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 : AUGUST 25, 2004

                       COMMISSION FILE NUMBER: 33-19980-D

                             CGI HOLDING CORPORATION
                             -----------------------
        (Exact name of small business issuer as specified in its charter)

       Nevada                              87-0450450
-----------------------------          ---------------------------
State of other jurisdiction of          I.R.S. Employer I.D. No.
incorporation or organization

520 LAKE COOK ROAD, SUITE 690, DEERFIELD, ILLINOIS          60015
--------------------------------------------------     --------------
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number, including area code       (847) 282-5005
                                                   -----------------


Item 2. ACQUISITION OR DISPOSITION OF ASSETS

On August 19, 2004, the Company,  WebCapades  Acquisition Sub, Inc., WebCapades,
Inc., Scott P. Mitchell and Kristine E. Mitchell entered into an Agreement dated
August  19,  2004,  pursuant  to which  WebCapades,  Inc.  merged  with and into
WebCapades  Acquisition  Sub,  Inc.,  and  WebCapades,  Inc.  thereby  became  a
wholly-owned  subsidiary  of the  Company.  The  merger  consideration  included
$3,500,000 in cash, 1,904,762 shares of common stock of the Company,  $1,200,000
in two-year promissory notes payable by the Company, and a contingent earnout of
$500,000.  Scott P.  Mitchell and Kristine E.  Mitchell  each signed  three-year
employment  agreements with WebCapades,  Inc. and Cherish,  Inc., a wholly-owned
subsidiary of the Company's wholly-owned  subsidiary WebSourced,  Inc. Scott P.
Mitchell  was granted  warrants to purchase an  aggregate  of 150,000  shares of
common  stock of the  Company at an exercise  price of $2.10 per share.  Certain
other  employees  of  WebCapades,  Inc.  were  granted  warrants  to purchase an
aggregate of 90,600  shares of common stock of the Company at an exercise  price
of $2.10 per share. In connection with the transaction,  the Company completed a
private  placement of 2,049,813 shares of common stock of the Company at a price
of $2.05 per share,  thereby raising an aggregate of $4,202,104 for the Company.
The purchasers in such private  placement  were granted  warrants to purchase an
aggregate of 512,457  shares of common stock of the Company at an exercise price
of $2.05 per share.

On August 24, 2004, the Company sold, assigned and transferred all of the shares
of common stock of  WebCapades,  Inc. to the Company's  wholly-owned  subsidiary
WebSourced,  Inc. On August 25, 2004, the Company's subsidiary WebSourced,  Inc.
sold,  assigned and transferred all of the shares of common stock of WebCapades,
Inc. to WebSourced, Inc.'s wholly-owned subsidiary Cherish, Inc.

As of August 25, 2004:  (a) a total of 27,076,011  shares of common stock of the
Company  were issued and  outstanding,  and (b)  warrants to purchase a total of
7,512,642  shares of common  stock of the Company  were issued and  outstanding,
with exercise prices ranging from $0.001 to $3.80 per share.

Item 5. OTHER EVENTS

On August 11, 2004, the Company and Momentum Capital,  LLC entered into a Letter
Agreement dated August 11, 2004,  pursuant to which Momentum  Capital,  LLC will
provide certain  advisory  services in regard to  registration  statements to be
filed by the Company, and in regard to mergers involving the Company, during the
180-day period beginning on August 19, 2004. In consideration for these advisory
services,  the Company has agreed to pay Momentum Capital, LLC $266,500 in cash,
130,000 shares of common stock of the Company,  and warrants to purchase  32,500
shares of common stock of the Company at an exercise price of $2.05 per share.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT 1. ACQUISITION AGREEMENT

                            AGREEMENT

This Agreement (the "Agreement") made and entered into as of August 19, 2004, by
and among CGI HOLDING  CORPORATION,  a Nevada  corporation  ("CGI"),  WEBCAPADES
ACQUISITION SUB, INC., a Florida  corporation and wholly owned subsidiary of CGI
("Webcapades  Acquisition  Sub"),   WEBCAPADES,   INC.,  a  Florida  corporation
("Webcapades"), SCOTT P. MITCHELL ("Scott"), a resident of Florida, and KRISTINE
E. MITCHELL ("Kristi"), a resident of Florida and the spouse of Scott. Scott and
Kristi  are  sometimes   referred  to  individually   as  a  "Stockholder"   and
collectively  as  the   "Stockholders").   CGI,   Webcapades   Acquisition  Sub,
Webcapades,   Scott  and  Kristi  are   sometimes   referred  to  herein   each,
individually, as a "Party" and, collectively, as the "Parties".

                                   WITNESS:

WHEREAS,  Webcapades is engaged in on-line dating and personal relationships web
site business activities (collectively, the "Business"); and

WHEREAS,  the  Boards of  Directors  of CGI,  Webcapades  Acquisition  Sub,  and
Webcapades  have each approved this Agreement and the merger of Webcapades  with
and into Webcapades Acquisition Sub (the "Merger"),  in accordance with the laws
of the State of Florida and the terms and conditions set forth herein.

NOW,  THEREFORE,  in  consideration  of the premises  and the mutual  covenants,
representations and warranties herein contained, and for other good and valuable
consideration,  the  receipt  and  sufficiency  of  which  are  hereby  mutually
acknowledged, the Parties hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

In addition to terms defined  elsewhere in this  Agreement,  the following terms
when used in this Agreement shall have the respective meanings set forth below:

"Action"  means any claim,  demand,  action,  cause of action,  chose in action,
right of recovery, right of set-off, suit, arbitration,  inquiry,  proceeding or
investigation by or before any Governmental Authority.

"Affiliate"  means, with respect to a specified Person,  any other Person which,
directly  or  indirectly  through  one  or  more  intermediaries,  controls,  is
controlled by or is under common control with such Person,  and without limiting
the generality of the foregoing, includes, with respect to the specified Person:
(a)  any  other  Person  which  beneficially  owns or  holds  10% or more of the
outstanding  voting  securities  or other  securities  convertible  into  voting
securities of such Person,  (b) any other Person of which the  specified  Person
beneficially  owns or holds 10% or more of the outstanding  voting securities or
other  securities  convertible  into  voting  securities,  or (c) any  director,
officer or employee of such Person.

"Business Day" means any day other than a Saturday, Sunday or other day on which
banks are required or authorized to be closed in the city of Chicago, Illinois.

"Business  Interests"  means  the  ownership  of up to (but not more  than)  one
percent (1%) of any class of  securities of  enterprise  (but without  otherwise
participating,  directly or indirectly,  in the management or operations of such
enterprise) if such  securities are listed on any national or regional  exchange
or have been  registered  under Section 12(g) of the Securities  Exchange Act of
1934.

"CERCLA"  means  the  Comprehensive  Environmental  Response,  Compensation  and
Liability  Act of 1980, as amended  through the date hereof and any  regulations
promulgated thereunder.

"CGI Common Stock" means Common Stock, $.001 par value per share, of CGI.

"Cherish"  means  Cherish.com,   Inc.,  a  North  Carolina   corporation  and  a
wholly-owned subsidiary of WebSourced.

"Closing"  shall  mean the  closing  of the  transactions  contemplated  by this
Agreement.

"Closing Date" shall mean the day on which the Closing takes place.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Contract"  means any contract,  plan,  undertaking,  understanding,  agreement,
license,  lease, note, mortgage or other binding commitment,  whether written or
oral.

"Copyrights" mean all copyrights (registered or otherwise) and registrations and
applications  for  registration  thereof,  and all rights  therein  provided  by
multinational treaties or conventions.

"Court"  means any court or  arbitration  tribunal  of the  United  States,  any
domestic state, or any foreign country, and any political subdivision thereof.

"Database" means all data and other information  recorded,  stored,  transmitted
and retrieved in electronic form.

"Documents"  means this Agreement  together with the Articles of Merger and Plan
of  Merger,  the  Schedules  and  Exhibits  hereto,  the  Webcapades  Disclosure
Schedule,  and the other  agreements,  documents  and  instruments  required  or
contemplated to be executed in connection herewith.

"Earnout" means the contingent earnout payment described in Section 9.1.

"Earnout Period" means the first eight (8) full calendar quarters  following the
Closing Date.

"Employee Plans" means all employee benefit plans (as defined in Section 3(3) of
ERISA) and all bonus,  stock or other security  option,  stock or other security
purchase,  stock or other  security  appreciation  rights,  incentive,  deferred
compensation,   retirement  or  supplemental   retirement,   severance,   golden
parachute,   vacation,   cafeteria,   dependent  care,  medical  care,  employee
assistance  program,  education or tuition  assistance  programs,  insurance and
other similar fringe or employee benefit plans,  programs or  arrangements,  and
any  current  or  former  employment  or  executive  compensation  or  severance
agreements,  written or otherwise,  which have ever been sponsored or maintained
or entered  into for the  benefit  of, or  relating  to,  any  present or former
employee  or director of  Webcapades,  or any trade or business  (whether or not
incorporated)  which is a member of a controlled  group or which is under common
control  with  Webcapades,  within the  meaning  of Section  414 of the Code (an
"ERISA Affiliate"), whether or not such plan is terminated.

"Environmental  Law"  means  any  Law  or  Regulation  pertaining  to:  (a)  the
protection  of health,  safety and the  indoor or outdoor  environment;  (b) the
conservation,  management  or use of natural  resources  and  wildlife;  (c) the
protection  or use of  surface  water  and  ground  water;  (d) the  management,
manufacture, possession, presence, use, generation,  transportation,  treatment,
storage, disposal, emission,  discharge, release, threatened release, abatement,
removal, remediation or handling of, or exposure to, any Hazardous Substance; or
(e)  pollution  (including  any  emission,  discharge  or release to air,  land,
surface  water  and  ground  water  of  any  material);  and  includes,  without
limitation, CERCLA and the Solid Waste Disposal Act, as amended 42 U.S.C. " 6901
et seq.

"Environmental Permits" means all Permits required under any Environmental Law.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"GAAP"  means  United  States  generally  accepted  accounting   principles  and
practices in effect from time to time consistently applied.

"Governmental  Authority"  means  any  governmental  or  legislative  agency  or
authority (other than a Court) of the United States,  any domestic state, or any
foreign country,  and any political  subdivision or agency thereof, and includes
any authority having governmental or  quasi-governmental  powers,  including any
administrative agency or commission.

"Hardware"  means  all  mainframes,   midrange  computers,  personal  computers,
notebooks,  servers,  switches,  printers,  modems, drives,  peripherals and any
component of any of the foregoing.

"Hazardous  Substance" means any Hazardous Substance,  as defined in CERCLA, and
any  other  chemical,   compound,   product,  solid,  gas,  liquid,   pollutant,
contaminant  or material  which is regulated  under any  Environmental  Law, and
includes  without  limitation,  asbestos or any substance  containing  asbestos,
polychlorinated  biphenyls  and petroleum  (including  crude oil or any fraction
thereof).

"Indebtedness"  means, with respect to any Person,  (a) all indebtedness of such
Person,  whether or not contingent,  for borrowed money,  (b) all obligations of
such Person for the deferred  purchase  price of property or  services,  (c) all
obligations  of such  Person  evidenced  by notes,  bonds,  debentures  or other
similar  instruments,   (d)  all  indebtedness  created  or  arising  under  any
conditional  sale or other title  retention  agreement  with respect to property
acquired by such Person (even though the rights and remedies of  Webcapades or a
lender under such agreement in the event of default are limited to  repossession
or sale of such  property),  (e) all  obligations of such Person as lessee under
leases that have been or should be, in accordance with GAAP, recorded as capital
leases,  (f) all  obligations,  contingent  or  otherwise,  of such Person under
acceptance,  letter of credit or similar facilities, (g) all obligations of such
Person to purchase,  redeem,  retire, defease or otherwise acquire for value any
capital stock of such Person or any warrants,  rights or options to acquire such
capital stock, valued, in the case of redeemable preferred stock, at the greater
of its voluntary or involuntary  liquidation  preference plus accrued and unpaid
dividends, (h) all Indebtedness of others referred to in clauses (a) through (f)
above  guaranteed  directly or  indirectly  in any manner by such Person,  or in
effect guaranteed directly or indirectly by such Person through an agreement (1)
to pay or  purchase  such  Indebtedness  or to advance  or supply  funds for the
payment or purchase of such  Indebtedness,  (2) to  purchase,  sell or lease (as
lessee or lessor) property,  or to purchase or sell services,  primarily for the
purpose of enabling the debtor to make payment of such Indebtedness or to assure
the holder of such  Indebtedness  against loss, (3) to supply funds to or in any
other manner invest in the debtor  (including  any agreement to pay for property
or services  irrespective  of whether such property is received or such services
are  rendered)  or (4)  otherwise  to  assure a  creditor  against  loss and all
Indebtedness  referred to in clauses  (a)  through (f) above  secured by (or for
which the holder of such  Indebtedness  has an  existing  right,  contingent  or
otherwise,  to  be  secured  by)  any  Lien  on  property  (including,   without
limitation, accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness.

"Information  System"  means  any  combination  of  Hardware,   Software  and/or
Database(s)  employed  primarily  for  the  creation,   manipulation,   storage,
retrieval, display and use of information in electronic form or media.

"Intellectual Property" means (a) inventions, whether or not patentable, whether
or not  reduced to  practice or whether or not yet made the subject of a pending
Patent  application or  applications,  (b) ideas and  conceptions of potentially
patentable   subject  matter,   including,   without   limitation,   any  patent
disclosures,  whether or not reduced to practice and whether or not yet made the
subject of a pending  Patent  application  or  applications,  (c)  Patents,  (d)
Trademarks,  (e) Copyrights,  (f) Software,  (g) trade secrets and confidential,
technical or business  information  (including  ideas,  formulas,  compositions,
inventions, and conceptions of inventions whether patentable or unpatentable and
whether or not reduced to practice), (h) whether or not confidential, technology
(including  know-how and show-how),  manufacturing and production  processes and
techniques,  research and  development  information,  drawings,  specifications,
designs,  plans,  proposals,  technical data,  copyrightable  works,  financial,
marketing and business data,  Databases,  Information Systems,  pricing and cost
information,  business and marketing  plans and customer and supplier  lists and
information,  (i) copies  and  tangible  embodiments  of all the  foregoing,  in
whatever  form or  medium,  (j) all  rights  to obtain  and  rights to apply for
Patents,  and to register  Trademarks and  Copyrights,  (k) all rights under the
License Agreements and any licenses,  registered user agreements,  technology or
materials, transfer agreements, and other agreements or instruments with respect
to items in (a) to (j) above;  and (l) all rights to sue and  recover and retain
damages and costs and attorneys'  fees for present and past  infringement of any
of the Intellectual Property rights hereinabove set out.

"Inventories" means all inventories, including, without limitation, merchandise,
raw materials,  work-in-process,  finished goods,  replacement parts, packaging,
office supplies,  maintenance supplies, computer parts and supplies and Hardware
related to the Business  maintained,  held or stored by or for Webcapades at any
location whatsoever and any prepaid deposits for any of the same.

"IRS" shall mean the United States Internal Revenue Service.

"Knowledge" means (a) in the case an individual,  knowledge of a particular fact
or other  matter  if such  individual  is  actually  aware of such fact or other
matter,  and (b) in the case of a Person (other than an individual)  such Person
will be deemed to have  Knowledge  of a  particular  fact or other matter if any
individual who is serving,  or has at any time served,  as a director,  officer,
partner,  executor,  or trustee of such Person (or in any similar capacity) has,
or at any time had, Knowledge of such fact or other matter.

"Law" means all laws,  statutes,  ordinances and Regulations of any Governmental
Authority  including  all  decisions of Courts  having the effect of law in each
such jurisdiction.

"Leased Real Property"  means the real property  leased by Webcapades as tenant,
together  with,  to the extent  leased by  Webcapades  all  buildings  and other
structures,  facilities or improvements  currently or hereafter located thereon,
all fixtures,  systems,  equipment and items of personal  property of Webcapades
attached  or  appurtenant  thereto,  and all  easements,  licenses,  rights  and
appurtenances relating to the foregoing.

