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: SEPTEMBER 10, 2002

                             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)

                 300 N. MANNHEIM ROAD, HILLSIDE, ILLINOIS 60162
   -------------------------------------------------------------------------

               (Address of principal executive offices) (zip code)

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

Item 2.  Acquisition or Disposition of Assets.

CGI Holding  Corporation (the "Company") sold 100% of the issued and outstanding
common  stock  of  Safe  Environment  Corp.  of  Indiana  ("SECO"),  an  Indiana
corporation,  to GMP, L.L.C. (the "Purchaser"),  effective September 1, 2002. In
the transaction: (a) all inter-company loans and receivables between the Company
and SECO were cancelled;  (b) the ownership of two installment notes totaling an
aggregate of $235,000 payable by two officers of SECO were assigned to SECO; (c)
in accordance  with certain  purchase  price  adjustments,  the Company owed the
Purchaser  $11,188.89 at the closing;  and (d) the Purchaser is obligated to pay
the Company $175,000 in cash on November 30, 2002.

CGI also sold its contractual interest in Acadian Builders,  LLC ("Acadian"),  a
Missouri limited liability  company,  to the Purchaser,  effective  September 1,
2002. In the transaction,  the Purchaser issued to the Company a Promissory Note
in the amount of $470,000,  payable in quarterly  installments during the period
from December 31, 2002 through December 31, 2005.

Also in the  transaction:  (i) the  Purchaser  acknowledged  and agreed that the
Company  owns  $200,000  currently  held in an Escrow  pursuant to that  certain
Escrow  Agreement dated April 30, 2002,  between SECO, as named  Principal,  and
Contract  Operations  Planning,  Inc., as Escrowee;  (ii) the Purchaser and SECO
agreed that until said  $200,000 is paid by said  Escrowee to the  Company,  the
Purchaser  and SECO shall pay the Company all of the interest due and payable by
the Company on $200,000 of the  principal of the  Company's  loan from CIB Bank;
and (iii) the  Purchaser and SECO shall pay 50% of all loan fees due and payable
by the Company on said loan from CIB Bank.

The payment obligations of the Purchaser and SECO are secured by a pledge by the
Purchaser of 100% of the issued and outstanding  common stock of SECO, and by an
assignment  by the  Purchaser of all of the payments to which the  Purchaser may
become entitled in regard to its contractual interest in Acadian.

The terms and conditions of the foregoing  agreements are more  particularly set
forth in the  Purchase  Agreement  dated as of  September  4, 2002,  between the
Purchaser, the Company, SECO and John Giura, attached hereto.



                               PURCHASE AGREEMENT


     THIS PURCHASE  AGREEMENT is dated as of September 4, 2002 (this  Agreement)
by  and  between  GMP,  L.L.C.,   an  Indiana  limited   liability   corporation
(Purchaser),  CGI Holding  Corporation,  a Nevada corporation  ("Seller"),  Safe
Environment Corp. of Indiana (the "Company"), and John Giura.


                              W I T N E S S E T H :

     WHEREAS, Seller is the record and beneficial owner of all of the issued and
outstanding shares of Common Stock (the "Stock) of the Company, and Seller has a
contractual  interest  (the  "Interest")  in Acadian  Builders,  LLC, a Missouri
limited liability company ("Acadian");

     WHEREAS,  Seller  desires to sell the Stock and the  Interest to  Purchaser
upon the terms and conditions set forth below, and Purchaser desires to purchase
the Stock and the Interest from Seller upon the terms and  conditions  set forth
below.

     NOW,  THEREFORE,  in consideration of the mutual benefits to be derived and
the  representations  and warranties,  conditions and promises herein contained,
and  intending to be legally bound  hereby,  the parties  hereto hereby agree as
follows:


                                    ARTICLE 1
                  SALES AND PURCHASES; SECURITY; EFFECTIVE DATE

     1.1 Sale and  Purchase of the Stock.  At the  Closing,  Seller  shall sell,
transfer,  assign and deliver  unto  Purchaser  and its  successors  and assigns
forever,  and  Purchaser  shall  purchase,  all of  Seller's  rights,  title and
interest in the Stock, for the following purchase price paid as follows:

(a) At the Closing,  all inter-company  loans and receivables between Seller and
the Company shall be cancelled;

(b) At the Closing, the ownership of those certain Installment Notes totaling an
aggregate of $235,000  payable by two officers of the Company  shall be assigned
and transferred by Seller to the Company;

(c) At the  Closing,  Purchaser  shall pay Seller an amount (the  "Closing  Date
Payment") by cash,  certified  check or wire  transferred  funds,  calculated as
follows: (i) Seventy-Five  Thousand Dollars ($75,000),  minus (ii) the aggregate
amount of all funds  transferred  from the  Company to Seller  during the period
between June 10, 2002 and the Closing  ("Paydowns by the  Company"),  plus (iii)
one-half  (50%) of the aggregate  interest  ("Interest on the CIB Note") paid by
Seller to CIB Marine Capital LLC during the period between June 10, 2002 and the
Closing,  pursuant to that certain  Promissory Note dated April 29, 2002, in the
original principal amount of $400,000 (the "CIB Note"); and

(d) On or before  November  30,  2002,  Purchaser  shall pay Seller One  Hundred
Seventy-Five  Thousand Dollars ($175,000),  payable by cash,  certified check or
wire transferred funds (the "Post-Closing Payment").

1.2 Sale and  Purchase  of the  Interest.  At the  Closing,  Seller  shall sell,
transfer,  assign and deliver  unto  Purchaser  and its  successors  and assigns
forever,  and  Purchaser  shall  purchase,  all of  Seller's  rights,  title and
interest in the Interest,  for a purchase price of Four Hundred Seventy Thousand
Dollars ($470,000), payable by Promissory Note in the form of Exhibit A attached
hereto and hereby made a part hereof (the 'Note").

1.3 Security.  At the Closing,  Purchaser  shall pledge and assign the Stock and
the  Interest  to Seller,  as  security  for the full and timely  payment of the
Post-Closing Payment, the CIB Interest  Reimbursements  (defined below), the CIB
Loan Fees  Reimbursement  (defined  below),  and the Note,  pursuant to a Pledge
Agreement in the form of Exhibit B attached hereto and hereby made a part hereof
(the "Pledge Agreement")

1.4  Effective  Date.  Seller  and  Purchaser  hereby  agree  that the sales and
purchases  of the  Stock  and of the  Interest  hereunder  shall be deemed to be
effective as of 12:01 AM on September 1, 2002.


                                    ARTICLE 2
                          ASSIGNMENT OF ESCROW PROCEEDS

2.1 The Escrow.  Reference is hereby made to that certain Escrow  Agreement (the
"Escrow  Agreement")  dated  April  30,  2002  between  the  Company,  as  named
Principal, and Contract Operations Planning, Inc., as Escrowee (the "Escrowee"),
and to that certain Escrow (the "Escrow") established thereunder.

2.2  Acknowledgement of $200,000 Owed to Seller.  Purchaser hereby  acknowledges
and agrees that Two Hundred Thousand Dollars ($200,000) of the funds held by the
Escrowee in the Escrow is owned by and owed to Seller.

2.3 Payment of $200,000 to Seller Out of the Escrow. Reference is hereby made to
that certain letter agreement dated August 6, 2002 between the Company, as named
Principal,  the Escrowee  and Seller,  pursuant to which  letter  agreement  the
Escrowee  will  disburse  $200,000  from  the  Escrow  to  Seller,  prior to any
distribution  by the  Escrowee  from the Escrow to the  Company  (the  "$200,000
Payment Out of the Escrow").  The Company  hereby  acknowledges  and agrees that
said letter agreement shall remain in full force and effect  notwithstanding the
execution of this Agreement.

2.4 Payment of Interest on the CIB Note. The Company and Purchaser  hereby agree
that during the period from the Closing  until the date that Seller has received
the full $200,000  Payment Out of the Escrow (the "Date of Full $200,000 Payment
Out of the Escrow"):

     (a) the Company and Purchaser  shall pay Seller,  in immediately  available
funds  delivered by the Company and  Purchaser to Seller on the due date of each
payment of Interest on the CIB Note,  an amount  sufficient  to pay all interest
due and  payable on  $200,000 of the  principal  of the CIB Note ("CIB  Interest
Reimbursements");

     (b) the Company and Purchaser  shall pay Seller,  in immediately  available
funds  delivered by the Company and  Purchaser to Seller on the date of maturity
of the CIB  Note,  or on such  earlier  date  as the CIB  Note is paid in  full,
one-half  (50%) of all loan fees then due and  payable on the CIB Note (the "CIB
Loan Fees Reimbursement"); and

     (c) if the Date of Full $200,000 Payment Out of the Escrow has not occurred
by April 29, 2003, then Seller, the Company, Purchaser and John Giura each shall
take all such actions as shall be needed to ensure that the maturity date of the
CIB Note is extended at least until the Date of Full $200,000 Payment Out of the
Escrow.


                                    ARTICLE 3
                    REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser as follows:

3.1 Organization.  Seller is a duly organized corporation,  validly existing and
in good  standing  under the laws of the State of Nevada and has full  corporate
power and authority to perform this Agreement.

3.2  Authorization.  The execution and delivery of this  Agreement by Seller and
the  performance of its  obligations  hereunder have been duly authorized by the
directors  of Seller  and no other  corporate  action or  approval  by Seller is
necessary  for the  execution,  delivery or  performance  of this  Agreement  by
Seller.

3.3  No  Finders  or  Brokers.  Seller  has  not  entered  into  any  agreement,
arrangement  or  understanding  with  any  person  which  could  result  in  the
obligation  to pay any  finder's  fee,  brokerage  commission,  advisory  fee or
similar  payment  in  connection   with  this  Agreement  or  the   transactions
contemplated hereby.

3.4 No Registration.  Neither the sale of the Stock nor the sale of the Interest
has been registered under any federal or state securities or blue sky laws.

EXCEPT FOR THE  REPRESENTATIONS  AND WARRANTIES  EXPRESSLY SET FORTH IN SECTIONS
3.1, 3.2, 3.3 AND 3.4 ABOVE, SELLER MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS,
WARRANTIES OR COVENANTS OF ANY KIND OR NATURE WHATSOEVER REGARDING: THE COMPANY;
THE STOCK;  THE  COMPANY'S  MANAGEMENT,  ASSETS,  LIABILITIES  OR BUSINESS;  THE
COMPANY'S  FINANCIAL  RESULTS OR PROSPECTS;  ACADIAN;  THE  INTEREST;  ACADIAN'S
MANAGEMENT,  ASSETS,  LIABILITIES OR BUSINESS;  ACADIAN'S  FINANCIAL  RESULTS OR
PROSPECTS; OR ANY OTHER MATTER CONCERNING THE COMPANY OR ACADIAN.

THE STOCK AND THE INTEREST ARE BEING SOLD ON AN "AS IS, WHERE IS, BUYER  BEWARE"
BASIS.   THE   RESPONSIBILITY   FOR  ANY  AND  ALL  SO-CALLED  "DUE   DILIGENCE"
INVESTIGATION  OF THE COMPANY,  THE STOCK,  ACADIAN AND THE INTEREST IS ENTIRELY
UPON PURCHASER .


                                    ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows:

4.1  Organization.  Purchaser is a duly  organized  limited  liability  company,
validly existing and in good standing under the laws of the State of Indiana and
has full corporate power and authority to perform this  Agreement,  the Note and
the Pledge Agreement.

4.2  Authorization.  The execution and delivery of this Agreement,  the Note and
the  Pledge  Agreement  by  Purchaser  and the  performance  of its  obligations
hereunder and thereunder  have been duly  authorized by the members of Purchaser
and no other action or approval by Purchaser  is  necessary  for the  execution,
delivery or performance of this Agreement,  the Note and the Pledge Agreement by
Purchaser.

4.3 No  Finders  or  Brokers.  Purchaser  has not  entered  into any  agreement,
arrangement  or  understanding  with  any  person  which  could  result  in  the
obligation  to pay any  finder's  fee,  brokerage  commission,  advisory  fee or
similar  payment  in  connection   with  this  Agreement  or  the   transactions
contemplated hereby.

4.4 No Registration.  Neither the sale of the Stock nor the sale of the Interest
has been registered under any federal or state securities or blue sky laws.

4.5  Investment  Intent.  Purchaser is acquiring  the Stock and the Interest for
investment purposes,  and not with a view to the resale or distribution thereof;
Purchaser  has the knowledge  and  sophistication  to evaluate a purchase of the
Stock and the Interest;  the Chairman of Seller and the President of the Company
are  members  of  Purchaser,  and  have had  unlimited  access  to all  material
information  regarding  the Stock and the  Interest,  and without  limiting  the
foregoing Purchaser has had access to all information  regarding Company and the
Interest that  Purchaser has requested and has had the unlimited  opportunity to
ask questions regarding the financial,  business, legal and other aspects of the
Company  and the  Interest  and such other  matters  that  Purchaser  has deemed
material to its investment decision; and Purchaser will not dispose of the Stock
or the  Interest  without  compliance  with all  applicable  federal  and  state
securities laws.

4.6 EXCLUSION OF WARRANTIES.  PURCHASER  EXPRESSLY  ACKNOWLEDGES AND AGREES THAT
EXCEPT FOR THE  REPRESENTATIONS  AND WARRANTIES  EXPRESSLY SET FORTH IN SECTIONS
3.1,   3.2,  3.3  AND  3.4  ABOVE,   SELLER  HAS  MADE  NO  EXPRESS  OR  IMPLIED
REPRESENTATIONS,  WARRANTIES  OR  COVENANTS  OF ANY  KIND OR  NATURE  WHATSOEVER
REGARDING: THE COMPANY; THE STOCK; THE COMPANY'S MANAGEMENT, ASSETS, LIABILITIES
OR  BUSINESS;  THE  COMPANY'S  FINANCIAL  RESULTS  OR  PROSPECTS;  ACADIAN;  THE
INTEREST;  ACADIAN'S  MANAGEMENT,  ASSETS,  LIABILITIES  OR BUSINESS;  ACADIAN'S
FINANCIAL  RESULTS OR PROSPECTS;  OR ANY OTHER MATTER  CONCERNING THE COMPANY OR
ACADIAN.

4.7  SALE  ON "AS  IS,  WHERE  IS,  BUYER  BEWARE"  BASIS.  PURCHASER  EXPRESSLY
ACKNOWLEDGES AND AGREES THAT THE STOCK AND THE INTEREST ARE BEING SOLD ON AN "AS
IS, WHERE IS, BUYER BEWARE" BASIS, AND THAT THE  RESPONSIBILITY  FOR ANY AND ALL
SO-CALLED "DUE DILIGENCE"  INVESTIGATION OF THE COMPANY,  THE STOCK, ACADIAN AND
THE INTEREST IS ENTIRELY UPON PURCHASER .

4.8 WAIVER OF CONFLICTS OF INTEREST. PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES
THAT  JOHN  GIURA IS  CURRENTLY  BOTH THE  CHAIRMAN  OF  SELLER  AND A MEMBER OF
PURCHASER, THAT ANTHONY PAGANELLI IS CURRENTLY BOTH THE PRESIDENT OF THE COMPANY
AND A MEMBER OF PURCHASER,  AND THAT JEFF MCKERNAN IS CURRENTLY BOTH AN EMPLOYEE
OF THE COMPANY AND A MEMBER OF PURCHASER.  PURCHASER EXPRESSLY  ACKNOWLEDGES AND
AGREES THAT IN SPITE OF THESE  CONFLICTS OF INTEREST,  PURCHASER  WAIVES ANY AND
ALL CLAIMS AND AGAINST SELLER, JOHN GIURA, ANTHONY PAGANELLI OR JEFF MCKERNAN IN
THE EVENT ANY  PROVISIONS OF THIS  AGREEMENT,  THE NOTE OR THE PLEDGE  AGREEMENT
FAVOR SELLER OVER  PURCHASER,  OR IF ANY  PROVISIONS  FAVORABLE TO PURCHASER ARE
OMITTED FROM THIS AGREEMENT, THE NOTE OR THE PLEDGE AGREEMENT.


                                    ARTICLE 5
                                    COVENANTS

5.1  Pre-Closing  Operation of the Company.  Prior to the Closing,  Seller shall
cause the Company to be operated in the ordinary course of business,  other than
in regard to Paydowns by the Company.

5.2 Post-Closing Access by Seller. After the Closing,  Purchaser shall cause the
Company to cooperate with Seller to the extent  reasonably  requested by Seller,
and to make available to Seller and its  accountants  all financial,  insurance,
tax and other information  (including reasonable access to books and records) of
the Company with respect to any fiscal period of the Company  ending on or prior
to the Closing  Date to the extent  requested  by Seller or its  accountants  in
connection with any audit or other investigation by any taxing authority,  or in
connection  with the  preparation by Seller or its  accountants of quarterly and
annual SEC  filings,  tax  returns or any other  reports or  submissions  to any
governmental  entity  required to be made by Seller.  Purchaser  shall cause the
Company to preserve all such  information,  including  without  limitation,  the
books and records of the  Company,  for at least six (6) years after the Closing
Date.

