CGI Holding Corporation Announces Changes to Board of Directors

Business Wire, Sept 1, 2004

LAKE BLUFF, Ill. -- CGI Holding Corporation (OTCBB: CGIH.OB) today announced the following changes to its Board of Directors:

--John Giura, the founder and Vice Chairman of the Company, has resigned from the Board of Directors effective immediately, citing other business and personal commitments.

John Giura, the founder and resigning Vice Chairman of the Company, stated, "At this point in my career I have decided to spend more time on some of my private businesses and personal interests. I am very gratified by the growth and success being achieved by CGI which I founded in 1997, and I attribute much of this success to the tireless efforts of Gerry Jacobs and Pat Martin. The Company is in very good hands."

Gerard M. Jacobs, the Company's CEO, stated, "I want to thank John Giura for his years of service to CGI Holding Corporation, especially his confident leadership in pointing CGI into internet services by acquiring WebSourced in 2001, for his consistent support of our efforts to create shareholder value at CGI via growth and acquisitions, and for his loyalty and friendship."

--Steven "Pat" Martin, director and CEO of the Company's WebSourced, Inc. subsidiary, has been named the new Vice Chairman of the Company.

Gerard M. Jacobs, the Company's CEO, stated, "The choice of Pat Martin as CGI's new Vice Chairman reflects the extremely high level of trust and confidence which I and the rest of our Board of Directors have in Pat and in his business strategy and style, and also recognizes the very rapid, profitable, and continuing growth of our WebSourced, Inc. subsidiary under Pat's leadership."

Steven "Pat" Martin, the Company's new Vice Chairman, stated, "CGI is on a roll. WebSourced continues to exceed expectations, and Scott Mitchell and our new Webcapades, Inc. subsidiary appear capable of doing likewise. I am excited to be part of the team, and look forward to serving as Vice Chairman as we continue to grow CGI both internally and via acquisitions."

--Xavier Hermosillo has been elected a new director of the Company. Mr. Hermosillo, 54, has an extensive background in business, government affairs, marketing and crisis public relations. For the past 20 years, he has been the President of CrisisPros, Los Angeles, California, a firm specializing in damage assessment/repair and crisis communications for corporations and government agencies across the U.S. He is also the Senior VP of Star Grants, Inc., a firm which provides grant-writing services to non-profit and government agencies in the Southwestern U.S. Mr. Hermosillo is: a former Chief of Staff to major Democratic and Republican leaders in the California legislature; an award-winning print journalist, television commentator and radio talk show host in Los Angeles; former Chairman of N.E.W.S. for America, the umbrella for a coalition of Los Angeles-area Latino non-profit and community service organizations; a former Chairman and member of the city-wide Latino community forum for Police Chief William Bratton of the Los Angeles Police Department; a hearing examiner for the Los Angeles Police Commission adjudicating discipline matters involving Los Angeles police officers; and a civilian advisor to Los Angeles County Sheriff Lee Baca. Together with the Company's CEO Gerard M. Jacobs and the Company's Chairman T. Benjamin Jennings, Mr. Hermosillo was an original member of the Board of Directors of Metal Management, Inc., Chicago, Illinois, when it was founded in 1995. Mr. Hermosillo has earned Honors Degrees in the Administration of Justice, Marketing and Management. Mr. Hermosillo is a native of and lives in San Pedro, California.

Gerard M. Jacobs, the Company's CEO, also stated, "I am delighted that Xavier Hermosillo has accepted my request to serve on CGI's Board of Directors. "X" is extremely intelligent, engaging and accomplished. His business and political skills, experience and contacts, especially in Southern California and with the Latino community nationally, will be tremendously helpful to me and CGI's businesses."

CGI Holding Corporation, based in Lake Bluff, Illinois, currently has one subsidiary, WebSourced, Inc., Morrisville, North Carolina, a leader in search engine marketing (see www.keywordranking.com) and on-line dating (see www.Cherish.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: existing and potential litigation; historical losses; likely inability to collect all monies owed to us; acquisitions financing, terms, conditions, and ability to close; volatile stock price; integration of acquired businesses; managing growth; availability of skilled labor and key personnel; weak general economic and business conditions; competition; lack of long-term contracts; lack of brand awareness; client expectations; dependence upon the internet as a means for commerce; governmental regulation or taxation; inability to protect intellectual property; insider control; no dividends; Nevada laws that could discourage transactions involving the Company's stock; 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.