
manner hereinabove provided:
                                    
If to the PCP or CGI:

John Giura
8400 Brookfield Avenue
Brookfield, Illinois 60513

With copy to:

David J. Jolivette
Jolivette & Templer, P.C.
10 South LaSalle Street
Suite 1017
Chicago, Illinois 60603

If to the Partners:

Michael Balkin
_ William Blair & Company
222 West Adams
Chicago, Illinois 60606



With copy to:

Jeffrey Hechtman
Horwood, Marcus & Berk, Chtd.
333 West Wacker Drive
Suite 2800
Chicago, Illinois 60606


         
(d)      Governing Law.

This Agreement is intended to be performed in the State of Illinois and the laws
of such  State,  excluding  its  choice of laws  provisions,  shall  govern  the
validity,  construction,  enforcement and interpretation of this Agreement,  and
all parties  agree to the venue and  jurisdiction  of any Court in Cook  County,
Illinois.
         
(e)      Entirety and Amendments.

This Agreement  embodies the entire Agreement between the parties and supersedes
all prior  agreements and  understandings,  if any,  relating to the transaction
contemplated herein, and may be amended or supplemented only by an instrument in
writing executed by both parties.
         
(f)      Invalid Provisions.

If  any  provision  of  this  Agreement  is  held  to  be  illegal,  invalid  or
unenforceable  under  present  or future  laws,  such  provision  shall be fully
severable;  the  Agreement  shall be construed  and enforced as if such illegal,
invalid or  unenforceable  provision had never comprised a part of the Agreement
and the remaining  provisions  of the  Agreement  shall remain in full force and
effect and shall not be  affected  by the  illegal,  invalid,  or  unenforceable
provision or by its severance from this Agreement.  Furthermore, in lieu of such
illegal, invalid, or unenforceable provision, there shall be added automatically
as a part of this  Agreement  a provision  as similar in terms to such  illegal,
invalid or unenforceable provision as may be legal, valid or enforceable.
         
(g)      Multiple Counterparts.

This  Agreement  may be executed in a number of  identical  counterparts.  If so
executed,  each  of  such  counterparts  is to be  deemed  an  original  for all
purposes,  and  all  such  counterparts  shall,  collectively,   constitute  one
Agreement,  but, in making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart.
         
(h)      Parties Bound.

This  Agreement  shall be binding  upon and inure to the benefit of PCP, CGI and
Partners and their respective heirs, legatees, successors and assigns.
         
(i)      Further Acts.

In  addition  to the  acts and  deeds  recited  herein  and  contemplated  to be
performed,  executed  and/or  delivered,  PCP and Partners  agree to cause to be
performed,  executed and/or delivered such further acts, deeds and assurances as
may be  reasonably  requested  by any  party  or  necessary  to  consummate  the
transactions contemplated hereby.

IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year first written above.

                   PERSONAL CARE PRODUCTS, INC.


                   By:
                                                                         
                   Its: 



                   PCP PARTNERS


                   By:
                                                                         
                   Michael Balkin, General Partner






CGI HOLDING CORPORATION, for valuable consideration,  agrees to the provision of
the foregoing Agreement for the conversion of such indebtedness and stock of PCP
into common stock of CGI on the terms and conditions contained therein.

                   CGI HOLDING CORPORATION


                   By:
                                                                         
                   Its:
[{"type": "8-K", "sequence": "1", "description": "8-K", "secsgml_size_bytes": 108244}]
{"company-data": {"conformed-name": "CGI HOLDING CORP", "cik": "0000829323", "assigned-sic": "8731", "irs-number": "870450450", "state-of-incorporation": "NV", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "033-19980-D", "film-number": "99568992"}, "business-address": {"street1": "8400 BROOKFIELD AVENUE", "city": "BROOKFIELD", "state": "IL", "zip": "60513", "phone": "7083570900"}, "mail-address": {"street1": "8400 BROOKFIELD AVE", "city": "BROOKFIELD", "state": "IL", "zip": "60513"}, "former-company": [{"former-conformed-name": "GEMSTAR ENTERPRISES INC", "date-changed": "19920703"}, {"former-conformed-name": "NORTH STAR PETROLEUM INC", "date-changed": "19900530"}]}
Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of earliest event reported): MARCH 19, 1999
                                  -------------

                             CGI HOLDING CORPORATION
 -------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

      NEVADA               33-19980-D                       87-0450450
   -------------          ----------------             ----------------------
     (State of            (Commission file                 (IRS Employer
   incorporation)              Number)                 Identification Number)

               8400 BROOKFIELD AVENUE, BROOKFIELD, ILLINOIS 60513
 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (708) 387-0900
                                 --------------

ITEM 2.  ACQUISITION

On March 5, 1999, CGI Holding Corporation (the "Company") acquired substantially
all of the assets of Salle International, L.L.C. ("Salle"), pursuant to an Asset
Purchase Agreement dated March 2, 1999 (the "Purchase Agreement") by and between
the Company and Salle.  Salle is a  manufacturer,  distributor  and  marketer of
personal care products and is headquartered in Waukegan, Illinois.

Pursuant to the Purchase Agreement,  the Company's newly formed and wholly-owned
subsidiary,  Personal  Care  Products,  Inc., an Illinois  corporation  ("PCP"),
acquired  substantially  all of the assets used by Salle in the operation of its
personal care products  manufacturing,  distribution and marketing business (the
"Acquired  Assets").  On March 5, 1999 (the "Closing") in consideration  for the
acquisition of the Acquired Assets, PCP
 
(i)   agreed to paid Salle up to $525,000,
(ii)  agreed to pay or assume Salle's $470,000 indebtedness owed to its senior 
      secured creditor, and
(iii) assumed Salle's obligations under the lease for its operating facility and
      certain other leases.

On March 5, 1999, in events related to the acquisition:

(i) (A) PCP,  pursuant to an agreement dated March 5, 1999 by and between it and
Michael Balkin,  a member of Salle (the "Balkin  Agreement"),  acquired from Mr.
Balkin  the  $1,693,600   indebtedness   that  Salle  owed  to  Mr.  Balkin.  In
consideration for the acquisition,  PCP agreed to pay Mr. Balkin (i) $300,000 at
the Closing or within 15 days  thereof  subject to $150,000 of that amount being
escrowed as provided in the Balkin  Agreement,  (ii) $342,000 at the Closing and
(iii)  $1,000,000  in ten equal  semi-annual  payments  on  January 1 and July 1
commencing January 1 of the year that is two fiscal years after the first fiscal
year in which PCP has earnings  before taxes,  as defined  therein,  of as least
$400,000.00.

(B)  Subsequent to the Closing,  PCP and Mr. Balkin agreed to amend the terms of
the $300,000 and the $342,000 payments. As amended, PCP agreed to pay Mr. Balkin
the  $300,000 and the $342,000 by April 30,  1999.  PCP and Mr.  Balkin  further
agreed that so long as at least $150,000 of the moneys owed him remained  unpaid
no amounts would have to be escrowed.

(C) As part of the Balkin Agreement, which the Company agreed to, Mr. Balkin has
the  right  at any  time on and  after  January  1,  2001 to  convert  the  then
outstanding  indebtedness owed him into common stock of CGI Holding  Corporation
pursuant to a conversion price formula. The minimum conversion price would be no
less  than  $1.00  per  share.  PCP has the right to  set-off  against  the then
outstanding  amounts  payable to Mr. Balkin and, if that amount is not adequate,
any stock of the Company he received  due to his exercise of  conversion  rights
the amount of any and all loss, damage, claim, costs or expenses incurred by PCP
or the Company  arising from the Purchase  Agreement  and/or any  obligation  of
Salle. Pursuant to the Balkin Agreement,  PCP agreed to appoint Mr. Balkin and a
person designed by him as directors to the Board of Directors of PCP.

(ii) PCP,  pursuant  to an  agreement  dated March 5, 1999 by and between it and
Neil  Seltzer,  a member of Salle (the "Seltzer  Agreement"),  acquired from Mr.
Seltzer  the  $50,000.00  indebtedness  that  Salle  owed  to  Mr.  Seltzer.  In
consideration for the acquisition, PCP agreed to paid Mr. Seltzer $50,000 in ten
equal semi-annual  payments  commencing  January 1, 2001. As part of the Seltzer
Agreement, which the Company agreed to, Mr. Seltzer has the right at any time on
and after January 1, 2001 to convert the then outstanding  indebtedness owed him
into common  stock of CGI Holding  Corporation  pursuant to a  conversion  price
formula. The minimum conversion price would be no less than $1.00 per share.

On March 8, 1999, in events related to the acquisition:

Pursuant to a Subscription  Agreement dated March 8, 1999 by and between PCP and
PCP  Partners,  an  Illinois  general  partnership  of which  Mr.  Balkin is the
managing  partner  ("PCP  Partners"),  PCP issued  35,000  shares of the Class B
Common  Stock  of PCP for  and in  consideration  of PCP  Partners'  payment  of
$35,000.  As a result of such subscription,  PCP Partners' ownership interest in
PCP is 35%.

The payment  obligations  of PCP under the Purchase  Agreement  for the Acquired
Assets are being  funded  pursuant to loans  extended by the Company to PCP. The
Company  has  funded  such  loans  from  moneys  made  available  to it  by  its
subsidiaries,  Roli Ink Corporation ("RIC") and Safe Environment Corp. ("SECO").
SECO has funded  its loans to the  Company  by  drawing  upon its $1.35  million
revolving  line of  credit  with CIB Bank and RIC has  funded  its  loans to the
Company by drawing  upon its $150  thousand  revolving  line of credit  with CIB
Bank.

The  payment  obligations  of PCP to Mr.  Balkin  and  to Mr.  Seltzer  will  be
satisfied from the available funds of PCP.

The  consideration  received by Salle and by Balkin,  Seltzer  and PCP  Partners
pursuant to the events  related to the  acquisition  was based upon  arms-length
negotiations between the Company, Salle, Balkin, Seltzer and PCP Partners. Prior
to the acquisition,  there was no material  relationship  between Salle, Balkin,
Seltzer or PCP Partners  and the Company,  any  affiliates  of the Company,  any
director  or officer of the  Company or any  associate  of any such  director or
officer.

The  PCP  acquired  the  sales  office  and  the   manufacturing  and  warehouse
facilities,  used  in  the  manufacturing,  distribution  and  marketing  of the
personal  care  products,  which  facilities  were  leased by Salle prior to the
acquisition.  The Company intends that PCP shall engage in the same business and
use  the  Acquired  Assets  in  the  same  manner  as  Salle  did  prior  to the
acquisition.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a) Financial statements of business acquired

The required financial  statements will be filed by the Company,  under cover of
Form 8-K/A, as soon as practicable, but not later than May 18, 1999.

(b) Pro forma financial information

The required pro forma financial information will be filed by the Company, under
cover of Form 8-K/A, as soon as practicable, but not later than May 18, 1999.

(c) Exhibits
 
2.1 Asset  Purchase  Agreement  dated March 2, 1999,  by and between CGI Holding
Corporation and Salle International, L.L.C. (without schedules*).

2.2 Agreement  dated March 5, 1999, by Personal Care Products,  Inc. and Michael
Balkin and Amendment  dated as of March 16, by Personal Care Products,  Inc. and
Michael Balkin.

2.3  Agreement  dated March 5, 1999, by Personal  Care  Products,  Inc. and Neil
Seltzer.

2.4 Subscription Agreement dated March 8, 1999, by Personal Care Products,  Inc.
and PCP Partners.

* The Company agrees to furnish  supplementally a copy of any omitted  schedules
to the Securities and Exchange Commission upon request.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Dated:   March 19, 1999
                                  CGI HOLDING CORPORATION
                                  (Registrant)

                                  By /s/ John Giura
                                  -------------------
                                  John Giura, President and Director
                                  (Principal Executive Officer)

                                  EXHIBIT INDEX

Number   Subject Matter
------   -----------------

2.1 Asset  Purchase  Agreement  dated March 2, 1999,  by and between CGI Holding
Corporation and Salle International, L.L.C.

2.2 Agreement dated March 5, 1999, by and between  Personal Care Products,  Inc.
and  Michael  Balkin  and  Amendment  dated as of March  16,  by  Personal  Care
Products, Inc. and Michael Balkin.