"Liabilities"  means any and all debts,  liabilities  and  obligations,  whether
accrued or fixed, absolute or contingent,  matured or unmatured or determined or
determinable,  including,  without  limitation,  those  arising  under  any  Law
(including,  without  limitation,  any  Environmental  Law),  Action  or  Order,
Liabilities for Taxes and those Liabilities arising under any Contract.

"Liens" means any mortgage, pledge, security interest, attachment,  encumbrance,
lien (statutory or otherwise),  option,  conditional  sale  agreement,  right of
first refusal, first offer, termination, participation or purchase, or charge of
any kind  (including  any  agreement  to give any of the  foregoing),  provided,
however,  that  the  term  "Lien"  shall  not  include:  (a)  Liens  for  Taxes,
assessments  and charges any  Governmental  Authority due and being contested in
good faith and  diligently by  appropriate  proceedings  (and for the payment of
which   adequate   provision  has  been  made);   (b)   servitudes,   easements,
restrictions,  rights-of-way  and other  similar  rights in real property or any
interest  therein,  provided  the same are not of such  nature as to  materially
adversely affect the use of the property  subject  thereto;  (c) Liens for Taxes
either not due and payable or due but for which  notice of  assessments  has not
been  given;  (d)  undetermined  or  inchoate  Liens,   charges  and  privileges
incidental to current  construction or current  operations and statutory  Liens,
charges,  adverse  claims,  security  interests  or  encumbrances  of any nature
whatsoever  claimed or held by any Governmental  Authority which have not at the
time been  filed or  registered  against  the title to the asset or served  upon
Webcapades pursuant to Law or which relate to obligations not due or delinquent;
(e)  assignments  of  insurance  provided  to  landlords  (or their  mortgagees)
pursuant  to the terms of any lease,  and Liens or rights  reserved in any lease
for rent or for compliance  with the terms of such lease;  (f) security given in
the ordinary  course of the  Business,  as  applicable,  to any public  utility,
municipality  or Government  Authority in connection  with the operations of the
Business, as applicable, other than security for borrowed money; (g) deposits or
pledges made in connection with, or to secure payment of, workers' compensation,
unemployment  insurance,  old age  pension  or other  social  security  programs
mandated under  applicable  Laws; and (h) restrictions on transfer of securities
imposed by applicable state and federal securities Laws.

"Litigation"  means any  suit,  action,  arbitration,  cause of  action,  claim,
complaint,   criminal  prosecution,   investigation,   inquiry,  demand  letter,
governmental or other  administrative  proceeding,  whether at law or at equity,
before or by any Court,  Governmental  Authority,  arbitrator or other tribunal.
"Material Adverse Effect" means any  circumstance,  change in, or effect on, the
Business or Webcapades  that,  individually  or in the aggregate  with any other
circumstances, changes in, or effects on, the Business or Webcapades: (a) is, or
could be, materially adverse to the business,  operations, assets or Liabilities
(including, without limitation, contingent Liabilities), employee relationships,
customer or  supplier  relationships,  results of  operations  or the  condition
(financial  or otherwise) of the  Business,  or (b) could  materially  adversely
affect  the  ability of  Webcapades  Acquisition  Sub to operate or conduct  the
Business  in the  manner in which it is  currently  operated  or  conducted,  or
contemplated to be conducted.

"Notes"  shall mean an  aggregate  of One Million Two Hundred  Thousand  Dollars
($1,200,000)  principal amount of non-interest  bearing Promissory Notes made by
CGI dated the  Closing  Date,  payable in  twenty-four  (24)  equal  consecutive
monthly  payments  of Fifty  Thousand  Dollars  ($50,000)  commencing  one month
following the Closing Date, all in the form of Exhibit 1.

"Order" shall mean any judgment, order, writ, injunction,  ruling,  stipulation,
determination,   award  or  decree  of  or  by,  or  any  settlement  under  the
jurisdiction of, any Court or Governmental Authority.

"Owned Real Property" means the real property owned by Webcapades  together with
all buildings and other  structures,  facilities  or  improvements  currently or
hereafter  located  thereon,  all  fixtures,  systems,  equipment  and  items of
personal  property  of  Webcapades  attached  or  appurtenant  thereto  and  all
easements, licenses, rights and appurtenances relating to the foregoing.

"Patents"  mean all national  (including  the United  States) and  multinational
statutory  invention  registrations,  patents,  patent  registrations and patent
applications,     including    all    reissues,    divisions,     continuations,
continuations-in-part,  extensions  and  reexaminations,  and all rights therein
provided by  multinational  treaties or conventions and all  improvements to the
inventions disclosed in each such registration, patent or application.

"Permits"  means  any  licenses,   permits,   pending  applications,   consents,
certificates, registrations, approvals and authorizations.

"Person"  means any natural  person,  corporation,  limited  liability  company,
unincorporated  organization,  partnership,  association,  joint stock  company,
joint venture, trust or any other entity.

"Real Property" means the Leased Real Property and the Owned Real Property.

"Receivables" means any and all accounts receivable, notes, book debts and other
amounts  due or accruing  due to  Webcapades  in  connection  with the  Business
whether  or not in the  ordinary  course,  together  with any  unpaid  financing
charges accrued thereon and the benefit of all security for such accounts, notes
and debts.

"Regulation" means any rule or regulation of any Governmental Authority.

"Scott  Managed  Businesses"  shall  mean  either (a) the  Webcapades  Surviving
Corporation  or (b) all of the  businesses  directly or indirectly  owned by CGI
that are being  managed  by Scott as  President  and CEO  during  the  period in
question,  collectively,  as elected by Scott in his sole discretion, by written
notice to the President  and CEO of CGI within 65 days  following the end of the
Earnout Period.

"Securities Act" means the Securities Act of 1933, as amended.

"Software"  means  any and  all (a)  computer  programs,  including  any and all
software  implementations of algorithms,  models and  methodologies,  whether in
source code or object code,  (b) databases and  compilations,  including any and
all data and  collections of data,  whether machine  readable or otherwise,  (c)
descriptions,  flow-charts and other work product used to design, plan, organize
and develop any of the  foregoing,  (d) the  technology  supporting any Internet
site(s)  operated  by or on  behalf  of  Webcapades  and (e) all  documentation,
including user manuals and training materials, relating to any of the foregoing.

"Subsidiary" or  "Subsidiaries"  of a specified Person means any other Person in
which such Person owns, directly or indirectly, more than 50% of the outstanding
voting  securities or other securities  convertible into voting  securities,  or
which may effectively be controlled, directly or indirectly, by such Person.

"Tax" or "Taxes"  means any and all federal,  state,  local,  or foreign  taxes,
fees, levies, duties, tariffs,  imposts, and other charges of any kind (together
with any and all interest,  penalties,  additions to tax and additional  amounts
imposed with respect  thereto)  imposed by any  Governmental  Authority or other
taxing authority,  including,  without limitation:  taxes or other charges on or
with respect to income,  franchises,  windfall or other profits, gross receipts,
property,  sales, use, capital stock, payroll,  employment,  disability,  social
security, workers' compensation,  unemployment compensation, or net worth; taxes
or other  charges in the  nature of  excise,  withholding,  ad  valorem,  stamp,
transfer,  value added, or gains taxes; license,  registration and documentation
fees; and customs' duties,  tariffs, and similar charges,  whether computed on a
separate  or  consolidated,  unitary or combined  basis or in any other  manner,
whether  disputed or not and including any  obligation to indemnify or otherwise
assume or succeed to the Tax  liability of any other  Person,  together with any
interest  or  penalty,  addition  to tax or  additional  amount  imposed  by any
governmental authority.

"Tax Returns" means returns,  reports and information statements,  including any
schedule or attachment thereto,  with respect to Taxes required to be filed with
the IRS or any other Governmental Authority or other taxing authority or agency,
domestic or foreign, including consolidated, combined and unitary tax returns.

"Trademarks" mean all trademarks, service marks, trade dress, logos, trade names
and corporate names, whether or not registered, including all common law rights,
and registrations and applications for registration thereof,  including, but not
limited  to, all marks  registered  in the United  States  Patent and  Trademark
Office, the Trademark Offices of the States and Territories of the United States
of America, and the Trademark Offices of other nations throughout the world, and
all rights therein provided by multinational treaties or conventions.

"Web  Sites"  means  all  web  sites,  domain  names,  and  associated  internet
properties,  rights, titles and interests in any way directly or indirectly used
in or associated  with the Business,  including but not limited to those certain
web sites and domain  names set forth in that  certain  letter re: web sites and
domain  names dated the date of this  Agreement  from Scott to Gerard M. Jacobs,
President and Chief Executive Officer of CGI.

"WebSourced"  means  WebSourced,  Inc.,  a  North  Carolina  corporation  and  a
wholly-owned subsidiary of CGI.

                                   ARTICLE II
                                   THE MERGER

2.1 The Merger.  At the Effective Time (as hereinafter  defined),  in accordance
with the laws of the  State of  Florida  and the  terms  and  conditions  of the
Documents,  Webcapades shall be merged with and into Webcapades Acquisition Sub.
From  and  after  the  Effective  Time,  the  separate  corporate  existence  of
Webcapades  shall  cease  and  Webcapades  Acquisition  Sub,  as  the  surviving
corporation in the Merger,  shall  continue its existence  under the laws of the
State of Florida as a wholly owned  subsidiary  of CGI.  Webcapades  Acquisition
Sub, as the surviving  corporation  after the Merger,  is hereinafter  sometimes
referred to as the "Webcapades Surviving Corporation".

2.2 Effective Time. Subject to the provisions of this Agreement,  on the Closing
Date (as  hereinafter  defined)  or as soon  thereafter  as is  practicable  the
Parties shall cause the Merger to become  effective by executing and filing with
the  Department of State of the State of Florida in accordance  with Florida law
Articles  of Merger  with a Plan of Merger  attached  as an  Exhibit  thereto in
substantially  the form of Exhibit  2.2  attached  hereto and hereby made a part
hereof (the "Articles of Merger and Plan of Merger"),  the date and time of such
filing,  or such later date and time as may be agreed  upon by the  Parties  and
specified therein, being hereinafter referred to as the "Effective Time".

2.3 Effect of the  Merger.  At the  Effective  Time,  the Merger  shall have the
effect  set forth in the  Documents  and in the  applicable  provisions  of law.
Without limiting the generality of the foregoing,  and subject  thereto,  at the
Effective Time all of the assets, properties,  rights,  privileges,  immunities,
powers and franchises of Webcapades and Webcapades Acquisition Sub shall vest in
the Webcapades  Surviving  Corporation,  and all of the debts,  liabilities  and
duties of  Webcapades  and  Webcapades  Acquisition  Sub shall become the debts,
liabilities and duties of the Webcapades Surviving Corporation.

2.4 Articles of Incorporation and Bylaws.  From and after the Effective Time and
without further action on the part of the Parties, the Articles of Incorporation
and Bylaws of Webcapades Acquisition Sub immediately prior to the Effective Time
shall be the  Articles  of  Incorporation  and  Bylaws of  Webcapades  Surviving
Corporation until amended in accordance with the respective terms thereof.

2.5 Directors and Officers.

(a) The directors of Webcapades Surviving  Corporation shall be Scott, Gerard M.
Jacobs  and S.  Patrick  Martin,  each to hold  office  in  accordance  with the
Articles of Incorporation and the Bylaws of Webcapades  Acquisition Sub, in each
case,  until their  respective  successors  are duly  elected or  appointed  and
qualified or until their  earlier  death,  resignation  or removal in accordance
with Webcapades Acquisition Sub's Articles of Incorporation and Bylaws.

(b) The  directors  of Cherish  shall be Scott,  Gerard M. Jacobs and S. Patrick
Martin,  each to hold office in accordance with the Certificate of Incorporation
and the Bylaws of Cherish,  in each case, until their respective  successors are
duly  elected  or  appointed  and  qualified  or  until  their  earlier   death,
resignation or removal in accordance with Cherish's Certificate of Incorporation
and Bylaws.

2.6 Conversion of Stock, Etc. At the Effective Time, by virtue of the Merger and
without any action on the part of the  Parties or the  holders of the  following
securities:  All of the shares of  Webcapades'  common  stock,  par value $1 per
share  ("Webcapades  Common Stock") issued and outstanding  immediately prior to
the  Effective  Time  other  than any shares of  Webcapades  Common  Stock to be
canceled  and retired  pursuant to Section 2.7  ("Webcapades  Shares")  shall be
converted  automatically  into the right to  receive,  in the  aggregate:  Three
Million  Five  Hundred  Thousand   Dollars   ($3,500,000)  in  cash  (the  "Cash
Consideration");  shares of CGI Common Stock  having an aggregate  value of Four
Million  Dollars  ($4,000,000)  such stock to be valued at the closing price per
share of CGI Common  Stock on the last  trading day prior to the Closing Date as
hereafter  defined (the "Stock  Consideration");  the  $1,200,000  of Notes (the
"Note  Consideration");  and the Earnout  defined in Section 9.1, if earned (the
"Earnout Consideration") (collectively, the "Merger Consideration"),  subject to
adjustment  as set forth in  Section  2.10.  The Merger  Consideration  shall be
allocated and disbursed  among the holders of the Webcapades  Shares and certain
assignees of portions  thereof,  in accordance with the allocations set forth on
Exhibit 2.6 attached  hereto and hereby made a part  hereof.  From and after the
Effective Time, all shares of Webcapades  capital stock shall  automatically  be
redeemed and canceled and shall cease to exist, and each holder of a certificate
that  previously   represented  any  such  share  of  Webcapades  capital  stock
(collectively,  the  "Webcapades  Certificates")  shall cease to have any rights
with respect  thereto other than the right to receive,  if any, their portion of
the Merger  Consideration  as set forth on Exhibit  2.6.  The  foregoing  Merger
Consideration  shall be deemed to have been issued in full  satisfaction  of all
rights pertaining to the Webcapades  Shares, and after the Effective Time, there
shall be no further registration or transfers of Webcapades Shares. If after the
Effective  Time,  any  Webcapades   Certificates  are  presented  to  Webcapades
Surviving  Corporation for any reason,  they shall be cancelled and exchanged as
provided in this  Section 2.6 and Exhibit  2.6. If any  Webcapades  Certificates
representing  Webcapades Shares shall have been lost,  stolen or destroyed,  CGI
shall issue in exchange for such lost,  stolen or destroyed  certificates,  upon
the making of an affidavit of that fact by the holder  thereof,  the  applicable
Merger Consideration;  provided, however, that CGI may, in its discretion and as
a condition precedent to the issuance and delivery thereof, require the owner of
such lost, stolen or destroyed  certificates to deliver a bond in such sum as it
may  reasonably  direct as indemnity  against any claim that may be made against
CGI or Webcapades Surviving Corporation with respect to the certificates alleged
to have been lost, stolen or destroyed.

2.7 Cancellation of Shares.  Immediately prior to the Effective Time: Each share
of Webcapades  Common Stock either held in Webcapades'  treasury or owned by any
direct or indirect wholly owned  subsidiary of Webcapades  immediately  prior to
the Effective Time,  shall be canceled and  extinguished  without any conversion
thereof or payment therefor.

2.8 Stock Options;  Warrants. Prior to the Effective Time: The Stockholders,  at
the  Stockholders'  sole expense,  shall take all actions necessary to cause all
capital stock of Webcapades  other than the Webcapades  Common Stock held by the
Stockholders and being exchanged for the Merger Consideration in accordance with
Section 2.6, and all options,  warrants and other contractual or other rights to
purchase or otherwise  acquire or convert into  Webcapades  Common Stock,  to be
cancelled, extinguished and terminated.