5.3 Further Deliveries. Seller and Purchaser each shall sign and deliver any and
all other documents and agreements as are reasonably required in order to effect
the transactions contemplated hereby.


                                    ARTICLE 6
                              CONDITIONS OF CLOSING

6.1  Conditions  of  Obligations  of Purchaser.  The  obligation of Purchaser to
consummate the purchase of the Stock and the Interest pursuant to this Agreement
is subject to the satisfaction of the following conditions,  any of which may be
waived by Purchaser:

     (a)  Representations  and  Warranties;   Performance  of  Obligations.  The
representations  and  warranties  of Seller set forth in Article 3 hereof and in
all agreements, documents and instruments executed and delivered pursuant hereto
or in connection with the Closing shall have been and be true and correct in all
material  respects as of the date  hereof and as of the  Closing  Date as though
made on and as of the Closing Date.  Seller shall have performed in all material
respects  the  agreements  and  obligations  necessary to be performed by Seller
under this Agreement prior to the Closing Date.

     (b) No Injunction.  No  preliminary  or permanent  injunction or order that
would prohibit or restrain the  consummation  of the  transactions  contemplated
hereunder  shall be in effect and no  governmental  entity or other person shall
have  commenced or  threatened  to commence an action or  proceeding  seeking to
enjoin the  consummation  of such  transactions  or to impose  liability  on the
parties hereto in connection therewith.

     (c) Deliveries. Purchaser shall have received:

     (i)  certificate(s)  representing  the Stock  accompanied  by duly executed
stock powers.

6.2 Conditions of Obligations of Seller. The obligations of Seller to consummate
the sale and purchase  under this Agreement are subject to the  satisfaction  of
the following conditions, each of which may be waived by Seller:

     (a)  Representations  and  Warranties;   Performance  of  Obligations.  The
representations and warranties of Purchaser set forth in Article-4 hereof and in
all agreements, documents and instruments executed and delivered pursuant hereto
or in connection with the Closing shall have been and be true and correct in all
material  respects as of the date  hereof and as of the  Closing  Date as though
made on and as of the  Closing  Date.  Purchaser  shall  have  performed  in all
material respects the agreements and obligations necessary to be performed by it
under this Agreement prior to the Closing Date.

     (b) No Injunction.  No  preliminary  or permanent  injunction or order that
would prohibit or restrain the  consummation  of the  transactions  contemplated
hereunder  shall be in effect and no  governmental  entity or other person shall
have  commenced or  threatened  to commence an action or  proceeding  seeking to
enjoin the  consummation  of such  transactions  or to impose  liability  on the
parties hereto in connection therewith.

     (c) Deliveries. Seller shall have received:

     (i) the Closing Date Payment;

     (ii) the executed Note (Exhibit A);

     (iii) the executed Pledge Agreement (Exhibit B);

     (iv)  certificate(s)  representing  the Stock  accompanied by duly executed
stock powers; and

     (v) the executed Acknowledgement of Pledge Agreement (Exhibit C).


                                    ARTICLE 7
                    CLOSING DATE AND TERMINATION OF AGREEMENT

7.1 Closing Date.  The closing for the  consummation  of the purchases and sales
contemplated by this Agreement (the Closing) shall, unless another date or place
is agreed to in  writing by Seller and  Purchaser,  take place at the  corporate
offices of Seller at 300 N. Mannheim Road,  Hillside,  Illinois on the date (the
Closing  Date) on which each  condition  set forth in  Article-6 is satisfied or
waived.

7.2 Termination of Agreement.  This Agreement may be terminated and abandoned at
any time prior to the Closing Date:

     (a) By mutual consent of Purchaser and Seller; or

     (b) By Purchaser or Seller if the Closing for any reason  whatsoever  shall
not have been consummated by 5:00 PM Chicago time on September 30, 2002.

7.3 Effect of  Termination.  In the event of  termination  of this  Agreement as
provided in  Section-7.2  above,  notice  thereof shall be promptly given by the
terminating  party to the other  parties and  thereafter  this  Agreement  shall
forthwith become void, and there shall be no liability or obligation on the part
of Purchaser or Seller whatsoever.


                                    ARTICLE 8
                                 INDEMNIFICATION

8.1  Indemnification  by  Seller.  Subject to Section  8.3 below,  Seller  shall
indemnify Purchaser against, and hold Purchaser harmless from, any and all loss,
damage, liability,  payment, and obligation, and all expenses, including without
limitation  reasonable legal fees  (collectively  Losses),  incurred,  suffered,
sustained or required to be paid,  directly or  indirectly,  by, or sought to be
imposed upon,  Purchaser  after the Closing Date resulting  from,  related to or
arising  out of  any  inaccuracy  in or  breach  of any of the  representations,
warranties or covenants  made by Seller in this  Agreement or in any  agreement,
document or instrument  executed and delivered  pursuant hereto or in connection
with the Closing of the transactions contemplated hereunder.

8.2 Indemnification by Purchaser.  Subject to Section-8.3 below, Purchaser shall
indemnify  Seller  against,  and hold Seller  harmless  from, any and all Losses
incurred, suffered, sustained or required to be paid, directly or indirectly, by
or sought to be imposed upon,  Seller resulting from,  related to or arising out
of any  inaccuracy  in or breach of any of the  representations,  warranties  or
covenants made by Purchaser in this  Agreement or in any agreement,  document or
instrument  executed and delivered  pursuant  hereto or in  connection  with the
Closing of the transactions contemplated hereunder.

8.3  Survival  of  Representations  and  Warranties.   All  representations  and
warranties  contained  herein or made pursuant  hereto shall survive the Closing
hereunder until the third anniversary of the Closing Date. The expiration of any
representation and warranty shall not affect any claim for indemnification  made
prior to the date of such expiration.


                                    ARTICLE 9
                                  MISCELLANEOUS

9.1 Miscellaneous. This Agreement shall be binding upon, inure to the benefit of
and be  enforceable  by and  against  the  parties  hereto and their  respective
successors and permitted assigns.  This Agreement shall not be assignable by any
party without the written  consent of the other  parties and any such  purported
assignment  by any party  without  such  consent  shall be void.  No  amendment,
supplement, change or waiver of any term or condition of this Agreement shall be
effective unless in writing signed by all of the parties. A waiver of any breach
or failure to enforce any of the terms or conditions of this Agreement shall not
in any way  affect,  limit or waive a party's  rights  hereunder  at any time to
enforce  strict  compliance  thereafter  with  every term or  condition  of this
Agreement.  Seller  and  Purchaser  each shall bear its own legal fees and other
costs and expenses  with respect to the  negotiation,  execution and delivery of
this Agreement and the consummation of the transactions  hereunder. In the event
that any one or more of the other provisions  contained in this Agreement or any
application  thereof shall be invalid,  illegal or unenforceable in any respect,
the validity,  legality or  enforceability  of the remaining  provisions of this
Agreement and any other application  thereof shall not in any way be affected or
impaired thereby; provided,  however, that to the extent permitted by applicable
law, any invalid,  illegal, or unenforceable provision may be considered for the
purpose of  determining  the intent of the parties in connection  with the other
provisions of this Agreement. This Agreement, which includes the Exhibits hereto
and the other  documents,  agreements  and  instruments  executed and  delivered
pursuant to this  Agreement,  contain the entire  agreement  between the parties
hereto with  respect to the  transactions  contemplated  by this  Agreement  and
supersede all prior  negotiations,  arrangements or understandings  with respect
thereto,  and  there  are  no  representations,  warranties,  understandings  or
agreements  with  respect to the sale and purchase of the Stock and the Interest
other than those expressly set forth in this Agreement. The descriptive headings
of this Agreement are for  convenience  only and shall not control or affect the
meaning or construction of any provision of this Agreement.

9.2 Notices. All notices or other communications which are required or permitted
hereunder shall be in writing and sufficient if (a) delivered  personally or (b)
sent by registered or certified mail, postage prepaid,  or (c) sent by overnight
courier with a nationally  recognized courier, or (d) via facsimile confirmed in
writing in any of the foregoing manners, as follows:

                           If to Seller:             Gerard M. Jacobs
                                                     c/o CGI Holding Corporation
                                                     300 N. Mannheim Road
                                                     Hillside, Illinois  60612
                                                     Facsimile:  (708) 547-0426

                           If to Purchaser: John Giura
                                                     c/o CGI Holding Corporation
                                                     300 N. Mannheim Road
                                                     Hillside, Illinois  60612
                                                     Facsimile:  (708) 544-5151

If sent by mail,  notice shall be  considered  delivered  five (5) business days
after  the date of  mailing,  and if sent by any other  means  set forth  above,
notice shall be  considered  delivered  upon receipt  thereof.  Any party may by
notice  to the  other  parties  change  the  address  to which  notice  or other
communications to it are to be delivered or mailed.

9.3  Governing  Law.  This  Agreement  shall be  governed by and  construed  and
interpreted according to the internal laws of the State of Illinois,  determined
without  regard  to  conflicts  of law  principles.  Any  action,  suit or other
proceeding  initiated by Seller or Purchaser against any other party under or in
connection  with this  Agreement may be brought in any Federal or state court in
the State of Illinois,  as the party  bringing  such action,  suit or proceeding
shall elect,  having  jurisdiction  over the subject matter thereof.  Seller and
Purchaser  hereby submit  themselves to the  jurisdiction  of any such court and
agree that service of process on them in any such action, suit or proceeding may
be  effected  by the  means by which  notices  are to be given to it under  this
Agreement.

9.4 Third Party Rights.  Notwithstanding  any other provision of this Agreement,
this Agreement  shall not create benefits on behalf of any member or employee of
Purchaser  or any other  person  (including  without  limitation  any  broker or
finder),  and this  Agreement  shall be  effective  only as between  the parties
hereto, their successors and permitted assigns.

9.5 Public  Announcements.  Purchaser shall not make any public  statements with
respect to the transactions contemplated by this Agreement, except to the extent
that  Purchaser  is  advised in writing by  counsel,  in good  faith,  that such
release or statement is required as a matter of law.

9.6 Counterparts.  This Agreement may be executed in any number of counterparts,
and each such counterpart  hereof shall be deemed to be an original  instrument,
but all such counterparts together shall constitute but one agreement. Facsimile
signatures shall be treated as if they were originals.

IN WITNESS  WHEREOF,  the undersigned have executed and delivered this Agreement
as of the date first above written, intending to be legally bound hereby.

                                              CGI HOLDING CORPORATION


                                              By:/s/ Gerard M. Jacobs
                                                    _______________________
                                                     Gerard M. Jacobs

                                              GMP, L.L.C.

                                              By:/s/ John Giura
                                                 ________________________
                                                      John Giura


                                              By:/s/ Anthony Paganelli
                                                ________________________
                                                    Anthony Paganelli


                                              By:/s/ Jeff McKernan
                                                ________________________
                                                     Jeff McKernan

                                              SAFE ENVIRONMENT CORP. OF INDIANA


                                              By:/s/ Anthony Paganelli
                                                ________________________
                                                     Anthony Paganelli

                                                /s/  John Giura
                                                __________________________
                                         JOHN GIURA, in his individual capacity


List of Exhibits:

A - Promissory Note
B - Pledge Agreement
C - Acknowledgement of Pledge Agreement






                                    EXHIBIT A




                                 PROMISSORY NOTE



Principal Amount: $470,000

Date of Promissory Note:  September 4, 2002


PROMISE TO PAY. The  undersigned,  GMP,  L.L.C.,  an Indiana  limited  liability
company  ("GMP"),  for value  received,  hereby  promises  to pay to CGI HOLDING
CORPORATION  ("CGI"), or order, in lawful money of the United States of America,
the  principal  amount of FOUR  HUNDRED  SEVENTY  THOUSAND  DOLLARS  ($470,000),
together  with  interest on the unpaid  principal  balance from the date of this
Promissory  Note until paid in full,  at the rate of Zero Percent (0%) per annum
from the date hereof  through  December 31, 2003, and at the rate of Six Percent
(6%) per annum from January 1, 2004 until paid in full.

PAYMENT.  GMP will pay this  Promissory  Note in  accordance  with the following
schedule of principal payments due, plus all accrued interest not yet paid:

  Payment Date              Principal Payment Due      Remaining Principal Owed

  12/31/2002                         $35,000                    $435,000

  3/31/2003                          $35,000                    $400,000
  6/30/2003                          $35,000                    $365,000
  9/30/2003                          $35,000                    $330,000
  12/31/2003                         $35,000                    $295,000

  3/31/2004                          $35,000                    $260,000
  6/30/2004                          $35,000                    $225,000
  9/30/2004                          $35,000                    $190,000
 12/31/2004                         $35,000                    $155,000

  3/31/2005                          $35,000                    $120,000
  6/30/2005                          $35,000                    $  85,000
  9/30/2005                          $35,000                    $  50,000
 12/31/2005                         $50,000                    $           0

Unless otherwise agreed or required by applicable law,  payments will be applied
first to accrued unpaid interest, then to principal.  GMP will pay CGI at 300 N.
Mannheim  Road,  Hillside,  Illinois  60162,  or at such  other  place as may be
designated by CGI from time to time in writing.

PREPAYMENT.  GMP may pay  without  penalty  all or a portion of the amount  owed
earlier than it is due.  Early  payments  will not,  unless  agreed to by CGI in
writing,  relieve GMP of GMP's obligation to continue to make payments under the
payment schedule.  Rather, early payments will reduce the principal balance due.
GMP agrees not to send CGI payments marked "paid in full",  "without  recourse",
or similar  language.  If GMP sends  such a  payment,  CGI may accept it without
losing any of CGI's  rights  under this  Promissory  Note,  and GMP will  remain
obligated to pay any further amount owed to CGI.

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  CGI, at its option,  may, if permitted under applicable law, increase
the interest rate on this  Promissory Note to a rate of twelve percent (12%) per
annum, but not in excess of the maximum rate permitted by applicable law.

DEFAULT.  GMP,  Safe  Environment  Corp.  of  Indiana,  an  Indiana  corporation
("SECO"), John Giura and Acadian Builders,  L.L.C., a Missouri limited liability
company,  hereinafter  are each  referred to as a "GMP  Affiliate".  Each of the
following  shall  constitute an event of default ("Event of Default") under this
Promissory Note:

Payment Default: Any GMP Affiliate fails to make any payment when due under this
Promissory Note or under that certain  Purchase  Agreement dated as of September
4, 2002, between GMP, CGI, SECO and John Giura (the "Purchase  Agreement"),  and
such default continues for a period of five (5) days after notice from CGI.

Other  Defaults:  Any GMP Affiliate fails to comply with or to perform any other
term, obligation,  covenant or condition contained in this Promissory Note or in
the Purchase  Agreement,  and such default continues for a period of thirty (30)
days after notice from CGI.

Default in Favor of Third  Parties.  Any GMP Affiliate  defaults under any loan,
extension of credit,  security  agreement,  purchase or sales agreement,  or any
other  agreement,  in favor of any other  creditor or person that may materially
affect any GMP  Affiliate's  property,  GMP's  ability to repay this  Promissory
Note,  or any GMP  Affiliate's  ability to  perform  its  obligations  under the
Purchase  Agreement or any related  document,  and such default  continues for a
period of thirty (30) days after notice from CGI.

False Statements.  Any representation,  warranty,  covenant or statement made or
furnished to CGI by any GMP Affiliate under this Promissory Note or the Purchase
Agreement is false or misleading in any material  respect,  either now or at the
time made or furnished or becomes false or misleading at any time thereafter.

Dissolution or Insolvency. The dissolution or termination of any GMP Affiliate's
existence  as a  going  business,  the  insolvency  of any  GMP  Affiliate,  the
appointment  of a receiver  for any part of any GMP  Affiliate's  property,  any
assignment  for the  benefit  of  creditors  by any GMP  Affiliate,  any type of
creditor  workout  involving  any  GMP  Affiliate,  or the  commencement  of any
proceeding  under  any  bankruptcy  or  insolvency  laws by or  against  any GMP
Affiliate.

Creditor or Forfeiture  Proceedings.  Commencement  of foreclosure or forfeiture
proceedings,  whether by judicial  proceeding,  self-help,  repossession  or any
other method, by any creditor of any GMP Affiliate or by any governmental agency
against any assets of any GMP Affiliate.

DEFAULT  RIGHTS.  Upon  default,  CGI may  declare the entire  unpaid  principal
balance of this Promissory Note and all accrued  interest  immediately  due, and
then GMP will pay that amount.

ATTORNEY'S FEES; EXPENSES. CGI may hire or pay someone else to help collect this
Promissory  Note if GMP  defaults,  and GMP shall pay the  reasonable  costs and
expenses  of  such  collection.  This  includes,  subject  to any  limits  under
applicable law, CGI's  attorneys' fees and CGI's legal expenses,  whether or not
there  is  a  lawsuit,   including  attorneys'  fees,  expenses  for  bankruptcy
proceedings  (including  efforts  to  modify  or vacate  any  automatic  stay or
injunction), and appeals. If not prohibited by applicable law, GMP will also pay
any court costs, in addition to all other sums provided by law.