2.3 Agreement dated March 5, 1999, by and between  Personal Care Products,  Inc.
and Neil Seltzer.

2.4  Subscription  Agreement  dated March 8, 1999, by and between  Personal Care
Products, Inc. and PCP Partners.

                                   Exhibit 2.1

    Asset Purchase Agreement dated March 2, 1999, by and between CGI Holding

                   Corporation and Salle International, L.L.C.

                            ASSET PURCHASE AGREEMENT

AGREEMENT  made this  second day of March,  1999,  by and  between  CGI  HOLDING
CORPORATION, a Nevada corporation ("CGI"), and SALLE' INTERNATIONAL,  L.L.C., an
Illinois limited liability company ("Seller").

                              W I T N E S S E T H:

WHEREAS, CGI desires to have its wholly owned subsidiary Personal Care Products,
Inc.,  an Illinois  corporation  ("Buyer")  purchase and Seller  desires to sell
substantially  all of the assets used by Seller in the operation of its personal
care products manufacturing, distribution and marketing business located in Lake
County, Illinois and its offices and warehouses at other locations, on the terms
and conditions contained in this Agreement.

NOW THEREFORE, it is mutually agreed as follows:

I. ASSETS

At the Closing (as  hereinafter  defined),  Seller shall sell and transfer,  and
Buyer shall purchase the Assets, including all those Assets acquired, less those
disposed of in the ordinary  course of business or  otherwise  permitted by this
Agreement,  between the date of this Agreement and the Date of Closing.  For the
purpose of this Agreement, "Assets" shall mean and include:

(A)      All furniture,  fixtures,  equipment and other personal  property and 
interests  therein owned by Seller and its affiliates  including those described
in Exhibit A attached hereto,  wherever located and whether or not appearing on 
the books of Seller (herein called "Machinery and Equipment");

(B)      All  inventories  of raw  materials,  supplies,  work in progress and  
finished goods of Seller,  excluding,  however, the inventory of scents acquired
by Seller from  Herbanario,  L.L.C.  a Rhode Island limited  liability  company,
wherever  located  on the Date of  Closing  and  which are used or usable in the
Seller's business (the "Inventory"),

(C)      All cash, cash equivalents,  accounts  receivables,  deposits and 
investments owned by Seller and its affiliates, (herein after referred to as 
"Cash Equivalents") and

(D)      All other assets of Seller  employed in  connection  with the  
operation of Seller,  tangible or intangible,  wherever located,  and whether or
not any value  therefor is  reflected  on the Seller's  balance  sheet,such  as,
without limiting the generality thereof,  maintenance and manufacturing supplies
and parts not  carried as  inventory,  all rights and  privileges  of the Seller
under the leases and  agreements  (excluding  Permit No. SDA - IL-2630  from the
Bureau of Alcohol,  Tobacco and Firearms),  including but not limit to those set
forth in  Exhibit  B  hereto  and  incorporated  herein,  patents,  application,
licenses (excluding,  however, the License Agreement with James Dean, Inc. dated
May 23, 1997)  including  those set forth in Exhibit C hereto and  non-exclusive
shop rights (rights to developments made by employees of the Seller and relating
to the  operation  of  Seller),  names,  (including  but not limited to the name
"Salle"), slogans,  trademarks,  trade names, service marks, and the goodwill of
the business connected therewith (excluding, however, the marks "Herbanario" and
"Rebel"), including those set forth on Exhibit D, copyrights, royalty agreements
and brand or  private  label  names of which the  Seller is owner,  licensor  or
licensee,   bonds  and  surety  agreements,   surety  deposits,  trade  secrets,
contractual  rights,  actions,   telephone  numbers,  customer  lists,  customer
contract  rights,  correspondence  files and records,  accounts payable records,
customer files,  computer programs (wherever located,  including but not limited
to programs for payroll,  general ledger,  operating statements,  monthly profit
and loss statements and balance sheets), production records, purchasing records,
inventory  records,  employment  files,  and all other assets  necessary for the
continued  conduct Seller's  business by Buyer  (hereinafter  referred to as the
"Intangibles").

II.      CONSIDERATION

As consideration for the sale and transfer of the Assets, at Closing:

(A)      Buyer shall  assume,  pay-off or acquire  Seller's  current debt to 
Harris Bank,  Chicago,  in an amount not to exceed Four Hundred Seventy Thousand
Dollars  ($470,000),   plus  current  interest,  and  shall,  as  part  of  such
transaction,  obtain the release of any guarantees  which may have been given to
such bank in connection with such loan. Buyer may cause a third party to acquire
from Harris Bank its rights in such debt and any security  interests  granted by
Seller securing such indebtedness.

(B)      Buyer shall  acquire  the  balance of the  indebtedness  of Seller to 
Michael Balkin  ("Balkin") which existed as of January 18, 1999 and which exists
on the Date of Closing  including  the  outstanding  amount of new loans made by
Balkin to Seller  after  January  18,  1999,  which are  approved  in writing in
advance by CGI,  which  indebtedness  shall be  payable on terms and  conditions
which are  mutually  acceptable  to Buyer and Balkin.  Notwithstanding  any such
approval,  CGI  and  Buyer  shall  have  no  obligation  with  respect  to  such
indebtedness if the transaction contemplated herein does not close.

(C)      Buyer shall acquire the balance of the  indebtedness  of Seller to 
Neil Seltzer  ("Seltzer",) on the Date of Closing, on terms and conditions which
are mutually acceptable to Buyer and Seltzer.

(D)      Buyer shall at Closing  agree to pay to Seller up to Five Hundred  
Twenty-Five  Thousand  Dollars  ($525,00.00) to be used exclusively to pay those
obligations  of Seller as are  listed on  Exhibit E  attached  hereto  with such
changes as Buyer and Seller agree upon at Closing. Such amounts shall be paid to
Seller  or  through  an  escrow as Buyer  directs  from time to time.  Buyer may
off-set  against  the  balance of such amount any claims paid by Buyer or CGI in
their discretion relating to such obligations or any other obligations of Seller
or  arising  form any  breach  of any  agreement,  covenant,  representation  or
warranty of Seller hereunder.

(E)      Buyer will  assume  Seller's  obligations  under such  leases and other
agreements  which  Buyer agrees to assume at Closing.

F)      At the  Closing,  Buyer and Seller  shall  agree upon an  allocation  of
the  purchase  price for Internal Revenue Service Form 8594.

III.     ADDITIONAL AGREEMENTS

(A)      Employees

Buyer shall prior to closing  designate  such employees of Seller who it desires
to have be  employed  by Buyer  from and after  the  Closing.  Seller  agrees to
attempt to induce such  employees to accept such  employment  by Buyer as of the
Closing Date.  Subject to the  foregoing,  Buyer shall not be obligated to hire,
but may in its discretion  hire,  any of Seller's  employees and Seller shall be
solely  responsible for the buyout of any employment  agreements to which Seller
is  subject  or  the  payment  of any  severance  packages  to  any of  Seller's
employees.  Seller shall remain obligated for all employment matters relating to
its  employees,  including  but not limited to accrued  salaries,  vacations and
other employment benefits, none of which shall be assumed by Buyer except on the
terms provided below, and shall indemnify, defend and hold Buyer on CGI harmless
against any such claims.

(B)      Real Estate Lease

Seller's  lease for its existing  facilities  is identified on Exhibit F. Seller
agrees to  assist  Buyer in  obtaining  any  required  consents  of the  lessors
thereunder  for the  assignment to Buyer or at Buyer's  request  assist Buyer to
negotiate a new or amended leases for such facilities.

(C)      Equipment Leases

All of  Seller's  leases,  other  than the leases  identified  in Exhibit G, are
listed on Exhibit I attached hereto.

(D)      Executory Agreements

Buyer shall assume,  effective  from and after the Closing,  Seller's  executory
obligations (that is, obligations to be performed after the Date of Closing) for
performance  of, and, to the extent  possible  under the terms  thereof  without
incurring  additional monetary  obligations or personal  guaranties,  secure the
release  of  Seller  after  Closing  from its  liability  under,  the  executory
contracts of Seller listed in Exhibit H of this Agreement. Seller agrees, except
as may expressly assumed by Buyer, to pay all monetary  obligations and shall be
responsible  for  all  nonmonetary  obligations  under  or  arising  out of such
agreements prior to the Date of Closing.

(E)      Change of Name

Upon the  Closing  Seller  shall  change  its name to some name  which  does not
contain the name Salle or any name similar thereto.

IV.      CLOSING AND DELIVERIES

(A)      Closing

The closing shall be held at 10:00 a.m. on March 5, 1999,  (the  "Closing,"  the
"Closing  Date"or  the  "Date of  Closing")  but in any  event  shall be  deemed
effective  on and  as of the  close  of  business  on  the  preceding  day.  All
transfers,  assumptions,  computation of the purchase price and prorations shall
be on and as of the close of business on the day preceding the Closing.  Closing
shall be at the offices of Jolivette & Templer,  P.C., 10 South LaSalle  Street,
Chicago,  Illinois  or at such  other  place as  mutually  agreed  upon.  If all
conditions  to be met on or before the  specified  date for the Closing have not
been met,  then the party  whose  obligations  are  subject to such  unfulfilled
conditions  shall have the right to defer the Closing to another  date not later
than 30 days thereafter.

(B)      Transfer of Assets and Other Agreements

(1)      Seller   At the Closing, Seller shall:

(i)      Convey to Buyer by bill of sale  absolute  with  warranty of title and
free and  clear of any  liens or  encumbrances  other  than  those  specifically
assumed by Buyer, but otherwise "as is, where is" and without any warranty as to
quality or fitness, the Machinery and Equipment and the Inventory;

(ii) Assign to Buyer the Cash Equivalents free and clear of any liens or
encumbrances. In addition Seller shall deliver to Buyer a specific assignment of
all claims relating to accounts  receivable of Seller due from General Nutrition
Corporation.

(iii) Assign to Buyer all leases, contracts and agreements which are to be
assigned to Buyer pursuant to this Agreement with any required consents;

(iv) Assign to Buyer all the patents and trademarks and applications
therefor  listed on Exhibits C and D and the goodwill  connected  therewith  and
other Intangibles and assign to Buyer all of Seller's right,  title and interest
in and to any licenses held by Seller as listed on Exhibits C and D;

(v) Amend its Articles of Organization and Operating Agreement to change
its name to take out the word Salle or any name similar thereto. At the Closing,
Articles of Amendment to such effect shall, at its cost, be filed by Seller;

(vi) Deliver UCC Code searches, for both the Illinois Secretary of State
and Lake County,  Illinois, and any other counties where its assets are located,
and judgment, tax and federal tax lien searches dated no more than five (5) days
prior to Closing  showing no liens or  encumbrances  on any of the Assets  other
than liens  which will and shall be  released at the Closing or have been waived
by Buyer;

(vii)    Deliver releases form the Illinois  Department of Revenue and Illinois
Department  of  Employment  Security  (collectively  the  "Departments")  of any
liability for sales,  use,  withholding,  income and other monies owed up to and
including  the Date of Closing.  In the event  either of the  Departments  shall
issue an order to Buyer to  withhold a certain  amount form the  purchase  price
pending its  examination  of accounts  and  issuance of releases  does not occur
until the filing for such returns, such amount of money shall be held out of any
cash portion of the purchase  price payable to Seller and such  withheld  amount
shall be deposited with Jolivette & Templer, P.C. to be held by them as security
in compliance  with the order of either or both  Departments  until such time as
written  releases are  received.  Upon  issuance of such written  releases,  the
withheld money shall be paid over to Seller after deducting  therefrom  whatever
amount of deficiency may be found due to the  Departments.  Jolivette & Templer,
P.C.  are  hereby  authorized  to pay  such  deficiency  due to the  appropriate
Department and to remit the balance, if any to Seller;

(viii) Deliver to Buyer the agreements of Balkin and Seltzer in forms
acceptable to Buyer relating to the assignment of the indebtedness of Seller to
such individuals.

(ix) Deliver the opinion of Seller's attorney as provided herein.

(x) Deliver a Certificate of Good Standing of Seller from the Illinois
Secretary of State dated not more than thirty (30) days prior to the Closing and
certified   resolutions   of  the  managers  and  members  of  Seller  that  the
transactions  contemplated  herein have been directly authorized by such parties
and that Balkin is  authorized  on behalf of Seller to execute and deliver  this
Agreement and any and all documents required of Seller hereunder, and

(xi) Such other documents which CGI and Buyer deem reasonably necessary to
vest in  Buyer  title  to the  Assets  free  and  clear  of all  liens,  claims,
encumbrances, pledges and security interests.