2.9 Capital Stock of Acquisition  Subs. Each share of common stock of Webcapades
Acquisition Sub, par value $0.01 per share  ("Webcapades  Acquisition Sub Common
Stock") issued and outstanding  immediately prior to the Effective Time shall be
converted  automatically into one fully paid and non-assessable  share of common
stock of the Webcapades Surviving  Corporation,  par value $0.01 per share. From
and after the Effective Time, each stock  certificate of Webcapades  Acquisition
Sub that  previously  represented  shares of Webcapades  Acquisition  Sub Common
Stock shall  evidence  ownership of an equal number of shares of common stock of
the Webcapades Surviving Corporation.

2.10 Adjustments to the  Consideration.  Without limiting any other provision of
this Agreement:

(a) If and in the event that on the Closing Date  Webcapades'  aggregate cash in
its checking and savings  accounts does not exceed the  aggregate  amount of all
Indebtedness and Liabilities  shown on the Audited  Webcapades  Balance Sheet on
the Closing Date by at least Seven Hundred Thousand Dollars ($700,000), then the
Cash Consideration shall be adjusted downward, dollar-for-dollar,  by the amount
of such deficit;

(b) The Cash Consideration shall be adjusted downward, dollar-for-dollar, by the
amount  of any  cash or  other  assets  taken  out of  Webcapades  by any of the
Stockholders after June 30, 2004, other than (1) via salaries and other payments
made  in  the  ordinary  course  of  the  Business  consistent  with  historical
practices, or (2) as permitted by Section 6.4(a); and

(c) the Stock Consideration shall be adjusted, at any time and from time to time
prior to the  Closing  Date,  to fully  reflect  the effect of any stock  split,
reverse split, stock dividend  (including,  without limitation,  any dividend or
distribution of securities  convertible into CGI Common Stock),  reorganization,
recapitalization or other like change with respect to CGI Common Stock effective
between the date of this  Agreement and the Closing Date provided that the value
of said Stock  Consideration  shall  remain at $4 million  valued at the closing
price per share of CGI Common Stock on the last trading day prior to the Closing
Date as hereafter defined.

2.11 Taking of Necessary Action;  Further Action.  If, at any time and from time
to time after the Effective  Time,  any further action is necessary or desirable
to  carry  out the  purposes  of this  Agreement  and to vest in the  Webcapades
Surviving  Corporation  full  right,  title and  possession  of all  properties,
assets, rights,  privileges,  powers and franchises of Webcapades and Webcapades
Acquisition  Sub, the officers and  directors of Webcapades  and the  Webcapades
Surviving  Corporation  shall be and are fully  authorized and directed,  in the
name of and on behalf of their respective corporations,  to take, or cause to be
taken,  all such lawful and necessary  action as is not  inconsistent  with this
Agreement.  CGI shall  cause  Webcapades  Acquisition  Sub to perform all of its
obligations relating to this Agreement and the transactions contemplated hereby.

                                  Article I II
                             CONSIDERATION; CLOSING

3.1 Consideration.

(a) As  consideration  for the  Merger,  the  Stockholders  shall be entitled to
receive  the Merger  Consideration  as set forth in Section  2.6 and Exhibit 2.6
attached hereto.

(b) All  certificates  representing  CGI Common  Stock  issued  pursuant to this
Agreement  shall bear a legend  stating  that such CGI Common Stock has not been
registered  under the Securities Act, and may not be transferred or sold without
such registration or an exemption therefrom.

3.2 Closing.  Subject to the terms and conditions of this Agreement, the closing
of the  transactions  contemplated by this Agreement (the "Closing")  shall take
place at the offices of Barnett,  Bolt,  Kirkwood,  Long & McBride, 601 Bayshore
Boulevard, Suite 700, Tampa, Florida 33606, at 9:30 A.M. EST on August 19, 2004,
or at such other  place or time or on such other date as the  Parties  may agree
upon in writing  (the day on which the Closing  takes  place being the  "Closing
Date").

                                   ARTICLE IV
                        REPRESENTATIONS AND WARRANTIES OF
                         THE STOCKHOLDERS AND WEBCAPADES

The Webcapades  Disclosure Schedule attached hereto (the "Disclosure  Schedule")
identifies  by Section and  Subsection  any  exception  to a  representation  or
warranty in this Article IV. In order to induce CGI and  Webcapades  Acquisition
Sub to enter into this Agreement and to consummate the transactions contemplated
hereby,  the  Stockholders  and Webcapades each hereby  represent and warrant to
each of CGI and Webcapades Acquisition Sub as follows:

4.1 Organization and Qualification.  Webcapades is a corporation duly organized,
validly  existing and in good  standing  under the laws of Florida,  and is duly
licensed or qualified to transact  business as a foreign  corporation  and is in
good  standing  in  each of the  jurisdictions  listed  on  Schedule  4.1,  such
jurisdictions  being  the only  jurisdictions  in  which  the  failure  to be so
licensed or qualified could have a Material Adverse Effect on Webcapades. All of
the issued and  outstanding  shares of  Webcapades  capital stock were issued in
compliance  in all  material  respects  with all  applicable  federal  and state
securities laws and are owned solely by the Stockholders.

4.2 Subsidiaries and Affiliates.  Webcapades does not have any Subsidiaries, and
Webcapades does not own,  directly or indirectly,  any equity or other ownership
interests of any Person. Webcapades has no Affiliates.

4.3 Charter, By-Laws and Corporate Records. True, correct and complete copies of
each of (a) the Articles of Incorporation of Webcapades as amended and in effect
on the date hereof,  (b) the By-Laws of  Webcapades  as amended and in effect on
the date hereof,  and (c) the minute books of Webcapades,  have been  previously
made available to CGI and Webcapades  Acquisition Sub. Such minute books contain
complete and accurate records of all meetings and other corporate actions of the
board of  directors,  committees of the board of  directors,  incorporators  and
stockholders  of  Webcapades  from  the  date of its  incorporation  to the date
hereof.

4.4  Authorization;  Enforceability.  Webcapades  has the  corporate  power  and
authority to own, hold, lease and operate its properties and assets and to carry
on its business as currently  conducted.  Webcapades has the corporate power and
authority to execute, deliver and perform this Agreement and the other Documents
to  which  it is a  party.  The  execution,  delivery  and  performance  of this
Agreement  and the  other  Documents  to which  it, he or she is a party and the
consummation of the transactions  contemplated herein and therein have been duly
authorized and approved by Webcapades and each of the Stockholders, and no other
action on the part of  Webcapades  or any of the  Stockholders  is  necessary in
order to give effect thereto.  This Agreement and each of the other Documents to
be executed and  delivered by  Webcapades  and the  Stockholders  have been duly
executed  and  delivered  by,  and  constitute  the  legal,  valid  and  binding
obligations  of,  Webcapades  and each of the  Stockholders,  respectively,  are
enforceable  against  Webcapades and each of the Stockholders in accordance with
their terms, except as such enforcement may be limited by bankruptcy, insolvency
or other similar laws affecting the enforcement of creditors'  rights  generally
and  except  that the  availability  of  equitable  remedies  is  subject to the
discretion of the court before which any proceeding therefor may be brought.

4.5 No  Violation  or  Conflict.  None  of (a) the  execution  and  delivery  by
Webcapades and the  Stockholders of this Agreement and the other Documents to be
executed and delivered by Webcapades and the Stockholders,  (b) the consummation
by Webcapades and the  Stockholders  of the  transactions  contemplated  by this
Agreement and the other Documents,  or (c) the performance of this Agreement and
the other  Documents  required by this Agreement to be executed and delivered by
Webcapades  and the  Stockholders  at the  Closing,  will (1)  conflict  with or
violate the Articles of  Incorporation  or By-Laws of  Webcapades,  (2) conflict
with or violate any Law, Order or Permit  applicable to Webcapades or any of the
Stockholders,  or by which Webcapades'  properties are bound or affected, or (3)
result in any breach or violation  of or  constitute a default (or an event that
with notice or lapse of time or both would  become a default)  under,  or impair
Webcapades'  rights or alter the rights or obligations of any third party under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation  of, or result in the creation of any Lien on any of the properties
or assets of Webcapades pursuant to, any Contract, Permit or other instrument or
obligation  to  which  Webcapades  is a  party  or by  which  Webcapades  or its
properties are bound or affected except, in the case of clause (2) or (3) above,
for any such conflict, breach, violation, default or other occurrence that would
not  individually  or in  the  aggregate,  have a  Material  Adverse  Effect  on
Webcapades.

4.6 Governmental Consents and Approvals. The execution, delivery and performance
of this Agreement and the other Documents by Webcapades and the  Stockholders do
not and will not require any consent, approval,  authorization,  Permit or other
order of, action by, filing with or notification to, any Governmental Authority.

4.7 Capital Structure.  The authorized  capital stock of Webcapades  consists of
1,000 shares of Webcapades  Common Stock.  As of the date hereof 1,000 shares of
Webcapades  Common Stock were issued and outstanding (the "Webcapades  Shares"),
and no Webcapades Shares were held in treasury. Except as described above, there
will be no shares of voting or non-voting  capital  stock,  equity  interests or
other  securities of  Webcapades  authorized,  issued,  reserved for issuance or
otherwise  outstanding at the Closing. All of the outstanding  Webcapades Shares
are duly  authorized,  validly issued,  fully paid and  non-assessable,  and not
subject to, or issued in violation of, any kind of preemptive,  subscription  or
any kind of  similar  rights.  There  are no bonds,  debentures,  notes or other
Indebtedness  of  Webcapades  having  the  right  to vote (or  convertible  into
securities  having the right to vote) on any  matters on which  stockholders  of
Webcapades may vote.  There are no outstanding  securities,  options,  warrants,
calls, rights, commitments, agreements, arrangements or undertakings of any kind
(contingent  or  otherwise) to which  Webcapades is a party or bound  obligating
Webcapades to issue, deliver or sell, or cause to be issued,  delivered or sold,
additional  shares of capital stock or other voting  securities of Webcapades or
obligating  Webcapades  to issue,  grant,  extend or enter into any agreement to
issue, grant or extend any security,  option, warrant, call, right,  commitment,
agreement,  arrangement or undertaking which will survive the Closing. There are
no outstanding  contractual  obligations of Webcapades to repurchase,  redeem or
otherwise  acquire  any shares of capital  stock (or options to acquire any such
shares) or other  security or equity  interest of Webcapades  which will survive
the Closing.

4.8 Financial Statements.  Webcapades has previously furnished or made available
to CGI and Webcapades  Acquisition Sub the unaudited balance sheet of Webcapades
as at June 30, 2004 (the "Unaudited  Webcapades Balance Sheet"), and the related
statements  of income and cash flow for the six months ended June 30, 2004,  the
unaudited balance sheets of Webcapades as of December 31, 2002 and 2003, and the
related statements of income and cash flow and notes thereto for the same fiscal
years (collectively,  the "Unaudited Webcapades Financial Statements"). All such
Unaudited Webcapades Financial Statements fairly present the financial condition
of Webcapades as of the dates indicated therein, are complete and correct in all
material respects and accurately reflect all transactions of the Business.

4.9 Conduct in the  Ordinary  Course;  Absence of Changes.  Since June 30, 2004,
except as permitted by Section  6.4(a) and Article  VIII,  the Business has been
conducted in the ordinary course of business, consistent with past practice, and
there has been no change in the Business  which has had, or could  reasonably be
anticipated to result in a Material Adverse Effect on Webcapades.

4.10 Real Property.

(a) Schedule  4.10(a) lists (1) the street  address of each parcel of Owned Real
Property,  and (2) any and all leases of all or any portion of any of Owned Real
Property ("Owned Real Property Leases").  Any parcel of Owned Real Property that
is not subject to an Owned Real Property  Lease is occupied by Webcapades and is
used solely for the conduct of the  Business.  Schedule  4.10(a)  lists for each
Owned Real Property  Lease:  (i) the street address of each parcel subject to an
Owned Real Property Lease,  (ii) the identity of the lessor,  lessee and current
occupant (if different from lessee/lessor) under each Owned Real Property Lease,
(iii) the term,  the security  deposit,  if any, and rental payment terms of the
Owned Real  Property  Leases (and any  subleases)  pertaining to each such Owned
Real Property Lease,  (iv) any commissions due now or in the future on any Owned
Real Property  Lease or in connection  with an option to extend or renew and (v)
any amendments to the Owned Real Property Leases.

(b) Schedule  4.10(b) lists (1) the street address of each parcel of Leased Real
Property,  (2) the  identity of the  lessor,  lessee and  current  occupant  (if
different from lessee) of each such parcel of Leased Real Property,  and (3) the
term and rental  payment terms of the leases (and any  subleases)  pertaining to
each such parcel of Leased Real Property.

(c) Webcapades has made available to CGI and Webcapades Acquisition Sub true and
correct  copies of each deed for each parcel of Owned Real  Property and, to the
extent  available,  for each  parcel  of  Leased  Real  Property,  and all title
insurance  policies,   title  reports,   surveys,   certificates  of  occupancy,
environmental  reports and audits,  appraisals,  other title documents and other
documents relating to or otherwise affecting the Owned Real Property, the Leased
Real  Property,  or the  operation  of the  Business  thereon  or any other uses
thereof.

(d) Webcapades has delivered or made available to CGI and Webcapades Acquisition
Sub correct and complete  copies of all leases and subleases  listed in Schedule
4.10(a) and  Schedule  4.10(b) and any and all  ancillary  documents  pertaining
thereto (including, but not limited to, all amendments, consents for alterations
and  documents  recording  variations  and  evidence of  commencement  dates and
expiration dates) (the "Leases"). With respect to each such Lease:

(1) such  Lease is legal,  valid,  binding,  enforceable  and in full  force and
effect,  except as such enforcement may be limited by bankruptcy,  insolvency or
other similar laws affecting the enforcement of creditors'  rights generally and
except that the availability of equitable  remedies is subject to the discretion
of the court before which any proceeding therefor may be brought, and represents
the entire agreement between the respective  landlord and tenant with respect to
such property;

(2)  such  Lease,   together  with  the  consent  and/or  estoppel   certificate
contemplated  by  Section  6.2,  will not  cease to be  legal,  valid,  binding,
enforceable  and in full force and  effect,  except as such  enforcement  may be
limited  by   bankruptcy,   insolvency  or  other  similar  laws  affecting  the
enforcement of creditors'  rights  generally and except that the availability of
equitable  remedies is subject to the  discretion  of the court before which any
proceeding  therefor may be brought,  on terms  identical to those  currently in
effect as a result of the consummation of the transactions  contemplated by this
Agreement,  nor will the consummation of the  transactions  contemplated by this
Agreement  constitute a breach or default under such Lease or otherwise give the
landlord or lessee a right to terminate such Lease;

(3) neither  Webcapades nor, to the Knowledge of Webcapades,  any other party to
such  Lease,  is in breach or  default  in any  material  respect,  and,  to the
Knowledge of  Webcapades,  no event has occurred  that,  with notice or lapse of
time  would  constitute  such  a  breach  or  default  or  permit   termination,
modification or acceleration under such Lease; and

(4) the  rental set forth in each Lease is the actual  rental  being  paid,  and
there are no separate agreements or understandings with respect to the same.

4.11 Personal Property.

(a) Schedule  4.11 lists each item or distinct  group of  machinery,  equipment,
tools, supplies, furniture, fixtures, vehicles, rolling stock and other tangible
personal property with a cost in excess of $5,000 used in the Business and owned
or leased by Webcapades (the "Tangible Personal Property").

