===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             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 : APRIL 7, 2003


                              --------------------
                       Commission File Number 33-19980-D

                            ----------------------
                            CGI Holding Corporation
                      -----------------------------------
               (Exact name of registrant as specified in charter)

        Nevada                                     87-0450450
------------------------------             -------------------------
State or other jurisdiction of             (I.R.S. Employer I.D. No.)
incorporation or organization

300 N MANNHEIM ROAD, HILLSIDE, ILLINOIS                     60162
---------------------------------------------             ----------
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number, including area code (708)  547-0401
                                               ---------------

Item 5. OTHER EVENTS

On  April  1,  2003  CGI  Holding  Corporation(the  "Company")  entered  into an
Agreement (the "Agreement") with GMP,  L.L.C.("GMP"),  Safe Environment Corp. of
Indiana("SECO") and John Giura("Giura").  Pursuant to the Agreement, among other
things:(1)  GMP and SECO have agreed to use their best efforts to cause  certain
parties to sign an agreement  pursuant to which an aggregate of $300,000 will be
paid to the Company out of a certain escrow  account  established in regard to a
SECO construction  project located in St. Ann,  Missouri;  (2) GMP and SECO have
agreed to use their best efforts to cause  certain  parties to sign an agreement
pursuant to which an aggregate of up to $200,000  will be paid to the Company in
regard  to a certain  housing  development  in St.  Charles,  Missouri;  (3) the
remaining  $58,599.36  due from GMP to the Company in regard to the  purchase of
the stock of SECO shall be paid by GMP to the Company as soon as practicable but
in any event no later than July 31,  2003;  and (4) if GMP and SECO  deliver the
fully  signed  agreements  referred to in clauses (1) and (2) above,  and if GMP
timely makes the payment  referred to in clause (3) above,  and if GMP and Giura
are not in default of any of certain other obligations to the Company,  then the
principal  amount of GMP's  Promissory  Note  payable  to the  Company  shall be
reduced from $470,000 down to $337,495.09,  of which $37,495.09 shall be paid by
GMP to the  Company as soon as  practicable  but in any event no later than July
31, 2003. A copy of the Agreement is attached.


AGREEMENT


This Agreement dated as of March 31, 2003, is by and among GMP, L.L.C.  ("GMP"),
Safe  Environment  Corp.  of Indiana  ("SECO"),  John Giura  ("Giura"),  and CGI
Holding Corporation ("CGI").

In consideration of the mutual covenants and agreements hereafter set forth, and
for One  Dollar  ($1.00)  and  other  valuable  consideration  the  receipt  and
sufficiency of which is hereby  acknowledged by the parties,  the parties hereby
agree as follows, intending to be legally bound hereby:

1.  Reference  is hereby made to that  certain  letter  agreement  (the "St. Ann
Escrow  Distribution  Agreement")  dated August 6, 2002,  by and among  Contract
Operations  Planning,  Inc.  ("COPI"),  SECO  and  CGI,  in  regard  to  a  SECO
construction  project located in St. Ann,  Missouri.  As an inducement to CGI to
enter into this Agreement, GMP and SECO hereby agree and covenant as follows:

(a) SECO  hereby  irrevocably  assigns to CGI the first Three  Hundred  Thousand
Dollars  ($300,000)  of monies in the Escrow  Account (as defined in the St. Ann
Escrow Distribution Agreement);

(b) SECO hereby  irrevocably  instructs  and directs  COPI to disburse the first
$300,000 of monies in the Escrow Account to CGI in accordance with the following
wire transfer instructions (CIB Bank - Chicago Routing #071801112,  Account Name
CGI Holding Corporation,  Account #611379),  the same wire transfer instructions
currently contained in Paragraph 1 of the St. Ann Escrow Distribution Agreement;

(c) SECO hereby  irrevocably  instructs  and directs COPI that no portion of the
monies in said Escrow  Account shall be distributed to SECO until such time that
CGI has received  Three  Hundred  Thousand  Dollars  ($300,000)  from the Escrow
Account; and

(d) GMP and SECO hereby agree to use their best efforts to cause COPI,  SECO and
CGI to  sign a new  letter  agreement  or an  amendment  to the St.  Ann  Escrow
Distribution Agreement in form and substance acceptable to CGI (the "Amended St.
Ann Escrow Distribution  Agreement"),  pursuant to which the amount of monies to
be  paid  by the  Escrowee  (as  defined  in the  St.  Ann  Escrow  Distribution
Agreement)  to CGI in accordance  with  Paragraphs 1 and 2 of the St. Ann Escrow
Distribution  Agreement  (currently $200,000) shall be replaced by a new, higher
amount of monies ($300,000) to be paid by the Escrowee to CGI in accordance with
clauses 1(a), 1(b) and 1(c) above.