JURY WAIVER. CGI AND GMP HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION,
PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER CGI OR GMP AGAINST THE OTHER.

GOVERNING LAW. THIS PROMISSORY NOTE WILL BE GOVERNED BY,  CONSTRUED AND ENFORCED
IN  ACCORDANCE  WITH  FEDERAL  LAW AND THE LAWS OF THE STATE OF  ILLINOIS.  THIS
PROMISSORY NOTE HAS BEEN ACCEPTED BY CGI IN THE STATE OF ILLINOIS.

CHOICE OF VENUE. If there is a lawsuit,  GMP agrees upon CGI's request to submit
to the jurisdiction of the courts of Cook County, State of Illinois.

CONFESSION  OF JUDGEMENT.  GMP hereby  irrevocably  authorizes  and empowers any
attorney-at-law to appear in any court of record and to confess judgment against
GMP for the unpaid amount of this  Promissory  Note as evidenced by an affidavit
signed by an officer of CGI setting forth the amount then due,  attorneys'  fees
plus costs of suit,  and to release all errors,  and waive all rights of appeal.
If a copy of this  Promissory  Note,  verified by an affidavit,  shall have been
filed in the  proceeding,  it will not be  necessary  to file the  original as a
warrant  of  attorney.  GMP waives  the right to any stay of  execution  and the
benefit of all exemption laws now or hereafter in effect.  No single exercise of
the  foregoing  warrant and power to confess  judgment will be deemed to exhaust
the  power,  whether or not any such  exercise  shall be held by any court to be
invalid,  voidable, or void; but the power will continue undiminished and may be
exercised  from time to time as CGI may elect  until all  amounts  owing on this
Promissory  Note have been paid in full.  GMP hereby waives and releases any and
all claims or causes of action which GMP might have against any attorney  acting
under the terms of  authority  which GMP has  granted  herein  arising out of or
connected with the confession of judgement hereunder.

SUCCESSOR  INTERESTS.  The terms of this  Promissory  Note shall be binding upon
GMP, and upon GMP's  successors  and assigns,  and shall inure to the benefit of
CGI and its successors and assigns.

GENERAL  PROVISIONS.  CGI may  delay or forgo  enforcing  any of its  rights  or
remedies  under this  Promissory  Note without  losing them.  GMP, to the extent
allowed by law,  waives  diligence,  presentment,  demand for payment,  protest,
notice of dishonor,  and notice of every other kind  whatsoever.  The failure of
CGI to exercise any of its rights hereunder in any particular instance shall not
constitute a waiver of the same or of any other right in that or any  subsequent
instance.  CGI shall not,  by any act of omission  or  commission,  be deemed to
waive any of its rights or remedies  hereunder or in connection  herewith unless
such waiver  shall be in writing and signed by CGI,  and then only to the extent
specifically set forth therein.  A waiver of one event shall not be construed as
continuing  or as a bar to or a waiver  of such  right or  remedy in regard to a
subsequent  event.  GMP hereby  represents  and warrants to CGI that the amounts
owed  under  this  Promissory  Note  have  been and  will be used  for  business
purposes.

PRIOR TO  SIGNING  THIS  PROMISSORY  NOTE,  GMP READ AND  UNDERSTOOD  ALL OF THE
PROVISIONS OF THIS  PROMISSORY  NOTE.  GMP HEREBY AGREES TO EACH OF THE TERMS OF
THIS PROMISSORY NOTE, INTENDING TO BE LEGALLY BOUND HEREBY.

GMP HEREBY ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

GMP, L.L.C.


By:/s/ John Giura
  _________________________
       John Giura

By:/s/ Jeff McKernan
   _________________________
     Jeff McKernan


By:/s/ Anthony Paganelli
   _________________________
         Anthony Paganelli



                                    EXHIBIT B




                                PLEDGE AGREEMENT


THIS PLEDGE  AGREEMENT (this  "Agreement")  dated as of September 4, 2002, is by
and between GMP, L.L.C., an Indiana limited  liability company ("GMP"),  and CGI
HOLDING CORPORATION, a Nevada corporation ("CGI").

GRANT OF SECURITY INTEREST. For valuable consideration, GMP hereby grants to CGI
a security interest in the Collateral to secure the Indebtedness and agrees that
CGI  shall  have  the  rights  stated  in this  Agreement  with  respect  to the
Collateral, in addition to all other rights which CGI may have by law.

COLLATERAL  DESCRIPTION.  The word  "Collateral" as used in this Agreement means
GMP's present and future rights, title and interest in and to, together with any
and all  present  and future  additions  thereto,  substitutions  therefor,  and
replacements thereof,  together with any and all present and future certificates
and/or instruments evidencing any stock and further together with all Income and
Proceeds as described herein:

7,500 shares of common stock of Safe  Environment  Corp. of Indiana,  an Indiana
corporation

                           and

All of GMP's rights, title and interest in and to Acadian Builders, L.L.C.

GMP'S  WAIVERS AND  RESPONSIBILITIES.  Except as otherwise  required  under this
Agreement or by  applicable  law: GMP waives any defenses that may arise because
of any action or inaction of CGI,  including  without  limitation any failure of
CGI to realize upon the  Collateral  or any delay by CGI in  realizing  upon the
Collateral;  and GMP agrees to remain liable for the full and timely payments of
the Post-Closing  Payment, of the CIB Interest  Reimbursements,  of the CIB Loan
Fees Reimbursement,  and of the Note no matter what action CGI takes or fails to
take under this Agreement.

GMP'S REPRESENTATIONS AND WARRANTIES.  GMP hereby represents and warrants to CGI
that:  (A)-this Agreement is executed at GMP's request and not at the request of
CGI;  (B)-GMP  has the full  right,  power  and  authority  to enter  into  this
Agreement and to pledge the Collateral to CGI.

GMP'S  WAIVERS.  GMP hereby waives all  requirements  of  presentment,  protest,
demand,  and notice of dishonor or  non-payment to GMP or any other party to the
Indebtedness or the Collateral.  CGI may do any of the following with respect to
any obligation of GMP, without first obtaining the consent of GMP: (A)-grant any
extension  of time  for any  payment,  (B)-grant  any  renewal,  (C)-permit  any
modification  of payment terms or other terms,  or  (D)-exchange  or release any
Collateral or other  security.  No such act or failure to act shall affect CGI's
rights against GMP or the Collateral.

REPRESENTATIONS  AND  WARRANTIES  WITH  RESPECT  TO THE  COLLATERAL.  GMP hereby
represents and warrants to CGI that:

Ownership.  GMP is the  lawful  owner of the  Collateral  free and  clear of all
security interests, liens, encumbrances and claims of others.

Right to Pledge.  GMP has the full right, power and authority to enter into this
Agreement and to pledge the Collateral.

Authority;  Binding Effect. GMP has the full right, power and authority to enter
into this  Agreement and to grant a security  interest in the Collateral to CGI.
This Agreement is binding upon GMP as well as GMP's successors and assigns,  and
is  legally   enforceable   in   accordance   with  its  terms.   The  foregoing
representations  and warranties,  and all other  representations  and warranties
contained  in this  Agreement  are and shall be  continuing  in nature and shall
remain in full force and effect until such time as this  Agreement is terminated
or cancelled as provided herein.

No Further  Assignment.  GMP has not,  and shall not,  sell,  assign,  transfer,
encumber or otherwise dispose of any of GMP's rights in the Collateral except as
provided in this Agreement.

No Defaults. There are no defaults existing under the Collateral,  and there are
no offsets or  counterclaims to the same. GMP will strictly and promptly perform
each of the terms,  conditions,  covenants and agreements,  if any, contained in
the Collateral which are to be performed by GMP.

No Violation.  The execution and delivery of this Agreement will not violate any
law or agreement  governing GMP or to which GMP is a party,  and its Articles of
Organization  and  Operating  Agreement do not prohibit any term or condition of
this Agreement.

Right to Pledge.  GMP has the full right, power and authority to enter into this
Agreement and to pledge the Collateral.

APPLICATION OF CASH. At CGI's option,  CGI may apply any cash,  whether included
in the  Collateral  or received as Income and  Proceeds or through  liquidation,
sale, or retirement,  of the Collateral, to the satisfaction of the Indebtedness
or such portion thereof as CGI shall choose, whether or not matured.

POWER OF ATTORNEY. GMP irrevocably appoints CGI as GMP's attorney-in-fact,  with
full power of substitution,  (a) to demand, collect,  receive,  receipt for, sue
and recover all Income and Proceeds  and other sums of money and other  property
which may now or hereafter  become due, owing or payable in accordance  with the
terms  of the  Collateral;  (b)  to  execute,  sign  and  endorse  any  and  all
instruments,  receipts,  checks,  drafts and warrants  issued in payment for the
Collateral;  (c) to settle or  compromise  any and all claims  arising under the
Collateral, and in the place and stead of GMP, execute and deliver GMP's release
and  acquittance for GMP; (d)- to file any claim or claims or to take any action
or institute or take part in any proceedings, either in CGI's own name or in the
name of  GMP,  or  otherwise,  which  in the  discretion  of CGI may  seem to be
necessary or  advisable;  and (e)-to  execute in GMP's name and deliver on GMP's
behalf, at the time and in the manner specified by the Collateral, any necessary
instruments or documents.

PERFECTION OF SECURITY INTEREST. Upon CGI's request, GMP will deliver to CGI any
and  all of the  documents  evidencing  or  constituting  the  Collateral.  When
applicable  law provides more than one method of  perfection  of CGI's  security
interest,  CGI may choose the method(s) to be used. Upon CGI's request, GMP will
sign and deliver any writings necessary to perfect CGI's security  interest.  If
any of the Collateral  consists of securities for which no certificate  has been
issued,  GMP  agrees,  at  CGI's  option,  either  to  request  issuance  of  an
appropriate  certificate or to execute  appropriate  instructions on CGI's forms
instructing the issuer,  transfer agent,  mutual fund company, or broker, as the
case may be, to record on its books or  records,  by  book-entry  or  otherwise,
CGI's  security  interest in the  Collateral.  GMP hereby  appoints CGI as GMP's
irrevocable   attorney-in-fact  for  the  purpose  of  executing  any  documents
necessary  to perfect  or to  continue  the  security  interest  granted in this
Agreement.  This is a continuing  Security Agreement and will continue in effect
even though all or any part of the  Indebtedness is paid in full and even though
for a period of time GMP may not be indebted to CGI.

REINSTATEMENT  OF  SECURITY  INTEREST.  If  payment  is  made  by  GMP,  whether
voluntarily  or  otherwise,  or by any  third  party,  on the  Indebtedness  and
thereafter  CGI is forced to remit the  amount  of that  payment:  (A)-to  GMP's
trustee  in  bankruptcy  or to any  similar  person  under any  federal or state
bankruptcy law or law for the relief of debtors,  (B)-by reason of any judgment,
decree or order of any court of administrative body having jurisdiction over CGI
or any of CGI's  property,  or (C)-by reason of any  settlement or compromise of
any claim made by CGI with any claimant  (including without limitation GMP), the
Indebtedness  shall be considered  unpaid for the purpose of enforcement of this
Agreement  and  this  Agreement  shall  continue  to be  effective  or  shall be
reinstated,  as the  case  may  be,  notwithstanding  any  cancellation  of this
Agreement  or of any  note or  other  instrument  or  agreement  evidencing  the
Indebtedness  and the  Collateral  will  continue to secure the amount repaid or
recovered  to the same  extent  as if that  amount  never  had  been  originally
received  by CGI,  and GMP  shall  be  bound  by any  judgment,  decree,  order,
settlement or compromise relating to the Indebtedness or to this Agreement.

     DEFAULT.  GMP, Safe Environment  Corp. of Indiana,  an Indiana  corporation
     ("SECO"),  John Giura and  Acadian  Builders,  L.L.C.,  a Missouri  limited
     liability  company,  hereinafter are each referred to as a "GMP Affiliate".
     Each of the  following  shall  constitute  an Event of  Default  under this
     Agreement:

Payment Default.  Any GMP Affiliate fails to make any payment when due under the
Indebtedness,  and such  default  continues  for a period of five (5) days after
notice from CGI.

Other  Defaults.  Any GMP Affiliate fails to comply with or to perform any other
term,  obligation,  covenant  or  condition  contained  in this  Agreement,  the
Purchase  Agreement,  the Note, or in any of the Related Documents,  or fails to
comply with or to perform any term, obligation,  covenant or condition contained
in any other  agreement  between  CGI and any GMP  Affiliate,  and such  default
continues for a period of thirty (30) days after notice from CGI.

False Statements. Any warranty, representation or statement made or furnished to
CGI by any GMP Affiliate or on behalf of any GMP Affiliate under this Agreement,
the  Purchase  Agreement,  the  Note,  or the  Related  Documents  is  false  or
misleading in any material respect,  either now or at the time made or furnished
or becomes false or misleading at any time thereafter.

Defective  Collateralization.  This Agreement, the Purchase Agreement, the Note,
or any of the Related Documents ceases to be in full force and effect (including
failure of any  collateral  document  to create a valid and  perfected  security
interest or lien) at any time and for any reason.

Dissolution or Insolvency. The dissolution or termination of any GMP Affiliate's
existence  as a  going  business,  the  insolvency  of any  GMP  Affiliate,  the
appointment  of a receiver  for any part of any GMP  Affiliate's  property,  any
assignment for the benefit of creditors,  any type of creditor  workout,  or the
commencement  of any proceeding  under any  bankruptcy or insolvency  laws by or
against any GMP Affiliate.

Creditor or Forfeiture  Proceedings.  Commencement  of foreclosure or forfeiture
proceedings,  whether by judicial  proceeding,  self-help,  repossession  or any
other method, by any creditor of any GMP Affiliate or by any governmental agency
against any Collateral securing the Indebtedness.

RIGHTS  AND  REMEDIES  ON  DEFAULT.  If an Event of  Default  occurs  under this
Agreement,  at any  time  thereafter,  CGI may  exercise  any one or more of the
following rights and remedies:

Accelerate  Indebtedness.  Declare all Indebtedness immediately due and payable,
without notice of any kind to GMP.

Collect the  Collateral.  Collect any of the Collateral and, at CGI's option and
to the extent  permitted by applicable law, retain  possession of the Collateral
while suing on the Indebtedness.

Sell the Collateral.  Sell the Collateral,  at CGI's discretion, as a unit or in
parcels,  at one or more  public or  private  sales.  Unless the  Collateral  is
perishable or threatens to decline speedily in value or is of a type customarily
sold on a  recognized  market,  CGI shall  give or mail to GMP,  or any of them,
notice  at least ten (10) days in  advance  of the time and place of any  public
sale,  or of the date after which any private sale may be made.  GMP agrees that
any  requirement  of  reasonable  notice is  satisfied  if CGI  mails  notice by
ordinary  mail  addressed  to GMP, or any of them,  at the last  address GMP has
given  CGI in  writing.  If a public  sale is held,  there  shall be  sufficient
compliance with all requirements of notice to the public by a single publication
in any newspaper of general  circulation  in the county where the  Collateral is
located, setting forth the time and place of sale and a brief description of the
property to be sold. CGI may be a purchaser at any public sale.

Sell  Securities.  Sell any  securities  included in the  Collateral in a manner
consistent with  applicable  federal and state  securities  laws. If, because of
restrictions  under such laws, CGI is unable, or believes CGI is unable, to sell
the securities in an open market  transaction,  GMP agrees that CGI will have no
obligation to delay sale until the securities  can be  registered.  Then CGI may
make a private sale to one or more persons or to a restricted  group of persons,
even though such sale may result in a price that is less favorable than might be
obtained  in an  open  market  transaction.  Such  a  sale  will  be  considered
commercially  reasonable.  If any securities  held as Collateral are "restricted
securities" as defined in the Rules of the  Securities  and Exchange  Commission
(such as Regulation D or Rule 144) or the rules of state securities  departments
under state "Blue Sky" laws,  or if GMP or any other owner of the  Collateral is
an affiliate of the issuer of the  securities,  GMP agrees that neither GMP, nor
any member of GMP's family,  nor any other person  signing this  Agreement  will
sell or dispose of any securities of such issuer without  obtaining  CGI's prior
written consent.