(b) Webcapades has delivered or made available to CGI and Webcapades Acquisition
Sub correct and complete copies of all leases for Tangible Personal Property and
any and all material ancillary  documents  pertaining  thereto.  With respect to
each of such leases:

(1) such lease,  together with all ancillary documents delivered pursuant to the
first sentence of this Section 4.11(b), is legal, valid,  binding,  enforceable,
except as such  enforcement  may be limited by  bankruptcy,  insolvency or other
similar laws affecting the enforcement of creditors' rights generally and except
that the availability of equitable  remedies is subject to the discretion of the
court before which any proceeding therefor may be brought, and in full force and
effect and represents  the entire  agreement  between the respective  lessor and
lessee with respect to such property; and

(2) neither  Webcapades nor, to the Knowledge of Webcapades,  any other party to
such lease,  is in breach or default in any material  respect,  and no event has
occurred that,  with notice or lapse of time would  constitute  such a breach or
default or permit  termination,  modification or acceleration under, such lease;
and

(3) such lease will not cease to be legal, valid, binding,  enforceable,  except
as such  enforcement  may be limited by bankruptcy,  insolvency or other similar
laws affecting the  enforcement of creditors'  rights  generally and except that
the availability of equitable remedies is subject to the discretion of the court
before  which any  proceeding  therefor  may be  brought,  and in full force and
effect  on terms  identical  to those  currently  in  effect  as a result of the
consummation of the  transactions  contemplated by this Agreement,  nor will the
consummation of the  transactions  contemplated  by this Agreement  constitute a
breach or  default  under  such  lease or  otherwise  give the lessor a right to
terminate such lease.

(c) All  Tangible  Personal  Property  is  adequate  and  usable for the use and
purposes for which it is currently used, is in good operating condition, and has
been maintained and repaired in accordance with good business practice.

4.12 Board Approval. The Board of Directors of Webcapades has, at a meeting duly
called and held at which all  members  were  present or by a  unanimous  written
consent: (a) approved and declared advisable this Agreement; (b) determined that
the Merger and other transactions  contemplated by this Agreement are advisable,
fair  to and in the  best  interest  of  Webcapades  and its  stockholders;  (c)
resolved to recommend to the  stockholders of Webcapades (1) the approval of the
Merger and the other transactions  contemplated  hereby and (2) the approval and
adoption of this Agreement; and (d) directed that this Agreement be submitted to
the stockholders of Webcapades for their approval and adoption.

4.13 Insurance. Webcapades has furnished or made available to CGI and Webcapades
Acquisition Sub true and complete copies of all insurance  policies and fidelity
bonds  covering the assets,  business,  equipment,  properties and operations of
Webcapades relating to the Business,  a list of which (by type, carrier,  policy
number,  limits, premium and expiration date) is set forth in Schedule 4.13. All
such  insurance  policies  are in full force and effect and will  remain in full
force and effect with  respect to all events  occurring  prior to the  Effective
Time.

4.14 Permits.  Schedule 4.14 lists all Permits used in or otherwise required for
the conduct of the Business.  Each of the Permits is valid and in full force and
effect.

4.15 Taxes.  (a) All Tax Returns and reports in respect of Taxes  required to be
filed with respect to Webcapades or the Business have been timely filed; (b) all
Taxes  required to be shown on such  returns and reports or  otherwise  due have
been  timely  paid;  (c) all such  returns  and  reports  are true,  correct and
complete in all material  respects;  (d) no adjustment  relating to such returns
has been proposed  formally or informally by any Governmental  Authority and, to
the Knowledge of Webcapades, no basis exists for any such adjustment;  (e) there
are no  pending  or, to the  Knowledge  of  Webcapades,  threatened  actions  or
proceedings  for the  assessment or  collection  of Taxes against  Webcapades or
(insofar as either  relates to the  activities  or income of  Webcapades  or the
Business or could result in Liability of Webcapades on the basis of joint and/or
several liability) any corporation that was includible in the filing of a return
with  Webcapades  on a  consolidated  or combined  basis;  (f) no consent  under
Section 341(f) of the Code has been filed with respect to Webcapades;  (g) there
are no Tax  Liens  on any  assets  of  Webcapades  or of the  Business;  and (h)
Webcapades  has withheld and paid all Taxes  required to have been  withheld and
paid in connection  with any amounts paid or owing to any employee,  independent
contractor,  creditor,  stockholder, or other third party, and all Forms W-2 and
1099  required  with respect  thereto have been  properly  completed  and timely
filed.

4.16 Labor Matters.

(a) The name,  place of employment,  the current  annual salary rates,  bonuses,
deferred  or  contingent  compensation,   pension,  accrued  vacation,   "golden
parachute"  and other like  benefits  paid or payable (in cash or  otherwise) in
2003 and 2004,  the date of  employment  and a  description  of position and job
function of each current salaried  employee,  officer,  director,  consultant or
agent of Webcapades is accurately  stated in that certain  letter re:  employees
dated the date of this Agreement from Scott to S. Patrick Martin,  President and
Chief Executive Officer of Websourced (the "Employee Salaries  Letter").  (b) No
employment,   consulting,   severance  pay,  continuation  pay,  termination  or
indemnification agreements or other similar agreements of any nature (whether in
writing or not) exist between Webcapades and any current or former  stockholder,
officer, director, employee or consultant.

(c)

(1)  Webcapades is not a party to any collective  bargaining  agreement or other
labor union contract applicable to persons employed by Webcapades;

(2) There are no controversies, strikes, slowdowns or work stoppages pending or,
to the Knowledge of  Webcapades,  threatened  between  Webcapades and any of its
employees;

(3) There are no unfair labor practice  complaints  pending  against  Webcapades
before the National Labor Relations Board or any other Governmental Authority or
any current union representation questions involving employees of Webcapades;

(4) Webcapades is currently in compliance  with all applicable  Laws relating to
the employment of labor,  including  those related to wages,  hours,  collective
bargaining  and the payment and  withholding of taxes and other sums as required
by the  appropriate  Governmental  Authority  and have  withheld and paid to the
appropriate  Governmental  Authority  or are  holding for payment not yet due to
such  Governmental  Authority all amounts required to be withheld from employees
of Webcapades and are not liable for any arrears of wages,  taxes,  penalties or
other sums for failure to comply with any of the foregoing;

(5) Webcapades  has paid in full to all its employees or adequately  accrued for
in accordance with GAAP consistently applied all wages,  salaries,  commissions,
bonuses,  benefits and other  compensation due to or on behalf of such employees
provided  however that  Webcapades'  employees  have until the end of a calendar
year to use accrued vacation;

(6) There is no claim with  respect to payment of wages,  salary or overtime pay
that has been asserted or is now pending or threatened  before any  Governmental
Authority  with  respect  to any  Persons  currently  or  formerly  employed  by
Webcapades;

(7)  There is no  charge  or  proceeding  with  respect  to a  violation  of any
occupational safety or health standards that has been asserted or is now pending
or threatened with respect to Webcapades; and

(8) There is no charge of discrimination in employment or employment  practices,
for any reason,  including,  without limitation,  age, gender, race, religion or
other legally protected  category,  which has been asserted or is now pending or
threatened before the United States Equal Employment Opportunity Commission,  or
any other  Governmental  Authority in any  jurisdiction in which  Webcapades has
employed or currently employs any Person.

4.17 Employee Benefit Plans.  Schedule 4.17 lists all Webcapades Employee Plans.
Webcapades has provided or made available to CGI and Webcapades  Acquisition Sub
correct  and  complete  copies of  (where  applicable)  (a) all plan  documents,
summary plan descriptions, summaries of material modifications,  amendments, and
resolutions  related to such plans,  (b) the most recent  determination  letters
received  from the IRS,  (c) the three most recent Form 5500 Annual  Reports and
summary  annual  reports,  (d) the most recent audited  financial  statement and
actuarial  valuation,  and (e) all related  agreements,  insurance contracts and
other agreements  which implement each such Webcapades  Employee Plan. There are
no restrictions  on the ability of the sponsor of each Webcapades  Employee Plan
to amend or terminate any Webcapades  Employee Plan and each Webcapades Employee
Plan may be transferred by Webcapades or its respective  ERISA  Affiliate to the
Webcapades Surviving Corporation.

4.18 Environmental  Matters. (a) Webcapades has all Environmental  Permits which
are required under  Environmental Laws, (b) Webcapades is in compliance with all
terms  and  conditions  of such  Environmental  Permits,  (c)  Webcapades  is in
compliance with all Environmental Laws and any other limitations,  restrictions,
conditions, standards,  prohibitions,  requirements,  obligations, schedules and
timetables  contained in such Environmental Laws or contained in any regulation,
code,  plan,  governmental  Order,  notice or  demand  letter  issued,  entered,
promulgated or approved thereunder, (d) There has not been any event, condition,
circumstance,  activity, practice, incident, action or plan which will interfere
with or  prevent  continued  compliance  with the  terms  of such  Environmental
Permits or which would give rise to any liability under any Environmental Law or
give rise to any common law or statutory  liability,  based on or resulting from
Webcapades'  or  its  agents'  manufacture,   processing,   distribution,   use,
treatment,   storage,  disposal,   transport,  or  handling,  or  the  emission,
discharge, or release into the environment,  of any Hazardous Substance, and (e)
Webcapades  has  taken  all  actions   reasonably   necessary  under  applicable
requirements of Environmental Law to register any products or materials required
to be registered by Webcapades (or any of its agents) thereunder.

4.19 Certain Interests.

(a) No officer, director or stockholder of Webcapades, and no relative or spouse
(or relative of such spouse) who resides  with,  or is a dependent  of, any such
officer or director:

(1) has any direct or indirect financial interest in any competitor, supplier or
customer of  Webcapades,  provided,  however,  that the  ownership of securities
representing no more than three percent (3%) of the outstanding  voting power of
any competitor,  supplier or customer, and which are also listed on any national
securities exchange or traded actively in the national  over-the-counter market,
shall not be deemed to be a "financial  interest"  so long as the Person  owning
such securities has no other  connection or relationship  with such  competitor,
supplier or customer;

(2) owns, directly or indirectly, in whole or in part, or has any other interest
in any tangible or intangible  property which Webcapades uses or has used in the
conduct of the Business or otherwise; or

(3) has outstanding any Indebtedness to Webcapades.

(b) Webcapades has no Indebtedness, Liabilities, nor any other obligation of any
nature  whatsoever to, any officer,  director or stockholder of Webcapades or to
any relative or spouse (or relative of such  spouse) who resides  with,  or is a
dependent of, any such officer, director or stockholder.

4.20  Litigation.  Except as set forth in  Schedule  4.20,  there are no Actions
pending,  or to  Webcapades'  Knowledge,  threatened,  against,  relating  to or
affecting  Webcapades or the Business before any Court,  Governmental  Agency or
any arbitrator or mediator.  Neither  Webcapades nor any of the  Stockholders is
subject to any Order,  including but not limited to any Order which prohibits or
restricts the consummation of the transactions  contemplated hereby or restricts
in any way the ownership or operations of Webcapades or the Business.

4.21 Intellectual Property and Web Sites. Except for software, content, or other
similar  services/property  purchased on a non-exclusive basis through contracts
with  vendors  all of which  contracts  are in full force and effect and none of
which contracts are currently subject to any contractual  disputes nor have been
threatened with cancellation or non-renewal by such vendors,  Webcapades has the
exclusive  rights,  titles  and  interests  in and to any and  all  Intellectual
Property  and all of the Web Sites used by,  being  developed  by, or  otherwise
associated with the present or anticipated future operations of the Business.

4.22 Inventories.  Webcapades' Inventories reflected in the Unaudited Webcapades
Financial  Statements and in the  Webcapades  Audited  Financial  Statements (as
hereinafter  defined),  if any, are in proper working order and of  merchantable
quality,  which can be sold in the ordinary  course of the Business in a fashion
consistent with the historical sales results,  efficiencies,  terms, conditions,
pricing, and inventory turnover patterns of the Business.

4.23 Receivables.  Webcapades'  Receivables reflected in the compiled Webcapades
Financial Statements and in the Webcapades Audited Financial Statements, consist
solely  of bona  fide  accounts  receivable  generated  by the  Business  in the
ordinary  course,  which can be collected in the ordinary course of the Business
in a fashion consistent with the historical  collection  results,  efficiencies,
policies, procedures and patterns of the Business.

4.24   Residency;   Investment   Sophistication;   Backgrounds.   Each   of  the
Stockholders:  (a)  is a  resident  of  Florida;  (b) is a  fully  "accredited",
sophisticated   investor  capable  of  evaluating  the  potential  risks  of  an
investment  in CGI Common  Stock;  (c) has received,  read and  understands  the
public filings of CGI with the United States Securities and Exchange  Commission
("SEC"),  including  but not limited to CGI's Form 10-QSB for the quarter  ended
June 30, 2004, and the "Risk Factors"  described in Item II of such Form 10-QSB;
(d) has been  afforded  a full  opportunity  to  conduct  such  additional  "due
diligence" investigation of CGI, WebSourced,  Cherish and Webcapades Acquisition
Sub,  including  their  respective  businesses,   management,   balance  sheets,
financial  results,  prospects and Risk Factors as such  Stockholder  has deemed
appropriate;  (e) has retained and has been advised by his own competent lawyers
and accountants in regard to the preparation,  negotiation and execution of this
Agreement  and the  transactions  contemplated  herein;  and (f) has never  been
charged,  indicted or convicted of any criminal  offense,  excepting  only minor
traffic violations.

4.25 Brokers.  Neither  Webcapades nor any of the Stockholders have employed any
financial   advisor,   broker  or  finder  other  than   eBizBrokers,   Inc.,  a
Massachusetts corporation ("eBizBrokers"), and neither Webcapades nor any of the
Stockholders  have  incurred nor will incur any broker's,  finder's,  investment
banking  or  similar  fees,  commissions  or  expenses  in  connection  with the
transactions  contemplated  by  this  Agreement  other  than  those  payable  to
eBizBrokers.

4.26  Cash on  Hand.  On the  Closing  Date  Webcapades'  aggregate  cash in its
checking  and money  market  accounts  will exceed the  aggregate  amount of all
Indebtedness and Liabilities shown on the Audited Webcapades Balance Sheet as of
the Closing Date by at least Seven Hundred Thousand Dollars ($700,000).

4.27  Indebtedness and Liabilities.  On the Closing Date Webcapades will be free
and clear of all  Indebtedness  and  Liabilities,  including  but not limited to
liens,  obligations,  claims and  encumbrances,  actual or contingent,  known or
unforeseen,  including but not limited to bank loans, stockholder loans, payroll
claims,  bonus and commission claims,  unpaid payroll taxes, other unpaid taxes,
pension obligations, employment discrimination claims, sexual harassment claims,
breach of  contract  claims,  credit  card  chargebacks  in  excess  of  $1,000,
lawsuits, stock options, stock warrants, phantom stock plans, stock appreciation
rights or plans,  deferred  compensation  agreements,  purchase  agreements that
cannot be cancelled by Webcapades at any time, consulting agreements, employment
agreements other than the Employment  Agreements  referred to in Section 7.1(b),
severance  agreements or "change of control"  agreements of any nature,  and any
other  liabilities  of  any  nature  whatsoever  (collectively,  "Claims  of Any
Nature")  excepting  only those  liabilities  shown on the Unaudited  Webcapades
Balance Sheet subject only to minor adjustments in liability line items incurred
in the ordinary  course of  Webcapades'  business  between June 30, 2004 and the
Closing Date ("Approved Liabilities").

4.28 Material  Information.  All material information  concerning Webcapades has
been provided by the Stockholders to CGI and Webcapades Acquisition Sub.