(2) Buyer

At the Closing, Buyer shall:

(i) Assume payoff or acquire Seller's loan from Harris Bank Chicago, up
to the amount of Four Hundred Seventy Thousand Dollars ($470,000),  plus current
interest,  provided,  however,  if Buyer has not as of the Closing  received the
capital referred to in XII (D) (1) and waives such requirement,  then Buyer need
not assume,  pay or acquire such indebtedness  until fifteen (15) days after the
Closing.

(ii) Assume the executory contracts listed on Exhibit H.

(iii) Deliver a Certificate of Good Standing of Buyer from the Illinois
Secretary  of State  dated not more than  thirty  (30) days prior to Closing and
certified  resolutions  of  Buyer's  Board of  Directors  that the  transactions
contemplated herein have been duly authorized by its directors; and

(iv)     Deliver the opinion of Buyer's attorney as provided herein.

(3) CGI

At the Closing, CGI shall:

(i) Deliver the opinion of CGI's attorneys or provided herein;

(ii) Deliver a Certificate of Good Standing of CGI from the Nevada
Secretary  of State  dated not more than  thirty  (30) days prior to Closing and
certified  resolutions  of  CGI's  Board  of  Directors  that  the  transactions
contemplated herein have been duly authorized by its directors.

(4) Additional Closing Documents
Seller  and Buyer  shall  execute  and  deliver  all  additional  documents  and
instruments  which  Buyer's  counsel  and  Seller's  counsel  may  mutually  and
reasonably   determine  are  necessary  to  the  proper   consummation  of  this
transaction.

C. Non-Assumption of Liabilities

Except for the obligations under contracts assigned to and specifically  assumed
by Buyer at Closing,  Buyer does not assume and shall not be obligated to pay or
discharge  any  liability  or  obligation  (absolute,  contingent,  disclosed or
undisclosed) of Seller arising from the operation of the Seller's  businesses or
the sale of the Assets to Buyer, or otherwise.  Without  limiting the generality
of the foregoing,  Seller shall pay or discharge, and Seller shall indemnify and
hold Buyer and CGI harmless  from all  liabilities  of Seller  including but not
limited to: (i) all taxes incurred or arising prior to or as a result of Closing
including,  but not limited to, the  payment of federal,  state or local  sales,
income or withholdings  taxes; or (ii) any claims made by any employee of Seller
arising from their  employment by Seller  including,  but not limited to, claims
for discharge,  back pay, unearned vacation pay, unpaid employment  benefits and
future  employment  with Buyer or (iii) any claims,  known or unknown,  fixed or
contingent,  including but not limited to those listed on Exhibit E, made by any
creditors  of Seller  which are not  specifically  assumed by Buyer in  writing.
Seller represents that all of its employees other than Ray Schumer are "at will"
and Seller  specifically  agrees that Buyer has not and will not agree to and is
not obligated to employ any of Seller  employees.  Seller may discharge  some or
all of its  employees  as of the Closing and Seller  shall be liable for any and
all liabilities arising from any such discharges.  All taxes and similar amounts
due and owing to any governmental agency relating to Seller's employees shall be
paid by Seller on or before their due dates.  No adjustment  shall be made under
the foregoing if Buyer's unemployment  compensation contribution rate is changed
as a result of the transactions contemplated by this Agreement.

V.       PRORATION AND COST ALLOCATION

(A)      Lease Payments

Except as otherwise  set forth  herein,  Seller shall pay at or prior to Closing
all  rents,  real  estate  taxes and other  obligations  under its leases of its
facilities  which have  become due and  payable  prior to Closing  and any other
leases to be  assigned  to Buyer.  Buyer  shall  receive a  proration  credit at
Closing  for  any  accrued  obligations  under  such  leases.   Buyer  shall  be
responsible for any year end adjustments under such leases for real estate taxes
or operating expenses.

(B)      Other Costs

Each party  shall pay its own  attorney's  fees,  accountants'  fees and other 
fees and  expenses incurred by each party related to this transaction.

(C)      Accrued Vacation and other Pay

Seller  shall at  Buyer's  election  pay Buyer at  Closing  for all of  Seller's
employees  hired by Buyer an amount equal to the unused and/or  unpaid  vacation
benefits and  emergency  leave and sick leave to which  Seller's  employees  are
entitled  through the Date of Closing.  To the extent it receives  the  foregoin
payment,  Buyer hereby  covenants and agrees to be responsible  for all vacation
benefits  and  emergency  leave and sick  leave due or alleged to be due to such
employees  as of, and after the Date of  Closing.  Seller  agrees to  indemnify,
defend and hold Buyer harmless from any and all loss, liability, damage, claims,
costs or expenses,  including  reasonable  attorneys fees, incurred by Buyer for
vacation benefits and emergency leave and sick leave for Seller's  employees for
which Buyer has not received such payment.

(D)      Severance  Packages,  Incentive Bonuses 

Seller shall be responsible  for paying any obligations to buyout any employment
contracts and/or severance  packages,  none of which are being assumed by Buyer.
Seller shall be responsible  for and pay any incentive  bonuses  directly to the
recipients  thereof,  if any,  consistent  with Seller's prior practices for the
period to the Date of`  Closing.  Seller shall at the Date of Closing pay to the
service company  handling its payroll an amount equal to any FICA,  unemployment
compensation or similar tax levied against the employer in connection therewith.

(E)      Salaries

To the extent any salaries or wages are due or accrued to Seller's employees who
are hired by Buyer,  Seller  covenants  and agrees to pay such salaries or wages
and taxes  when due and  payable  in the normal  course of  business  and Seller
agrees to indemnify,  defend and hold Buyer harmless against any claims for such
amounts by Seller's employees and for any taxes related thereto.
 
(F)      Contracts,  Utilities, Etc. 

Except as otherwise provided herein, all amounts due under the contracts, leases
and  agreements  being  assigned as listed on Exhibit B or otherwise  assumed by
Buyer shall be prorated as of Closing.  Except as otherwise provided herein, all
utility charges shall be prorated as of Closing, or final meter reading shall be
made and Seller shall pay such amounts as per the final bills. Sales commissions
due to commissioned sales agents shall not be prorated, and Seller covenants and
agrees to pay all amounts due from Seller to such agents.

(G) Proration Payments To the extent any of Seller's costs or prorations are not
paid at Closing,  such amounts shall be included as part of Seller's obligations
referred to in II (D) above.

VI.      REPRESENTATIONS AND WARRANTIES OF SELLER

(A)  Representations  and  Warranties of Seller In addition to those  warranties
contained elsewhere herein,  Seller represents and warrants to Buyer and CGI the
following,  both as of the date this  Agreement is fully  executed and as of the
Date of Closing,  except  where  specific  reference  is made to another date or
dates, in which case such date or dates will be applied hereunder:

(1)  Organization and Authority 

Seller is a limited liability company organized,  validly existing,  and in good
standing under the laws of the State of Illinois,  and has the power to carry on
its operations as they are now being conducted.  The execution of this Agreement
and the  consummation  of the  transactions  contemplated  hereby have been duly
authorized  by all  necessary  action of  Seller.  This  Agreement  is valid and
binding on Seller,  and neither the execution of this  Agreement nor the Closing
of the transactions  contemplated  hereby is or will be in violation of Seller's
Articles of Organization  or Operating  Agreement or any of the agreements to be
assigned to Buyer except for any such violations which shall have been waived at
or prior to Closing.

(2)      Results of Operations and Cost of Sales

Seller has  heretofore  delivered to Buyer  unaudited  financial  statements for
1998, a copy of which is attached  hereto as Exhibit I, which fairly present the
financial  condition  and the assets and  business of the Seller for the periods
covered thereby.
                  
(3)      Changes Since December 31, 1998

Since  December 31, 1998,  to the best of Seller's  knowledge  and except as may
have been previously disclosed to Buyer in writing, there has not been:

(i)      any  change  which  would  have  a  material  adverse  affect  on  the
financial  condition of Seller as reflected in the statements referred to in the
preceding sub-paragraph, or

(ii)     any  material  loss,  damage  or  destruction  to any of its  owned or
leased  property which has not been repaired or will not be repaired or replaced
by the Closing Date (whether or not covered by insurance).
                  
(4)      Defaults Under Contracts

To the best of  Seller's  knowledge,  all third  parties  with whom  Seller  has
contractual  relationships  materially  affecting the continued operation of its
business  are in  substantial  compliance  therewith  and  are  not  in  default
thereunder  except  as set forth in  Exhibit  J  hereto.  Except as set forth in
Exhibit J, Seller is not in default in any material  respect under  contracts to
which it is a party or in respect to obligations owed by it materially affecting
the continued operation of its business.
 
(5)      Reports.

To the  best of  Seller's  knowledge,  all  reports  currently  required  by any
federal,  state or local governmental  agency pertaining to occupational  health
and safety or environmental  matters which would affect the continued operations
of its business have been timely filed by it and to the best of the knowledge of
Seller and its managers the Seller is in substantial  compliance  with all laws,
regulations  and orders  which  could have a  material  affect on the  continued
operation of its current businesses.

(6)      Environmental Matters

The Seller's facilities and the operation of Seller's business at such locations
are not in violation of any federal, state or local environmental laws, rules or
regulations, there have been no discharges of any hazardous or toxic substances,
as defined in any  federal,  state or local laws,  rules or  regulations,  on or
about  such  facilities  and  there is no  friable  asbestos  on or  about  such
premises. Seller has not received any actual notices of any alleged violation or
the  alleged  violation  of  such  premises  of  any  federal,  state  or  local
environmental  laws, rules or regulations.  Seller is not required to obtain any
licenses under any federal,  state or local environmental laws for the operation
of its business as now conducted.
                  
(7)      Business Licenses and Permits.

To the best of  Seller's  knowledge,  Seller has  secured  any and all  permits,
licenses or authorizations  necessary from federal,  state,  municipal and other
governmental agencies to conduct its business as presently operated and all such
permits, licenses and authorizations are listed on Exhibit K attached hereto.
                  
(8)      Taxes.

There are no tax liens on any  Assets,  nor have any tax  claims  been  asserted
insofar as they relate to such Assets or Seller's  facilities,  and no basis for
any such claims exist.

(9)      Title to Assets.

The Seller owns outright and has good and marketable title to, all of the Assets
free and clear of all liens, pledges, mortgages, security interest,  conditional
sales  contracts  or  encumbrances  of any  nature  whatsoever  except  for such
interests which will be released as to the Assets at Closing or have been waived
by Buyer.
                  
(10)     Right to Assign

Seller has the right to assign to Buyer all the  assets,  leases and  agreements
being  assigned to Buyer without the consent of other  parties,  except for such
consents as are listed on Exhibit L attached hereto, all of which consents shall
be given prior to or at the Closing.
                  
(11)     Collective Bargaining Agreements, Retirement Benefits

Seller is not subject to any collective  bargaining agreements or multi-employer
pension or benefit  plans and to the best of its knowledge is not subject to any
current or threaten labor or union organizational efforts. Seller does not have,
and has not  previously  had any  pension,  profit  sharing,  401(k) or  similar
employment  benefit  plans and has no  obligations  for any unfunded  retirement
benefits.
                  
(12)     Other Instruments

Neither  the  entering  into  nor  the  carrying  out of this  Agreement  or the
transactions  contemplated  hereby will,  except as shall be waived on or before
the  Closing,  result in any  breach,  violation  of or conflict  with,  or will
accelerate  or permit the  acceleration  of the  performance  required by or the
cancellation  or termination of, any term or provision of any agreement or lease
being  assumed  by Buyer or any  agreement  or lease  materially  affecting  the
continued operations of Seller's facilities or will create or result in any lien
on the Assets except as provided herein. 

(13)     Other Matters.
                           
(i)      To the best of Seller's knowledge,  there is no litigation  threatened
or  pending  involving  Seller or its  facilities  except as listed on Exhibit M
hereto;
                           
(ii)     Seller  is  the  owner  of  all  the  patents,   patent  applications,
trademarks, service marks, business names and copyrights being assigned pursuant
hereto,  has not assigned or licensed any rights with regard thereto and has not
received  any claim  contesting  the  validity or  enforceability  of any of the
foregoing.