Rights and Remedies with Respect to Investment  Property,  Financial  Assets and
Related Collateral.  In addition to other rights and remedies granted under this
Agreement and under applicable law, CGI may exercise any or all of the following
rights and remedies:  (1)-register with any issuer or broker or other securities
intermediary  any  of  the  Collateral  consisting  of  investment  property  or
financial assets (collectively herein, "investment property") in CGI's sole name
or in the name of CGI's broker, agent or nominee;  (2)-cause any issuer,  broker
or  other  securities  intermediary  to  deliver  to CGI  any of the  Collateral
consisting of securities,  or investment  property  capable of being  delivered;
(3)-enter  into a control  agreement  or power of  attorney  with any  issuer or
securities  intermediary with respect to any Collateral consisting of investment
property,  on such terms as CGI may deem  appropriate,  in its sole  discretion,
including  without  limitation,  an agreement  granting to CGI any of the rights
provided hereunder without further notice to or consent by GMP;  (4)-execute any
such  control  agreement  on GMP's  behalf  and in GMP's  name,  and GMP  hereby
irrevocably  appoints  CGI  as  agent  and  attorney-in-fact,  coupled  with  an
interest,  for the purpose of executing such control  agreement on GMP's behalf;
(5)-exercise any and all rights of CGI under any such control agreement or power
of  attorney;  (6)-exercise  any  voting,  conversion,  registration,  purchase,
option, or other rights with respect to any Collateral.

Foreclosure.   Maintain  a  judicial  suit  for  foreclosure  and  sale  of  the
Collateral.

Transfer  Title.  Effect  transfer  of  title  upon  sale  of all or part of the
Collateral.   For  this  purpose,   GMP   irrevocably   appoints  CGI  as  GMP's
attorney-in-fact  to execute  endorsements,  assignments  and instruments in the
name of GMP and each of them  (if  more  than  one) as  shall  be  necessary  or
reasonable.

Other  Rights  and  Remedies.  Have and  exercise  any or all of the  rights and
remedies of a secured  creditor under the  provisions of the Uniform  Commercial
Code, at law, in equity, or otherwise.

Application  of  Proceeds.  Apply any cash which is part of the  Collateral,  or
which  is  received  from  the  collection  or  sale  of  the   Collateral,   to
reimbursement  of  any  expenses,   including  any  costs  for  registration  of
securities,  commissions incurred in connection with a sale, attorneys' fees and
court costs, whether or not there is a lawsuit and including any fees on appeal,
incurred by CGI in connection  with the collection  and sale of such  Collateral
and to the payment of the  Indebtedness  of GMP to CGI, with any excess funds to
be paid to GMP as the  interests  of GMP may appear.  GMP agrees,  to the extent
permitted by law, to pay any deficiency after application of the proceeds of the
Collateral to the Indebtedness.

Election of Remedies.  Except as may be  prohibited  by  applicable  law, all of
CGI's rights and remedies,  whether  evidenced by this  Agreement,  the Purchase
Agreement,  the Note, the Related Documents,  or by any other writing,  shall be
cumulative and may be exercised  singularly or concurrently.  Election by CGI to
pursue any remedy shall not exclude pursuit of any other remedy, and an election
to make  expenditures  or to take action to perform an  obligation  of GMP under
this Agreement,  after any GMP Affiliate's failure to perform,  shall not affect
CGI's right to declare a default and exercise its remedies.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

Amendments.  This Agreement, the Purchase Agreement, the Note, together with any
Related  Documents,  constitutes the entire  understanding  and agreement of the
parties as to the  matters  set forth in this  Agreement.  No  alteration  of or
amendment  to this  Agreement  shall be  effective  unless  given in writing and
signed by the party of parties  sought to be charged or bound by the  alteration
or amendment.

Attorneys' Fees; Expenses.  GMP agrees to pay upon demand all of CGI's costs and
expenses,  including CGI's attorneys' fees and CGI's legal expenses, incurred in
connection with the  enforcement of this Agreement.  CGI may hire or pay someone
else to help enforce this Agreement,  and GMP shall pay the reasonable costs and
expenses of such  enforcement.  Costs and expenses include CGI's attorneys' fees
and legal expenses whether or not there is a lawsuit,  including attorneys' fees
and legal expenses for bankruptcy  proceedings  (including  efforts to modify or
vacate  any  automatic  stay  or  injunction),   appeals,  and  any  anticipated
post-judgment  collection services.  GMP also shall pay all court costs and such
additional fees as may be directed by the court.

Caption  Headings.  Caption  headings  in this  Agreement  are  for  convenience
purposes  only and are not to be used to interpret or define the  provisions  of
this Agreement.

Governing  Law. This  Agreement  will be governed by,  construed and enforced in
accordance  with  federal  law  and the  laws of the  State  of  Illinois.  This
Agreement has been accepted by CGI in the State of Illinois.

Choice of Venue. If there is a lawsuit,  GMP agrees upon CGI's request to submit
to the jurisdiction of the courts of Cook County, State of Illinois.

No Waiver by CGI.  CGI shall not be deemed to have waived any rights  under this
Agreement  unless such waiver is given in writing and signed by CGI. No delay or
omission on the part of CGI in exercising any right shall operate as a waiver of
such right or any other right.  A waiver by CGI of a provision of this Agreement
shall not  prejudice or  constitute a waiver of CGI's right  otherwise to demand
strict  compliance with that provision or any other provision of this Agreement.
No prior  waiver by CGI,  nor any course of dealing  between CGI and GMP,  shall
constitute a waiver of any CGI's rights or of any of GMP's obligations as to any
future  transactions.  Whenever  the  consent  of CGI  is  required  under  this
Agreement,  the  granting  of such  consent  by CGI in any  instance  shall  not
constitute  continuing  consent to  subsequent  instances  where such consent is
required  and in all cases such  consent  may be granted or withheld in the sole
discretion of CGI.

Notices.  Any notice required to be given under this Agreement shall be given in
writing, and shall be effective when actually delivered,  when actually received
by  facsimile  (unless  otherwise  required  by  law),  when  deposited  with  a
nationally  recognized  overnight courier,  or, if mailed, when deposited in the
United  States  mail,  as first  class,  certified  or  registered  mail postage
prepaid,  directed to the addresses  shown near the beginning of this Agreement.
Any party may change its  address  for notices  under this  Agreement  by giving
formal written notice to the other parties,  specifying  that the purpose of the
notice is to change the party's address.

Severability.  If a court of competent  jurisdiction finds any provision of this
Agreement to be illegal,  invalid,  or enforceable as to any circumstance,  that
finding shall not make the offending provision illegal,  invalid, or enforceable
as to any other  circumstance.  If feasible,  the offending  provision  shall be
considered  modified so that it becomes  legal,  valid and  enforceable.  If the
offending  provision cannot be so modified,  it shall be considered deleted from
this Agreement. Unless otherwise required by law, the illegality,  invalidity or
enforceability of any provision of this Agreement shall not affect the legality,
validity or enforceability of any other provision of this Agreement.

Successors and Assigns.  Subject to any limitations  stated in this Agreement on
transfer of GMP's  interest,  this Agreement  shall be binding upon and inure to
the benefit of the parties,  their  successors and assigns.  If ownership of the
Collateral  becomes  vested in a person other than GMP, CGI,  without  notice to
GMP, may deal with GMP's  successors  with  reference to this  Agreement and the
Indebtedness by way of forbearance or extension  without  releasing GMP from the
obligations of this Agreement or liability under the Indebtedness.

Time  is of the  Essence.  Time is of the  essence  in the  performance  of this
Agreement.

Waiver of Trial by Jury. All parties to this Agreement hereby waive the right to
any jury trial in any action,  proceeding,  or counterclaim brought by any party
against any other party.

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and the plural  shall  include  the  singular,  as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code:

CIB Interest  Reimbursements.  The term "CIB Interest  Reimbursements" means the
"CIB Interest Reimbursements" as defined in the Purchase Agreement.

CIB Loan Fees Reimbursement.  The term "CIB Loan Fees  Reimbursement"  means the
"CIB Loan Fees Reimbursement" as defined in the Purchase Agreement.

Income and Proceeds. The words "Income and Proceeds" mean all present and future
income,  proceeds,  earnings,  increases,  and  substitutions  from  or for  the
Collateral  of every  kind  and  nature,  including  without  limitation  of all
payments, interest, profits, distributions, benefits, rights, options, warrants,
dividends,  stock dividends,  stock splits, stock rights,  regulatory dividends,
subscriptions,  monies,  claims for money due and to become due, proceeds of any
insurance on the  Collateral,  shares of stock of different  par value or no par
value issued in  substitution or exchange for shares included in the Collateral,
and all other property GMP is entitled to receive on account of such Collateral,
including  accounts,   documents,   instruments,   chattel  paper,  and  general
intangibles.

Indebtedness.  The word "Indebtedness"  means the Post-Closing  Payment, the CIB
Interest Reimbursements, and the CIB Loan Fees Reimbursement owed by GMP to CGI,
and all  indebtedness of GMP evidenced by the Note,  including all principal and
accrued  interest,  together  with all other costs and expenses for which GMP is
responsible under this Agreement, the Purchase Agreement or the Note.

Note. The word "Note" means the Promissory Note dated September 4, 2002, made by
GMP and  payable to CGI in the  principal  amount  $470,000,  together  with all
renewals of, extensions of,  modifications of,  refinancings of,  consolidations
of, and substitutions for such Promissory Note.

Post-Closing  Payment.  The term "Post-Closing  Payment" means the "Post-Closing
Payment" as defined in the Purchase Agreement.

Purchase  Agreement.  The term "Purchase  Agreement" means that certain Purchase
Agreement  dated as of September 4, 2002, by and between CMP, CGI, SECO and John
Giura.

Related  Documents.  The words "Related  Documents"  mean all promissory  notes,
credit  agreements,  loan  agreements,   environmental  agreements,  guaranties,
security  agreements,  mortgages,  deeds of trust,  security  deeds,  collateral
mortgages, and all other instruments,  agreements and documents,  whether now or
hereafter existing, executed in connection with the Indebtedness.

GMP HAS READ AND  UNDERSTOOD  ALL THE  PROVISIONS  OF THIS PLEDGE  AGREEMENT AND
AGREES TO ITS TERMS, INTENDING TO BE LEGALLY BOUND HEREBY.

GMP, L.L.C.

By:/s/ John Giura
  _________________________
       John Giura

By:/s/ Jeff McKernan
   _________________________
     Jeff McKernan


By:/s/ Anthony Paganelli
   _________________________
         Anthony Paganelli



                                    EXHIBIT C

                       ACKNOWLEDGEMENT OF PLEDGE AGREEMENT


THIS  ACKNOWLEDGEMENT OF PLEDGE AGREEMENT dated as of September 4, 2002, is made
by and among GMP, L.L.C., an Indiana limited liability  corporation ("GMP"), CGI
HOLDING CORPORATION,  a Nevada corporation ("CGI"), and GERALD AND JANET WINTER,
individually  and  in  their  capacities  as  Tenants  by  the  entireties  (the
"Winters").

Reference  is  hereby  made to  that  certain  Purchase  Agreement  dated  as of
September 4, 2002, between GMP, CGI, Safe Environment Corp. of Indiana, and John
Giura (the "Purchase Agreement"), to that certain "Post-Closing Payment" payable
by GMP to CGI  pursuant  to  Section  1.1(c)  of  the  Purchase  Agreement  (the
"Post-Closing  Payment'), to those certain "CIB Interest Reimbursements" payable
by GMP to CGI  pursuant to Section  2.4(a) of the Purchase  Agreement  (the "CIB
Interest Reimbursements"), to that certain "CIB Loan Fees Reimbursement" payable
by GMP to CGI  pursuant to Section  2.4(b) of the Purchase  Agreement  (the "CIB
Loan Fees  Reimbursement"),  to that certain  Promissory Note dated September 4,
2002  made by GMP  payable  to CGI in the  principal  amount  of  $470,000  (the
"Note"),  and to that  certain  Pledge  Agreement  dated as of September 4, 2002
between GMP and CGI (the "Pledge Agreement").

1. As an  inducement  to CGI and GMP to enter into the Purchase  Agreement,  the
Winters hereby acknowledge, agree, represent, warrant and covenant as follows:

     (a) the Winters own an 80.1% voting interest in Acadian Builders, L.L.C., a
Missouri limited liability company ("Acadian"); and

     (b) the Winters  have orally  assigned  to Barry Ash  ("Ash"),  without the
consent of the other Member of Acadian (Chalet Homes,  Inc.),  one-half (50%) of
all distributions,  profits, fees, salaries,  commissions,  royalties,  property
sales  proceeds,  rents and other funds or  compensation  of any nature or value
whatsoever distributed, paid, transferred, assigned or otherwise allocated to or
for the benefit of the Winters or any person or entity (other than Chalet Homes,
Inc.) affiliated with or designated by them, directly or indirectly,  in any way
by,  from  or in  connection  with  Acadian  or in any  way  arising  from or in
connection with the Winters' "Membership Interest" (as that phrase is defined in
the Operating Agreement for Acadian) in Acadian or in any way arising from or in
connection with a sale of all or any portion of Acadian or any rights thereto or
therein (all such 50% payments are hereafter  referred to as the  "Payments" and
the right of Ash to receive all such 50% payments is hereinafter  referred to as
the "Interest");

     (c) CGI has  advised the Winters  prior to the date  hereof,  and it is the
Winters'  understanding,  that Ash has assigned all of Ash's  rights,  title and
interest in the Interest, including but not limited to the Payments, to CGI;

     (d) In reliance upon Section 1(c) above, the Winters have previously orally
agreed, and hereby restate and reaffirm,  their joint, legally binding agreement
and obligation to immediately pay over, or cause to be immediately paid over, to
CGI the Payments, except as otherwise provided in Section 3(d) below.

2. As an  inducement  to CGI to enter into the  Purchase  Agreement,  GMP hereby
acknowledges, agrees, represents, warrants and covenants as follows:

     (a)  pursuant to the Purchase  Agreement,  CGI has sold to GMP, and GMP has
purchased from CGI, the Interest;

     (b) pursuant to the Pledge Agreement,  GMP has pledged all of GMP's rights,
title  and  interest  in and  to the  Interest  to  CGI,  as  security  for  the
Post-Closing  Payment,  the  CIB  Interest  Reimbursements,  the CIB  Loan  Fees
Reimbursement, and the Note; and

     (c) in  support  of  such  pledge,  GMP  hereby  assigns  to CGI all of the
Payments, and GMP hereby irrevocably instructs and directs the Winters to pay or
cause to be paid  directly to CGI all of the  Payments,  until the  Post-Closing
Payment, the CIB Interest Reimbursements,  the CIB Loan Fees Reimbursement,  and
the Note are paid in full.

3. As an  inducement  to CGI to enter into the Purchase  Agreement,  the Winters
hereby acknowledge, agree, represent, warrant and covenant as follows:

     (a) the  Winters  have  been  advised  by CGI and GMP that CGI has sold the
Interest to GMP;

     (b) the  Winters  have been  advised  by CGI and GMP that  pursuant  to the
Pledge Agreement, GMP has pledged all of GMP's rights, title and interest in and
to the  Interest to CGI,  as  security  for the  Post-Closing  Payment,  the CIB
Interest Reimbursements, the CIB Loan Fees Reimbursement and the Note;

     (c) the  Winters  have been  advised by CGI and GMP that in support of such
pledge,  GMP has assigned to CGI all of the  Payments,  and GMP has  irrevocably
instructed  and directed the Winters to pay directly to CGI all of the Payments,
until the Post-Closing  Payment,  the CIB Interest  Reimbursement,  the CIB Loan
Fees Reimbursement, and the Note are paid in full; and

     (d) in accordance with the foregoing  instructions and directions from GMP,
the Winters shall pay directly to CGI all of the Payments, excepting only as may
be set forth in an Attachment hereto signed by the Winters,  by Gerard M. Jacobs
on behalf of CGI,  and by John  Giura on  behalf  of GMP,  unless  and until the
Winters have received  written notice from Gerard M. Jacobs,  as Chief Executive
Officer of CGI,  that GMP has satisfied  all of its payment  obligations  to CGI
including the Post-Closing  Payment,  the CIB Interest  Reimbursements,  the CIB
Loan Fees Reimbursement, and the Note.

In Witness  Whereof,  the parties have executed this  Acknowledgement  of Pledge
Agreement as of the date first  written  above,  intending  to be legally  bound
hereby.

GMP, L.L.C.                                     CGI HOLDING CORPORATION


By:/s/ John Giura
   ________________________                  By :/s/ Gerard M. Jacobs
                                                 ________________________
         John Giura                                 Gerard M. Jacobs


By:/s/ Anthony Paganelli                        /s/ Gerald Winter
   ________________________                  __________________________
         Anthony Paganelli               Gerald Winter, individually and in his
                                          capacity as Tenant by the entireties

By:/s/ Jeff McKernan                           /s/ Janet Winter
  ________________________                  __________________________
         Jeff McKernan                   Janet Winter, individually and in her
[{"type": "8-K", "sequence": "1", "filename": "cgi8kin.txt", "description": "DISPOSITION OF ASSETS", "secsgml_size_bytes": 74454}]
{"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": "02762337"}, "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: SEPTEMBER 10, 2002

                             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)

                 300 N. MANNHEIM ROAD, HILLSIDE, ILLINOIS 60162
   -------------------------------------------------------------------------

               (Address of principal executive offices) (zip code)

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

Item 2.  Acquisition or Disposition of Assets.