                                    ARTICLE V
                        REPRESENTATIONS AND WARRANTIES OF
                       CGI AND WEBCAPADES ACQUISITION SUB

In order to induce the  Stockholders and Webcapades to enter into this Agreement
and to consummate  the  transactions  contemplated  hereby,  CGI and  Webcapades
Acquisition Sub represent and warrant to each of the Stockholders and Webcapades
as follows:

5.1  Organization  and  Qualification.  Each of  CGI,  WebSourced,  Cherish  and
Webcapades Acquisition Sub is a corporation duly organized, validly existing and
in good standing under the laws of its respective state of  incorporation.  Each
of CGI, WebSourced,  Cherish and Webcapades Acquisition Sub is duly qualified or
licensed as a foreign corporation to conduct business,  and is in good standing,
under the laws of each jurisdiction where the character of the properties owned,
leased  or  operated  by  it,  or  the  nature  of its  activities,  makes  such
qualification  or  licensing  necessary,  except  where  the  failure  to  be so
qualified,  licensed or in good standing,  individually or in the aggregate, has
not had and would not have a Material Adverse Effect on CGI, WebSourced, Cherish
or Webcapades  Acquisition Sub. Each of CGI, WebSourced,  Cherish and Webcapades
Acquisition  Sub has made available to the  Stockholders  and  Webcapades  true,
complete and correct copies of its Articles of Incorporation and Bylaws, each as
amended to date. Neither CGI, WebSourced, Cherish nor Webcapades Acquisition Sub
is in  default  under  or in  violation  of any  provision  of its  Articles  of
Incorporation  or Bylaws.  All of the issued and  outstanding  shares of capital
stock of, or other equity interests in, Webcapades Acquisition Sub are: (a) duly
authorized,  validly issued, fully paid, non-assessable;  (b) owned, directly or
indirectly, by CGI free and clear of all Liens; and (c) free of any restriction,
including,  without  limitation,  any restriction  which prevents the payment of
dividends to CGI, or otherwise  restricts  the right to vote,  sell or otherwise
dispose  of  such  capital  stock  or  other   ownership   interest  other  than
restrictions under the Securities Act and state securities laws.

5.2 Capital  Structure.  The  authorized  capital  stock of CGI  consists of (a)
100,000,000 shares of CGI Common Stock and (b) 5,000,000 shares of "blank check"
Preferred  Stock,  500,000  shares of which  have been  designated  "Series  One
Preferred Stock". ("CGI Preferred Stock"). As of the date of this Agreement: (1)
27,076,011 shares of CGI Common Stock were issued and outstanding; (2) no shares
of CGI Preferred Stock were issued or outstanding;  (3) 1,500,000  shares of CGI
Common Stock were held in the treasury of CGI; and  (4) 7,512,642  shares of CGI
Common  Stock  were  duly  reserved  for  future  issuance   pursuant  to  CGI's
outstanding  warrants and  options.  Except as  described  above,  there were no
shares  of  voting  or  non-voting  capital  stock,  equity  interests  or other
securities  of CGI  authorized,  issued,  reserved  for  issuance  or  otherwise
outstanding.  All outstanding  shares of CGI Common Stock are, and all shares of
CGI  Common  Stock to be  issued  in  connection  with the  consummation  of the
transactions  contemplated  by this Agreement will be, when issued in accordance
with  the  terms  hereof,  duly  authorized,  validly  issued,  fully  paid  and
non-assessable,  and not  subject  to, or issued in  violation  of,  any kind of
preemptive,  subscription  or any kind of  similar  rights.  There are no bonds,
debentures,  notes or other  indebtedness  of CGI  having  the right to vote (or
convertible  into  securities  having the right to vote) on any matters on which
stockholders  of  CGI  may  vote.  Except  as  described  above,  there  are  no
outstanding  securities,   options,   warrants,   calls,  rights,   commitments,
agreements,  arrangements or undertakings of any kind  (contingent or otherwise)
to which CGI is a party or bound  obligating  CGI to issue,  deliver or sell, or
cause to be issued,  delivered or sold,  additional  shares of capital  stock or
other voting  securities of CGI or  obligating  CGI to issue,  grant,  extend or
enter  into any  agreement  to issue,  grant or  extend  any  security,  option,
warrant, call, right, commitment, agreement, arrangement or undertaking. Neither
CGI,  WebSourced,  Cherish  nor  Webcapades  Acquisition  Sub is  subject to any
obligation or  requirement  to provide funds for, or to make any  investment (in
the form of a loan or  capital  contribution)  to or in any  Person.  All of the
issued and  outstanding  shares of CGI Common Stock were issued in compliance in
all material respects with all applicable federal and state securities laws. The
authorized capital stock of Webcapades Acquisition Sub consists of 10,000 shares
of common stock,  $0.01 par value per share,  100 of which are duly  authorized,
validly issued and fully paid and  non-assessable,  and all of which are, and at
the Closing Date will be, owned by CGI free and clear of any Liens.

5.3 Authorization;  Enforceability.  Each of CGI and Webcapades  Acquisition Sub
has the  corporate  power and  authority  to execute,  deliver and perform  this
Agreement  and the  other  Documents  to  which it is a  party.  The  execution,
delivery and  performance of this Agreement and the other  Documents to which it
is a party and the  consummation  of the  transactions  contemplated  herein and
therein have been duly  authorized  and  approved by each of CGI and  Webcapades
Acquisition  Sub, and no other action on the part of any of them is necessary in
order to give effect thereto.  This Agreement and each of the other Documents to
be executed and  delivered by each of CGI and  Webcapades  Acquisition  Sub have
been duly executed and delivered by, and constitute the legal, valid and binding
obligations  of, each of them,  enforceable  against each of them, in accordance
with their  terms,  except as such  enforcement  may be  limited by  bankruptcy,
insolvency or other similar laws affecting the enforcement of creditors'  rights
generally and except that the  availability of equitable  remedies is subject to
the discretion of the court before which any proceeding therefor may be brought.

5.4 No Violation or Conflict.  None of (a) the execution and delivery by CGI and
Webcapades  Acquisition  Sub of this  Agreement  and the other  Documents  to be
executed  and  delivered  by each of CGI and  Webcapades  Acquisition  Sub,  (b)
consummation by each of CGI and Webcapades  Acquisition Sub of the  transactions
contemplated by this Agreement and the other  Documents,  or (c) the performance
of this  Agreement  and the other  Documents  required by this  Agreement  to be
executed and  delivered  by each of CGI and  Webcapades  Acquisition  Sub at the
Closing,  will (1)  conflict  with or violate the Articles of  Incorporation  or
By-Laws of any of them,  (2) conflict  with or violate any Law,  Order or Permit
applicable  to any of them,  or (3) conflict  with or violate any loan or credit
agreement, note, bond, mortgage, indenture,  contract, agreement, lease or other
instrument  or  obligation  to which  any of them is a party or by which  any of
their respective properties may be bound or affected.

5.5 Governmental Consents and Approvals. The execution, delivery and performance
of  this  Agreement  and the  other  Documents  by  each  of CGI and  Webcapades
Acquisition   Sub  do  not  and  will  not   require  any   consent,   approval,
authorization,  Permit or other order of, action by, filing with or notification
to, any Governmental Authority.

5.6 Litigation.  There is no suit, action,  arbitration,  claim, governmental or
other proceeding before any Governmental  Authority pending or, to the Knowledge
of CGI, threatened,  against CGI, WebSourced,  Cherish or Webcapades Acquisition
Sub.

5.7 Interim  Operations.  Webcapades  Acquisition  Sub was formed solely for the
purpose of engaging in the transactions contemplated by this Agreement, and have
engaged in no other business activities and have conducted their operations only
as contemplated in this Agreement.

5.8  Brokers.  Neither  CGI nor  Webcapades  Acquisition  Sub has  employed  any
financial advisor,  broker or finder, and neither CGI nor Webcapades Acquisition
Sub has incurred and will not incur any broker's,  finder's,  investment banking
or similar fees,  commissions  or expenses in connection  with the  transactions
contemplated by this Agreement.

5.9 Financing. The financing for the Cash Consideration has been obtained and is
satisfactory to CGI.

5.10 Material Information.  All material information concerning CGI, WebSourced,
Cherish and Webcapades Acquisition Sub has been provided to the Stockholders.

5.11 Stock Consideration.  If for any reason a registration statement filed with
the SEC covering the Stock  Consideration  does not become  effective within one
year after the Closing Date,  then  following  such one year  anniversary of the
Closing Date the Stock  Consideration  may be sold or  transferred in accordance
with Rule 144 promulgated under the Securities Act of 1933, as amended.

                                   ARTICLE VI
                                    COVENANTS

6.1 Performance. Subject to the terms and conditions provided in this Agreement,
each of the Parties  shall use its  respective  reasonable  best efforts in good
faith to take or cause to be taken as promptly  as  practicable  all  reasonable
actions that are within its power to cause to be performed and  fulfilled  those
of the conditions  precedent to its  obligations to consummate the  transactions
contemplated  by this Agreement  that are dependent upon its actions,  including
obtaining all necessary approvals, to the end that the transactions contemplated
hereby will be fully and timely consummated.

6.2 Regulatory and Other Authorizations; Notices and Consents.

(a) Each of the Parties will use its best efforts to obtain all  authorizations,
consents,  orders and approvals of all  Governmental  Authorities  and officials
that may be or become  necessary  for its  execution  and  delivery  of, and the
performance  of its  obligations  pursuant  to,  this  Agreement  and the  other
Documents and will cooperate fully with each of the Parties in promptly  seeking
to obtain all such authorizations, consents, orders and approvals.

(b) Each of the Parties  shall give  promptly  such notices to third parties and
use  its  best  efforts  to  obtain  such  third  party  consents  and  estoppel
certificates  as the Parties may deem necessary or desirable in connection  with
the  consummation  of the  transactions  contemplated  by this Agreement and the
other  Documents.  The  Parties  shall  cooperate  with  each  other and use all
reasonable  efforts to assist in giving such notices and obtaining such consents
and estoppel certificates.

6.3  Notification.  From the date this  Agreement is signed by the Parties until
the  Closing,  each  Party to this  Agreement  shall  promptly  notify the other
Parties in writing of the occurrence,  or pending or threatened  occurrence,  of
(a) any event that would  constitute a breach or violation of this  Agreement by
any Party or that could reasonably be anticipated to cause any representation or
warranty made by the notifying Party in this Agreement to be false or misleading
in any respect  (including without  limitation,  any event or circumstance which
would have been required to be disclosed on the applicable  disclosure  Schedule
if such  event or  circumstance  occurred  or existed on or prior to the date of
this Agreement),  and (b) all other material developments  affecting the assets,
Liabilities,  business, financial condition,  operations, results of operations,
customer or supplier relations, employee relations,  projections or prospects of
such  Party.  Any  such  notification  shall  not  limit  or  alter  any  of the
representations,  warranties  or  covenants  of the  parties  set  forth in this
Agreement  nor any rights or remedies a Party may have with  respect to a breach
of any representation, warranty or covenant.

6.4 Conduct of Business Pending Closing.

(a) At all times prior to the Closing Date, Webcapades covenants and agrees that
it shall  conduct  the  Business  only in the  ordinary  course of its  Business
consistent  with past  practices,  and  Webcapades  shall  use its  commercially
reasonable  efforts  consistent  with past  practices  to  preserve  intact  the
Business  and to  keep  available  satisfactory  relationships  with  suppliers,
customers and others having business  relationships with it, excepting only that
the  Stockholders  shall be permitted to cause  Webcapades to transfer,  assign,
release or otherwise dispose of the following assets:

(1) cash in excess of that required for Webcapades to comply with Section 4.26;

(2) two  Promissory  Notes  receivable - Ozona Online  Network,  Inc.,  totaling
$150,000.00, as of June 30, 2004;

(3) a certain  Promissory  Note  receivable  - William  L.  Mitchell  and Sharon
Mitchell for $62,984.96 as of June 30, 2004;

(4) a certain Note  Receivable - Dennison & King P.L. for  $94,218.00 as of June
30, 2004;

(5) an Investment in Mandalay 669, LLC for $350,000.00; and

(6) a Lincoln SUV.

Except in regard to clauses  6.4(a)(1)  through 6.4(a)(6) listed above, from the
date of this  Agreement  until the Closing  Date there shall not be any material
increases or decreases in  compensation,  capital  expenditures,  asset sales or
affiliate transactions  involving Webcapades and/or the Stockholders,  nor shall
there be any unusual cash withdrawals,  unusual  payments,  unusual contracts or
contract  provisions,  or  other  unusual  transactions  or  business  practices
involving Webcapades and/or the Stockholders.

(b) At all times prior to the Closing  Date,  except as  otherwise  set forth in
this Agreement Webcapades Acquisition Sub covenants and agrees that it will not,
directly  or  indirectly,   conduct  any  business  or  incur  any   Liabilities
(contingent or otherwise).

(c) Webcapades and the  Stockholders  agree that during the period from the date
of  signing  of this  Agreement  until  the  Closing  Date,  Webcapades  and the
Stockholders  shall refrain from entering into,  participating in, or responding
to, any other negotiations,  discussions, contracts, letters of intent, or other
arrangements  of any nature with any third parties  (other than CGI) regarding a
disposition  of  Webcapades'  Business  or  assets,  the  sale of the  stock  of
Webcapades,  or any other  actions  which  might  have the  effect of  impeding,
delaying  or  making  more  costly  the  Merger,  provided,  however,  that this
agreement   shall  no  longer  be  legally   binding  upon  Webcapades  and  the
Stockholders if the Closing has not occurred by August 31, 2004.


                                   ARTICLE VII
                               EMPLOYMENT MATTERS

7.1  Current  Employees.  On the Closing  Date,  there will be no changes in the
employment  status,  or in  the  terms  and  conditions  of  employment,  of the
employees of Webcapades  Surviving  Corporation  prior to the Merger,  except as
follows:

(a) the  aggregate  annual base salary of each  current  employee of  Webcapades
shall be adjusted as set forth in the Employee Salaries Letter; and

(b) On or before the Closing Date,  Scott and Kristi shall enter into Employment
Agreements in the forms of Exhibits 7.1(b)(1) and 7.1(b)(2), respectively.

7.2 Management of Surviving Corporation.  Scott and CGI mutually acknowledge and
agree that they intend for Scott, as the President and Chief  Executive  Officer
of Cherish and of Webcapades  Surviving  Corporation,  to manage and control the
day-to-day  operations of Cherish and Webcapades Surviving  Corporation pursuant
to the Articles of Incorporation and Bylaws of Cherish and Webcapades  Surviving
Corporation,  respectively,  but subject to the overall control of the Boards of
Directors of Cherish and Webcapades Surviving Corporation, respectively. Without
limiting the generality of the foregoing:

(a) Scott and CGI mutually  acknowledge and agree that they intend for Scott, as
the President and Chief  Executive  Officer of Cherish and Webcapades  Surviving
Corporation , to have control over day-to-day business operations of Cherish and
Webcapades  Surviving  Corporation,  including primary  authority  regarding the
hiring and firing of personnel,  marketing  strategy,  pricing and other product
and service strategies; but

(b) Scott and CGI also mutually  acknowledge and agree: that they intend for the
Boards of Directors of Cherish and Webcapades Surviving Corporation to establish
and  communicate  to Scott,  as the  President  and Chief  Executive  Officer of
Cherish and  Webcapades  Surviving  Corporation,  from time to time,  management
controls  representing  policies  established  by such Boards of Directors;  and
that,  without  limiting  the  generality  of the  foregoing,  neither  Cherish,
Webcapades Surviving Corporation,  nor any of their respective  subsidiaries may
take or agree to take, and Scott shall not cause,  assist nor participate in any
fashion in Cherish, Webcapades Surviving Corporation, or any of their respective
subsidiaries  taking or agreeing to take, any of the following actions,  without
the  prior  express  approving  vote of the Board of  Directors  of  Cherish  or
Webcapades Surviving Corporation, as applicable:

(1) amend the  Articles  of  Incorporation  or By-laws of Cherish or  Webcapades
Surviving Corporation;

(2) wind-up,  liquidate,  dissolve or reorganize Cherish or Webcapades Surviving
Corporation, or adopt a plan or proposal contemplating any of the foregoing;

(3) approve the annual budget of Cherish or Webcapades Surviving Corporation for
any  fiscal  year,  or  approve  any  course of action  which is likely to cause
Cherish or  Webcapades  Surviving  Corporation  to  materially  deviate from its
budget;

(4) elect or remove  corporate  officers  of  Cherish  or  Webcapades  Surviving
Corporation;

(5)  change  the  base or  bonus  compensation  structure  of any of the  senior
management level employees of Cherish or Webcapades Surviving Corporation;