(14)     Year 2000 Software Warranty

Except as expressly set forth in Exhibit N:

(i)      None of the computer systems owned or operated by Seller,  and none of
the computer  systems operated by any third party for the benefit of the Seller,
including without limitation any mainframe  computer systems,  computer networks
and  personal  computer  systems,  contain any  software  which is  incapable of
recognizing  and  correctly  calculating  dates on or after  January 1, 2000, or
which would otherwise cause such computer  systems to fail to perform any of its
intended  functions in a proper manner in connection  with data  containing  any
date on or after  January 1, 2000 (the "Year  2000  Problem"),  and none of such
computer systems will result in the failure or disruption of any of the Seller's
business, operations,  financial reporting, tax reporting, inventory management,
accounts  receivable  systems,  accounts payable systems,  invoicing,  delivery,
personnel  management or records,  benefits  records or  administration,  or any
other records or systems, as a result of the Year 2000 Problem.

(ii)     Exhibit N contains a true,  correct and  complete  list of all written
or oral studies,  audits, surveys, reports and investigations conducted by or on
behalf of the Seller with respect to the Year 2000 Problem, and a description of
the Seller's efforts to analyze,  modify or replace all computer  software which
the Seller has deemed  necessary or appropriate in connection with the Year 2000
Problem.
                           
(iii)    The Seller is in possession  of, and has the right to copy and modify,
the source code version of all software used by the Seller or by any third party
for the  benefit  of the  Seller,  the  failure of which  software  would have a
material  adverse  effect  on the  Seller  or its  business,  assets,  condition
(financial or otherwise) or prospects.

                           
(iv)     The  Seller  does  not  receive  data,   whether  by  electronic  data
interchange  ("EDI") or  otherwise,  which is to be used or  manipulated  by any
computer  system operated by the Seller or by any third party for the benefit of
the Seller and which is not Year 2000 Compliant.
                           
(v)      The Seller does not have any  liability to any third  party,  pursuant
to any federal or state security laws or otherwise,  arising out of the Seller's
failure to disclose reasonably  foreseeable costs or liabilities relating to the
Year 2000 Problem.
                           
(vi)     The  Seller has taken all  appropriate  steps to  preserve  its rights
under  warranties  extended  to the  Seller  by third  parties  relating  to any
computer  system's  failure  to  be  Year  2000  Compliant,   including  without
limitation  the  delivery  of  appropriate  notices  to toll the  expiration  of
applicable warranty survival periods.
                           
(vii)    The Seller has not  extended  to any third  party any  warranty  which
could give rise to the Seller's  liability as a result of any computer  system's
failure to be Year 2000 Compliant.

         
(15)     Members
The parties to sign the Covenant Not to Compete by Members  attached  hereto are
all the members of Seller.

VII.     REPRESENTATIONS AND WARRANTIES OF BUYER AND CGI

(A)      Representations and Warranties of Buyer

In addition to those  representation and warranties  contained elsewhere herein,
Buyer shall  represent  and warrant to Seller the  following,  as of the Closing
date, except where specific reference is made to another date or dates, in which
case such date or dates will be applied hereunder:
                  
(1)      Corporate Standing

Buyer is a  corporation  duly  organized  validly  existing and in good standing
under  the  laws of the  State  of  Illinois  and has the  power to carry on its
operations  as  they  are  now  being  conducted.   The  transactions  of  Buyer
contemplated  hereby have been duly authorized by all necessary  action of Buyer
and the Closing of the transactions  contemplated hereby are not in violation of
Buyer's Articles of Incorporation or by-laws.
                 
(2)      Authorization and Effect

This Agreement,  the execution and delivery  hereof,  and the performance of all
the  obligations of Buyer hereunder will as of the Closing have been approved by
all necessary  corporate  action on Buyer's part and will  constitute the legal,
valid and binding obligations of Buyer in accordance with their terms and do not
violate any agreements binding on Buyer.
         
(B)      Representations and Warranties of CGI

In addition to those  representation and warranties  contained elsewhere herein,
CGI shall represent and warrant to Seller the following, as of the Closing Date,
except where specific  reference is made to another date or dates, in which case
such date or dates will be applied hereunder:
                  
(1)      Corporate Standing

CGI is a corporation duly organized, validly existing and in good standing under
the laws of Nevada, and has the power to carry on its operations as they are now
being  conducted.  The  transactions of CGI  contemplated  hereby have been duly
authorized  by all  necessary  action of CGI and are not in  violation  of CGI's
Articles of Incorporation or by-laws.
                  
(2)      Authorization and Effect

This Agreement,  the execution and delivery  hereof,  and the performance of all
the  obligations  of CGI hereunder  will as of the Closing have been approved by
all  necessary  corporate  action on CGI's part and will  constitute  the legal,
valid and binding obligations of CGI in accordance with their terms.

VIII.    BULK SALES LAW AND COMMISSIONS

(A)      Waiver of Compliance.

Buyer  waives  compliance  by Seller with the  provisions  of any bulk sale law,
provided that Seller will indemnify, defend and hold Buyer and CGI harmless from
any and all loss,  liability,  damage,  costs or expenses,  including reasonable
attorneys'  fees,  and  claims  against  Buyer  and/or CGI  resulting  from such
non-compliance.

(B)      Commissions.

The parties hereby each represent and warrant,  one to the other, that they have
not contracted or entered into any agreement with any broker,  agent,  finder or
any other party in connection with this transaction, and they have not taken any
action which would result in any  broker's,  agent's,  finder's or other fees or
commissions being due or payable to with respect to the transaction contemplated
hereby.  Each party hereby  indemnifies  and agrees to defend and hold the other
party  harmless from any loss,  liability,  damage,  cost or expense  (including
reasonable  attorney's  fees) resulting to the other party by reason of a breach
of the representation and warranty made by such party herein.

IX.      CLAIMS

It is  understood  and agreed  that,  with the  exception  of those  liabilities
expressly  assumed  in  writing  by Buyer at  Closing  for debts  and  executory
contracts of Seller to the extent and as provided in this Agreement,  all claims
arising  from the  operation,  manufacture  and sale of  products,  or otherwise
arising by or through  the  conduct of  business  by Seller or its  predecessors
prior  to  Closing  and  for  any  breach  of  any   covenants,   warranties  or
representations  of Seller hereunder,  shall be the responsibility of Seller and
all claims  arising from the  operation,  manufacture  and sale of such products
after Closing or otherwise  arising by or through the conduct of the business by
Buyer and any breach of any covenants,  warranties or representation of Buyer or
CGI shall be the  responsibility of Buyer.  Seller shall indemnify and agrees to
defend and hold Buyer and CGI  harmless  and Buyer shall  indemnify,  defend and
hold Seller and CGI harmless from any loss,  liability,  damage, cost or expense
(including  reasonable  attorney's fees) to the other parties as a result of the
breach of any representation, warranty or covenant herein or of claims which are
the  responsibility  of the  indemnitor,  and shall  cooperate in all reasonable
respects in any defense  thereof.  Such  indemnity  shall  extend to the parties
respective officers, directors, employees and agents.

X.       NOTICE AND OPPORTUNITY TO DEFEND

If any party becomes aware of a possible  claim for indemnity from another party
pursuant to this  Agreement,  such parties  claiming  indemnity shall notify the
indemnifying  party  promptly upon  becoming  aware of the claim and shall allow
such other party to assume defense or other appropriate  handling of the matters
creating the claim for indemnity if such party indicates its intention to assume
the  defense  of the claim by notice in  writing  within  ten (10) days of being
notified of the claim for indemnity.

XI.      CONDITIONS PRECEDENT TO SELLER'S OBLIGATIONS

The obligation of the Seller to consummate the transaction  contemplated by this
Agreement  shall be subject  to the  fulfillment  by the Buyer  and/or CGI at or
prior to the Closing of the following conditions:

(A)      Opinion of Buyer's and CGI's Counsel.

On the Closing Date,  Seller shall have received in writing a favorable  opinion
of Buyer's and CGI's counsel to the effect that:

From CGI's counsel:

(1)      CGI is a corporation duly  incorporated and organized,  validly 
existing and in good standing under the laws of Nevada.

(2)      CGI has full  corporate  power  and  authority  to  execute  and  
deliver  thisAgreement and CGI has full corporate power and authority to perform
all of its obligations hereunder;
                  
(3)      Execution  and delivery of this  Agreement by the CGI has been duly  
authorized  by all  requisite  corporate  action,  this  Agreement  is valid and
legally binding upon CGI, subject to bankruptcy,  insolvency,  reorganization or
similar  laws of general  application,  and to the best of  counsel's  knowledge
neither the execution or delivery of this  Agreement by CGI nor the  performance
by CGI of the terms and  provisions of this Agreement will violate any provision
of law  (except as the same may be  specifically  waived  herein),  and will not
conflict  with or result in the breach of any of the terms and  provisions of or
constitute a default  under the Articles of  Incorporation  or By-Laws of CGI or
under any material  indenture,  mortgage,  agreement,  instrument  or commitment
binding on CGI or any of its properties. 

From Buyer's counsel:

(4)      Buyer is a corporation duly  incorporated  and organized,  validly 
existing and in good standing under the laws of Illinois;

(5)      Buyer has full  corporate  power and authority to perform all of its 
obligation hereunder;

(6)      The  performance  of this  Agreement by Buyer has been duly  authorized
by all requisite corporate action and, subject to bankruptcy, reorganization and
similar  laws of general  application,  to the best of counsel's  knowledge  the
performance  by Buyer of the terms and  provisions  of this  Agreement  will not
violate  any  provision  of law (except as the same may be  specifically  waived
herein), and will not conflict with result in the breach of any of the terms and
provisions  of or constitute a default  under the Articles of  Incorporation  or
By-Laws  of  Buyer  or  under  any  material  indenture,   mortgage,  agreement,
instrument or commitment binding on Buyer or any of its properties.

In giving such opinion,  counsel may place  reasonable  reliance upon the books,
records,  certificates and other material furnished to counsel by CGI and Buyer,
and upon interviews with CGI's and Buyer's officers and other employees.
         
(B)      Representations True at Closing

All  representations and warranties of Buyer and CGI contained in this Agreement
shall be true and  correct in all  material  respects  on and as of the  Closing
date,  and Buyer and CGI shall not be in default  under any of the terms of this
Agreement.
         
(C)      Deliveries.

Buyer or CGI shall have  executed  and  delivered  to Seller on the Closing date
those items required hereunder.

XII.     CONDITIONS PRECEDENT TO BUYER'S AND CGI'S OBLIGATIONS

The obligation of the Buyer and CGI to consummate the transactions  contemplated
by this Agreement shall be subject to the fulfillment at or prior to the Closing
of the following conditions:
         
(A)      Opinion of Seller's Counsel.
On the Closing  date,  Buyer and CGI shall have  received in writing a favorable
opinion of Seller's counsel, to the effect that:
                  
(1)      Seller  is duly  organized  and is  validly  existing  as a  limited 
liability  company in good standing under the laws of Illinois,  with full power
and  authority to own and operate its  business as now  conducted by it with the
Assets and to execute  and  deliver  this  Agreement  and to perform  all of its
obligations hereunder.
                  
(2)      The  execution  of this  Agreement  and  related  documents  have been 
duly and validly authorized,  and are valid and binding upon the Seller, subject
to   bankruptcy,   insolvency,   reorganization   or  similar  laws  of  general
application,  and to the best of counsel's  knowledge  neither the  execution or
delivery  of this  Agreement  by the  Seller  nor the  performance  by it of the
various terms and provisions of this Agreement will violate any provision of law
(except as the same may be specifically  waived  herein),  and will not conflict
with or result in the breach of any of the terms and provisions of or constitute
an material default under the Articles of Organization or Operating Agreement of
the Seller.

                  
(3)      Except as set forth in an Exhibit to this  Agreement,  to the best of 
counsel's knowledge,  the execution,  delivery and performance of this Agreement
by Seller will not constitute a default under,  or a violation or breach of, any
material indenture, license, lease, franchise,  instrument or other agreement to
which Seller is party which would affect Seller's ability to transfer the Assets
sold hereunder in the condition required hereunder or create any lien thereon.
                  