CGI Holding  Corporation (the "Company") sold 100% of the issued and outstanding
common  stock  of  Safe  Environment  Corp.  of  Indiana  ("SECO"),  an  Indiana
corporation,  to GMP, L.L.C. (the "Purchaser"),  effective September 1, 2002. In
the transaction: (a) all inter-company loans and receivables between the Company
and SECO were cancelled;  (b) the ownership of two installment notes totaling an
aggregate of $235,000 payable by two officers of SECO were assigned to SECO; (c)
in accordance  with certain  purchase  price  adjustments,  the Company owed the
Purchaser  $11,188.89 at the closing;  and (d) the Purchaser is obligated to pay
the Company $175,000 in cash on November 30, 2002.

CGI also sold its contractual interest in Acadian Builders,  LLC ("Acadian"),  a
Missouri limited liability  company,  to the Purchaser,  effective  September 1,
2002. In the transaction,  the Purchaser issued to the Company a Promissory Note
in the amount of $470,000,  payable in quarterly  installments during the period
from December 31, 2002 through December 31, 2005.

Also in the  transaction:  (i) the  Purchaser  acknowledged  and agreed that the
Company  owns  $200,000  currently  held in an Escrow  pursuant to that  certain
Escrow  Agreement dated April 30, 2002,  between SECO, as named  Principal,  and
Contract  Operations  Planning,  Inc., as Escrowee;  (ii) the Purchaser and SECO
agreed that until said  $200,000 is paid by said  Escrowee to the  Company,  the
Purchaser  and SECO shall pay the Company all of the interest due and payable by
the Company on $200,000 of the  principal of the  Company's  loan from CIB Bank;
and (iii) the  Purchaser and SECO shall pay 50% of all loan fees due and payable
by the Company on said loan from CIB Bank.

The payment obligations of the Purchaser and SECO are secured by a pledge by the
Purchaser of 100% of the issued and outstanding  common stock of SECO, and by an
assignment  by the  Purchaser of all of the payments to which the  Purchaser may
become entitled in regard to its contractual interest in Acadian.

The terms and conditions of the foregoing  agreements are more  particularly set
forth in the  Purchase  Agreement  dated as of  September  4, 2002,  between the
Purchaser, the Company, SECO and John Giura, attached hereto.

                               PURCHASE AGREEMENT

     THIS PURCHASE  AGREEMENT is dated as of September 4, 2002 (this  Agreement)
by  and  between  GMP,  L.L.C.,   an  Indiana  limited   liability   corporation
(Purchaser),  CGI Holding  Corporation,  a Nevada corporation  ("Seller"),  Safe
Environment Corp. of Indiana (the "Company"), and John Giura.

                              W I T N E S S E T H :

     WHEREAS, Seller is the record and beneficial owner of all of the issued and
outstanding shares of Common Stock (the "Stock) of the Company, and Seller has a
contractual  interest  (the  "Interest")  in Acadian  Builders,  LLC, a Missouri
limited liability company ("Acadian");

     WHEREAS,  Seller  desires to sell the Stock and the  Interest to  Purchaser
upon the terms and conditions set forth below, and Purchaser desires to purchase
the Stock and the Interest from Seller upon the terms and  conditions  set forth
below.

     NOW,  THEREFORE,  in consideration of the mutual benefits to be derived and
the  representations  and warranties,  conditions and promises herein contained,
and  intending to be legally bound  hereby,  the parties  hereto hereby agree as
follows:

                                    ARTICLE 1
                  SALES AND PURCHASES; SECURITY; EFFECTIVE DATE

     1.1 Sale and  Purchase of the Stock.  At the  Closing,  Seller  shall sell,
transfer,  assign and deliver  unto  Purchaser  and its  successors  and assigns
forever,  and  Purchaser  shall  purchase,  all of  Seller's  rights,  title and
interest in the Stock, for the following purchase price paid as follows:

(a) At the Closing,  all inter-company  loans and receivables between Seller and
the Company shall be cancelled;

(b) At the Closing, the ownership of those certain Installment Notes totaling an
aggregate of $235,000  payable by two officers of the Company  shall be assigned
and transferred by Seller to the Company;

(c) At the  Closing,  Purchaser  shall pay Seller an amount (the  "Closing  Date
Payment") by cash,  certified  check or wire  transferred  funds,  calculated as
follows: (i) Seventy-Five  Thousand Dollars ($75,000),  minus (ii) the aggregate
amount of all funds  transferred  from the  Company to Seller  during the period
between June 10, 2002 and the Closing  ("Paydowns by the  Company"),  plus (iii)
one-half  (50%) of the aggregate  interest  ("Interest on the CIB Note") paid by
Seller to CIB Marine Capital LLC during the period between June 10, 2002 and the
Closing,  pursuant to that certain  Promissory Note dated April 29, 2002, in the
original principal amount of $400,000 (the "CIB Note"); and

(d) On or before  November  30,  2002,  Purchaser  shall pay Seller One  Hundred
Seventy-Five  Thousand Dollars ($175,000),  payable by cash,  certified check or
wire transferred funds (the "Post-Closing Payment").

1.2 Sale and  Purchase  of the  Interest.  At the  Closing,  Seller  shall sell,
transfer,  assign and deliver  unto  Purchaser  and its  successors  and assigns
forever,  and  Purchaser  shall  purchase,  all of  Seller's  rights,  title and
interest in the Interest,  for a purchase price of Four Hundred Seventy Thousand
Dollars ($470,000), payable by Promissory Note in the form of Exhibit A attached
hereto and hereby made a part hereof (the 'Note").

1.3 Security.  At the Closing,  Purchaser  shall pledge and assign the Stock and
the  Interest  to Seller,  as  security  for the full and timely  payment of the
Post-Closing Payment, the CIB Interest  Reimbursements  (defined below), the CIB
Loan Fees  Reimbursement  (defined  below),  and the Note,  pursuant to a Pledge
Agreement in the form of Exhibit B attached hereto and hereby made a part hereof
(the "Pledge Agreement")

1.4  Effective  Date.  Seller  and  Purchaser  hereby  agree  that the sales and
purchases  of the  Stock  and of the  Interest  hereunder  shall be deemed to be
effective as of 12:01 AM on September 1, 2002.

                                    ARTICLE 2
                          ASSIGNMENT OF ESCROW PROCEEDS

2.1 The Escrow.  Reference is hereby made to that certain Escrow  Agreement (the
"Escrow  Agreement")  dated  April  30,  2002  between  the  Company,  as  named
Principal, and Contract Operations Planning, Inc., as Escrowee (the "Escrowee"),
and to that certain Escrow (the "Escrow") established thereunder.

2.2  Acknowledgement of $200,000 Owed to Seller.  Purchaser hereby  acknowledges
and agrees that Two Hundred Thousand Dollars ($200,000) of the funds held by the
Escrowee in the Escrow is owned by and owed to Seller.

2.3 Payment of $200,000 to Seller Out of the Escrow. Reference is hereby made to
that certain letter agreement dated August 6, 2002 between the Company, as named
Principal,  the Escrowee  and Seller,  pursuant to which  letter  agreement  the
Escrowee  will  disburse  $200,000  from  the  Escrow  to  Seller,  prior to any
distribution  by the  Escrowee  from the Escrow to the  Company  (the  "$200,000
Payment Out of the Escrow").  The Company  hereby  acknowledges  and agrees that
said letter agreement shall remain in full force and effect  notwithstanding the
execution of this Agreement.

2.4 Payment of Interest on the CIB Note. The Company and Purchaser  hereby agree
that during the period from the Closing  until the date that Seller has received
the full $200,000  Payment Out of the Escrow (the "Date of Full $200,000 Payment
Out of the Escrow"):

     (a) the Company and Purchaser  shall pay Seller,  in immediately  available
funds  delivered by the Company and  Purchaser to Seller on the due date of each
payment of Interest on the CIB Note,  an amount  sufficient  to pay all interest
due and  payable on  $200,000 of the  principal  of the CIB Note ("CIB  Interest
Reimbursements");

     (b) the Company and Purchaser  shall pay Seller,  in immediately  available
funds  delivered by the Company and  Purchaser to Seller on the date of maturity
of the CIB  Note,  or on such  earlier  date  as the CIB  Note is paid in  full,
one-half  (50%) of all loan fees then due and  payable on the CIB Note (the "CIB
Loan Fees Reimbursement"); and

     (c) if the Date of Full $200,000 Payment Out of the Escrow has not occurred
by April 29, 2003, then Seller, the Company, Purchaser and John Giura each shall
take all such actions as shall be needed to ensure that the maturity date of the
CIB Note is extended at least until the Date of Full $200,000 Payment Out of the
Escrow.

                                    ARTICLE 3
                    REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser as follows:

3.1 Organization.  Seller is a duly organized corporation,  validly existing and
in good  standing  under the laws of the State of Nevada and has full  corporate
power and authority to perform this Agreement.

3.2  Authorization.  The execution and delivery of this  Agreement by Seller and
the  performance of its  obligations  hereunder have been duly authorized by the
directors  of Seller  and no other  corporate  action or  approval  by Seller is
necessary  for the  execution,  delivery or  performance  of this  Agreement  by
Seller.

3.3  No  Finders  or  Brokers.  Seller  has  not  entered  into  any  agreement,
arrangement  or  understanding  with  any  person  which  could  result  in  the
obligation  to pay any  finder's  fee,  brokerage  commission,  advisory  fee or
similar  payment  in  connection   with  this  Agreement  or  the   transactions
contemplated hereby.

3.4 No Registration.  Neither the sale of the Stock nor the sale of the Interest
has been registered under any federal or state securities or blue sky laws.

EXCEPT FOR THE  REPRESENTATIONS  AND WARRANTIES  EXPRESSLY SET FORTH IN SECTIONS
3.1, 3.2, 3.3 AND 3.4 ABOVE, SELLER MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS,
WARRANTIES OR COVENANTS OF ANY KIND OR NATURE WHATSOEVER REGARDING: THE COMPANY;
THE STOCK;  THE  COMPANY'S  MANAGEMENT,  ASSETS,  LIABILITIES  OR BUSINESS;  THE
COMPANY'S  FINANCIAL  RESULTS OR PROSPECTS;  ACADIAN;  THE  INTEREST;  ACADIAN'S
MANAGEMENT,  ASSETS,  LIABILITIES OR BUSINESS;  ACADIAN'S  FINANCIAL  RESULTS OR
PROSPECTS; OR ANY OTHER MATTER CONCERNING THE COMPANY OR ACADIAN.

THE STOCK AND THE INTEREST ARE BEING SOLD ON AN "AS IS, WHERE IS, BUYER  BEWARE"
BASIS.   THE   RESPONSIBILITY   FOR  ANY  AND  ALL  SO-CALLED  "DUE   DILIGENCE"
INVESTIGATION  OF THE COMPANY,  THE STOCK,  ACADIAN AND THE INTEREST IS ENTIRELY
UPON PURCHASER .

                                    ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Seller as follows:

4.1  Organization.  Purchaser is a duly  organized  limited  liability  company,
validly existing and in good standing under the laws of the State of Indiana and
has full corporate power and authority to perform this  Agreement,  the Note and
the Pledge Agreement.

4.2  Authorization.  The execution and delivery of this Agreement,  the Note and
the  Pledge  Agreement  by  Purchaser  and the  performance  of its  obligations
hereunder and thereunder  have been duly  authorized by the members of Purchaser
and no other action or approval by Purchaser  is  necessary  for the  execution,
delivery or performance of this Agreement,  the Note and the Pledge Agreement by
Purchaser.

4.3 No  Finders  or  Brokers.  Purchaser  has not  entered  into any  agreement,
arrangement  or  understanding  with  any  person  which  could  result  in  the
obligation  to pay any  finder's  fee,  brokerage  commission,  advisory  fee or
similar  payment  in  connection   with  this  Agreement  or  the   transactions
contemplated hereby.

4.4 No Registration.  Neither the sale of the Stock nor the sale of the Interest
has been registered under any federal or state securities or blue sky laws.

4.5  Investment  Intent.  Purchaser is acquiring  the Stock and the Interest for
investment purposes,  and not with a view to the resale or distribution thereof;
Purchaser  has the knowledge  and  sophistication  to evaluate a purchase of the
Stock and the Interest;  the Chairman of Seller and the President of the Company
are  members  of  Purchaser,  and  have had  unlimited  access  to all  material
information  regarding  the Stock and the  Interest,  and without  limiting  the
foregoing Purchaser has had access to all information  regarding Company and the
Interest that  Purchaser has requested and has had the unlimited  opportunity to
ask questions regarding the financial,  business, legal and other aspects of the
Company  and the  Interest  and such other  matters  that  Purchaser  has deemed
material to its investment decision; and Purchaser will not dispose of the Stock
or the  Interest  without  compliance  with all  applicable  federal  and  state
securities laws.

4.6 EXCLUSION OF WARRANTIES.  PURCHASER  EXPRESSLY  ACKNOWLEDGES AND AGREES THAT
EXCEPT FOR THE  REPRESENTATIONS  AND WARRANTIES  EXPRESSLY SET FORTH IN SECTIONS
3.1,   3.2,  3.3  AND  3.4  ABOVE,   SELLER  HAS  MADE  NO  EXPRESS  OR  IMPLIED
REPRESENTATIONS,  WARRANTIES  OR  COVENANTS  OF ANY  KIND OR  NATURE  WHATSOEVER
REGARDING: THE COMPANY; THE STOCK; THE COMPANY'S MANAGEMENT, ASSETS, LIABILITIES
OR  BUSINESS;  THE  COMPANY'S  FINANCIAL  RESULTS  OR  PROSPECTS;  ACADIAN;  THE
INTEREST;  ACADIAN'S  MANAGEMENT,  ASSETS,  LIABILITIES  OR BUSINESS;  ACADIAN'S
FINANCIAL  RESULTS OR PROSPECTS;  OR ANY OTHER MATTER  CONCERNING THE COMPANY OR
ACADIAN.

4.7  SALE  ON "AS  IS,  WHERE  IS,  BUYER  BEWARE"  BASIS.  PURCHASER  EXPRESSLY
ACKNOWLEDGES AND AGREES THAT THE STOCK AND THE INTEREST ARE BEING SOLD ON AN "AS
IS, WHERE IS, BUYER BEWARE" BASIS, AND THAT THE  RESPONSIBILITY  FOR ANY AND ALL
SO-CALLED "DUE DILIGENCE"  INVESTIGATION OF THE COMPANY,  THE STOCK, ACADIAN AND
THE INTEREST IS ENTIRELY UPON PURCHASER .

4.8 WAIVER OF CONFLICTS OF INTEREST. PURCHASER EXPRESSLY ACKNOWLEDGES AND AGREES
THAT  JOHN  GIURA IS  CURRENTLY  BOTH THE  CHAIRMAN  OF  SELLER  AND A MEMBER OF
PURCHASER, THAT ANTHONY PAGANELLI IS CURRENTLY BOTH THE PRESIDENT OF THE COMPANY
AND A MEMBER OF PURCHASER,  AND THAT JEFF MCKERNAN IS CURRENTLY BOTH AN EMPLOYEE
OF THE COMPANY AND A MEMBER OF PURCHASER.  PURCHASER EXPRESSLY  ACKNOWLEDGES AND
AGREES THAT IN SPITE OF THESE  CONFLICTS OF INTEREST,  PURCHASER  WAIVES ANY AND
ALL CLAIMS AND AGAINST SELLER, JOHN GIURA, ANTHONY PAGANELLI OR JEFF MCKERNAN IN
THE EVENT ANY  PROVISIONS OF THIS  AGREEMENT,  THE NOTE OR THE PLEDGE  AGREEMENT
FAVOR SELLER OVER  PURCHASER,  OR IF ANY  PROVISIONS  FAVORABLE TO PURCHASER ARE
OMITTED FROM THIS AGREEMENT, THE NOTE OR THE PLEDGE AGREEMENT.

                                    ARTICLE 5
                                    COVENANTS

5.1  Pre-Closing  Operation of the Company.  Prior to the Closing,  Seller shall
cause the Company to be operated in the ordinary course of business,  other than
in regard to Paydowns by the Company.

5.2 Post-Closing Access by Seller. After the Closing,  Purchaser shall cause the
Company to cooperate with Seller to the extent  reasonably  requested by Seller,
and to make available to Seller and its  accountants  all financial,  insurance,
tax and other information  (including reasonable access to books and records) of
the Company with respect to any fiscal period of the Company  ending on or prior
to the Closing  Date to the extent  requested  by Seller or its  accountants  in
connection with any audit or other investigation by any taxing authority,  or in
connection  with the  preparation by Seller or its  accountants of quarterly and
annual SEC  filings,  tax  returns or any other  reports or  submissions  to any
governmental  entity  required to be made by Seller.  Purchaser  shall cause the
Company to preserve all such  information,  including  without  limitation,  the
books and records of the  Company,  for at least six (6) years after the Closing
Date.

5.3 Further Deliveries. Seller and Purchaser each shall sign and deliver any and
all other documents and agreements as are reasonably required in order to effect
the transactions contemplated hereby.