2. Acadian Builders L.L.C. ("Acadian") will sell certain of its interests in its
housing  development  located in St. Charles,  Missouri,  to Horizon Homes, Inc.
("Horizon");  certain monies will be paid by Horizon into an escrow account (the
"Horizon  Escrow Fund") to be held by U.S.  Title or another escrow agent ("U.S.
Title"); and distributions of certain monies from the Horizon Escrow Fund are to
be made by U.S.  Title  ("Horizon  Distributions").  In  addition,  Acadian will
borrow monies to complete the  construction of the partially  completed house on
Lot 1 of its housing development located in St. Charles,  Missouri;  such monies
will be placed by Acadian into an escrow account (the "Lot 1 Escrow Fund") to be
held by U.S. Title or another escrow agent ("U.S.  Title"); and distributions of
certain  monies from the Lot 1 Escrow Fund are to be made by U.S.  Title ("Lot 1
Distributions").  As an inducement to CGI to enter into this Agreement,  GMP and
SECO hereby agree and covenant to use their best efforts to cause Horizon,  U.S.
Title,  GMP,  SECO  and CGI to  sign  an  agreement(s)  in  form  and  substance
acceptable to CGI (the "St. Charles Agreement"), pursuant to which:

(a) Horizon and Acadian shall irrevocably  instruct and direct U.S. Title to use
the Horizon  Distributions  first to make specified  payments to specified third
parties  approved  in advance in writing by Horizon,  Acadian and CGI  ("Horizon
Approved Payments"),  and to use the Lot 1 Distributions first to make specified
payments to specified  third parties  approved in advance in writing by Horizon,
Acadian and CGI ("Lot 1 Approved Payments");

(b) Acadian,  GMP and SECO shall irrevocably assign to CGI the first Two Hundred
Thousand  Dollars  ($200,000)  of (i) the  Horizon  Distributions  in  excess of
Horizon Approved Payments, and (ii) the Lot 1 Distributions in excess of the Lot
1 Approved Payments;

(c) Acadian,  GMP and SECO shall  irrevocably  instruct and direct U.S. Title to
disburse  all  (100%) of the  Horizon  Distributions  in  excess of the  Horizon
Approved  Payments,  and all (100%) of the Lot 1 Distributions  in excess of the
Lot 1 Approved  Payments,  up to the  maximum  aggregate  amount of Two  Hundred
Thousand  Dollars  ($200,000),  to CGI in  accordance  with the  following  wire
transfer  instructions (CIB Bank - Chicago Routing #071801112,  Account Name CGI
Holding Corporation, Account #611379); and

(d) Acadian,  GMP and SECO shall irrevocably instruct and direct U.S. Title that
no portion of any of the Horizon  Distributions  other than the Horizon Approved
Payments,  and no portion of any of the Lot 1 Distributions other than the Lot 1
Payments,  shall be distributed to any of Acadian,  GMP or SECO unless and until
such time that CGI has  received an aggregate  of Two Hundred  Thousand  Dollars
($200,000) of Horizon Distributions and Lot 1 Distributions.

3.  Reference is hereby made to the $470,000 Note (the "Note")  delivered by GMP
to CGI  pursuant to Section 1.2 of the certain  Purchase  Agreement  dated as of
September  4, 2002,  by and  between  GMP,  CGI,  SECO and Giura (the  "Purchase
Agreement"). All payments received by CGI pursuant to the Amended St. Ann Escrow
Distribution  Agreement  or  pursuant  to the St.  Charles  Agreement  shall  be
credited, dollar-for-dollar, against the Note.