(4)      Counsel  is not  aware  that any  authorization,  consent  or  approval
of any  regulatory  authority  of the federal  government  or any state or local
government is necessary in connection with the consummation of this Agreement by
Seller.

In giving such opinion,  counsel may place  reasonable  reliance upon the books,
records,  certificates  and other material  furnished to counsel by Seller,  and
upon interviews with Seller's managers and other employees.
         
(B)      Representations True at Closing.
All  representations  and warranties of Seller contained in this Agreement shall
be true and correct in all  material  respects on and as of the Closing  Date as
though made on or as of the  Closing  Date,  and Seller  shall not be in default
under any of the terms of this Agreement.

(C)      Deliveries.
Seller and the other  applicable  parties  shall have  executed and delivered to
Buyer or CGI on the Closing Date those items required hereunder.
         
(D)      Financing.
                           
(i)      Buyer shall have  received firm  commitments  from its investors for a
total capital  infusion in a form  satisfactory to Buyer of at least One Million
Five Hundred Thousand Dollars ($1,500,000). Once such a firm commitment has been
received by Buyer,  then this condition  shall be deemed to have been fulfilled,
subject,  however,  to fulfilling  any  conditions of such  commitments  and the
funding of such amount by such investors.
                           
(ii)     A commitment  from a financial  institution for a line of credit in an
amount and on terms deemed  sufficient by Buyer and the closing for such line of
credit occurs concurrent with the Closing hereunder.

(E)      Balkin and Seltzer Agreements

Buyer shall have  negotiated  mutually  agreeable  terms with Balkin and Seltzer
relating  to the  assignment  of  Seller's  debt to such  parties and Balkin and
Seltzer shall have executed and delivered Agreements to such effect at Closing.
         
(F)      Lease

Buyer  shall  have  negotiated  a  satisfactory  arrangement  with the lessor of
Seller''s  existing  facilities  or shall accept an  assignment  of the existing
lease for such facilities with the lessor's consent, if required.

         
(G)      Environmental Matters.

Buyer and CGI are  satisfied  in their  sole  discretion  that none of  Seller's
facilities are subject to any past, current or threatened  environmental  matter
or condition.
         
(H)      Litigation, Collective Bargaining Agreements, Retirement Benefits.

Buyer and CGI are satisfied in their sole  discretion that Seller is not subject
to any pending or threatened material litigation or other proceedings and Seller
is not subject to any collective  bargaining  agreements or unfunded  retirement
benefits.
         
(I)      Shareholder and Regulatory Approval.

CGI shall have obtained all necessary  approvals from its  shareholders  and any
regulatory bodies for the transaction contemplated hereby and the performance of
CGI's obligations  hereunder and under any documents to be signed,  delivered or
performed pursuant hereto.
         
(J)      Satisfaction of Due Diligence

Buyer and CGI shall  have  been  satisfied  in their  sole  discretion  with the
results of their due diligence examination of Seller and its affiliates.
         
(K)      Covenant Not To Compete

The  Covenant  Not to Compete By Members  shall be signed by Balkin and Merlo at
the Closing and by the other members within seven (7) days of the Closing.

In the event that any of the conditions  precedent to the performance of Buyer's
and CGI's  obligations  hereunder have not been satisfied (or waived by Buyer or
CGI) prior to Closing,  the Closing  shall be  postponed  up to 30 days to allow
Seller to cure such conditions.  At the end of such 30 day period, Buyer and CGI
shall either (x) close  (whether  such  conditions  have been  satisfied or not)
without any reduction in the purchase  price;  provided,  however,  Seller shall
remain  obligated  during the period of such delay for all monetary items and/or
give Buyer or CGI a proration credit therefor and as to any  unliquidated  items
Seller shall indemnify Buyer and CGI therefor as provided in Paragraph IX above,
or, (y) if such  conditions  have not been  satisfied,  notify  Seller  that the
Agreement is terminated by reason thereof.
         
Upon the  occurrence of the Closing  hereunder all  conditions  precedent to the
Closing shall,  subject to the above, be conclusively deemed satisfied or waived
solely for the purpose of the Closing by Buyer and CGI; provided,  however, such
waiver  or   satisfaction   shall  not   affect  or  negate   any  of   Seller's
representations,  warranties,  covenants or indemnities  contained herein, which
representations,  warranties  covenants and  indemnities of Seller shall survive
the Closing. That Buyer or CGI have knowledge of any event, fact or breach shall
not be a waiver  of any  representation,  warranty,  covenant  or  indemnity  of
Seller.

XIII.    ADDITIONAL COVENANTS OF SELLER 
         
(A)      Continuing Operations

Seller  covenants  and agrees with Buyer that,  except as required by applicable
law, from and after January 18, 1999 until the Closing;

(1)      Seller has and will  operate its  business in the  ordinary  course of 
business and  in  such  manner  as  will  not  breach  any of  Seller's  
representations, warranties and covenants  contained herein. 

(2)      Seller has not since January 18, 1999 and will not prior to Closing 
create or  permit to exist any new lien, encumbrance or charge upon the Assets;

                 
(3)      Seller will not permit the  transfer of any of its  membership  
interests, and will not issue any additional interests,  except for transfers of
interests of Seller by and among its existing members;

                  
(4)      Seller  shall  not  enter  into  any  material  contracts,  or  amend  
existing contracts, without first providing a copy thereof to Buyer and CGI;

                  
(5)      Seller  shall  not lend any  money  to or  forgive  any  debts  owing  
from its members,  managers or employees or pay any bonuses to or increase the 
compensation  levels of its members, managers and employees.

         
(B)      Covenant Not to Compete

Seller and Seller's  members  agree as a material  inducement  to Buyer to enter
into this Agreement that for a period of five (5) years from the Date of Closing
they shall not anywhere in the United States  directly or  indirectly  engage in
any business  competitive  with the business  Seller now conducts and agree that
either  Buyer or CGI shall be  entitled,  in  addition to any other  remedy,  to
enforce such agreement by specific performance or by injunctive relief.

XIV.     RISK OF LOSS.

Seller  shall bear the risk of all loss or damage of the Assets  from all causes
until the Closing. If, prior to the Date of Closing, all or a part of the Assets
are damaged by fire or any other cause of whatever nature, Seller shall promptly
give Buyer  written  notice of such  damage,  and Seller  shall,  at its option,
either (a) repair and replace the damaged  Assets;  (b) abate the purchase price
to compensate  Buyer for any diminution in value; or (c) providing the amount of
such loss or damage  exceeds  $150,000  terminate this  Agreement.  In the event
Seller elects repair or replacement,  Seller may postpone the scheduled  Closing
Date for such  period of time as is  reasonably  required  to repair the damaged
Assets.
         

In the event the loss or damage  exceeds  $150,000,  Buyer  shall  also have the
right to terminate this Agreement.  If Seller or Buyer terminates this Agreement
pursuant  to this  Paragraph  XIV,  all rights and  obligations  of the  parties
hereunder shall also terminate.

XV.      DEFAULT
         
(A)      Seller's Default.

If Seller shall be in default after the execution of this Agreement but prior to
Closing in any one of the  covenants  herein  contained,  then Buyer  shall give
written notice thereof to Seller and if such default shall continue for ten (10)
days after receipt of such notice, CGI or Buyer may, at its option:

(1)      Rescind this  Agreement  and require  Seller to reimburse CGI and Buyer
for all  expenses  which  Buyer or CGI  shall  have  incurred  (including  those
incurred  for Seller's  account) in  connection  with the proposed  purchase and
sale,  including but not limited to all attorney's  fees and  accountant's  fees
incurred by Buyer or CGI; or

 (2)      Waive the default and proceed  with Closing  without  reduction in the
purchase  price;  provided,  however,  Seller  shall  remain  obligated  for all
monetary items and/or give Buyer or CGI a proration credit  therefor,  and as to
any  unliquidated  items,  Seller  shall  indemnify  Buyer and CGI  therefor  as
provided in Paragraph  IX above,  Buyer and CGI having the right to enforce this
Agreement by specific performance.
         
(B)      Buyer's Default.

If all Buyer's and CGI's preconditions for Closing have been fully satisfied and
Buyer or CGI fails or refuses to perform their  obligations to close pursuant to
the terms of the Agreement and Seller has not defaulted in its obligations under
this  Agreement  and is  willing  and  able  to  close  the  purchase  and  sale
contemplated  herein,  upon the terms herein set out,  then Seller shall have no
further obligation hereunder and may, at its option:
                  
(1)      Require Buyer and CGI to reimburse  Seller for all expenses  which 
Seller  shall have  incurred  (including  those  incurred  for  Buyer's or CGI's
account) in connection  with the proposed  purchase and sale,  including but not
limited to all attorney's fees incurred by Seller; or

(2)      Pursue any and all remedies which are afforded to it at law or in
equity.

VI.      DUE DILIGENCE, ACCESS TO RECORDS
         
(A)      Due Diligence

Seller agrees to make available to CGI and Buyer and their  representatives  all
of its financial  records and contracts and such other  information which CGI or
Buyer may  request,  and will  provide  to CGI and Buyer  copies of all  leases,
contracts and other written  agreements which relate to Seller's  business.  All
information obtained by CGI and Buyer prior to the Closing shall be held by then
in  strict  confidence  for use  solely  in  connection  with  the  transactions
contemplated  hereby  and shall  not be  divulged  by then to  others  except as
contemplated herein.  Should the Closing not take place, all copies,  memoranda,
work  papers,  notes or  other  documents  compiled  by CGI and  Buyer  shall be
delivered to Seller.
         

(B)      Access by Seller After Closing.

The Buyer and CGI shall  make  available  to the Seller at its  request,  and to
others as lawfully required,  documents, records and all other materials arising
out of or relating  to the  obligations  of the Seller  surviving  the  Closing,
including  but  not  limited  to all  information  necessary  for  Seller's  tax
purposes.

XVII.    MISCELLANEOUS
         
(A)      Captions.

The  captions,  headings  and  arrangements  used  in  this  Agreement  are  for
convenience  only and do not in any way  affect,  limit,  amplify  or modify the
terms and provisions hereof.

         
(B)      Number and Gender of Words

Whenever  herein the singular  number is used, the same shall include the plural
where appropriate, and words of any gender shall include each other gender where
appropriate.
         
(C)      Notices.

All notices,  demands,  requests and other communications  required or permitted
hereunder  shall be in writing,  and shall be personally  delivered or mailed by
certified mail,  first class postage  prepaid,  or by prepaid Federal Express or
other  messenger  service,  to the party to which  directed at its address as it
appears  below,  and shall be  deemed  to have  been  give on the date  actually
received  or  refused.  Any party may change its  address  for  purposes of this
paragraph by giving  written  notice of such change to all other  parties in the
manner hereinabove provided:
                                    

If to the Buyer or CGI:

John Giura
8400 Brookfield Avenue
Brookfield, Illinois 60513

With copy to:

David J. Jolivette
Jolivette & Templer, P.C.
10 South LaSalle Street
Suite 1017
Chicago, Illinois 60603

If to the Seller:

Salle International, L.L.C.
3740 Hawthorne Court
Waukegan, Illinois

Attention: Michael Balkin

With copy to:

Jeffrey Hechtman
Horwood, Marcus & Berk, Chtd.
333 West Wacker Drive
Suite 2800
Chicago, Illinois 60606

         
(D)      Governing Law.

This Agreement is intended to be performed in the State of Illinois and the laws
of such  State,  excluding  its  choice of laws  provisions,  shall  govern  the
validity,  construction,  enforcement and interpretation of this Agreement,  and
all parties  agree to the venue and  jurisdiction  of any Court in Cook  County,
Illinois.
         
(E)      Entirety and Amendments.

This Agreement  embodies the entire Agreement between the parties and supersedes
all prior  agreements and  understandings,  if any,  relating to the transaction
contemplated herein, and may be amended or supplemented only by an instrument in
writing executed by both parties.
         
(F)      Invalid Provisions.

If  any  provision  of  this  Agreement  is  held  to  be  illegal,  invalid  or
unenforceable  under  present  or future  laws,  such  provision  shall be fully
severable;  the  Agreement  shall be construed  and enforced as if such illegal,
invalid or  unenforceable  provision had never comprised a part of the Agreement
and the remaining  provisions  of the  Agreement  shall remain in full force and
effect and shall not be  affected  by the  illegal,  invalid,  or  unenforceable
provision or by its severance from this Agreement.  Furthermore, in lieu of such
illegal, invalid, or unenforceable provision, there shall be added automatically
as a part of this  Agreement  a provision  as similar in terms to such  illegal,
invalid or unenforceable provision as may be legal, valid or enforceable.
         