(6) enter  into,  modify  or  terminate  any  employment  agreements,  severance
agreements,  profit sharing plans, pension plans, or similar agreements with any
employee of or consultant to Cherish or Webcapades Surviving Corporation;

(7) issue securities of Cherish or Webcapades Surviving  Corporation,  including
debt or equity securities,  options, rights or warrants, or any other securities
which are  convertible  into or  exchangeable  for shares of common or preferred
stock of Cherish or Webcapades Surviving Corporation;

(8) register any securities of Cherish or Webcapades Surviving Corporation;

(9) merge,  consolidate or combine Cherish or Webcapades  Surviving  Corporation
with any other corporation, partnership or other entity;

(10) sell assets of Cherish or Webcapades Surviving  Corporation,  other than in
the ordinary course of business;

(11)  purchase,  sell,  lease,  acquire or dispose of stock or assets  valued at
$25,000  or more,  including  acquiring  another  company,  division  or line of
business (other than matters  provided for in Cherish's or Webcapades  Surviving
Corporation's annual budget approved in accordance with this Section);

(12) declare or pay any  dividends or any other  distribution  in respect of any
securities of Cherish or Webcapades Surviving Corporation, or redeem, acquire or
retire any securities;

(13) make or commit to make  during  any fiscal  year  capital  expenditures  or
capital leases (other than capital  expenditures and capital leases provided for
in Cherish's or Webcapades  Surviving  Corporation's  annual budget  approved in
accordance with this Section) which, in the aggregate, exceed $25,000;

(14) enter into any contract,  commitment or  arrangement of any nature with any
corporation,  partnership  or  other  entity  directly  or  indirectly  owned or
controlled  by, or an  Affiliate  of, any  employee  of  Cherish  or  Webcapades
Surviving  Corporation,  or by  any  relative  of any  employee  of  Cherish  or
Webcapades Surviving Corporation;

(15) create any  committee of the Board of  Directors,  or change a committee of
the Board of Directors, of Cherish or Webcapades Surviving Corporation;

(16) borrow, issue bonds or notes, or otherwise incur debt or guarantee any debt
(other than accounts  payable  incurred in the ordinary course of business,  and
any  borrowing,  issuance of bonds or notes,  or other debt or guarantees of any
debt  provided for in Cherish's or  Webcapades  Surviving  Corporation's  annual
budget approved in accordance with this Section);

(17) mortgage,  pledge,  grant a security  interest,  or otherwise  encumber the
assets of Cherish or Webcapades Surviving  Corporation (other than any mortgage,
pledge,  grant of  security  interest,  or  other  encumbrance  provided  for in
Cherish's  or  Webcapades  Surviving  Corporation's  annual  budget  approved in
accordance with this Section);

(18) initiate or settle any lawsuit or arbitration  proceeding involving Cherish
or Webcapades Surviving Corporation, other than actions to collect debts owed to
Cherish or Webcapades Surviving Corporation;

(19) retain  independent  certified  public  accountants  to audit the books and
financial records of Cherish or Webcapades Surviving Corporation;

(20) issue any press release of any type without the prior  written  approval of
the Chief Executive Officer of CGI; or

(21) take any action  referred to in clauses (1) through (20) above,  inclusive,
relating to any subsidiary of Cherish or Webcapades Surviving Corporation; and

(c) Scott will report  directly to S. Patrick  Martin,  the  President and Chief
Executive Officer of WebSourced, or his successor.

7.3 Assistant  Controller.  Following the Closing Date,  Cherish and  Webcapades
Surviving  Corporation shall jointly hire a corporate Assistant  Controller (the
"Assistant  Controller")  jointly  selected by Scott,  as  President  and CEO of
Cherish and of Webcapades  Surviving  Corporation,  and by S. Patrick Martin, as
the  President  and  Chief  Executive  Officer  of  WebSourced.   The  Assistant
Controller  will be invited  to attend  all  Cherish  and  Webcapades  Surviving
Corporation  management  meetings  attended by the  Controller of Cherish or the
Controller of Webcapades  Surviving  Corporation,  and the Assistant  Controller
will  report to the  Controller  of Cherish,  to the  Controller  of  Webcapades
Surviving Corporation,  and, as requested,  to the President and Chief Executive
Officer and Chief Financial Officer of WebSourced.

                                  ARTICLE VIII
                             PRE-CLOSING ASSIGNMENTS

8.1 Sale and Assignment of Intellectual  Property. The Stockholders hereby sell,
convey,  give,  grant,  assign and  transfer to  Webcapades  any and all rights,
titles and interests of any nature  whatsoever  which they may have in or to the
ownership or use of any and all  Intellectual  Property and Web Sites used in or
associated with Webcapades or the Business.

8.2 Sale and Assignment of All Internet Interests. The Stockholders hereby sell,
convey,  give,  grant,  assign and  transfer to  Webcapades  any and all rights,
titles and interests of any nature  whatsoever,  legal or beneficial,  active or
passive,  which any of them may have in or to any other Person,  business or Web
Site involving the sale or provision of information,  goods or services over the
internet, it being expressly acknowledged and agreed by the Stockholders that it
is the intent of the Parties and of this Agreement that following the Merger the
Stockholders'  only Business  Interests in regard to on-line dating and personal
relationships,  or other  businesses  of any  nature  whatsoever  involving  the
internet,  will be their  interests in CGI,  WebSourced,  Cherish and Webcapades
Surviving Corporation.

                                   ARTICLE IX
                                     EARNOUT

9.1 Contingent Earnout. Following the Closing Date, the Merger Consideration may
be increased as follows: The Stockholders are entitled to earn a payment in cash
(the  "Earnout")  contingent  upon the aggregate  pre-tax  earnings of the Scott
Managed  Businesses  during the Earnout Period as certified by CGI's independent
certified public  accountants (the "Certified  Aggregate  Earnout Period Pre-Tax
Earnings of the Scott Managed Businesses"), per the following schedule:

                  Certified Aggregate Earnout Period
                  Pre-Tax Earnings of the
                  Scott Managed Businesses                    Earnout
                  Less than $4,000,000                              $0
                  Between $4,000,000 and $4,999,999           $100,000
                  Between $5,000,000 and $5,999,999           $200,000
                  Between $6,000,000 and $6,999,999           $300,000
                  Between $7,000,000 and $7,999,999           $400,000
                  $8,000,000 or more                          $500,000

The Earnout shall be paid within ten (10) days following the receipt by CGI from
CGI's  independent  certified  public  accountants  of the  Certified  Aggregate
Earnout Period Pre-Tax  Earnings of the Scott Managed  Businesses.  CGI will use
its best efforts to ensure that CGI's independent public accountants deliver the
Certified  Aggregate  Earnout  Period  Pre-Tax  Earnings  of the  Scott  Managed
Businesses  no  later  than 60 days  after  the end of the  Earnout  Period.  In
calculating the Certified Aggregate Earnout Period Pre-Tax Earnings of the Scott
Managed  Businesses  (a) the aggregate  net increase in employees'  salaries and
benefits  contemplated by Section 7.1, (b) the aggregate  salary and benefits of
the Assistant Controller contemplated to be hired under Section 7.3, and (c) the
aggregate  costs in regard to new perks for  Webcapades'  employees  (e.g.  free
lunches)  that are  required/requested  by  WebSourced,  shall  be  added  back,
dollar-for-dollar,  into such earnings to the effect that such  calculation will
be made as if such  increases in employee  salaries,  benefits and perks had not
occurred.

                                    ARTICLE X
                               REGISTRATION RIGHTS

10.1  Filing  of  Registration  Statement.   The  Stock  Consideration  will  be
unregistered,  restricted  stock and shall constitute  restricted  securities as
that term is defined in Rule 144  promulgated  under the Securities Act of 1933,
as amended.  For purposes of  calculating  the one-year hold period in regard to
said Rule 144,  such period  shall  commence at the  Effective  Time.  The Stock
Consideration  will be  unregistered,  restricted  stock.  CGI hereby agrees and
covenants  that  it  will  file  a  registration  statement  (the  "Registration
Statement") with the SEC,  covering the Stock  Consideration and other shares of
CGI Common Stock,  no later than  December 31, 2004,  and that CGI will use good
faith efforts to cause the  Registration  Statement to be declared  effective by
the SEC as soon as practicable thereafter.

                                   ARTICLE XI
                         CONDITIONS PRECEDENT TO CLOSING

11.1 Conditions  Precedent to the Obligations of the Parties.  The obligation of
each of the Parties to consummate the  transactions  described in this Agreement
shall be subject to the  fulfillment  on or before the Closing of the  following
conditions  precedent,  each of  which  may be  waived  by a Party  in its  sole
discretion:

(a)   Representations,   Warranties  and  Covenants  of  the   Stockholders  and
Webcapades.   The   representations  and  warranties  of  the  Stockholders  and
Webcapades  contained  in this  Agreement  shall have been true and correct when
made and shall be true and correct in all  material  respects as of the Closing,
with the same force and  effect as if made as of the  Closing  Date,  other than
such  representations and warranties that are expressly made as of another date,
and the covenants and agreements contained in this Agreement to be complied with
by the  Stockholders  and  Webcapades  on or before the Closing  shall have been
complied  with,  and CGI and  Webcapades  Acquisition  Sub shall have received a
certificate  from the  Stockholders  and Webcapades to such effect signed by the
Stockholders and by a duly authorized officer of Webcapades.

(b) Representations,  Warranties and Covenants of CGI and Webcapades Acquisition
Sub.  The   representations  and  warranties  of  each  of  CGI  and  Webcapades
Acquisition  Sub  contained in this  Agreement  shall have been true and correct
when made and  shall be true and  correct  in all  material  respects  as of the
Closing, with the same force and effect as if made as of the Closing Date, other
than such  representations  and warranties that are expressly made as of another
date,  and the  covenants  and  agreements  contained  in this  Agreement  to be
complied  with by CGI and  Webcapades  Acquisition  Sub on or before the Closing
shall have been complied with, and Webcapades  shall have received a certificate
to such  effect  signed  by a duly  authorized  officer  of CGI  and  Webcapades
Acquisition Sub.

(c) No Adverse Change of Webcapades. No events or conditions shall have occurred
which  individually  or in  the  aggregate,  have  had,  or  may  reasonably  be
anticipated to give rise to any Material Adverse Effect on Webcapades.

(d) No Adverse Change of CGI, WebSourced, Cherish or Webcapades Acquisition Sub.
No events  or  conditions  shall  have  occurred  which  individually  or in the
aggregate,  have  had,  or may  reasonably  be  anticipated  to give rise to any
Material Adverse Effect on CGI,  WebSourced,  Cherish or Webcapades  Acquisition
Sub.

(e) Governmental Approvals.  Any and all approvals from Governmental Authorities
required for the lawful  consummation of the  transactions  contemplated by this
Agreement  and the other  Documents  shall have been  obtained.  The Articles of
Merger and Plan of Merger shall have been filed with the  Department of State of
the State of Florida.

(f) Consents.  Any and all needed  consents and approvals from third parties for
the  consummation  of the  transactions  contemplated  by this Agreement and the
other  Documents  shall have been  obtained,  including  but not  limited to the
consent  of  Webcapades'   landlord  Dallas  XXIX  Corporate  Square,  L.P.  and
Webcapades' credit card processing company Humboldt Merchant Services.

(g) No  Actions,  Suits or  Proceedings.  No Order of any Court or  Governmental
Authority  shall  have been  issued  restraining,  prohibiting,  restricting  or
delaying,  the consummation of the  transactions  contemplated by this Agreement
and the other Documents.  No Litigation shall be pending or, to the Knowledge of
the  Parties to this  Agreement,  threatened,  before any Court or  Governmental
Authority to restrain,  prohibit,  restrict or delay,  or to obtain damages or a
discovery  order  in  respect  of  this  Agreement  or the  consummation  of the
transactions  contemplated  hereby.  No  insolvency  proceeding of any character
including  without   limitation,   bankruptcy,   receivership,   reorganization,
dissolution or arrangement with creditors,  voluntary or involuntary,  affecting
Webcapades  shall be pending,  and Webcapades shall not have taken any action in
contemplation  of, or which would  constitute the basis for, the  institution of
any such proceedings.

(h)  Webcapades  Shares.  The  Stockholders  shall  have  delivered   Webcapades
Certificates evidencing all of the Webcapades Shares to CGI.

(i) Merger  Consideration.  CGI shall have delivered the Merger Consideration in
accordance with Exhibit 2.6.

(j) Closing Documents.  Each Party shall have delivered to the other Parties, as
applicable, the resolutions,  certificates,  documents and instruments set forth
below:

(1) a copy of the  resolutions  duly,  validly  and  unanimously  adopted by the
Boards  of  Directors  and  stockholders  of  Webcapades,   CGI  and  Webcapades
Acquisition Sub, certified by the corporate  secretary of the applicable entity,
authorizing  and approving the  execution and delivery and  performance  of this
Agreement and the other Documents and the transactions  contemplated  hereby and
thereby;

(2) the corporate  minute books and stock record books of Webcapades  shall have
been delivered to Webcapades Acquisition Sub, as applicable; and

(3)  such  other  Documents  and  instruments  as a  Party  or its  counsel  may
reasonably request.

(k) Audited Financial  Statements.  Poulos & Bayer, Ltd. shall have delivered to
CGI audited financial statements of Webcapades for 2002, 2003 and the first half
of 2004,  prepared  in  accordance  with  GAAP,  and  accompanied  by a  signed,
unqualified opinion of Poulos & Bayer, Ltd. (the "Audited  Webcapades  Financial
Statements"),  and an audited  balance  sheet of  Webcapades as of June 30, 2004
(the "Audited Webcapades Balance Sheet"),  and such Audited Webcapades Financial
Statements and Audited  Webcapades  Balance Sheet shall be consistent,  in CGI's
sole  discretion,   with  the  Unaudited  Webcapades  Financial  Statements  and
Unaudited  Webcapades  Balance Sheet which have previously been provided to CGI.
Within 5 days  after  completion  of said  audit or at least 5 days prior to the
Closing  Date,  CGI shall  notify  Scott that the  condition  specified  in this
subsection has been met.

(l) Cash in Excess  of  Liabilities.  Webcapades  shall  demonstrate  to CGI and
Webcapades  Acquisition Sub that on the Closing Date Webcapades'  aggregate cash
in its checking and savings  accounts exceeds by at least Seven Hundred Thousand
Dollars  ($700,000)  the  aggregate  amount  of  Webcapades'   Indebtedness  and
Liabilities  on  the  Closing  Date  (or,  at  Webcapades'  election,  the  Cash
Consideration may be adjusted downward in accordance with Section 2.10).

(m) Due Diligence.  CGI shall have completed its due diligence  investigation of
Webcapades  (including  without limitation an examination of corporate books and
records,  financials,  historical  operations,  management,  business practices,
computer  systems,  prospects,  legal,  tax, ERISA and other  matters),  and the
results  of  such  investigation  shall  be  satisfactory  to CGI  in  its  sole
discretion.  At least 5 days prior to the Closing  Date,  CGI shall notify Scott
that the condition specified in this subsection has been met.

(n)  Financing.  CGI  shall  have  successfully  raised  the $3.5  million  Cash
Consideration on terms and conditions  acceptable to CGI in its sole discretion.
At least one day prior to the Closing  Date,  CGI shall notify the  Stockholders
that the condition specified in this subsection has been met, and shall identify
the name(s) and address(es) of the Person(s) providing said financing.


                                   ARTICLE XII
                                 INDEMNIFICATION

12.1 Survival of Representations,  Warranties and Covenants. The representations
and warranties  contained in this  Agreement  shall survive as follows until the
expiration  of  the  applicable  statute  of  limitations.   All  covenants  and
agreements  contained in this Agreement (and in the corresponding  covenants and
agreements  set forth in any of the  Documents)  shall  survive  the Closing and
continue in full force until fully performed in accordance with their terms.

