CGI Holding Corporation Acquires MarketSmart Advertising; Deal Merges World's Largest Search Engine Marketing Firm with Major N.C. Full-Service Ad Agency.

LAKE BLUFF, Ill. -- CGI Holding Corp. (OTCBB:CGIH) (the "Company") today announced that it has closed its previously announced acquisition of MarketSmart Advertising, Inc., Rightstuff, Inc. d/b/a Bright Idea Studio, and Checkup Marketing, Inc. (the "MarketSmart Companies"), for $3 million plus 1 million shares of the Company's restricted common stock. The Company has also issued warrants to purchase an aggregate of 260,000 shares of the Company's restricted common stock to the stockholders and employees of the MarketSmart Companies. The Company expects the merger to be immediately accretive to its earnings.

Based in Raleigh, N.C., the MarketSmart Companies provide world-class advertising, public relations, marketing, branding and shopping evaluation services. The founding partners of the MarketSmart Companies -- Greg Cox, Lewis Finch III and Steven Thanhauser -- will continue to lead the businesses following the merger.

CGI Holding Corp., based in Lake Bluff, Ill. (see www.cgiholding.com) also owns WebSourced, Inc., Morrisville, N.C., recognized as the world's largest search engine marketing firm, and Cherish, Inc., Clearwater, Fla., a leading Internet dating company.

"We see this as a powerful, synergistic move designed to combine our strengths as an award-winning ad agency with a world leader in online services," said Steven Thanhauser, CEO of MarketSmart. "The Internet has transformed the way businesses compete for market share worldwide. This move reflects that change and positions us to help our clients develop marketing programs and ad campaigns that will help them maximize their marketing opportunities. WebSourced is a powerhouse and together we see great things on the near horizon."

Steven "Pat" Martin, CEO of WebSourced, also described the merger as a positive move for the companies involved. "Combining MarketSmart's traditional advertising and marketing talents with WebSourced's search engine marketing acumen will allow us to provide a truly integrated service," Martin said. "With this move, we see WebSourced and MarketSmart emerging as a world leader in both interactive marketing and traditional advertising."

CGI Holding Corporation, based in Lake Bluff, Ill. (see www.cgiholding.com) currently has four subsidiaries: WebSourced, Inc., Morrisville, N.C., a leader in search engine optimization, pay-per-click campaign management, and online dating (see www.websourced.com, www.keywordranking.com and www.cherish.com): and MarketSmart Advertising, Inc., Rightstuff, Inc. d/b/a Bright Idea Studios, and Checkup Marketing, Inc., Raleigh, N.C., providing world-class off-line advertising, public relations, marketing, branding and shopping evaluation services (see www.marketsmart.net, www.brightideastudios.com and www.checkupmarketing.com).

Statements made in this press release that express the Company's or management's intentions, plans, beliefs, expectations or predictions of future events, are forward-looking statements. The words "believe", "expect", "intend", "estimate", "anticipate", "will" and similar expressions are intended to further identify such forward-looking statements, although not all forward-looking statements contain these identifying words. Those statements are based on many assumptions and are subject to many known and unknown risks, uncertainties and other factors that could cause the Company's actual activities, results or performance to differ materially from those anticipated or projected in such forward-looking statements. Other factors that could cause the Company's actual activities, results or performance to differ materially include risks and uncertainties relating to: limited operating history; new business model; historical losses; volatile stock price; difficulty of identifying and closing acquisitions; potential dilution; difficulty integrating acquisitions; difficulty managing growth; availability of skilled labor; dependence on key personnel; lack of long-term contracts; lack of brand awareness; dependence on Internet and telecommunications infrastructure; regulations; dependence on Internet and search engines; competition; future of search engine optimization; taxation; numerous online dating industry risks; need to attract paying members; member acquisition costs; rapid technological change; service interruptions; dependence on affiliates and third party providers; information liability; hurricanes and other catastrophes; issues regarding adult content; physical and emotional safety of users; security breaches; viruses; credit card fraud; protection of intellectual property; insider control; no dividends; provisions of Nevada law; no guarantee of Amex listing; and other factors and risks discussed in the Company's filings with the Securities and Exchange Commission. The Company cannot guarantee future financial results, levels of activity, performance or achievements and investors should not place undue reliance on the Company's forward-looking statements. The forward-looking statements contained herein represent the judgment of the Company as of the date of this press release, and the Company expressly disclaims any intent, obligation or undertaking to update or revise such forward-looking statements to reflect any change in the Company's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.