(G)      Multiple Counterparts.

This  Agreement  may be executed in a number of  identical  counterparts.  If so
executed,  each  of  such  counterparts  is to be  deemed  an  original  for all
purposes,  and  all  such  counterparts  shall,  collectively,   constitute  one
Agreement,  but, in making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart.
         
(H)      Parties Bound.

This Agreement shall be binding upon and inure to the benefit of Seller, Buyer 
and CGI.
         
(I)      Further Acts.

In  addition  to the  acts and  deeds  recited  herein  and  contemplated  to be
performed, executed and/or delivered, Seller and Buyer and CGI agree to cause to
be performed, executed and/or delivered at the Closing or after the Closing such
further acts,  deeds and assurances as may be reasonably  requested by any party
or necessary to  consummate  the  transactions  contemplated  hereby.  After the
Closing  Seller  agrees  to  cooperate  with the Buyer  and CGI  concerning  the
business and the transition,  including but not limited to any legal  proceeding
by or against Buyer and/or CGI with third parties for  collection of receivables
or otherwise.

(J)      Survival.

All of the  representations,  warranties,  covenants and agreements set forth in
this Agreement or in writing  delivered in connection  with this Agreement shall
survive the Closing Date and the consummation of the  transactions  contemplated
hereby.
        
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and 
year first written above.

                     CGI HOLDING CORPORATION

                     By:
                                                    
                     Its:                                                

                     SALLE INTERNATIONAL, L.L.C.

                     By:
 
                     Michael Balkin, Manager

COVENANT NOT TO COMPETE BY MEMBERS

For  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged,  each of the  undersigned  personally  agree  to be  bound  by the
covenant not to compete contained in paragraph XIII (B) above.

                                          

                                  Exhibit 2.2

   Agreement dated March 5, 1999, by and between Personal Care Products, Inc.

                               and Michael Balkin

 
                                    AGREEMENT

AGREEMENT  made this fifth day of March,  1999,  by and  between  PERSONAL  CARE
PRODUCTS, INC., an Illinois corporation ("PCP"), and MICHAEL BALKIN, ("Balkin").

                              W I T N E S S E T H:

Concurrently  herewith  PCP as Buyer is  purchasing  certain  assets  of  Salle'
International,  L.L.C., an Illinois limited liability company ("Salle") pursuant
to an Asset  Purchase  Agreement  dated March 2, 1999 (the  "Salle  Agreement").
Balkin is a creditor of Salle. PCP is not willing to consummate such transaction
with Salle without the agreement of Balkin contained herein.
         
NOW  THEREFORE,  in  consideration  of these  premises  and for  other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, it is mutually agreed as follows:

1.       Assignment of Debt

On and  subject to the terms and  conditions  herein  contained,  Balkin  hereby
sells,  assigns and transfers to PCP any and all indebtedness  known or unknown,
liquidated or unliquidated,  contingent or absolute, owed by Salle to Balkin and
any claims of Balkin against Salle related thereto.  Balkin  represents that the
total  liquidated  indebtedness  of  Salle  to  Balkin  on the  date  hereof  is
$1,693,600.  Balkin  agrees  to  execute  and  deliver  from  time to  time  any
additional  documents  which PCP may request to  evidence  such  assignment  and
agrees to cooperate with PCP to perfect and collect such indebtedness.

2.       Payment

On and subject to the terms and conditions herein contained, PCP hereby agrees 
to pay Balkin:

(a) PCP shall pay Balkin $300,000 upon the date hereof provided Balkin
concurrently delivers to PCP a release from Mark Fuller ("Fuller") releasing any
and all  claims of Fuller  against  Salle and PCP.  If such  equity has not been
received by PCP as of the date hereof,  then such amount shall be payable within
fifteen  (15) days  after the date  hereof  provided  such  release of Fuller is
delivered to PCP.
                  
(b)      PCP shall pay Balkin $342,000, without interest.

                  
(c)      PCP shall pay Balkin $1,000,000 as follows:

                           
(i)      Commencing  on  January  1  of  the  year  immediately  following  the
calendar year when PCP first has earnings  before taxes as defined below,  of at
least Four Hundred  Thousand Dollars  ($400,000),  the unpaid balance shall bear
interest at the rate of eight percent (8%) per annum payable with each principal
payment as provided below:

(ii)     The  principal  of  such  indebtedness  shall  be  paid  in ten  equal
semi-annual  payments on January 1 and July 1 of each year commencing  January 1
of the year that is two fiscal  years after that first  fiscal year in which PCP
has  earnings  before taxes as defined  below of at least Four Hundred  Thousand
Dollars  ($400,000).  For  example,  if PCP's  earnings  for fiscal  1999 exceed
$400,000, then payments shall begin on January 1, 2001.
                           
(iii)    PCP shall have the right to prepay such  indebtedness and the interest
thereon, in whole or in part, at any time.

(d)      PCP shall have the right to set-off against any of such  indebtedness, 
and the escrowed funds referred to in (g) below, and if such indebtedness is not
sufficient;  then the stock of CGI Holding  Corporation  ("CGI")  referred to in
paragraph  3 below,  the  amount of any and all loss,  damage,  claim,  costs or
expenses incurred by PCP or CGI, including  reasonable  attorney fees,  asserted
against or incurred by PCP or CGI arising from the payment of or defense against
any  obligations  of Salle in excess of the Five  Hundred  Twenty-Five  Thousand
Dollars  ($525,000) which PCP has agreed to pay pursuant to the Salle Agreement,
the breach of any covenant, representation or warranty of Salle contained in the
Salle Agreement or any agreement or instrument  delivered in connection with the
Salle  Agreement  or the failure of Salle to  indemnify  PCP and CGI as required
under the Salle  Agreement.  Without  limiting the foregoing,  such claims shall
include any claims made by any taxing authorities, creditors of Salle (including
but not limited to any creditors listed or referred to on Exhibit E of the Salle
Agreement),  employees of Salle,  customers of Salle or  purchasers  or users of
products produced by Salle, any claims for  environmental  matters or any claims
arising out of any litigation  filed against Salle or any bankruptcy  proceeding
filed in respect of Salle. In addition to the amount of such claim, any interest
which may have accrued on the off-set amount shall also be off-set  against such
indebtedness. PCP and CGI shall have the sole right to settle any such claims in
a manner which they deem reasonable.  In the event of any bankruptcy  proceeding
by or  against  Salle,  to the extent any of the  indebtedness  assigned  to PCP
hereunder  or any payments  made to Balkin are deemed to be a preference  or are
required to be paid by PCP,  such  amount,  plus any interest  accrued  thereon,
shall be deducted from the payments to Balkin  hereunder.  If as a result of any
such claim or proceeding, PCP is required to pay over an amount in excess of the
balance  due to Balkin and the value of the PCP and CGI stock,  Balkin  shall on
demand pay such excess to PCP.
                  

(e)      If the claim for  off-set  exceeds  the amount  then owed to Balkin,  
then such claim may be off-set against the shares of CGI issued pursuant to this
Agreement  valued at the average  closing price of CGI common stock for the five
immediately  preceding  business  days  on  which  such  stock  actually  traded
including the day PCP gives written notice of such off-set.
                  
(f)      Balkin hereby agrees not to make any claims against Salle for the  
indebtedness assigned to PCP except such claims as PCP may direct.

(g)      Notwithstanding  the  foregoing,  from the  amounts  payable  to  
Balkin on the execution hereof,  $150,000 shall be deposited into an escrow with
regard  to the  amount  currently  owed by Salle  to  Transcap  Trade  Financing
("Transcap").  PCP may at its option either take on assignment of Salle's rights
and  obligations  under such agreement or cause such agreement to be terminated.
If PCP does not take an  assignment  of such  agreement,  then such funds  shall
remain in escrow until such time as Transcap releases its claims against PCP and
Salle and its liens on the assets  acquired by PCP and PCP may apply any and all
of such funds to obtain such release. Any of such escrowed funds remaining after
such  release  shall  be paid to  Balkin.  If PCP  takes an  assignment  of such
agreement,  at such time as all the  current  obligations  of Salle  under  such
agreement are  satisfied and paid other than by payment by PCP (for example,  if
such  obligations  are  reduced or paid by credits and the check from Sam's Club
referred to below), such escrowed funds shall be released to Balkin. PCP may use
such escrowed funds to satisfy such obligations and at Balkin's  direction shall
use such funds for such purpose. Any funds remaining in such escrow after all of
such  obligations  are satisfied and such claims and liens are released shall be
paid to Balkin.  If such funds are used to satisfy the  obligations of Salle and
if the pending payment of $80,375 has not been received from Sam's Club prior to
such payment,  then such payment from Sam's Club shall be paid to Balkin.  Among
such  obligations  to Transcap is the amount of $80,375  arising  from a stopped
check from Sam's Club.  At such time as a  replacement  check is  received  from
Sam's Club, such funds shall be used to reduce the obligation to Transcap, or if
escrowed funds were used to pay such  obligation and obtain such releases,  such
funds shall be paid to Balkin.

3.       Conversion of Indebtedness into CGI Stock
         
a)      Balkin  shall  have the  right at any time  after  January  1,  2001 to 
convert all of the then balance of the above referred  indebtedness  into common
stock of CGI at the  greater of $1.00 per share or the  average  closing  market
price of such CGI  stock for the five  immediately  preceding  business  days on
which such stock actually traded  including the date CGI receives written notice
from Balkin exercising such conversion right.  Partial  conversions shall not be
permitted.
         
(b)      The shares of stock of CGI issued on such  conversion  have not and 
will  not  be  registered,  may  not be  transferred  except  to  CGI  or  other
shareholders of CGI for two years from and after the date of their issuance, are
not freely  transferable except according to applicable law and the certificates
therefor  will  bear  legends  setting  forth  that  such  shares  have not been
registered and the rights and  restrictions  set forth in this  Agreement.  As a
precondition of the issuance of any shares of CGI or the transfer of such stock,
the  recipient  shall be required to execute and deliver to CGI, as the case may
be, an  acknowledgment  and  agreement to the  foregoing.  In the event that CGI
files a  registration  statement  after the  issuance of such shares of CGI, CGI
will permit such shares to piggy back on such  registration on the conditions of
and to the extent the underwriter permits the same.

4.       Election as Director
Upon the  consummation of the closing under the Salle  Agreement,  PCP agrees to
appoint or elect Balkin and one other person  designed by Balkin as directors of
PCP.

5.       Indemnification

In addition to any other rights and remedies  continued  herein,  Balkin  hereby
agrees to indemnify,  hold harmless and defend PCP and CGI and their  respective
officers,  directors,  employees and agents,  from and against any loss,  costs,
(including  reasonable  attorney's fees and costs),  claims,  suits or causes of
action  brought,  threatened  or incurred by or against them by reason of any of
the following:
                           
(a)      As a  consequence  of any  breach of this  Agreement  by Balkin or the
Salle  Agreement  by Salle,  any  breach of a  warranty  made by Balkin or Salle
hereunder or  thereunder  or the failure of any  representation  made  hereunder
thereunder to be true;
                           
(b)      Any suit or threat of suit by any party, including,  without 
limitation, any claims by creditors of Salle;

                           
(c)      Any  suit  or  threat  of  suit by any of  Salle's  employees,  former
employees,  securities  holders or lenders,  except with  respect to any suit or
claim arising or  threatened  solely by reason of PCP's acts or omissions to act
which constitute a breach of PCP's obligations under the Salle Agreement;
                          
(d)      Any product  liability  claims of any kind,  arising  with  respect to
products, manufactured or sold by Salle; and

                           
(e)      Environmental  liability,  if any, as a result of the Salle Agreement 
or any transactions  contemplated  by or engaged in  pursuant  to or on account 
of such Agreement.

6.       MISCELLANEOUS
         
(a)      Captions.

The  captions,  headings  and  arrangements  used  in  this  Agreement  are  for
convenience  only and do not in any way  affect,  limit,  amplify  or modify the
terms and provisions hereof.
         