12.2 Indemnification.

(a) The  Stockholders  agree  to,  jointly  and  severally,  indemnify  and hold
harmless  CGI and  Webcapades  Acquisition  Sub,  and each of  their  respective
successors and assigns,  together with all of their officers and directors, from
and against  any and all losses,  damages,  liabilities,  obligations,  costs or
expenses  (any one such item  being  herein  called a "Loss"  and all such items
being herein  collectively  called "Losses") which are caused by or arise out of
(1) any breach or default in the  performance by the  Stockholders or Webcapades
of any covenant or agreement of the Stockholders or Webcapades contained in this
Agreement;  (2) any  material  breach of warranty  or  inaccurate  or  erroneous
representation  made by the Stockholders or Webcapades herein, in this Agreement
or in any  Schedule  (including  the  Disclosure  Schedule)  delivered to CGI or
Webcapades  Acquisition  Sub  pursuant  hereto  or in any  certificate  or other
instrument  delivered by or on behalf of the Stockholders or Webcapades pursuant
hereto;  and (3)  any and all  actions,  suits,  proceedings,  claims,  demands,
judgments,  costs and expenses (including  reasonable legal fees) arising out of
the  foregoing,  if and to the  extent  that  such  aggregate  Losses  exceed an
aggregate of Fifty Thousand Dollars  ($50,000).  Without limiting the generality
of the immediately  preceding  sentence,  the Stockholders shall fully indemnify
and hold harmless CGI and Webcapades Acquisition Sub from and against all Claims
of Any Nature  regarding  Webcapades  created or  incurred  prior to the Closing
other  than  the  Approved  Liabilities  ("Unapproved  Liabilities")  until  the
applicable  statutes of limitations expire in regard to such liabilities if such
aggregate  Unapproved  Liabilities exceed Fifty Thousand Dollars  ($50,000).  If
Webcapades  has aggregate  Losses  and/or  Unapproved  Liabilities  which exceed
$50,000, then CGI shall be permitted to apply and offset, dollar-for-dollar, the
amount of such aggregate Losses and/or Unapproved Liabilities against the unpaid
portion of the Notes  and/or  against  the  Earnout,  in each case on a pro rata
basis.

(b) CGI and  Webcapades  Acquisition  Sub, and agree to,  jointly and severally,
indemnify  and hold  harmless  the  Stockholders  and  each of their  respective
successors and assigns,  from and against any and all Losses which are caused by
or arise out of (1) any material  breach or default in the performance by CGI or
Webcapades  Acquisition  Sub of any covenant or  agreement  of CGI,  WebSourced,
Cherish or  Webcapades  Acquisition  Sub  contained in this  Agreement;  (2) any
material  breach of warranty or inaccurate or erroneous  representation  made by
CGI or Webcapades  Acquisition Sub herein,  in this Agreement or in any Schedule
delivered  to  the  Stockholders  or  Webcapades   pursuant  hereto  or  in  any
certificate or other  instrument  delivered by or on behalf of CGI or Webcapades
Acquisition  Sub  pursuant  hereto;   and  (3)  any  and  all  actions,   suits,
proceedings,   claims,  demands,   judgments,   costs  and  expenses  (including
reasonable  legal fees) arising out of the foregoing,  if and to the extent that
such aggregate Losses exceed an aggregate of Fifty Thousand Dollars ($50,000).

(c) Any indemnified  party seeking  indemnification  hereunder shall give to the
party obligated to provide  indemnification  to such indemnified  party a notice
describing  in  reasonable  detail  the  facts  giving  rise  to any  claim  for
indemnification  hereunder  and shall  include in such  notice the amount or the
method of  computation  of the  amount of such  claim,  and a  reference  to the
provision  of this  Agreement  or any other  agreement,  document or  instrument
executed  pursuant  hereto or in  connection  herewith  upon which such claim is
based.   After  the  giving  of  any  notice  pursuant  hereto,  the  amount  of
indemnification  to which an  indemnified  party  shall be  entitled  under this
Article XII shall be determined by the written agreement between the indemnified
party and the  indemnifying  party or by a final judgment or decree of any Court
of competent jurisdiction.

12.3  Third  Party  Claim.  If any  third  person  asserts  a claim  against  an
indemnified  party  hereunder  that, if successful,  might result in a claim for
indemnification against any indemnifying party hereunder, the indemnifying party
shall be given  prompt  written  notice  thereof and shall have the right (a) to
participate  in the  defense  thereof  and be  represented,  at  this or its own
expense,  by advisory  counsel selected by it, and (b) to approve any settlement
if the  indemnifying  party  is,  or will be,  required  to pay any  amounts  in
connection therewith. Notwithstanding the foregoing, if within ten (10) Business
Days after delivery of the  indemnified  party's  notice  described  above,  the
indemnifying  party  indicates  in writing to the  indemnified  party  that,  as
between  such  parties,  such  claims  shall  be  fully  indemnified  for by the
indemnifying  party as provided herein,  then the indemnifying  party shall have
the right to control the defense of such claim,  provided  that the  indemnified
party shall have the right  (1) to  participate  in the  defense  thereof and be
represented, at his or its own expenses, by advisory counsel selected by it, and
(2) to approve any settlement if the indemnified party's interests are, or would
be,  affected  thereby,  which  approval  shall  not be  unreasonably  withheld,
conditioned or delayed. ARTICLE XIII WARRANTS

13.1  Issuance of Warrants.  At the Closing,  Scott shall be issued  warrants to
purchase CGI Common Stock in accordance with the following terms and conditions:

Number
of           Exercise  Vesting              Expiration
Shares       Price       Date                  Date                 Conditions
50,000       (1)       1st anniversary     5th anniversary        (4), (5), (6)
                       of the Closing Date of the Closing Date
50,000       (2)       2nd anniversary     6th anniversary        (4), (5), (6)
                       of the Closing Date of the Closing Date
50,000       (3)       3rd anniversary     7th anniversary        (4), (5), (6)
                       of the Closing Date of the Closing Date

(1) Closing price per share of CGI Common Stock on the last trading day prior to
the Closing Date.

(2) Closing price per share of CGI Common Stock on the last trading day prior to
the first anniversary of the Closing Date.

(3) Closing price per share of CGI Common Stock on the last trading day prior to
the second anniversary of the Closing Date.

(4) Such  warrants  shall be evidenced by the typical form of Warrant  Agreement
used by CGI,  and all terms and  conditions  of such form of  Warrant  Agreement
shall apply to and limit such warrants (for  example,  and without  limiting the
generality  of the  foregoing:  as in the case of all  warrants  granted  by CGI
including  those  issued or to be issued to  Gerard  M.  Jacobs  and S.  Patrick
Martin, the number of shares covered by such warrants,  and the strike price per
share of such warrants,  shall be appropriately  adjusted to reflect any and all
stock splits, stock dividends,  and other corporate events following the date of
issuance of such warrants).

(5) Such  warrants  shall not become  vested and  therefore  cannot be exercised
until the vesting  date of such  warrants,  and such  warrants  shall  terminate
immediately in the event that Scott is not continuously employed by a subsidiary
of CGI,  for any reason,  from the Closing  Date until the vesting  date of such
warrants.

(6) Such  warrants  shall  terminate if not  exercised  within  thirty (30) days
following Scott's last day of employment by a subsidiary of CGI.


                                   ARTICLE XIV
                                   TERMINATION

14.1 Termination.

(a) Either Party shall have the right to terminate  this  Agreement in the event
that one of the conditions precedent to Closing set forth in Section 11.1 cannot
be met.

(b) This Agreement  shall  terminate if the Closing does not occur by August 31,
2004, unless such date is extended by mutual agreement of the Parties.

14.2 Refundable Earnest Money Deposit Check.

(a) If this Agreement is terminated for any reason, then the $350,000 Refundable
Earnest  Money  Deposit  Check being held by  eBizBrokers  shall be  immediately
returned to WebSourced, uncashed.

(b) If this  Agreement  proceeds  to a  successful  Closing,  then the  $350,000
Refundable  Earnest  Money  Deposit  Check  being held by  eBizBrokers  shall be
endorsed over from the eBizBrokers  Client Escrow Account into the client escrow
account of the law firm at whose  offices  the  Closing  takes  place,  and such
$350,000 shall be applied toward and credited against the Cash Consideration.

                                   ARTICLE XV
                                 TAX ALLOCATIONS

15.1 Tax  Allocations.  Until the  Closing  Date,  Webcapades  will  continue to
operate  as a "Sub S"  corporation,  whose  income  is taxed at the  shareholder
level. Following the Closing, Webcapades Surviving Corporation will operate as a
"C corp",  whose income is taxed at the corporate  level.  Without  limiting the
generality of Sections 4.15 and 4.27, the Stockholders expressly acknowledge and
agree  that they will be  jointly  and  severally  liable for the due and timely
payment of all income taxes arising from the  operating of  Webcapades  prior to
the Closing Date.

                                   ARTICLE XVI
                                  MISCELLANEOUS

16.1 Notices. All notices, requests, consents and other communications hereunder
shall be in writing,  shall be addressed to the  receiving  Party's  address set
forth  below  or to such  other  address  as a Party  may  designate  by  notice
hereunder,  and shall be either  (a) delivered  by hand,  (b) made by  facsimile
transmission, (c) sent by recognized overnight courier, or (d) sent by certified
mail, return receipt requested, postage prepaid.

                  If to CGI or Webcapades Acquisition Sub to:
                                        CGI Holding Corporation
                                        520 Lake Cook Road, Suite 690
                                        Deerfield, IL  60015
                                        Attn: Gerard M. Jacobs

                  With a copy to:       Craig E. Behrenfeld
                                        Barnett, Bolt, Kirkwood, Long & McBride
                                        601 Bayshore Blvd.
                                        Suite 700
                                        Tampa, FL  33606

                  And with a copy to:   WebSourced, Inc.
                                        300 Perimeter Park Drive, Suite D
                                        Morrisville, NC  27560
                                        Attn:  S. Patrick Martin

                  If to the Stockholders or Webcapades:
                                        Scott P. Mitchell
                                        Webcapades, Inc.
                                        28050 US 19 N
                                        Clearwater, FL  33761

                  With a copy to:       Law Offices of Nicholas Taldone
                                        2536 Countyside Blvd.
                                        Clearwater, FL  33763
                                        Attention:  Nicholas Taldone


All notices,  requests,  consents and other  communications  hereunder  shall be
deemed  to have  been  delivered  (1) if  by hand,  at the time of the  delivery
thereof to the receiving party at the address of such party set forth above, (2)
if sent by facsimile transmission,  at the time receipt has been acknowledged by
electronic  confirmation or otherwise,  (3) if sent by overnight courier, on the
next  business  day  following  the day such notice is  delivered to the courier
service,  or (4) if sent by  certified  mail,  on the fifth (5th)  Business  Day
following the day such mailing is made.

16.2 Entire Agreement.  This Agreement and the other Documents embody the entire
agreement  and  understanding  between the Parties  with  respect to the subject
matter  hereof  and  supersede  all  prior  oral  or  written   agreements   and
understandings   relating  to  the  subject   matter   hereof.   No   statement,
representation,  warranty,  covenant or agreement of any kind not  expressly set
forth  in the  Documents  shall  affect,  or be used  to  interpret,  change  or
restrict, the express terms and provisions of this Agreement.

16.3  Binding  Effect.  This  Agreement  shall be binding  upon and inure to the
benefit  of  the  Parties  and  their  respective  successors,  heirs,  personal
representatives, legal representatives, and permitted assigns.

16.4  Assignment.  Neither  this  Agreement,  nor any  right  hereunder,  may be
assigned by any of the Parties  without the prior  written  consent of the other
Parties.

16.5  Modifications  and Amendments.  The terms and provisions of this Agreement
may be modified  or amended  only by written  agreement  executed by all Parties
hereto.

16.6  Waivers.  The terms and  provisions of this  Agreement  may be waived,  or
consent for the departure  therefrom granted,  only by written document executed
by the Party  entitled  to the  benefits  of such terms or  provisions.  No such
waiver or consent shall be deemed to be or shall  constitute a waiver or consent
with respect to any other terms or provisions of this Agreement,  whether or not
similar.  Each such waiver or consent  shall be  effective  only in the specific
instance and for the purpose for which it was given,  and shall not constitute a
continuing  waiver or consent.  No failure or delay by a Party in exercising any
right,  power or remedy under this  Agreement,  and no course of dealing between
the Parties hereto, shall operate as a waiver of any such right, power or remedy
of the Party. No single or partial exercise of any right,  power or remedy under
this Agreement by a Party,  nor any  abandonment or  discontinuance  of steps to
enforce  any such right,  power or remedy,  shall  preclude  such Party from any
other or further exercise  thereof or the exercise of any other right,  power or
remedy  hereunder.  The election of any remedy by a Party shall not constitute a
waiver of the right of such Party to pursue other available remedies.  No notice
to or  demand on a Party not  expressly  required  under  this  Agreement  shall
entitle the party receiving such notice or demand to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the rights
of the Party giving such notice or demand to any other or further  action in any
circumstances without such notice or demand.

16.7 No Third Party Beneficiary.  Except as otherwise  provided herein,  nothing
expressed or implied in this  Agreement is intended,  or shall be construed,  to
confer  upon or give any Person  other  than the  Parties  and their  respective
heirs, personal representatives, legal representatives, successors and permitted
assigns,  any  rights  or  remedies  under  or  by  reason  of  this  Agreement.
Notwithstanding the foregoing,  the indemnified entities and persons referred to
in Article XII are expressly  acknowledged  to be third party  beneficiaries  of
this Agreement.

16.8 Severability.  If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law, or public policy, all
other conditions and provisions of this Agreement shall  nevertheless  remain in
full  force  and  effect  so long as the  economic  or  legal  substance  of the
transactions  contemplated  hereby is not affected in any manner  adverse to any
party.  Upon such  determination  that any term or other  provision  is invalid,
illegal or  incapable of being  enforced,  the Parties  shall  negotiate in good
faith to modify  this  Agreement  so as to  effect  the  original  intent of the
Parties  as  closely  as  possible  in an  acceptable  manner  to the  end  that
transactions contemplated hereby are fulfilled to the extent possible.

16.9 Publicity.  Neither Webcapades nor the Stockholders shall make, or cause to
be made, any press release or public  announcement  in respect of this Agreement
or the transactions  contemplated hereby or otherwise  communicate with any news
media  without the prior  written  consent of CGI,  except as may be required by
Law. Neither CGI, WebSourced,  Cherish or Webcapades Surviving Corporation shall
make, or cause to be made, any press release or public  announcement  in respect
of  this  Agreement  or  the  transactions   contemplated  hereby  or  otherwise
communicate  with any news media  without  the prior  written  consent of Scott,
except as required by Law. CGI and Scott shall cooperate in regard to the timing
and contents of any press release or public  announcement which CGI and/or Scott
or Webcapades acting through Scott shall decide to make.

16.10  Governing  Law.  This  Agreement  and the rights and  obligations  of the
parties  hereunder shall be construed in accordance with and governed by the Law
of the State of Illinois without giving effect to the conflict of law principles
thereof.

16.11 Counterparts;  Facsimile Signatures. This Agreement may be executed in any
number  of  counterparts,  either  manually  or via  facsimile  transmission  of
signatures,  each of which shall be deemed an original but all of which together
shall constitute one and the same agreement.

16.12  Headings.  The descriptive  headings  contained in this Agreement are for
convenience  of  reference  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

16.13 Expenses.  Except as otherwise specified in this Agreement,  all costs and
expenses,  including,  without  limitation,  fees and  disbursements of counsel,
financial  advisors and accountants,  incurred in connection with this Agreement
and the  transactions  contemplated  hereby shall be paid by the Party incurring
such costs and expenses, whether or not the Closing shall have occurred.