4. Nothing in this Agreement  shall be deemed to amend,  modify or reduce any of
GMP's payment  obligations or other  obligations  under the Purchase  Agreement,
except as expressly set forth in Paragraphs 4(a) and 4(b) below:

(a) The parties to the Purchase Agreement hereby acknowledge that as of the date
hereof,  GMP's  payment  obligation  pursuant to Section  1.1(d) of the Purchase
Agreement  has been  reduced,  by  partial  payments  from  GMP to CGI,  down to
$58,599.36  (attached).  The parties to the Purchase Agreement hereby agree that
the Purchase  Agreement is hereby amended as follows:  The remaining  $58,599.36
due from GMP to CGI pursuant to Section 1.1(d) of the Purchase  Agreement  shall
be paid by GMP to CGI as soon as practicable but in any event no later than July
31, 2003 (collectively, the "Remaining Section 1.1(d) Payments"); and

(b) The parties to the Purchase Agreement hereby acknowledge that as of the date
hereof,  GMP has not made any payments on the $470,000  Note. If but only if all
of the following events occur:

(i) CGI receives the fully signed Amended St. Ann Escrow Distribution  Agreement
(in form and substance acceptable to CGI), per Paragraph 1(d) above;

(ii) CGI receives the fully signed St. Charles  Agreement (in form and substance
acceptable to CGI);

(iii) GMP  timely  makes the  Remaining  Section  1.1(d)  Payments  pursuant  to
Paragraph 3(a) above; and

(iv) GMP and Giura are not in default of any of its and their other  obligations
under  the  Purchase  Agreement,  including  but not  limited  to its and  their
obligations under Article 2 of the Purchase Agreement;

then and in such event the parties to the Purchase  Agreement  hereby agree that
the  principal  amount  of the  Note  shall be  reduced  from  $470,000  down to
$337,495.09,  and  that  said  $337,495.09  shall be due and  payable  by GMP as
follows:

(x)  $100,000  in the form of the  additional  $100,000  to be  received  by CGI
pursuant to the Amended St. Ann Escrow  Distribution  Agreement,  in  accordance
with Paragraph 1 above;

(y)  $200,000 in the form of the  payments to be received by CGI pursuant to the
St. Charles Agreement, in accordance with Paragraph 2 above;

(z)  $37,495.09 as soon as  practicable  but in any event no later than July 31,
2003.

5. This  Agreement  contains  the entire  understanding  among the parties  with
respect to the subject matter of this Agreement.  Any  modification,  amendment,
change or waiver hereof may be made only by an  instrument in writing  signed by
all of the parties  hereto.  This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,  personal
representatives,  successors and assigns.  This  Agreement  shall be controlled,
construed and enforced in  accordance  with the  substantive  laws of the United
States  and  the  State  of  Illinois,   notwithstanding  any  conflict  of  law
principles.  Each party agrees to cooperate with the others,  and to execute and
deliver, or cause to be executed and delivered, all such other instruments,  and
to take all such other  actions as he may be reasonably  required to take,  from
time to time,  in order to effect  the  provisions  and  purposes  hereof.  This
Agreement may be executed in any one or more  counterparts,  each of which shall
constitute an original,  no other counterpart  needing to be produced and all of
which, when taken together, shall constitute but one and the same instrument. No
delay on the part of any party in the  exercise  of any  right or  remedy  shall
operate as a waiver thereof,  and no single or partial  exercise by any party or
any remedy shall preclude other or further  exercise  thereof or the exercise of
any other right or remedy.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed on the day and year first above written.

GMP, L.L.C.


By__________________________
       John Giura
Title:________________________


Safe Environment Corp. of Indiana


By__________________________
       John Giura
Title:________________________



____________________________
John Giura, as an individual


CGI Holding Corporation


By__________________________
       Gerard M. Jacobs
Title: President and CEO
[{"type": "8-K", "sequence": "1", "filename": "gmp8k.txt", "description": "NOTES RECEIVABLE", "secsgml_size_bytes": 13140}]
{"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": "03640948"}, "business-address": {"street1": "300 N MANNHEIM", "city": "HILLSIDE", "state": "IL", "zip": "60162", "phone": "7083570900"}, "mail-address": {"street1": "300 N MANNHEIM", "city": "HILLSIDE", "state": "IL", "zip": "60162"}, "former-company": [{"former-conformed-name": "NORTH STAR PETROLEUM INC", "date-changed": "19900530"}, {"former-conformed-name": "GEMSTAR ENTERPRISES INC", "date-changed": "19920703"}]}
===============================================================================

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             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 : APRIL 7, 2003

                              --------------------
                       Commission File Number 33-19980-D

                            ----------------------
                            CGI Holding Corporation
                      -----------------------------------
               (Exact name of registrant as specified in charter)

        Nevada                                     87-0450450
------------------------------             -------------------------
State or other jurisdiction of             (I.R.S. Employer I.D. No.)
incorporation or organization

300 N MANNHEIM ROAD, HILLSIDE, ILLINOIS                     60162
---------------------------------------------             ----------
(Address of principal executive offices)                  (Zip Code)

Issuer's telephone number, including area code (708)  547-0401
                                               ---------------

Item 5. OTHER EVENTS

On  April  1,  2003  CGI  Holding  Corporation(the  "Company")  entered  into an
Agreement (the "Agreement") with GMP,  L.L.C.("GMP"),  Safe Environment Corp. of
Indiana("SECO") and John Giura("Giura").  Pursuant to the Agreement, among other
things:(1)  GMP and SECO have agreed to use their best efforts to cause  certain
parties to sign an agreement  pursuant to which an aggregate of $300,000 will be
paid to the Company out of a certain escrow  account  established in regard to a
SECO construction  project located in St. Ann,  Missouri;  (2) GMP and SECO have
agreed to use their best efforts to cause  certain  parties to sign an agreement
pursuant to which an aggregate of up to $200,000  will be paid to the Company in
regard  to a certain  housing  development  in St.  Charles,  Missouri;  (3) the
remaining  $58,599.36  due from GMP to the Company in regard to the  purchase of
the stock of SECO shall be paid by GMP to the Company as soon as practicable but
in any event no later than July 31,  2003;  and (4) if GMP and SECO  deliver the
fully  signed  agreements  referred to in clauses (1) and (2) above,  and if GMP
timely makes the payment  referred to in clause (3) above,  and if GMP and Giura
are not in default of any of certain other obligations to the Company,  then the
principal  amount of GMP's  Promissory  Note  payable  to the  Company  shall be
reduced from $470,000 down to $337,495.09,  of which $37,495.09 shall be paid by
GMP to the  Company as soon as  practicable  but in any event no later than July
31, 2003. A copy of the Agreement is attached.

AGREEMENT

This Agreement dated as of March 31, 2003, is by and among GMP, L.L.C.  ("GMP"),
Safe  Environment  Corp.  of Indiana  ("SECO"),  John Giura  ("Giura"),  and CGI
Holding Corporation ("CGI").

In consideration of the mutual covenants and agreements hereafter set forth, and
for One  Dollar  ($1.00)  and  other  valuable  consideration  the  receipt  and
sufficiency of which is hereby  acknowledged by the parties,  the parties hereby
agree as follows, intending to be legally bound hereby:

1.  Reference  is hereby made to that  certain  letter  agreement  (the "St. Ann
Escrow  Distribution  Agreement")  dated August 6, 2002,  by and among  Contract
Operations  Planning,  Inc.  ("COPI"),  SECO  and  CGI,  in  regard  to  a  SECO
construction  project located in St. Ann,  Missouri.  As an inducement to CGI to
enter into this Agreement, GMP and SECO hereby agree and covenant as follows:

(a) SECO  hereby  irrevocably  assigns to CGI the first Three  Hundred  Thousand
Dollars  ($300,000)  of monies in the Escrow  Account (as defined in the St. Ann
Escrow Distribution Agreement);

(b) SECO hereby  irrevocably  instructs  and directs  COPI to disburse the first
$300,000 of monies in the Escrow Account to CGI in accordance with the following
wire transfer instructions (CIB Bank - Chicago Routing #071801112,  Account Name
CGI Holding Corporation,  Account #611379),  the same wire transfer instructions
currently contained in Paragraph 1 of the St. Ann Escrow Distribution Agreement;

(c) SECO hereby  irrevocably  instructs  and directs COPI that no portion of the
monies in said Escrow  Account shall be distributed to SECO until such time that
CGI has received  Three  Hundred  Thousand  Dollars  ($300,000)  from the Escrow
Account; and

(d) GMP and SECO hereby agree to use their best efforts to cause COPI,  SECO and
CGI to  sign a new  letter  agreement  or an  amendment  to the St.  Ann  Escrow
Distribution Agreement in form and substance acceptable to CGI (the "Amended St.
Ann Escrow Distribution  Agreement"),  pursuant to which the amount of monies to
be  paid  by the  Escrowee  (as  defined  in the  St.  Ann  Escrow  Distribution
Agreement)  to CGI in accordance  with  Paragraphs 1 and 2 of the St. Ann Escrow
Distribution  Agreement  (currently $200,000) shall be replaced by a new, higher
amount of monies ($300,000) to be paid by the Escrowee to CGI in accordance with
clauses 1(a), 1(b) and 1(c) above.

2. Acadian Builders L.L.C. ("Acadian") will sell certain of its interests in its
housing  development  located in St. Charles,  Missouri,  to Horizon Homes, Inc.
("Horizon");  certain monies will be paid by Horizon into an escrow account (the
"Horizon  Escrow Fund") to be held by U.S.  Title or another escrow agent ("U.S.
Title"); and distributions of certain monies from the Horizon Escrow Fund are to
be made by U.S.  Title  ("Horizon  Distributions").  In  addition,  Acadian will
borrow monies to complete the  construction of the partially  completed house on
Lot 1 of its housing development located in St. Charles,  Missouri;  such monies
will be placed by Acadian into an escrow account (the "Lot 1 Escrow Fund") to be
held by U.S. Title or another escrow agent ("U.S.  Title"); and distributions of
certain  monies from the Lot 1 Escrow Fund are to be made by U.S.  Title ("Lot 1
Distributions").  As an inducement to CGI to enter into this Agreement,  GMP and
SECO hereby agree and covenant to use their best efforts to cause Horizon,  U.S.
Title,  GMP,  SECO  and CGI to  sign  an  agreement(s)  in  form  and  substance
acceptable to CGI (the "St. Charles Agreement"), pursuant to which:

(a) Horizon and Acadian shall irrevocably  instruct and direct U.S. Title to use
the Horizon  Distributions  first to make specified  payments to specified third
parties  approved  in advance in writing by Horizon,  Acadian and CGI  ("Horizon
Approved Payments"),  and to use the Lot 1 Distributions first to make specified
payments to specified  third parties  approved in advance in writing by Horizon,
Acadian and CGI ("Lot 1 Approved Payments");

(b) Acadian,  GMP and SECO shall irrevocably assign to CGI the first Two Hundred
Thousand  Dollars  ($200,000)  of (i) the  Horizon  Distributions  in  excess of
Horizon Approved Payments, and (ii) the Lot 1 Distributions in excess of the Lot
1 Approved Payments;

(c) Acadian,  GMP and SECO shall  irrevocably  instruct and direct U.S. Title to
disburse  all  (100%) of the  Horizon  Distributions  in  excess of the  Horizon
Approved  Payments,  and all (100%) of the Lot 1 Distributions  in excess of the
Lot 1 Approved  Payments,  up to the  maximum  aggregate  amount of Two  Hundred
Thousand  Dollars  ($200,000),  to CGI in  accordance  with the  following  wire
transfer  instructions (CIB Bank - Chicago Routing #071801112,  Account Name CGI
Holding Corporation, Account #611379); and

(d) Acadian,  GMP and SECO shall irrevocably instruct and direct U.S. Title that
no portion of any of the Horizon  Distributions  other than the Horizon Approved
Payments,  and no portion of any of the Lot 1 Distributions other than the Lot 1
Payments,  shall be distributed to any of Acadian,  GMP or SECO unless and until
such time that CGI has  received an aggregate  of Two Hundred  Thousand  Dollars
($200,000) of Horizon Distributions and Lot 1 Distributions.