                                    ARTICLE 6
                              CONDITIONS OF CLOSING

6.1  Conditions  of  Obligations  of Purchaser.  The  obligation of Purchaser to
consummate the purchase of the Stock and the Interest pursuant to this Agreement
is subject to the satisfaction of the following conditions,  any of which may be
waived by Purchaser:

     (a)  Representations  and  Warranties;   Performance  of  Obligations.  The
representations  and  warranties  of Seller set forth in Article 3 hereof and in
all agreements, documents and instruments executed and delivered pursuant hereto
or in connection with the Closing shall have been and be true and correct in all
material  respects as of the date  hereof and as of the  Closing  Date as though
made on and as of the Closing Date.  Seller shall have performed in all material
respects  the  agreements  and  obligations  necessary to be performed by Seller
under this Agreement prior to the Closing Date.

     (b) No Injunction.  No  preliminary  or permanent  injunction or order that
would prohibit or restrain the  consummation  of the  transactions  contemplated
hereunder  shall be in effect and no  governmental  entity or other person shall
have  commenced or  threatened  to commence an action or  proceeding  seeking to
enjoin the  consummation  of such  transactions  or to impose  liability  on the
parties hereto in connection therewith.

     (c) Deliveries. Purchaser shall have received:

     (i)  certificate(s)  representing  the Stock  accompanied  by duly executed
stock powers.

6.2 Conditions of Obligations of Seller. The obligations of Seller to consummate
the sale and purchase  under this Agreement are subject to the  satisfaction  of
the following conditions, each of which may be waived by Seller:

     (a)  Representations  and  Warranties;   Performance  of  Obligations.  The
representations and warranties of Purchaser set forth in Article-4 hereof and in
all agreements, documents and instruments executed and delivered pursuant hereto
or in connection with the Closing shall have been and be true and correct in all
material  respects as of the date  hereof and as of the  Closing  Date as though
made on and as of the  Closing  Date.  Purchaser  shall  have  performed  in all
material respects the agreements and obligations necessary to be performed by it
under this Agreement prior to the Closing Date.

     (b) No Injunction.  No  preliminary  or permanent  injunction or order that
would prohibit or restrain the  consummation  of the  transactions  contemplated
hereunder  shall be in effect and no  governmental  entity or other person shall
have  commenced or  threatened  to commence an action or  proceeding  seeking to
enjoin the  consummation  of such  transactions  or to impose  liability  on the
parties hereto in connection therewith.

     (c) Deliveries. Seller shall have received:

     (i) the Closing Date Payment;

     (ii) the executed Note (Exhibit A);

     (iii) the executed Pledge Agreement (Exhibit B);

     (iv)  certificate(s)  representing  the Stock  accompanied by duly executed
stock powers; and

     (v) the executed Acknowledgement of Pledge Agreement (Exhibit C).

                                    ARTICLE 7
                    CLOSING DATE AND TERMINATION OF AGREEMENT

7.1 Closing Date.  The closing for the  consummation  of the purchases and sales
contemplated by this Agreement (the Closing) shall, unless another date or place
is agreed to in  writing by Seller and  Purchaser,  take place at the  corporate
offices of Seller at 300 N. Mannheim Road,  Hillside,  Illinois on the date (the
Closing  Date) on which each  condition  set forth in  Article-6 is satisfied or
waived.

7.2 Termination of Agreement.  This Agreement may be terminated and abandoned at
any time prior to the Closing Date:

     (a) By mutual consent of Purchaser and Seller; or

     (b) By Purchaser or Seller if the Closing for any reason  whatsoever  shall
not have been consummated by 5:00 PM Chicago time on September 30, 2002.

7.3 Effect of  Termination.  In the event of  termination  of this  Agreement as
provided in  Section-7.2  above,  notice  thereof shall be promptly given by the
terminating  party to the other  parties and  thereafter  this  Agreement  shall
forthwith become void, and there shall be no liability or obligation on the part
of Purchaser or Seller whatsoever.

                                    ARTICLE 8
                                 INDEMNIFICATION

8.1  Indemnification  by  Seller.  Subject to Section  8.3 below,  Seller  shall
indemnify Purchaser against, and hold Purchaser harmless from, any and all loss,
damage, liability,  payment, and obligation, and all expenses, including without
limitation  reasonable legal fees  (collectively  Losses),  incurred,  suffered,
sustained or required to be paid,  directly or  indirectly,  by, or sought to be
imposed upon,  Purchaser  after the Closing Date resulting  from,  related to or
arising  out of  any  inaccuracy  in or  breach  of any of the  representations,
warranties or covenants  made by Seller in this  Agreement or in any  agreement,
document or instrument  executed and delivered  pursuant hereto or in connection
with the Closing of the transactions contemplated hereunder.

8.2 Indemnification by Purchaser.  Subject to Section-8.3 below, Purchaser shall
indemnify  Seller  against,  and hold Seller  harmless  from, any and all Losses
incurred, suffered, sustained or required to be paid, directly or indirectly, by
or sought to be imposed upon,  Seller resulting from,  related to or arising out
of any  inaccuracy  in or breach of any of the  representations,  warranties  or
covenants made by Purchaser in this  Agreement or in any agreement,  document or
instrument  executed and delivered  pursuant  hereto or in  connection  with the
Closing of the transactions contemplated hereunder.

8.3  Survival  of  Representations  and  Warranties.   All  representations  and
warranties  contained  herein or made pursuant  hereto shall survive the Closing
hereunder until the third anniversary of the Closing Date. The expiration of any
representation and warranty shall not affect any claim for indemnification  made
prior to the date of such expiration.

                                    ARTICLE 9
                                  MISCELLANEOUS

9.1 Miscellaneous. This Agreement shall be binding upon, inure to the benefit of
and be  enforceable  by and  against  the  parties  hereto and their  respective
successors and permitted assigns.  This Agreement shall not be assignable by any
party without the written  consent of the other  parties and any such  purported
assignment  by any party  without  such  consent  shall be void.  No  amendment,
supplement, change or waiver of any term or condition of this Agreement shall be
effective unless in writing signed by all of the parties. A waiver of any breach
or failure to enforce any of the terms or conditions of this Agreement shall not
in any way  affect,  limit or waive a party's  rights  hereunder  at any time to
enforce  strict  compliance  thereafter  with  every term or  condition  of this
Agreement.  Seller  and  Purchaser  each shall bear its own legal fees and other
costs and expenses  with respect to the  negotiation,  execution and delivery of
this Agreement and the consummation of the transactions  hereunder. In the event
that any one or more of the other provisions  contained in this Agreement or any
application  thereof shall be invalid,  illegal or unenforceable in any respect,
the validity,  legality or  enforceability  of the remaining  provisions of this
Agreement and any other application  thereof shall not in any way be affected or
impaired thereby; provided,  however, that to the extent permitted by applicable
law, any invalid,  illegal, or unenforceable provision may be considered for the
purpose of  determining  the intent of the parties in connection  with the other
provisions of this Agreement. This Agreement, which includes the Exhibits hereto
and the other  documents,  agreements  and  instruments  executed and  delivered
pursuant to this  Agreement,  contain the entire  agreement  between the parties
hereto with  respect to the  transactions  contemplated  by this  Agreement  and
supersede all prior  negotiations,  arrangements or understandings  with respect
thereto,  and  there  are  no  representations,  warranties,  understandings  or
agreements  with  respect to the sale and purchase of the Stock and the Interest
other than those expressly set forth in this Agreement. The descriptive headings
of this Agreement are for  convenience  only and shall not control or affect the
meaning or construction of any provision of this Agreement.

9.2 Notices. All notices or other communications which are required or permitted
hereunder shall be in writing and sufficient if (a) delivered  personally or (b)
sent by registered or certified mail, postage prepaid,  or (c) sent by overnight
courier with a nationally  recognized courier, or (d) via facsimile confirmed in
writing in any of the foregoing manners, as follows:

                           If to Seller:             Gerard M. Jacobs
                                                     c/o CGI Holding Corporation
                                                     300 N. Mannheim Road
                                                     Hillside, Illinois  60612
                                                     Facsimile:  (708) 547-0426

                           If to Purchaser: John Giura
                                                     c/o CGI Holding Corporation
                                                     300 N. Mannheim Road
                                                     Hillside, Illinois  60612
                                                     Facsimile:  (708) 544-5151

If sent by mail,  notice shall be  considered  delivered  five (5) business days
after  the date of  mailing,  and if sent by any other  means  set forth  above,
notice shall be  considered  delivered  upon receipt  thereof.  Any party may by
notice  to the  other  parties  change  the  address  to which  notice  or other
communications to it are to be delivered or mailed.

9.3  Governing  Law.  This  Agreement  shall be  governed by and  construed  and
interpreted according to the internal laws of the State of Illinois,  determined
without  regard  to  conflicts  of law  principles.  Any  action,  suit or other
proceeding  initiated by Seller or Purchaser against any other party under or in
connection  with this  Agreement may be brought in any Federal or state court in
the State of Illinois,  as the party  bringing  such action,  suit or proceeding
shall elect,  having  jurisdiction  over the subject matter thereof.  Seller and
Purchaser  hereby submit  themselves to the  jurisdiction  of any such court and
agree that service of process on them in any such action, suit or proceeding may
be  effected  by the  means by which  notices  are to be given to it under  this
Agreement.

9.4 Third Party Rights.  Notwithstanding  any other provision of this Agreement,
this Agreement  shall not create benefits on behalf of any member or employee of
Purchaser  or any other  person  (including  without  limitation  any  broker or
finder),  and this  Agreement  shall be  effective  only as between  the parties
hereto, their successors and permitted assigns.

9.5 Public  Announcements.  Purchaser shall not make any public  statements with
respect to the transactions contemplated by this Agreement, except to the extent
that  Purchaser  is  advised in writing by  counsel,  in good  faith,  that such
release or statement is required as a matter of law.

9.6 Counterparts.  This Agreement may be executed in any number of counterparts,
and each such counterpart  hereof shall be deemed to be an original  instrument,
but all such counterparts together shall constitute but one agreement. Facsimile
signatures shall be treated as if they were originals.

IN WITNESS  WHEREOF,  the undersigned have executed and delivered this Agreement
as of the date first above written, intending to be legally bound hereby.

                                              CGI HOLDING CORPORATION

                                              By:/s/ Gerard M. Jacobs
                                                    _______________________
                                                     Gerard M. Jacobs

                                              GMP, L.L.C.

                                              By:/s/ John Giura
                                                 ________________________
                                                      John Giura

                                              By:/s/ Anthony Paganelli
                                                ________________________
                                                    Anthony Paganelli

                                              By:/s/ Jeff McKernan
                                                ________________________
                                                     Jeff McKernan

                                              SAFE ENVIRONMENT CORP. OF INDIANA

                                              By:/s/ Anthony Paganelli
                                                ________________________
                                                     Anthony Paganelli

                                                /s/  John Giura
                                                __________________________
                                         JOHN GIURA, in his individual capacity

List of Exhibits:

A - Promissory Note
B - Pledge Agreement
C - Acknowledgement of Pledge Agreement

                                    EXHIBIT A

                                 PROMISSORY NOTE

Principal Amount: $470,000

Date of Promissory Note:  September 4, 2002

PROMISE TO PAY. The  undersigned,  GMP,  L.L.C.,  an Indiana  limited  liability
company  ("GMP"),  for value  received,  hereby  promises  to pay to CGI HOLDING
CORPORATION  ("CGI"), or order, in lawful money of the United States of America,
the  principal  amount of FOUR  HUNDRED  SEVENTY  THOUSAND  DOLLARS  ($470,000),
together  with  interest on the unpaid  principal  balance from the date of this
Promissory  Note until paid in full,  at the rate of Zero Percent (0%) per annum
from the date hereof  through  December 31, 2003, and at the rate of Six Percent
(6%) per annum from January 1, 2004 until paid in full.

PAYMENT.  GMP will pay this  Promissory  Note in  accordance  with the following
schedule of principal payments due, plus all accrued interest not yet paid:

  Payment Date              Principal Payment Due      Remaining Principal Owed

  12/31/2002                         $35,000                    $435,000

  3/31/2003                          $35,000                    $400,000
  6/30/2003                          $35,000                    $365,000
  9/30/2003                          $35,000                    $330,000
  12/31/2003                         $35,000                    $295,000

  3/31/2004                          $35,000                    $260,000
  6/30/2004                          $35,000                    $225,000
  9/30/2004                          $35,000                    $190,000
 12/31/2004                         $35,000                    $155,000

  3/31/2005                          $35,000                    $120,000
  6/30/2005                          $35,000                    $  85,000
  9/30/2005                          $35,000                    $  50,000
 12/31/2005                         $50,000                    $           0

Unless otherwise agreed or required by applicable law,  payments will be applied
first to accrued unpaid interest, then to principal.  GMP will pay CGI at 300 N.
Mannheim  Road,  Hillside,  Illinois  60162,  or at such  other  place as may be
designated by CGI from time to time in writing.

PREPAYMENT.  GMP may pay  without  penalty  all or a portion of the amount  owed
earlier than it is due.  Early  payments  will not,  unless  agreed to by CGI in
writing,  relieve GMP of GMP's obligation to continue to make payments under the
payment schedule.  Rather, early payments will reduce the principal balance due.
GMP agrees not to send CGI payments marked "paid in full",  "without  recourse",
or similar  language.  If GMP sends  such a  payment,  CGI may accept it without
losing any of CGI's  rights  under this  Promissory  Note,  and GMP will  remain
obligated to pay any further amount owed to CGI.

INTEREST  AFTER  DEFAULT.  Upon  default,  including  failure  to pay upon final
maturity,  CGI, at its option,  may, if permitted under applicable law, increase
the interest rate on this  Promissory Note to a rate of twelve percent (12%) per
annum, but not in excess of the maximum rate permitted by applicable law.

DEFAULT.  GMP,  Safe  Environment  Corp.  of  Indiana,  an  Indiana  corporation
("SECO"), John Giura and Acadian Builders,  L.L.C., a Missouri limited liability
company,  hereinafter  are each  referred to as a "GMP  Affiliate".  Each of the
following  shall  constitute an event of default ("Event of Default") under this
Promissory Note:

Payment Default: Any GMP Affiliate fails to make any payment when due under this
Promissory Note or under that certain  Purchase  Agreement dated as of September
4, 2002, between GMP, CGI, SECO and John Giura (the "Purchase  Agreement"),  and
such default continues for a period of five (5) days after notice from CGI.

Other  Defaults:  Any GMP Affiliate fails to comply with or to perform any other
term, obligation,  covenant or condition contained in this Promissory Note or in
the Purchase  Agreement,  and such default continues for a period of thirty (30)
days after notice from CGI.

Default in Favor of Third  Parties.  Any GMP Affiliate  defaults under any loan,
extension of credit,  security  agreement,  purchase or sales agreement,  or any
other  agreement,  in favor of any other  creditor or person that may materially
affect any GMP  Affiliate's  property,  GMP's  ability to repay this  Promissory
Note,  or any GMP  Affiliate's  ability to  perform  its  obligations  under the
Purchase  Agreement or any related  document,  and such default  continues for a
period of thirty (30) days after notice from CGI.

False Statements.  Any representation,  warranty,  covenant or statement made or
furnished to CGI by any GMP Affiliate under this Promissory Note or the Purchase
Agreement is false or misleading in any material  respect,  either now or at the
time made or furnished or becomes false or misleading at any time thereafter.

Dissolution or Insolvency. The dissolution or termination of any GMP Affiliate's
existence  as a  going  business,  the  insolvency  of any  GMP  Affiliate,  the
appointment  of a receiver  for any part of any GMP  Affiliate's  property,  any
assignment  for the  benefit  of  creditors  by any GMP  Affiliate,  any type of
creditor  workout  involving  any  GMP  Affiliate,  or the  commencement  of any
proceeding  under  any  bankruptcy  or  insolvency  laws by or  against  any GMP
Affiliate.

Creditor or Forfeiture  Proceedings.  Commencement  of foreclosure or forfeiture
proceedings,  whether by judicial  proceeding,  self-help,  repossession  or any
other method, by any creditor of any GMP Affiliate or by any governmental agency
against any assets of any GMP Affiliate.

DEFAULT  RIGHTS.  Upon  default,  CGI may  declare the entire  unpaid  principal
balance of this Promissory Note and all accrued  interest  immediately  due, and
then GMP will pay that amount.

ATTORNEY'S FEES; EXPENSES. CGI may hire or pay someone else to help collect this
Promissory  Note if GMP  defaults,  and GMP shall pay the  reasonable  costs and
expenses  of  such  collection.  This  includes,  subject  to any  limits  under
applicable law, CGI's  attorneys' fees and CGI's legal expenses,  whether or not
there  is  a  lawsuit,   including  attorneys'  fees,  expenses  for  bankruptcy
proceedings  (including  efforts  to  modify  or vacate  any  automatic  stay or
injunction), and appeals. If not prohibited by applicable law, GMP will also pay
any court costs, in addition to all other sums provided by law.