(b)      Number and Gender of Words

Whenever  herein the singular  number is used, the same shall include the plural
where appropriate, and words of any gender shall include each other gender where
appropriate.
         
(c)      Notices.

All notices,  demands,  requests and other communications  required or permitted
hereunder  shall be in writing,  and shall be personally  delivered or mailed by
certified mail,  first class postage  prepaid,  or by prepaid Federal Express or
other  messenger  service,  to the party to which  directed at its address as it
appears  below,  and shall be  deemed  to have  been  give on the date  actually
received  or  refused.  Any party may change its  address  for  purposes of this
paragraph by giving  written  notice of such change to all other  parties in the
manner hereinabove provided:

If to the PCP or CGI:

John Giura
8400 Brookfield Avenue
Brookfield, Illinois 60513

With copy to:

David J. Jolivette
Jolivette & Templer, P.C.
10 South LaSalle Street
Suite 1017
Chicago, Illinois 60603

If to the Balkin:

Michael Balkin
_ William Blair & Company
222 West Adams
Chicago, Illinois 60606

With copy to:

Jeffrey Hechtman
Horwood, Marcus & Berk, Chtd.
333 West Wacker Drive
Suite 2800
Chicago, Illinois 60606

         
(d)      Governing Law.

This Agreement is intended to be performed in the State of Illinois and the laws
of such  State,  excluding  its  choice of laws  provisions,  shall  govern  the
validity,  construction,  enforcement and interpretation of this Agreement,  and
all parties  agree to the venue and  jurisdiction  of any Court in Cook  County,
Illinois.

         
(e)      Entirety and Amendments.

This Agreement  embodies the entire Agreement between the parties and supersedes
all prior  agreements and  understandings,  if any,  relating to the transaction
contemplated herein, and may be amended or supplemented only by an instrument in
writing executed by both parties.
         
(f)      Invalid Provisions.

If  any  provision  of  this  Agreement  is  held  to  be  illegal,  invalid  or
unenforceable  under  present  or future  laws,  such  provision  shall be fully
severable;  the  Agreement  shall be construed  and enforced as if such illegal,
invalid or  unenforceable  provision had never comprised a part of the Agreement
and the remaining  provisions  of the  Agreement  shall remain in full force and
effect and shall not be  affected  by the  illegal,  invalid,  or  unenforceable
provision or by its severance from this Agreement.  Furthermore, in lieu of such
illegal, invalid, or unenforceable provision, there shall be added automatically
as a part of this  Agreement  a provision  as similar in terms to such  illegal,
invalid or unenforceable provision as may be legal, valid or enforceable.
         
(g)      Multiple Counterparts.

This  Agreement  may be executed in a number of  identical  counterparts.  If so
executed,  each  of  such  counterparts  is to be  deemed  an  original  for all
purposes,  and  all  such  counterparts  shall,  collectively,   constitute  one
Agreement,  but, in making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart.

         
(h)      Parties Bound.

This  Agreement  shall be binding upon and inure to the benefit of Seller,  PCP,
CGI and Balkin and their respective heirs, legatees, successors and assigns.
         
(i)      Further Acts.

In  addition  to the  acts and  deeds  recited  herein  and  contemplated  to be
performed,  executed  and/or  delivered,  PCP and  Balkin  agree  to cause to be
performed,  executed and/or delivered such further acts, deeds and assurances as
may be  reasonably  requested  by any  party  or  necessary  to  consummate  the
transactions contemplated hereby.
        
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and 
year first written above.

                  PERSONAL CARE PRODUCTS, INC.

                  By:
                                                                         
                  Its: 

                                                                      
                  Michael Balkin

CGI HOLDING CORPORATION, for valuable consideration,  agrees to the provision of
the foregoing Agreement for the conversion of such indebtedness and stock of PCP
into common stock of CGI on the terms and conditions contained therein.

                   CGI HOLDING CORPORATION

                   By:
                                                                         
                   Its:
                                                             

                          FIRST AMENDMENT TO AGREEMENT

FIRST  AMENDMENT TO AGREEMENT made as of March 16, 1999 by and between  PERSONAL
CARE  PRODUCTS,  INC.,  and  Illinois  Corporation  ("PCP") and  MICHAEL  BALKIN
("Balkin").

                              W I T N E S S E T H:

PCP and Balkin  entered into an Agreement  dated March 5,1999 (the  "Agreement")
regarding the purchase by PCP of certain  indebtedness of Salle'  International,
L.L.C.  to Balkin.  PCP and Balkin  desire to amend  such  Agreement  in certain
respects:

NOW,  THEREFORE,  in  consideration  of these  premises  and for other  good and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, it is mutually agreed as follows:

1. Payments:
The equity  referred  to in  paragraph  2(a) of the  Agreement  has not yet been
received. The Release from Mark Fuller has been received by PCP.
                           
(a) It is agreed that the due date for the payments  under  paragraphs  2(a) and
(b) of the Agreement are extended to April 30, 1999.

(b) So long as at  least  $150,000  shall  remain  unpaid,  no  amounts  need by
deposited into an escrow under paragraph 2 (g) of the Agreement. At such time as
the amount owed to Balkin as  provided  above shall be equal to or less than the
amount owed by Salle with reference to Transcap Trade  Financing,  such amounts,
if any, shall be placed into escrow and held pursuant to such paragraph 2 (g) of
the Agreement.

2. Continuing Agreement

Except as herein amended,  the Agreement shall continue in full force and effect
according to its terms.

IN WITNESS WHEREOF,  the parties have executed this instrument as of the day and
year first written above.

                            PERSONAL CARE PRODUCTS, INC.

                            By:

                            Its:

                             Michael Balkin

                                   Exhibit 2.3

   Agreement dated March 5, 1999, by and between Personal Care Products, Inc.
                                and Neil Seltzer

                                    AGREEMENT

AGREEMENT  made this fifth day of March,  1999,  by and  between  PERSONAL  CARE
PRODUCTS, INC., an Illinois corporation ("PCP"), and NEIL SELTZER, ("Seltzer").

                              W I T N E S S E T H:

Concurrently  herewith  PCP as Buyer is  purchasing  certain  assets  of  Salle'
International,  L.L.C., an Illinois limited liability company ("Salle") pursuant
to an Asset  Purchase  Agreement  dated March 2, 1999 (the  "Salle  Agreement").
Seltzer  is a  creditor  of  Salle.  PCP  is  not  willing  to  consummate  such
transaction with Salle without the agreement of Seltzer contained herein.
        
NOW  THEREFORE,  in  consideration  of these  premises  and for  other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, it is mutually agreed as follows:

1.       Assignment of Debt

On and subject to the terms and  conditions  herein  contained,  Seltzer  hereby
sells,  assigns and transfers to PCP any and all indebtedness  known or unknown,
liquidated or unliquidated, contingent or absolute, owed by Salle to Seltzer and
any claims of Seltzer against Salle related thereto Seltzer  represents that the
total liquidated indebtedness of Salle to Seltzer on the date hereof is $50,000.
Seltzer agrees to execute and deliver from time to time any additional documents
which PCP may request to evidence such  assignment  and agrees to cooperate with
PCP to perfect and collect such indebtedness.

2.       Payment

On and subject to the terms and conditions herein contained PCP hereby agrees to
pay Seltzer $50,000.00 which shall be payable as follows:
                  
(a)      Commencing  on January 1 of the year when PCP first has  earnings  
before  taxes as  defined  below,  of at least  Four  Hundred  Thousand  Dollars
($400,000)  or  commencing  on the date hereof if such  earnings are achieved in
1999,  the unpaid  balance shall bear interest at the rate of eight percent (8%)
per annum payable with each principal payment as provided below.
                  
(b)      The  principal  of such  indebtedness  shall be paid in ten  equal  
semi-annual  payments on January 1 and July 1 of each year commencing January 1,
2001.
                  (
c)      PCP shall have the right to prepay such  indebtedness and the interest 
thereon, in whole or in part, at any time.

(d)      In the event of any bankruptcy  proceeding by or against  Salle,  to 
the extent any of the indebtedness assumed by PCP hereunder or any payments made
to Seltzer are deemed to be a preference or are required to be paid by PCP, such
amount,  plus  any  interest  accrued  thereon,   shall  be  deducted  from  the
indebtedness being assumed and shall not be an obligation of PCP. If as a result
of any such claim or proceeding  PCP is required to pay over an amount in excess
of the balance due to Seltzer,  and the value of the CGI stock, Seltzer shall on
demand pay such excess to PCP.
                  
(e)      Seltzer   hereby  agrees  not  to  make  any  claims   against  Salle  
for the indebtedness assumed by or assigned to PCP except such claims as PCP may
direct.

3.       Conversion of Indebtedness into CGI Stock
        
(a)      Seltzer  shall  have the right at any time  after  January  1, 2001 to
convert all of the above referenced indebtedness into common stock of CGI at the
greater of $1.00 per share or the average closing market price of such CGI stock
for the five  immediately  preceding  business days on which such stock actually
traded  including the date CGI receives  written notice from Seltzer  exercising
such conversion right. Partial conversions shall not be permitted.
         
(b)      In the event any  bankruptcy  proceeding  is filed by or against  Salle
and the insurance of such stock of PCP is deemed to be a  preference,  then such
stock shall be cancelled and returned to PCP.

(c)      The shares of stock of CGI have not and will not be  registered,  may 
not be transferred except to PCP, CGI or other shareholders of PCP for two years
from and after the date hereof, are not freely  transferable except according to
applicable  law and the  certificates  therefor will bear legends  setting forth
that such shares have not been  registered and the rights and  restrictions  set
forth in this Agreement.  As a precondition of the issuance of any shares of CGI
or the transfer of such stock,  the  recipient  shall be required to execute and
deliver to CGI an  acknowledgment  and agreement to the foregoing.  In the event
that CGI files a  registration  statement  after the  issuance of such shares of
CGI,  CGI will  permit  such  shares to piggy back on such  registration  on the
conditions of and to the extent the underwriter permits the same.
         
4.       Determination of Earning

As used in this Agreement,  the  determination  of PCP's earning's  before taxes
shall mean PCP's  taxable  earnings  for  federal  income  tax  purposes  before
interest,  taxes,  depreciation and amortization determined by PCP's accountants
according to  generally  accepted  accounting  principles  consistently  applied
("GAAP"),  provided,  however, any amounts recovered by PCP as the result of any
suit or threatened suit to collect receivables assigned to PCP by Salle shall be
deducted from such earnings.

5.       MISCELLANEOUS
(a)      Captions.

The captions,  headings and  arrangements  used in this Agreement are for
convenience only and do not in any way affect, limit, amplify or modify the 
terms and provisions hereof.

(b)      Number and Gender of Words

Whenever  herein the singular  number is used, the same shall include the plural
where appropriate, and words of any gender shall include each other gender where
appropriate.
         
(c)      Notices.

All notices,  demands,  requests and other communications  required or permitted
hereunder  shall be in writing,  and shall be personally  delivered or mailed by
certified mail,  first class postage  prepaid,  or by prepaid Federal Express or
other  messenger  service,  to the party to which  directed at its address as it
appears  below,  and shall be  deemed  to have  been  give on the date  actually
received  or  refused.  Any party may change its  address  for  purposes of this
paragraph by giving  written  notice of such change to all other  parties in the
manner hereinabove provided:
If to the PCP or CGI:

John Giura
8400 Brookfield Avenue
Brookfield, Illinois 60513

With copy to:

David J. Jolivette
Jolivette & Templer, P.C.
10 South LaSalle Street
Suite 1017
Chicago, Illinois 60603

If to the Seltzer:

Neil Seltzer
_ William Blair & Company
222 West Adams
Chicago, Illinois 60606

With copy to:

Jeffrey Hechtman
Horwood, Marcus & Berk, Chtd.
333 West Wacker Drive
Suite 2800
Chicago, Illinois 60606

         
(d)      Governing Law.

This Agreement is intended to be performed in the State of Illinois and the laws
of such  State,  excluding  its  choice of laws  provisions,  shall  govern  the
validity,  construction,  enforcement, and interpretation of this Agreement, and
all parties  agree to the venue and  jurisdiction  of any Court in Cook  County,
Illinois.
         
(e)      Entirety and Amendments.