3.  Reference is hereby made to the $470,000 Note (the "Note")  delivered by GMP
to CGI  pursuant to Section 1.2 of the certain  Purchase  Agreement  dated as of
September  4, 2002,  by and  between  GMP,  CGI,  SECO and Giura (the  "Purchase
Agreement"). All payments received by CGI pursuant to the Amended St. Ann Escrow
Distribution  Agreement  or  pursuant  to the St.  Charles  Agreement  shall  be
credited, dollar-for-dollar, against the Note.

4. Nothing in this Agreement  shall be deemed to amend,  modify or reduce any of
GMP's payment  obligations or other  obligations  under the Purchase  Agreement,
except as expressly set forth in Paragraphs 4(a) and 4(b) below:

(a) The parties to the Purchase Agreement hereby acknowledge that as of the date
hereof,  GMP's  payment  obligation  pursuant to Section  1.1(d) of the Purchase
Agreement  has been  reduced,  by  partial  payments  from  GMP to CGI,  down to
$58,599.36  (attached).  The parties to the Purchase Agreement hereby agree that
the Purchase  Agreement is hereby amended as follows:  The remaining  $58,599.36
due from GMP to CGI pursuant to Section 1.1(d) of the Purchase  Agreement  shall
be paid by GMP to CGI as soon as practicable but in any event no later than July
31, 2003 (collectively, the "Remaining Section 1.1(d) Payments"); and

(b) The parties to the Purchase Agreement hereby acknowledge that as of the date
hereof,  GMP has not made any payments on the $470,000  Note. If but only if all
of the following events occur:

(i) CGI receives the fully signed Amended St. Ann Escrow Distribution  Agreement
(in form and substance acceptable to CGI), per Paragraph 1(d) above;

(ii) CGI receives the fully signed St. Charles  Agreement (in form and substance
acceptable to CGI);

(iii) GMP  timely  makes the  Remaining  Section  1.1(d)  Payments  pursuant  to
Paragraph 3(a) above; and

(iv) GMP and Giura are not in default of any of its and their other  obligations
under  the  Purchase  Agreement,  including  but not  limited  to its and  their
obligations under Article 2 of the Purchase Agreement;

then and in such event the parties to the Purchase  Agreement  hereby agree that
the  principal  amount  of the  Note  shall be  reduced  from  $470,000  down to
$337,495.09,  and  that  said  $337,495.09  shall be due and  payable  by GMP as
follows:

(x)  $100,000  in the form of the  additional  $100,000  to be  received  by CGI
pursuant to the Amended St. Ann Escrow  Distribution  Agreement,  in  accordance
with Paragraph 1 above;

(y)  $200,000 in the form of the  payments to be received by CGI pursuant to the
St. Charles Agreement, in accordance with Paragraph 2 above;

(z)  $37,495.09 as soon as  practicable  but in any event no later than July 31,
2003.

5. This  Agreement  contains  the entire  understanding  among the parties  with
respect to the subject matter of this Agreement.  Any  modification,  amendment,
change or waiver hereof may be made only by an  instrument in writing  signed by
all of the parties  hereto.  This Agreement shall inure to the benefit of and be
binding upon the parties hereto and their respective heirs, executors,  personal
representatives,  successors and assigns.  This  Agreement  shall be controlled,
construed and enforced in  accordance  with the  substantive  laws of the United
States  and  the  State  of  Illinois,   notwithstanding  any  conflict  of  law
principles.  Each party agrees to cooperate with the others,  and to execute and
deliver, or cause to be executed and delivered, all such other instruments,  and
to take all such other  actions as he may be reasonably  required to take,  from
time to time,  in order to effect  the  provisions  and  purposes  hereof.  This
Agreement may be executed in any one or more  counterparts,  each of which shall
constitute an original,  no other counterpart  needing to be produced and all of
which, when taken together, shall constitute but one and the same instrument. No
delay on the part of any party in the  exercise  of any  right or  remedy  shall
operate as a waiver thereof,  and no single or partial  exercise by any party or
any remedy shall preclude other or further  exercise  thereof or the exercise of
any other right or remedy.

IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be duly
executed on the day and year first above written.

GMP, L.L.C.

By__________________________
       John Giura
Title:________________________

Safe Environment Corp. of Indiana

By__________________________
       John Giura
Title:________________________

____________________________
John Giura, as an individual

CGI Holding Corporation

By__________________________
       Gerard M. Jacobs
Title: President and CEO