JURY WAIVER. CGI AND GMP HEREBY WAIVE THE RIGHT TO ANY JURY TRIAL IN ANY ACTION,
PROCEEDING, OR COUNTERCLAIM BROUGHT BY EITHER CGI OR GMP AGAINST THE OTHER.

GOVERNING LAW. THIS PROMISSORY NOTE WILL BE GOVERNED BY,  CONSTRUED AND ENFORCED
IN  ACCORDANCE  WITH  FEDERAL  LAW AND THE LAWS OF THE STATE OF  ILLINOIS.  THIS
PROMISSORY NOTE HAS BEEN ACCEPTED BY CGI IN THE STATE OF ILLINOIS.

CHOICE OF VENUE. If there is a lawsuit,  GMP agrees upon CGI's request to submit
to the jurisdiction of the courts of Cook County, State of Illinois.

CONFESSION  OF JUDGEMENT.  GMP hereby  irrevocably  authorizes  and empowers any
attorney-at-law to appear in any court of record and to confess judgment against
GMP for the unpaid amount of this  Promissory  Note as evidenced by an affidavit
signed by an officer of CGI setting forth the amount then due,  attorneys'  fees
plus costs of suit,  and to release all errors,  and waive all rights of appeal.
If a copy of this  Promissory  Note,  verified by an affidavit,  shall have been
filed in the  proceeding,  it will not be  necessary  to file the  original as a
warrant  of  attorney.  GMP waives  the right to any stay of  execution  and the
benefit of all exemption laws now or hereafter in effect.  No single exercise of
the  foregoing  warrant and power to confess  judgment will be deemed to exhaust
the  power,  whether or not any such  exercise  shall be held by any court to be
invalid,  voidable, or void; but the power will continue undiminished and may be
exercised  from time to time as CGI may elect  until all  amounts  owing on this
Promissory  Note have been paid in full.  GMP hereby waives and releases any and
all claims or causes of action which GMP might have against any attorney  acting
under the terms of  authority  which GMP has  granted  herein  arising out of or
connected with the confession of judgement hereunder.

SUCCESSOR  INTERESTS.  The terms of this  Promissory  Note shall be binding upon
GMP, and upon GMP's  successors  and assigns,  and shall inure to the benefit of
CGI and its successors and assigns.

GENERAL  PROVISIONS.  CGI may  delay or forgo  enforcing  any of its  rights  or
remedies  under this  Promissory  Note without  losing them.  GMP, to the extent
allowed by law,  waives  diligence,  presentment,  demand for payment,  protest,
notice of dishonor,  and notice of every other kind  whatsoever.  The failure of
CGI to exercise any of its rights hereunder in any particular instance shall not
constitute a waiver of the same or of any other right in that or any  subsequent
instance.  CGI shall not,  by any act of omission  or  commission,  be deemed to
waive any of its rights or remedies  hereunder or in connection  herewith unless
such waiver  shall be in writing and signed by CGI,  and then only to the extent
specifically set forth therein.  A waiver of one event shall not be construed as
continuing  or as a bar to or a waiver  of such  right or  remedy in regard to a
subsequent  event.  GMP hereby  represents  and warrants to CGI that the amounts
owed  under  this  Promissory  Note  have  been and  will be used  for  business
purposes.

PRIOR TO  SIGNING  THIS  PROMISSORY  NOTE,  GMP READ AND  UNDERSTOOD  ALL OF THE
PROVISIONS OF THIS  PROMISSORY  NOTE.  GMP HEREBY AGREES TO EACH OF THE TERMS OF
THIS PROMISSORY NOTE, INTENDING TO BE LEGALLY BOUND HEREBY.

GMP HEREBY ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.

GMP, L.L.C.

By:/s/ John Giura
  _________________________
       John Giura

By:/s/ Jeff McKernan
   _________________________
     Jeff McKernan

By:/s/ Anthony Paganelli
   _________________________
         Anthony Paganelli

                                    EXHIBIT B

                                PLEDGE AGREEMENT

THIS PLEDGE  AGREEMENT (this  "Agreement")  dated as of September 4, 2002, is by
and between GMP, L.L.C., an Indiana limited  liability company ("GMP"),  and CGI
HOLDING CORPORATION, a Nevada corporation ("CGI").

GRANT OF SECURITY INTEREST. For valuable consideration, GMP hereby grants to CGI
a security interest in the Collateral to secure the Indebtedness and agrees that
CGI  shall  have  the  rights  stated  in this  Agreement  with  respect  to the
Collateral, in addition to all other rights which CGI may have by law.

COLLATERAL  DESCRIPTION.  The word  "Collateral" as used in this Agreement means
GMP's present and future rights, title and interest in and to, together with any
and all  present  and future  additions  thereto,  substitutions  therefor,  and
replacements thereof,  together with any and all present and future certificates
and/or instruments evidencing any stock and further together with all Income and
Proceeds as described herein:

7,500 shares of common stock of Safe  Environment  Corp. of Indiana,  an Indiana
corporation

                           and

All of GMP's rights, title and interest in and to Acadian Builders, L.L.C.

GMP'S  WAIVERS AND  RESPONSIBILITIES.  Except as otherwise  required  under this
Agreement or by  applicable  law: GMP waives any defenses that may arise because
of any action or inaction of CGI,  including  without  limitation any failure of
CGI to realize upon the  Collateral  or any delay by CGI in  realizing  upon the
Collateral;  and GMP agrees to remain liable for the full and timely payments of
the Post-Closing  Payment, of the CIB Interest  Reimbursements,  of the CIB Loan
Fees Reimbursement,  and of the Note no matter what action CGI takes or fails to
take under this Agreement.

GMP'S REPRESENTATIONS AND WARRANTIES.  GMP hereby represents and warrants to CGI
that:  (A)-this Agreement is executed at GMP's request and not at the request of
CGI;  (B)-GMP  has the full  right,  power  and  authority  to enter  into  this
Agreement and to pledge the Collateral to CGI.

GMP'S  WAIVERS.  GMP hereby waives all  requirements  of  presentment,  protest,
demand,  and notice of dishonor or  non-payment to GMP or any other party to the
Indebtedness or the Collateral.  CGI may do any of the following with respect to
any obligation of GMP, without first obtaining the consent of GMP: (A)-grant any
extension  of time  for any  payment,  (B)-grant  any  renewal,  (C)-permit  any
modification  of payment terms or other terms,  or  (D)-exchange  or release any
Collateral or other  security.  No such act or failure to act shall affect CGI's
rights against GMP or the Collateral.

REPRESENTATIONS  AND  WARRANTIES  WITH  RESPECT  TO THE  COLLATERAL.  GMP hereby
represents and warrants to CGI that:

Ownership.  GMP is the  lawful  owner of the  Collateral  free and  clear of all
security interests, liens, encumbrances and claims of others.

Right to Pledge.  GMP has the full right, power and authority to enter into this
Agreement and to pledge the Collateral.

Authority;  Binding Effect. GMP has the full right, power and authority to enter
into this  Agreement and to grant a security  interest in the Collateral to CGI.
This Agreement is binding upon GMP as well as GMP's successors and assigns,  and
is  legally   enforceable   in   accordance   with  its  terms.   The  foregoing
representations  and warranties,  and all other  representations  and warranties
contained  in this  Agreement  are and shall be  continuing  in nature and shall
remain in full force and effect until such time as this  Agreement is terminated
or cancelled as provided herein.

No Further  Assignment.  GMP has not,  and shall not,  sell,  assign,  transfer,
encumber or otherwise dispose of any of GMP's rights in the Collateral except as
provided in this Agreement.

No Defaults. There are no defaults existing under the Collateral,  and there are
no offsets or  counterclaims to the same. GMP will strictly and promptly perform
each of the terms,  conditions,  covenants and agreements,  if any, contained in
the Collateral which are to be performed by GMP.

No Violation.  The execution and delivery of this Agreement will not violate any
law or agreement  governing GMP or to which GMP is a party,  and its Articles of
Organization  and  Operating  Agreement do not prohibit any term or condition of
this Agreement.

Right to Pledge.  GMP has the full right, power and authority to enter into this
Agreement and to pledge the Collateral.

APPLICATION OF CASH. At CGI's option,  CGI may apply any cash,  whether included
in the  Collateral  or received as Income and  Proceeds or through  liquidation,
sale, or retirement,  of the Collateral, to the satisfaction of the Indebtedness
or such portion thereof as CGI shall choose, whether or not matured.

POWER OF ATTORNEY. GMP irrevocably appoints CGI as GMP's attorney-in-fact,  with
full power of substitution,  (a) to demand, collect,  receive,  receipt for, sue
and recover all Income and Proceeds  and other sums of money and other  property
which may now or hereafter  become due, owing or payable in accordance  with the
terms  of the  Collateral;  (b)  to  execute,  sign  and  endorse  any  and  all
instruments,  receipts,  checks,  drafts and warrants  issued in payment for the
Collateral;  (c) to settle or  compromise  any and all claims  arising under the
Collateral, and in the place and stead of GMP, execute and deliver GMP's release
and  acquittance for GMP; (d)- to file any claim or claims or to take any action
or institute or take part in any proceedings, either in CGI's own name or in the
name of  GMP,  or  otherwise,  which  in the  discretion  of CGI may  seem to be
necessary or  advisable;  and (e)-to  execute in GMP's name and deliver on GMP's
behalf, at the time and in the manner specified by the Collateral, any necessary
instruments or documents.

PERFECTION OF SECURITY INTEREST. Upon CGI's request, GMP will deliver to CGI any
and  all of the  documents  evidencing  or  constituting  the  Collateral.  When
applicable  law provides more than one method of  perfection  of CGI's  security
interest,  CGI may choose the method(s) to be used. Upon CGI's request, GMP will
sign and deliver any writings necessary to perfect CGI's security  interest.  If
any of the Collateral  consists of securities for which no certificate  has been
issued,  GMP  agrees,  at  CGI's  option,  either  to  request  issuance  of  an
appropriate  certificate or to execute  appropriate  instructions on CGI's forms
instructing the issuer,  transfer agent,  mutual fund company, or broker, as the
case may be, to record on its books or  records,  by  book-entry  or  otherwise,
CGI's  security  interest in the  Collateral.  GMP hereby  appoints CGI as GMP's
irrevocable   attorney-in-fact  for  the  purpose  of  executing  any  documents
necessary  to perfect  or to  continue  the  security  interest  granted in this
Agreement.  This is a continuing  Security Agreement and will continue in effect
even though all or any part of the  Indebtedness is paid in full and even though
for a period of time GMP may not be indebted to CGI.

REINSTATEMENT  OF  SECURITY  INTEREST.  If  payment  is  made  by  GMP,  whether
voluntarily  or  otherwise,  or by any  third  party,  on the  Indebtedness  and
thereafter  CGI is forced to remit the  amount  of that  payment:  (A)-to  GMP's
trustee  in  bankruptcy  or to any  similar  person  under any  federal or state
bankruptcy law or law for the relief of debtors,  (B)-by reason of any judgment,
decree or order of any court of administrative body having jurisdiction over CGI
or any of CGI's  property,  or (C)-by reason of any  settlement or compromise of
any claim made by CGI with any claimant  (including without limitation GMP), the
Indebtedness  shall be considered  unpaid for the purpose of enforcement of this
Agreement  and  this  Agreement  shall  continue  to be  effective  or  shall be
reinstated,  as the  case  may  be,  notwithstanding  any  cancellation  of this
Agreement  or of any  note or  other  instrument  or  agreement  evidencing  the
Indebtedness  and the  Collateral  will  continue to secure the amount repaid or
recovered  to the same  extent  as if that  amount  never  had  been  originally
received  by CGI,  and GMP  shall  be  bound  by any  judgment,  decree,  order,
settlement or compromise relating to the Indebtedness or to this Agreement.

     DEFAULT.  GMP, Safe Environment  Corp. of Indiana,  an Indiana  corporation
     ("SECO"),  John Giura and  Acadian  Builders,  L.L.C.,  a Missouri  limited
     liability  company,  hereinafter are each referred to as a "GMP Affiliate".
     Each of the  following  shall  constitute  an Event of  Default  under this
     Agreement:

Payment Default.  Any GMP Affiliate fails to make any payment when due under the
Indebtedness,  and such  default  continues  for a period of five (5) days after
notice from CGI.

Other  Defaults.  Any GMP Affiliate fails to comply with or to perform any other
term,  obligation,  covenant  or  condition  contained  in this  Agreement,  the
Purchase  Agreement,  the Note, or in any of the Related Documents,  or fails to
comply with or to perform any term, obligation,  covenant or condition contained
in any other  agreement  between  CGI and any GMP  Affiliate,  and such  default
continues for a period of thirty (30) days after notice from CGI.

False Statements. Any warranty, representation or statement made or furnished to
CGI by any GMP Affiliate or on behalf of any GMP Affiliate under this Agreement,
the  Purchase  Agreement,  the  Note,  or the  Related  Documents  is  false  or
misleading in any material respect,  either now or at the time made or furnished
or becomes false or misleading at any time thereafter.

Defective  Collateralization.  This Agreement, the Purchase Agreement, the Note,
or any of the Related Documents ceases to be in full force and effect (including
failure of any  collateral  document  to create a valid and  perfected  security
interest or lien) at any time and for any reason.

Dissolution or Insolvency. The dissolution or termination of any GMP Affiliate's
existence  as a  going  business,  the  insolvency  of any  GMP  Affiliate,  the
appointment  of a receiver  for any part of any GMP  Affiliate's  property,  any
assignment for the benefit of creditors,  any type of creditor  workout,  or the
commencement  of any proceeding  under any  bankruptcy or insolvency  laws by or
against any GMP Affiliate.

Creditor or Forfeiture  Proceedings.  Commencement  of foreclosure or forfeiture
proceedings,  whether by judicial  proceeding,  self-help,  repossession  or any
other method, by any creditor of any GMP Affiliate or by any governmental agency
against any Collateral securing the Indebtedness.

RIGHTS  AND  REMEDIES  ON  DEFAULT.  If an Event of  Default  occurs  under this
Agreement,  at any  time  thereafter,  CGI may  exercise  any one or more of the
following rights and remedies:

Accelerate  Indebtedness.  Declare all Indebtedness immediately due and payable,
without notice of any kind to GMP.

Collect the  Collateral.  Collect any of the Collateral and, at CGI's option and
to the extent  permitted by applicable law, retain  possession of the Collateral
while suing on the Indebtedness.

Sell the Collateral.  Sell the Collateral,  at CGI's discretion, as a unit or in
parcels,  at one or more  public or  private  sales.  Unless the  Collateral  is
perishable or threatens to decline speedily in value or is of a type customarily
sold on a  recognized  market,  CGI shall  give or mail to GMP,  or any of them,
notice  at least ten (10) days in  advance  of the time and place of any  public
sale,  or of the date after which any private sale may be made.  GMP agrees that
any  requirement  of  reasonable  notice is  satisfied  if CGI  mails  notice by
ordinary  mail  addressed  to GMP, or any of them,  at the last  address GMP has
given  CGI in  writing.  If a public  sale is held,  there  shall be  sufficient
compliance with all requirements of notice to the public by a single publication
in any newspaper of general  circulation  in the county where the  Collateral is
located, setting forth the time and place of sale and a brief description of the
property to be sold. CGI may be a purchaser at any public sale.

Sell  Securities.  Sell any  securities  included in the  Collateral in a manner
consistent with  applicable  federal and state  securities  laws. If, because of
restrictions  under such laws, CGI is unable, or believes CGI is unable, to sell
the securities in an open market  transaction,  GMP agrees that CGI will have no
obligation to delay sale until the securities  can be  registered.  Then CGI may
make a private sale to one or more persons or to a restricted  group of persons,
even though such sale may result in a price that is less favorable than might be
obtained  in an  open  market  transaction.  Such  a  sale  will  be  considered
commercially  reasonable.  If any securities  held as Collateral are "restricted
securities" as defined in the Rules of the  Securities  and Exchange  Commission
(such as Regulation D or Rule 144) or the rules of state securities  departments
under state "Blue Sky" laws,  or if GMP or any other owner of the  Collateral is
an affiliate of the issuer of the  securities,  GMP agrees that neither GMP, nor
any member of GMP's family,  nor any other person  signing this  Agreement  will
sell or dispose of any securities of such issuer without  obtaining  CGI's prior
written consent.