This Agreement  embodies the entire Agreement between the parties and supersedes
all prior  agreements and  understandings,  if any,  relating to the transaction
contemplated herein, and may be amended or supplemented only by an instrument in
writing executed by both parties.
         
(f)      Invalid Provisions.

If  any  provision  of  this  Agreement  is  held  to  be  illegal,  invalid  or
unenforceable  under  present  or future  laws,  such  provision  shall be fully
severable;  the  Agreement  shall be construed  and enforced as if such illegal,
invalid or  unenforceable  provision had never comprised a part of the Agreement
and the remaining  provisions  of the  Agreement  shall remain in full force and
effect and shall not be  affected  by the  illegal,  invalid,  or  unenforceable
provision or by its severance from this Agreement.  Furthermore, in lieu of such
illegal, invalid, or unenforceable provision, there shall be added automatically
as a part of this  Agreement  a provision  as similar in terms to such  illegal,
invalid or unenforceable provision as may be legal, valid or enforceable.
         
(g)      Multiple Counterparts.

This  Agreement  may be executed in a number of  identical  counterparts.  If so
executed,  each  of  such  counterparts  is to be  deemed  an  original  for all
purposes,  and  all  such  counterparts  shall,  collectively,   constitute  one
Agreement,  but, in making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart.
         
(h)      Parties Bound.

This  Agreement  shall be binding upon and inure to the benefit of Seller,  PCP,
CGI and Seltzer and their respective heirs, legatees, successors and assigns.
         
(i)      Further Acts.

In  addition  to the  acts and  deeds  recited  herein  and  contemplated  to be
performed,  executed  and/or  delivered,  PCP and  Seltzer  agree to cause to be
performed,  executed and/or delivered such further acts, deeds and assurances as
may be  reasonably  requested  by any  party  or  necessary  to  consummate  the
transactions contemplated hereby.

    
IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year first written above.

                   PERSONAL CARE PRODUCTS, INC.

                   By:
                                                                         
                   Its:

 
                                                                 
                   Neil Seltzer

CGI HOLDING CORPORATION, for valuable consideration,  agrees to the provision of
the foregoing  Agreement for the  conversion  of such  indebtedness  into common
stock of CGI on the terms and conditions contained therein.

                   CGI HOLDING CORPORATION

                   By:
                                                                         
                   Its:
                                                             

                                   Exhibit 2.4

    Subscription Agreement dated March 8, 1999, by and between Personal Care

                        Products, Inc. and PCP Partners.

 
                             SUBSCRIPTION AGREEMENT

SUBSCRIPTION AGREEMENT made this 8th day of March, 1999, by and between PERSONAL
CARE  PRODUCTS,   INC.,  an  Illinois  corporation  ("PCP"),  and  PCP  PARTNERS
("Partners").
                              W I T N E S S E T H:

PCP as Buyer has purchased  certain assets of Salle'  International,  L.L.C., an
Illinois  limited  liability  company  ("Salle")  pursuant to an Asset  Purchase
Agreement (the "Salle  Agreement").  Partner's  desire to subscribe for stock of
PCP on the terms and conditions herein contained.
        
NOW  THEREFORE,  in  consideration  of these  premises  and for  other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, it is mutually agreed as follows:

1.       Subscriptions

Partners  hereby  subscribe for 35,000 shares of Class B common stock of PCP and
agree to pay  $1.00  per share for such  stock,  payable  concurrently  with the
Closing under the Salle Agreement. Such common stock shall not be registered and
may not be transferred  except as provided in this  Agreement . The  certificate
for such shares  shall bear a legend to such  effect.  Partners  represents  and
warrants that it is an accredited investor,  as defined in applicable securities
laws and regulations.

2.       Conversion and Repurchase Rights

(a)      PCP and CGI Holding  Corporation  ("CGI")  shall from July 1, 2000 
through  June 30, 2002 have the option to purchase  such shares of PCP for Forty
Thousand Seven Hundred  Fifteen  Dollars  ($40,715) for each one percent (1%) of
the issued and outstanding shares of PCP if the earnings of PCP before taxes for
the immediately preceding July 1 to January 30 period were less than Two Million
Five  Hundred  Thousand  Dollars  ($2,500,000)  or for  Fifty-Four  Thousand Two
Hundred  Eighty-Five  Dollars  ($54,285) if PCP's earnings before taxes for such
period were equal to or greater than Two Million Five Hundred  Thousand  Dollars
($2,500,000).  PCP or CGI may  exercise  such  right as to all or,  from time to
time, part of such shares from such  shareholders in equal or unequal amounts or
proportions as PCP or CGI shall determine.

(b)      If  earnings  before  taxes  of PCP were at least  One  Million  Five 
Hundred  Thousand  Dollars  ($1,500,000)  but less than Two Million Five Hundred
Thousand Dollars  ($2,500,000) for the preceding July 1 to June 30 period,  then
the holders of such shares of PCP shall, for a twelve (12) month period from and
after July 1 immediately  following such period,  have the right to convert such
shares  of PCP into  common  stock of CGI on the basis of Forty  Thousand  Seven
Hundred  Fifteen  Dollars  ($40,715) for each one percent (1%) interest of Buyer
and if such  profits  of PCP before  taxes  were  equal to or  greater  than Two
Million  Five Hundred  Thousand  Dollars  ($2,500,000)  for such period then the
holders of such shares shall for such  immediately  following  twelve (12) month
period have the right to convert  such shares of PCP into common stock of CGI on
the basis of Fifty-Four  Thousand Two Hundred  Eighty-Five Dollars ($54,285) for
each one percent  (1%)  interest of PCP,  in either  case,  based on the greater
$1.00 for each share of common stock of CGI or eighty-five  percent (85%) of the
average  closing  price of CGI common stock for the five  immediately  preceding
business days on which such stock actually traded including the day CGI receives
written notice of the exercise of such option. To be effective, a holder of such
stock of PCP most  exercise  its right as to all the stock of PCP then  owned by
such party.
         
(c)      The  shares of stock of PCP or CGI have not and will not be  
registered,  may not be transferred  except to PCP, CGI or other shareholders of
PCP for two years from and after the date  hereof,  are not freely  transferable
except  according to  applicable  law and the  certificates  therefor  will bear
legends  setting forth that such shares have not been  registered and the rights
and restrictions set forth in this Agreement.  As a precondition of the issuance
of any shares of CGI or the  transfer  of such  stock,  the  recipient  shall be
required  to  execute  and  deliver  to PCP or  CGI,  as the  case  may  be,  an
acknowledgment  and  agreement to the  foregoing.  In the event that CGI files a
registration statement after the issuance of such shares of CGI, CGI will permit
such shares to piggy back on such  registration  on the conditions of and to the
extent the underwriter permits the same.

3.       Determination of Earning

As used in this Agreement,  the  determination  of PCP's earning's  before taxes
shall mean PCP's  taxable  earnings  for  federal  income  tax  purposes  before
interest,  taxes,  depreciation and amortization determined by PCP's accountants
according to  generally  accepted  accounting  principles  consistently  applied
("GAAP"),  provided,  however, any amounts recovered by PCP as the result of any
suit or threatened suit to collect receivables assigned to PCP by Salle shall be
deducted from such earnings.

4.       Off-Set Rights

Under an Agreement to be entered into between PCP and Michael Balkin ("Balkin"),
Balkin is agreeing to  indemnify  PCP and CGI for certain  matters  arising from
Salle and is granting certain off-set rights to PCP against  indebtedness of PCP
to Balkin.  In the event there is not sufficient  indebtedness  for such off-set
and Balkin has failed to indemnify PCP and/or CGI on demand, then PCP shall have
the right to  set-off  against  such  stock of PCP and/or the stock of CGI in to
which PCP stock is  converted  the  amount of any and all loss,  damage,  claim,
costs or expenses incurred by PCP or CGI,  including  reasonable  attorney fees,
for which  Balkin has failed to  indemnify  PCP and/or CGI at, for PCP stock the
value determined in paragraphs 2 (a) above  disregarding time limitation and for
CGI  stock,  at the  average  closing  price of CGI  common  stock  for the five
immediately  preceding  business  days  on  which  such  stock  actually  traded
including the day PCP or CGI gives such notice.

5.       MISCELLANEOUS

(a)      Captions.

The  captions,  headings  and  arrangements  used  in  this  Agreement  are  for
convenience  only and do not in any way  affect,  limit,  amplify  or modify the
terms and provisions hereof.

(b)      Number and Gender of Words

Whenever  herein the singular  number is used, the same shall include the plural
where appropriate, and words of any gender shall include each other gender where
appropriate.
         
(c)      Notices.

All notices,  demands,  requests and other communications  required or permitted
hereunder  shall be in writing,  and shall be personally  delivered or mailed by
certified mail,  first class postage  prepaid,  or by prepaid Federal Express or
other  messenger  service,  to the party to which  directed at its address as it
appears  below,  and shall be  deemed  to have  been  give on the date  actually
received  or  refused.  Any party may change its  address  for  purposes of this
paragraph by giving  written  notice of such change to all other  parties in the
manner hereinabove provided:
                                    
If to the PCP or CGI:

John Giura
8400 Brookfield Avenue
Brookfield, Illinois 60513

With copy to:

David J. Jolivette
Jolivette & Templer, P.C.
10 South LaSalle Street
Suite 1017
Chicago, Illinois 60603

If to the Partners:

Michael Balkin
_ William Blair & Company
222 West Adams
Chicago, Illinois 60606

With copy to:

Jeffrey Hechtman
Horwood, Marcus & Berk, Chtd.
333 West Wacker Drive
Suite 2800
Chicago, Illinois 60606

         
(d)      Governing Law.

This Agreement is intended to be performed in the State of Illinois and the laws
of such  State,  excluding  its  choice of laws  provisions,  shall  govern  the
validity,  construction,  enforcement and interpretation of this Agreement,  and
all parties  agree to the venue and  jurisdiction  of any Court in Cook  County,
Illinois.
         
(e)      Entirety and Amendments.

This Agreement  embodies the entire Agreement between the parties and supersedes
all prior  agreements and  understandings,  if any,  relating to the transaction
contemplated herein, and may be amended or supplemented only by an instrument in
writing executed by both parties.
         
(f)      Invalid Provisions.

If  any  provision  of  this  Agreement  is  held  to  be  illegal,  invalid  or
unenforceable  under  present  or future  laws,  such  provision  shall be fully
severable;  the  Agreement  shall be construed  and enforced as if such illegal,
invalid or  unenforceable  provision had never comprised a part of the Agreement
and the remaining  provisions  of the  Agreement  shall remain in full force and
effect and shall not be  affected  by the  illegal,  invalid,  or  unenforceable
provision or by its severance from this Agreement.  Furthermore, in lieu of such
illegal, invalid, or unenforceable provision, there shall be added automatically
as a part of this  Agreement  a provision  as similar in terms to such  illegal,
invalid or unenforceable provision as may be legal, valid or enforceable.
         
(g)      Multiple Counterparts.

This  Agreement  may be executed in a number of  identical  counterparts.  If so
executed,  each  of  such  counterparts  is to be  deemed  an  original  for all
purposes,  and  all  such  counterparts  shall,  collectively,   constitute  one
Agreement,  but, in making proof of this Agreement, it shall not be necessary to
produce or account for more than one such counterpart.
         
(h)      Parties Bound.

This  Agreement  shall be binding  upon and inure to the benefit of PCP, CGI and
Partners and their respective heirs, legatees, successors and assigns.
         
(i)      Further Acts.

In  addition  to the  acts and  deeds  recited  herein  and  contemplated  to be
performed,  executed  and/or  delivered,  PCP and Partners  agree to cause to be
performed,  executed and/or delivered such further acts, deeds and assurances as
may be  reasonably  requested  by any  party  or  necessary  to  consummate  the
transactions contemplated hereby.

IN WITNESS  WHEREOF,  the parties have executed this Agreement as of the day and
year first written above.

                   PERSONAL CARE PRODUCTS, INC.

                   By:
                                                                         
                   Its: 

                   PCP PARTNERS

                   By:
                                                                         
                   Michael Balkin, General Partner

CGI HOLDING CORPORATION, for valuable consideration,  agrees to the provision of
the foregoing Agreement for the conversion of such indebtedness and stock of PCP
into common stock of CGI on the terms and conditions contained therein.

                   CGI HOLDING CORPORATION

                   By:
                                                                         
                   Its: