CGI Holding Corporation Adds Martin to Board of Directors.

Business Editors

HILLSIDE, Ill.--(BUSINESS WIRE)--April 28, 2003

CGI Holding Corporation (OTCBB: CGIH)(the "Company") today announced that it has named Steven "Pat" Martin to the Company's board of directors.

Martin is President of the Company's WebSourced, Inc. subsidiary based in North Carolina, and comes to the board with more than 25 years of sales and management experience.

Martin entered the technology sector in early 1980 with MCI Communications and then served as Vice President of Sales and Marketing for ACC Corp., where he created and managed national sales and marketing, increasing revenues by over $300 million during a nine-year period. Upon becoming President of a small Internet marketing firm called WorldMall, Inc., Martin successfully expanded the business to become one of the world's largest online marketing companies, re-branding in 2001 as WebSourced, Inc.

Under Martin's leadership, WebSourced, Inc has weathered the Internet's most difficult period, successfully guiding the company through the recent downturn in the economy while increasing revenues by 500% during the period 1999-2002. This outstanding success has been driven primarily from the thriving KeywordRanking.com brand, which Martin has skillfully positioned as one of the most successful search engine marketing services in the world.

Gerard M. Jacobs, the Company's CEO, stated, "Adding Pat Martin to CGI Holding Corporation's board of directors reflects our commitment to the technology sector. Pat Martin has been instrumental to the success of WebSourced, Inc., and I value his opinions and insights regarding potential acquisition targets in the fields of web, voice and data services. He is a strong partner."

CGI Holding Corporation, based in Hillside, Illinois, currently has one subsidiary, Websourced, Inc., Morrisville, North Carolina, a leader in search engine marketing (see www.keywordranking.com), and has announced a planned merger with The Voice and Data Group, Inc., Chicago, a company which markets voice, data and internet services.

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: historical losses; balance sheet weaknesses; payment obligations; capital needs; acquisitions financing, terms and conditions; integration of acquired businesses; managing growth; availability of skilled labor and key personnel; weak general economic and business conditions; competition; lack of brand awareness; client expectations; dependence upon the internet as a means for commerce; governmental regulation or taxation; inability to protect intellectual property; illiquidity of the Company's stock; insider control; no dividends; and other factors and risks discussed in the Company's filings with the Securities and Exchange Commission. The Company cannot guarantee future 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.

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