Rights and Remedies with Respect to Investment  Property,  Financial  Assets and
Related Collateral.  In addition to other rights and remedies granted under this
Agreement and under applicable law, CGI may exercise any or all of the following
rights and remedies:  (1)-register with any issuer or broker or other securities
intermediary  any  of  the  Collateral  consisting  of  investment  property  or
financial assets (collectively herein, "investment property") in CGI's sole name
or in the name of CGI's broker, agent or nominee;  (2)-cause any issuer,  broker
or  other  securities  intermediary  to  deliver  to CGI  any of the  Collateral
consisting of securities,  or investment  property  capable of being  delivered;
(3)-enter  into a control  agreement  or power of  attorney  with any  issuer or
securities  intermediary with respect to any Collateral consisting of investment
property,  on such terms as CGI may deem  appropriate,  in its sole  discretion,
including  without  limitation,  an agreement  granting to CGI any of the rights
provided hereunder without further notice to or consent by GMP;  (4)-execute any
such  control  agreement  on GMP's  behalf  and in GMP's  name,  and GMP  hereby
irrevocably  appoints  CGI  as  agent  and  attorney-in-fact,  coupled  with  an
interest,  for the purpose of executing such control  agreement on GMP's behalf;
(5)-exercise any and all rights of CGI under any such control agreement or power
of  attorney;  (6)-exercise  any  voting,  conversion,  registration,  purchase,
option, or other rights with respect to any Collateral.

Foreclosure.   Maintain  a  judicial  suit  for  foreclosure  and  sale  of  the
Collateral.

Transfer  Title.  Effect  transfer  of  title  upon  sale  of all or part of the
Collateral.   For  this  purpose,   GMP   irrevocably   appoints  CGI  as  GMP's
attorney-in-fact  to execute  endorsements,  assignments  and instruments in the
name of GMP and each of them  (if  more  than  one) as  shall  be  necessary  or
reasonable.

Other  Rights  and  Remedies.  Have and  exercise  any or all of the  rights and
remedies of a secured  creditor under the  provisions of the Uniform  Commercial
Code, at law, in equity, or otherwise.

Application  of  Proceeds.  Apply any cash which is part of the  Collateral,  or
which  is  received  from  the  collection  or  sale  of  the   Collateral,   to
reimbursement  of  any  expenses,   including  any  costs  for  registration  of
securities,  commissions incurred in connection with a sale, attorneys' fees and
court costs, whether or not there is a lawsuit and including any fees on appeal,
incurred by CGI in connection  with the collection  and sale of such  Collateral
and to the payment of the  Indebtedness  of GMP to CGI, with any excess funds to
be paid to GMP as the  interests  of GMP may appear.  GMP agrees,  to the extent
permitted by law, to pay any deficiency after application of the proceeds of the
Collateral to the Indebtedness.

Election of Remedies.  Except as may be  prohibited  by  applicable  law, all of
CGI's rights and remedies,  whether  evidenced by this  Agreement,  the Purchase
Agreement,  the Note, the Related Documents,  or by any other writing,  shall be
cumulative and may be exercised  singularly or concurrently.  Election by CGI to
pursue any remedy shall not exclude pursuit of any other remedy, and an election
to make  expenditures  or to take action to perform an  obligation  of GMP under
this Agreement,  after any GMP Affiliate's failure to perform,  shall not affect
CGI's right to declare a default and exercise its remedies.

MISCELLANEOUS  PROVISIONS.  The following miscellaneous provisions are a part of
this Agreement:

Amendments.  This Agreement, the Purchase Agreement, the Note, together with any
Related  Documents,  constitutes the entire  understanding  and agreement of the
parties as to the  matters  set forth in this  Agreement.  No  alteration  of or
amendment  to this  Agreement  shall be  effective  unless  given in writing and
signed by the party of parties  sought to be charged or bound by the  alteration
or amendment.

Attorneys' Fees; Expenses.  GMP agrees to pay upon demand all of CGI's costs and
expenses,  including CGI's attorneys' fees and CGI's legal expenses, incurred in
connection with the  enforcement of this Agreement.  CGI may hire or pay someone
else to help enforce this Agreement,  and GMP shall pay the reasonable costs and
expenses of such  enforcement.  Costs and expenses include CGI's attorneys' fees
and legal expenses whether or not there is a lawsuit,  including attorneys' fees
and legal expenses for bankruptcy  proceedings  (including  efforts to modify or
vacate  any  automatic  stay  or  injunction),   appeals,  and  any  anticipated
post-judgment  collection services.  GMP also shall pay all court costs and such
additional fees as may be directed by the court.

Caption  Headings.  Caption  headings  in this  Agreement  are  for  convenience
purposes  only and are not to be used to interpret or define the  provisions  of
this Agreement.

Governing  Law. This  Agreement  will be governed by,  construed and enforced in
accordance  with  federal  law  and the  laws of the  State  of  Illinois.  This
Agreement has been accepted by CGI in the State of Illinois.

Choice of Venue. If there is a lawsuit,  GMP agrees upon CGI's request to submit
to the jurisdiction of the courts of Cook County, State of Illinois.

No Waiver by CGI.  CGI shall not be deemed to have waived any rights  under this
Agreement  unless such waiver is given in writing and signed by CGI. No delay or
omission on the part of CGI in exercising any right shall operate as a waiver of
such right or any other right.  A waiver by CGI of a provision of this Agreement
shall not  prejudice or  constitute a waiver of CGI's right  otherwise to demand
strict  compliance with that provision or any other provision of this Agreement.
No prior  waiver by CGI,  nor any course of dealing  between CGI and GMP,  shall
constitute a waiver of any CGI's rights or of any of GMP's obligations as to any
future  transactions.  Whenever  the  consent  of CGI  is  required  under  this
Agreement,  the  granting  of such  consent  by CGI in any  instance  shall  not
constitute  continuing  consent to  subsequent  instances  where such consent is
required  and in all cases such  consent  may be granted or withheld in the sole
discretion of CGI.

Notices.  Any notice required to be given under this Agreement shall be given in
writing, and shall be effective when actually delivered,  when actually received
by  facsimile  (unless  otherwise  required  by  law),  when  deposited  with  a
nationally  recognized  overnight courier,  or, if mailed, when deposited in the
United  States  mail,  as first  class,  certified  or  registered  mail postage
prepaid,  directed to the addresses  shown near the beginning of this Agreement.
Any party may change its  address  for notices  under this  Agreement  by giving
formal written notice to the other parties,  specifying  that the purpose of the
notice is to change the party's address.

Severability.  If a court of competent  jurisdiction finds any provision of this
Agreement to be illegal,  invalid,  or enforceable as to any circumstance,  that
finding shall not make the offending provision illegal,  invalid, or enforceable
as to any other  circumstance.  If feasible,  the offending  provision  shall be
considered  modified so that it becomes  legal,  valid and  enforceable.  If the
offending  provision cannot be so modified,  it shall be considered deleted from
this Agreement. Unless otherwise required by law, the illegality,  invalidity or
enforceability of any provision of this Agreement shall not affect the legality,
validity or enforceability of any other provision of this Agreement.

Successors and Assigns.  Subject to any limitations  stated in this Agreement on
transfer of GMP's  interest,  this Agreement  shall be binding upon and inure to
the benefit of the parties,  their  successors and assigns.  If ownership of the
Collateral  becomes  vested in a person other than GMP, CGI,  without  notice to
GMP, may deal with GMP's  successors  with  reference to this  Agreement and the
Indebtedness by way of forbearance or extension  without  releasing GMP from the
obligations of this Agreement or liability under the Indebtedness.

Time  is of the  Essence.  Time is of the  essence  in the  performance  of this
Agreement.

Waiver of Trial by Jury. All parties to this Agreement hereby waive the right to
any jury trial in any action,  proceeding,  or counterclaim brought by any party
against any other party.

DEFINITIONS.  The following capitalized words and terms shall have the following
meanings  when  used  in  this  Agreement.  Unless  specifically  stated  to the
contrary, all references to dollar amounts shall mean amounts in lawful money of
the United States of America. Words and terms used in the singular shall include
the  plural,  and the plural  shall  include  the  singular,  as the context may
require.  Words and terms not otherwise defined in this Agreement shall have the
meanings attributed to such terms in the Uniform Commercial Code:

CIB Interest  Reimbursements.  The term "CIB Interest  Reimbursements" means the
"CIB Interest Reimbursements" as defined in the Purchase Agreement.

CIB Loan Fees Reimbursement.  The term "CIB Loan Fees  Reimbursement"  means the
"CIB Loan Fees Reimbursement" as defined in the Purchase Agreement.

Income and Proceeds. The words "Income and Proceeds" mean all present and future
income,  proceeds,  earnings,  increases,  and  substitutions  from  or for  the
Collateral  of every  kind  and  nature,  including  without  limitation  of all
payments, interest, profits, distributions, benefits, rights, options, warrants,
dividends,  stock dividends,  stock splits, stock rights,  regulatory dividends,
subscriptions,  monies,  claims for money due and to become due, proceeds of any
insurance on the  Collateral,  shares of stock of different  par value or no par
value issued in  substitution or exchange for shares included in the Collateral,
and all other property GMP is entitled to receive on account of such Collateral,
including  accounts,   documents,   instruments,   chattel  paper,  and  general
intangibles.

Indebtedness.  The word "Indebtedness"  means the Post-Closing  Payment, the CIB
Interest Reimbursements, and the CIB Loan Fees Reimbursement owed by GMP to CGI,
and all  indebtedness of GMP evidenced by the Note,  including all principal and
accrued  interest,  together  with all other costs and expenses for which GMP is
responsible under this Agreement, the Purchase Agreement or the Note.

Note. The word "Note" means the Promissory Note dated September 4, 2002, made by
GMP and  payable to CGI in the  principal  amount  $470,000,  together  with all
renewals of, extensions of,  modifications of,  refinancings of,  consolidations
of, and substitutions for such Promissory Note.

Post-Closing  Payment.  The term "Post-Closing  Payment" means the "Post-Closing
Payment" as defined in the Purchase Agreement.

Purchase  Agreement.  The term "Purchase  Agreement" means that certain Purchase
Agreement  dated as of September 4, 2002, by and between CMP, CGI, SECO and John
Giura.

Related  Documents.  The words "Related  Documents"  mean all promissory  notes,
credit  agreements,  loan  agreements,   environmental  agreements,  guaranties,
security  agreements,  mortgages,  deeds of trust,  security  deeds,  collateral
mortgages, and all other instruments,  agreements and documents,  whether now or
hereafter existing, executed in connection with the Indebtedness.

GMP HAS READ AND  UNDERSTOOD  ALL THE  PROVISIONS  OF THIS PLEDGE  AGREEMENT AND
AGREES TO ITS TERMS, INTENDING TO BE LEGALLY BOUND HEREBY.

GMP, L.L.C.

By:/s/ John Giura
  _________________________
       John Giura

By:/s/ Jeff McKernan
   _________________________
     Jeff McKernan

By:/s/ Anthony Paganelli
   _________________________
         Anthony Paganelli

                                    EXHIBIT C

                       ACKNOWLEDGEMENT OF PLEDGE AGREEMENT

THIS  ACKNOWLEDGEMENT OF PLEDGE AGREEMENT dated as of September 4, 2002, is made
by and among GMP, L.L.C., an Indiana limited liability  corporation ("GMP"), CGI
HOLDING CORPORATION,  a Nevada corporation ("CGI"), and GERALD AND JANET WINTER,
individually  and  in  their  capacities  as  Tenants  by  the  entireties  (the
"Winters").

Reference  is  hereby  made to  that  certain  Purchase  Agreement  dated  as of
September 4, 2002, between GMP, CGI, Safe Environment Corp. of Indiana, and John
Giura (the "Purchase Agreement"), to that certain "Post-Closing Payment" payable
by GMP to CGI  pursuant  to  Section  1.1(c)  of  the  Purchase  Agreement  (the
"Post-Closing  Payment'), to those certain "CIB Interest Reimbursements" payable
by GMP to CGI  pursuant to Section  2.4(a) of the Purchase  Agreement  (the "CIB
Interest Reimbursements"), to that certain "CIB Loan Fees Reimbursement" payable
by GMP to CGI  pursuant to Section  2.4(b) of the Purchase  Agreement  (the "CIB
Loan Fees  Reimbursement"),  to that certain  Promissory Note dated September 4,
2002  made by GMP  payable  to CGI in the  principal  amount  of  $470,000  (the
"Note"),  and to that  certain  Pledge  Agreement  dated as of September 4, 2002
between GMP and CGI (the "Pledge Agreement").

1. As an  inducement  to CGI and GMP to enter into the Purchase  Agreement,  the
Winters hereby acknowledge, agree, represent, warrant and covenant as follows:

     (a) the Winters own an 80.1% voting interest in Acadian Builders, L.L.C., a
Missouri limited liability company ("Acadian"); and

     (b) the Winters  have orally  assigned  to Barry Ash  ("Ash"),  without the
consent of the other Member of Acadian (Chalet Homes,  Inc.),  one-half (50%) of
all distributions,  profits, fees, salaries,  commissions,  royalties,  property
sales  proceeds,  rents and other funds or  compensation  of any nature or value
whatsoever distributed, paid, transferred, assigned or otherwise allocated to or
for the benefit of the Winters or any person or entity (other than Chalet Homes,
Inc.) affiliated with or designated by them, directly or indirectly,  in any way
by,  from  or in  connection  with  Acadian  or in any  way  arising  from or in
connection with the Winters' "Membership Interest" (as that phrase is defined in
the Operating Agreement for Acadian) in Acadian or in any way arising from or in
connection with a sale of all or any portion of Acadian or any rights thereto or
therein (all such 50% payments are hereafter  referred to as the  "Payments" and
the right of Ash to receive all such 50% payments is hereinafter  referred to as
the "Interest");

     (c) CGI has  advised the Winters  prior to the date  hereof,  and it is the
Winters'  understanding,  that Ash has assigned all of Ash's  rights,  title and
interest in the Interest, including but not limited to the Payments, to CGI;

     (d) In reliance upon Section 1(c) above, the Winters have previously orally
agreed, and hereby restate and reaffirm,  their joint, legally binding agreement
and obligation to immediately pay over, or cause to be immediately paid over, to
CGI the Payments, except as otherwise provided in Section 3(d) below.

2. As an  inducement  to CGI to enter into the  Purchase  Agreement,  GMP hereby
acknowledges, agrees, represents, warrants and covenants as follows:

     (a)  pursuant to the Purchase  Agreement,  CGI has sold to GMP, and GMP has
purchased from CGI, the Interest;

     (b) pursuant to the Pledge Agreement,  GMP has pledged all of GMP's rights,
title  and  interest  in and  to the  Interest  to  CGI,  as  security  for  the
Post-Closing  Payment,  the  CIB  Interest  Reimbursements,  the CIB  Loan  Fees
Reimbursement, and the Note; and

     (c) in  support  of  such  pledge,  GMP  hereby  assigns  to CGI all of the
Payments, and GMP hereby irrevocably instructs and directs the Winters to pay or
cause to be paid  directly to CGI all of the  Payments,  until the  Post-Closing
Payment, the CIB Interest Reimbursements,  the CIB Loan Fees Reimbursement,  and
the Note are paid in full.

3. As an  inducement  to CGI to enter into the Purchase  Agreement,  the Winters
hereby acknowledge, agree, represent, warrant and covenant as follows:

     (a) the  Winters  have  been  advised  by CGI and GMP that CGI has sold the
Interest to GMP;

     (b) the  Winters  have been  advised  by CGI and GMP that  pursuant  to the
Pledge Agreement, GMP has pledged all of GMP's rights, title and interest in and
to the  Interest to CGI,  as  security  for the  Post-Closing  Payment,  the CIB
Interest Reimbursements, the CIB Loan Fees Reimbursement and the Note;

     (c) the  Winters  have been  advised by CGI and GMP that in support of such
pledge,  GMP has assigned to CGI all of the  Payments,  and GMP has  irrevocably
instructed  and directed the Winters to pay directly to CGI all of the Payments,
until the Post-Closing  Payment,  the CIB Interest  Reimbursement,  the CIB Loan
Fees Reimbursement, and the Note are paid in full; and

     (d) in accordance with the foregoing  instructions and directions from GMP,
the Winters shall pay directly to CGI all of the Payments, excepting only as may
be set forth in an Attachment hereto signed by the Winters,  by Gerard M. Jacobs
on behalf of CGI,  and by John  Giura on  behalf  of GMP,  unless  and until the
Winters have received  written notice from Gerard M. Jacobs,  as Chief Executive
Officer of CGI,  that GMP has satisfied  all of its payment  obligations  to CGI
including the Post-Closing  Payment,  the CIB Interest  Reimbursements,  the CIB
Loan Fees Reimbursement, and the Note.

In Witness  Whereof,  the parties have executed this  Acknowledgement  of Pledge
Agreement as of the date first  written  above,  intending  to be legally  bound
hereby.

GMP, L.L.C.                                     CGI HOLDING CORPORATION

By:/s/ John Giura
   ________________________                  By :/s/ Gerard M. Jacobs
                                                 ________________________
         John Giura                                 Gerard M. Jacobs

By:/s/ Anthony Paganelli                        /s/ Gerald Winter
   ________________________                  __________________________
         Anthony Paganelli               Gerald Winter, individually and in his
                                          capacity as Tenant by the entireties

By:/s/ Jeff McKernan                           /s/ Janet Winter
  ________________________                  __________________________
         Jeff McKernan                   Janet Winter, individually and in her