CGI Holding Corporation Terminates Merger Agreement with The Voice and Data Group.

Business Editors/High-Tech Writers

HILLSIDE, Ill.--(BUSINESS WIRE)--Dec. 3, 2003

CGI Holding Corporation (OTCBB:CGIH) (the "Company") today announced that the Company has terminated its Agreement and Plan of Merger to acquire The Voice and Data Group, Inc. ("V&DG"), Chicago, Illinois. The Company terminated the merger agreement among other reasons because certain conditions to the merger are incapable of being satisfied.

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).

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.