16.14  Further  Assurances.  At any time and from time to time after the Closing
Date each Party  shall  execute  and  deliver  such other  instruments  of sale,
transfer, conveyance, assignment and confirmation as may be reasonably requested
in order to more  effectively  carry  forth  the terms  and  conditions  of this
Agreement and the Documents.

16.15  Arbitration.  Any  controversy,  dispute  or claim  arising  out of or in
connection with this Agreement shall be settled by final and binding arbitration
to be conducted by an arbitration tribunal in Chicago, Illinois, pursuant to the
rules of the American  Arbitration  Association.  The arbitration tribunal shall
consist of one arbitrator.  If the parties cannot agree on the  arbitrator,  the
office of the American Arbitration  Association in Chicago,  Illinois shall make
the  necessary  appointment.  The decision or award of the  arbitrator  shall be
final,  and judgment upon such decision or award may be entered in any competent
court or application may be made to any competent court for judicial  acceptance
of such  decision  or award  and an order of  enforcement.  In the  event of any
procedural  matter not covered by the aforesaid rules, the procedural law of the
State of Illinois  shall  govern.  Notwithstanding  the  agreement  to arbitrate
contained  in this  Section  16.15,  any party  may  apply to any  court  having
jurisdiction to enforce this Agreement to seek provisional  injunctive relief so
as to  maintain  the status quo until the  arbitration  award is rendered or the
dispute is otherwise resolved.

16.16 Incorporation by Reference. Each Exhibit and Schedule to this Agreement is
hereby  incorporated  into this  Agreement by reference  thereto,  with the same
legally  binding  force and effect as if such Exhibit or Schedule were fully set
forth herein.

IN WITNESS WHEREOF, the parties hereto have each executed and delivered this


Agreement as of the day and year first above written.

                                        CGI HOLDING CORPORATION

                                        By:
                                        Name:
                                        Title:


                                        WEBCAPADES ACQUISITION SUB, INC.
                                        By:
                                        Name:
                                        Title:

                                        WEBCAPADES, INC.
                                        By:
                                        Name:
                                        Title:

     Scott P. Mitchell, in his individual capacity and in his capacity as a
                 Stockholder, director and officer of Webcapades

     Kristine E. Mitchell, in her individual capacity and in her capacity as
                     a Stockholder and officer of Webcapades

                                    EXHIBIT 1
                             Form of Promissory Note

                                 PROMISSORY NOTE

                       $________________ August 19, 2004
                            Deerfield, Illinois 60015

     The undersigned, CGI HOLDING CORPORATION ("CGI"), a Nevada corporation, for
value    received,    hereby    promises    to    pay   to    the    order    of
__________________________________                 ("Payee"),                 at
___________________________________________________________________  (or at such
other place as may be designated by the holder hereof to CGI from time to time),
the                     principal                     sum                     of
________________________________________________________________         DOLLARS
($________________________) (the "Principal Sum") as hereinafter provided.

CGI shall pay Payee the  Principal  Sum in  twenty-four  (24) equal  consecutive
monthly                                payments                               of
___________________________________________________________________      DOLLARS
($________________________) commencing on September 19, 2004.

The  Principal  Sum shall  not bear  interest  so long as CGI is not in  default
hereunder.

This  Promissory  Note may be voluntarily  prepaid by CGI without any penalty or
premium, in whole or in part, at any time or times.

CGI will be in default if any of the  following  happens:  (a) CGI fails to make
any payment  when due, and such  default  continues  for more than five (5) days
after  receipt  by CGI  of  written  notice  of  non-payment;  (b)  CGI  becomes
insolvent,  a receiver is appointed for any part of CGI's property, CGI makes an
assignment  for the benefit of creditors,  or any proceeding is commenced by CGI
or against CGI under any bankruptcy or insolvency  laws, (c) Gerard M. Jacobs is
no longer Chief  Executive  Officer of CGI and his  successor is not approved in
writing by Scott P. Mitchell, or (d) a majority of the Board of Directors of CGI
is elected by person(s) who have acquired their shares of Common Stock of CGI in
a "change of control"  transaction  that is not  approved in writing by Scott P.
Mitchell.

Upon default, the unpaid portion of the Principal Amount not paid immediately by
CGI to Payee shall bear a default rate of interest,  commencing on and as of the
date of such default to and including the date such  defaulted  amount is repaid
in  full,  at a rate of  twenty  percent  (20%)  per  annum,  compounded  daily.
Notwithstanding anything elsewhere contained herein to the contrary, the rate of
interest  payable  hereunder  shall in no event  exceed the maximum  lawful rate
which may be charged under applicable law.

CGI hereby waives diligence,  presentment,  demand,  protest and notice of every
kind whatsoever, except written notice of non-payment. The failure of the holder
hereof to exercise any of his 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. The holder shall not, by any act of omission or commission,
be deemed to waive any of his  rights or  remedies  hereunder  or in  connection
herewith  unless such waiver  shall be in writing and signed by the holder,  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 of or on a subsequent event.

This  Promissory  Note is made under and governed by, and shall be construed and
enforced in accordance with, the laws of the State of Illinois without regard to
conflict of laws  principles.  This  Promissory  Note shall be binding  upon the
successors of CGI.

THIS PROMISSORY NOTE IS ONE OF THE "NOTES" AS DEFINED IN THAT CERTAIN  AGREEMENT
DATED AS OF AUGUST 19, 2004, BY AND AMONG CGI, WEBCAPADES ACQUISITION SUB, INC.,
AND  WEBCAPADES,  INC., AND THE UNPAID PORTION OF THE PRINCIPAL SUM HEREUNDER IS
SUBJECT  TO A PRO  RATA  OFFSET  (NON-PAYMENT)  AGAINST  ALL  OF  SUCH  "NOTES",
DOLLAR-FOR-DOLLAR, IN REGARD TO CERTAIN "LOSSES" AND/OR "UNAPPROVED LIABILITIES"
AS DEFINED IN SAID AGREEMENT, ALL SUBJECT TO THE TERMS AND CONDITIONS OF SECTION
12.2 OF SAID  AGREEMENT.  THE FORUM AND  JURISDICTION  FOR ANY CLAIMS BROUGHT BY
PAYEE UNDER THIS PROMISSORY NOTE ARE THE APPROPRIATE  COURTS LOCATED IN PINELLAS
COUNTY,  FLORIDA AND CGI CONSENTS TO THE  JURISDICTION AND VENUE OF SUCH COURTS,
PROVIDED  HOWEVER  THAT IF CGI  MAKES A CLAIM OR  COUNTER-CLAIM  FOR ANY  OFFSET
AGAINST  ANY  PAYMENTS  OWING PAYEE  UNDER THIS  PROMISSORY  NOTE AS PROVIDED IN
SECTION  12.2  OF  SAID  AGREEMENT,  THEN  THE  DISPUTE  RESOLUTION,  VENUE  AND
JURISDICTION PROVISIONS OF SAID AGREEMENT SHALL SUPERSEDE AND APPLY AND CONTROL.


                                            CGI HOLDING CORPORATION


                                            By_____________________________
                                            Title____________________________



                                   EXHIBIT 2.2
                      Articles of Merger and Plan of Merger

                               ARTICLES OF MERGER
                            MERGING WEBCAPADES, INC.
                      INTO WEBCAPADES ACQUISITION SUB, INC.

Pursuant  to  the  provisions  of  Section  607.1105  of  the  Florida  Business
Corporation  Act, the  undersigned  corporations  hereby  deliver the  following
Articles  of Merger for the  purposes  of merging  WEBCAPADES,  INC.,  a Florida
corporation, into WEBCAPADES ACQUISITION SUB, INC., a Florida corporation.

1. A copy of the Plan of Merger  adopted by the  constituent  corporations  (the
"Plan") is attached hereto as Exhibit A.

2. The merger of WEBCAPADES,  INC., Inc., into WEBCAPADES ACQUISITION SUB, INC.,
shall be effective upon the filing of these Articles of Merger.

3. The Plan was  adopted and  approved  by the  directors  and  shareholders  of
WEBCAPADES, INC., on August 19, 2004.

4. The Plan was  adopted and  approved  by the  directors  and  shareholders  of
WEBCAPADES ACQUISITION SUB, INC., on August 19, 2004.



--------------------  -------------------------------
WEBCAPADES, INC.      WEBCAPADES ACQUISITION SUB, INC.


By:  __________________________________  By:  __________________________________
    Scott P. Mitchell, President   Date       Gerard M. Jacobs, President   Date
--------------------- ---------------------------------------------------------


                                    Exhibit A

                                 PLAN OF MERGER

This PLAN OF MERGER (this "Plan") is hereby adopted by CGI HOLDING  CORPORATION,
a Nevada  corporation  ("Parent"),  WEBCAPADES  ACQUISITION SUB, INC., a Florida
corporation ("Sub"), and WEBCAPADES, INC., a Florida corporation ("Target"), for
the purpose of merging Target with and into Sub pursuant to Section  607.1101 of
the Florida Business  Corporation Act (the "Act").  Sub is sometimes referred to
herein as the "Surviving Corporation".

1. Merger. At the Effective Time (as defined herein), Target will be merged with
and into Sub  pursuant  to and in  accordance  with the  provisions  of  Section
607.1101 of the Act, in a  transaction  intended to qualify as a  reorganization
pursuant to Sections  368(a)(1)(A) and 368(a)(2)(D) of the Internal Revenue Code
of 1986, as amended (the "Merger").

2. Treatment of Shares.

2.1  Target.  At the  Effective  Time,  the capital  stock of Target  issued and
outstanding  immediately  prior to the Merger will,  by virtue of the Merger and
without any action on behalf of any party  adopting this Plan, be converted into
the right to receive, in the aggregate,  (a) Three Million Five Hundred Thousand
Dollars ($3,500,000); (b) that number of shares of common stock of Parent having
an aggregate value of Four Million Dollars  ($4,000,000),  valued at the closing
price per share of Parent's  common  stock on August 18,  2004;  (c)  promissory
notes made payable by Parent in the  aggregate  principal  amount of One Million
Two  Hundred  Thousand  Dollars  ($1,200,000),  and (d) the right to receive the
Earnout Consideration, as that term is defined in the Agreement dated August 19,
2004,  by and among  Parent,  Sub and Target  with  respect  to the Merger  (the
"Agreement");  subject,  in all cases, to adjustment pursuant to Section 2.10 of
the  Agreement.  After the Effective  Time, no shares of capital stock of Target
will be deemed  outstanding  or will have any rights  other than as set forth in
this Section 2.1.

2.2 Sub.  After the Effective  Time,  each share of Sub's  currently  issued and
outstanding  capital stock will remain outstanding and shall represent shares of
issued and outstanding capital stock of the Surviving Corporation.

3. Articles of Incorporation. The Articles of Incorporation of Sub, as in effect
immediately  prior to the Effective Time, shall be the Articles of Incorporation
of the Surviving Corporation until amended;  provided,  however, that, effective
as of the Effective Time,  Article I of the Articles of  Incorporation of Sub is
hereby amended to read in its entirety as set forth below:

                                   "ARTICLE 1
                                      Name

               The name of this corporation is: Webcapades, Inc."

4. Bylaws.  The Bylaws of Sub, as in effect  immediately  prior to the Effective
Time, shall be by the Bylaws of the Surviving Corporation, until amended.

5. Effect of  Agreement.  The parties  adopting  this Plan shall be bound by the
terms and conditions of the Agreement. In the event of any inconsistency between
the Agreement and this Plan, the provisions of this Plan shall control.

6. Effective  Time. The Merger shall be effective upon the filing of Articles of
Merger in accordance with the provisions of Section 607.1105 of the Act.


-----------------                       -------------------------------
WEBCAPADES, INC.                        WEBCAPADES ACQUISITION SUB, INC.


By:  ________________________________   By:  __________________________________
   Scott P. Mitchell, President  Date       Gerard M. Jacobs, President    Date
--------------------- ---------------------------------------------------------


                                   EXHIBIT 2.6
                  Merger Consideration; Allocation; Procedures

The holders of Webcapades Shares issued and outstanding immediately prior to the
Effective Time (other than as set forth in Section 2.7),  and certain  assignees
of portions  of the Merger  Consideration,  shall be entitled to receive  Merger
Consideration in such amounts as set forth in the following Table, respectively,
subject to adjustment in accordance with Section 2.10:

                                                         Merger Consideration

                                        Shares of       Principal
                                        CGI             Amount        Percentage
                                        Common          of the         of Earned
                         Cash           Stock           Notes           Earnout

Scott and Kristi         $ 3,185,000    1,695,238     $ 1,068,000           89%
     Mitchell,
     husband
     and wife, as
     tenants by the
     entireties
Katherine Dennison       $   35,000         19,048    $    12,000            1%
Gill, Devine and
     White PC -
     Escrow Account            None        190,476           None         None
eBizBrokers, Inc.        $  280,000           None      $ 120,000           10%
     Total               $3,500,000      1,904,762     $1,200,000        100.00%

The  undersigned  hereby certify to CGI and Webcapades  Acquisition Sub that the
foregoing respective allocations and payments of Merger Consideration will fully
satisfy  and  settle  all  claims  of  Scott,  Kristi,  Katherine  Dennison  and
eBizBrokers,  Inc. to any portion of the Merger  Consideration,  intending to be
legally bound hereby:

________________________________
Scott P. Mitchell

________________________________
Kristi Mitchell

________________________________
Katherine Dennison

eBizBrokers, Inc.

By______________________________
Title_____________________________

                               EXHIBIT 7.1(b)(1)
                          Employment Agreement (Scott)


                              EMPLOYMENT AGREEMENT
                               (Scott P. Mitchell)

THIS EMPLOYMENT  AGREEMENT (this "Agreement"),  effective as of August 19, 2004,
is by and between Cherish.com,  Inc., a North Carolina corporation  ("Cherish"),
Webcapades  Acquisition  Sub,  Inc.,  a Florida  corporation  and the  surviving
corporation  in  the  merger  of  Webcapades,  Inc.  with  and  into  Webcapades
Acquisition  Sub,  Inc.  ("Webcapades"),  and Scott P.  Mitchell,  an individual
residing in Florida ("Executive").

WHEREAS,  CGI  Holding  Corporation,  is a publicly  traded  Nevada  corporation
("CGI"),   WebSourced  is  a  North  Carolina  corporation  and  a  wholly-owned
subsidiary  of CGI  ("Websourced"),  Cherish  is a  wholly-owned  subsidiary  of
WebSourced, and Webcapades is a wholly-owned subsidiary of CGI;

WHEREAS, each of Cherish and Webcapades (collectively,  the "Companies") desires
to employ Executive as its President and Chief Executive Officer,  and Executive
desires to accept  such  employment,  pursuant to the terms and  conditions  set
forth below;

NOW,  THEREFORE,  in  consideration  of the  foregoing  premises  and the mutual
covenants  and  agreements  contained  herein,  as well as for  other  good  and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:

1.  Employment.  Each of the Companies hereby employs  Executive,  and Executive
hereby  accepts such  employment,  in accordance  with the terms and  conditions
hereinafter set forth.

2. Duties.  Executive shall be employed as President and Chief Executive Officer
of each of the  Companies  at their  principal  offices  at 28050 US  Highway 19
North,  Clearwater,  Florida, or at other offices designated by the Companies in
Pinellas  County,  Florida,  subject to such travel as the rendering of services
hereunder  may require,  and  Executive  shall  perform and  discharge  well and
faithfully  the  duties  which may be  assigned  to him from time to time by the
Boards of  Directors  of the  Companies  in  connection  with the conduct of the
Companies' businesses (collectively,  the "Business").  Executive will report to
the President and Chief  Executive  Officer of  WebSourced.  The duties shall be
those that are customarily  performed by an executive of such title in a company
with similar  revenues,  together with such duties that may from time to time be
requested provided such additional duties are reasonably related to the scope of
employment of such Executive.

3. Extent of Services.  Executive  shall devote his entire time and best efforts
to the Business  and shall not,  during the term of this  Agreement,  be engaged
(whether  or not  during  normal  business  hours)  in  any  other  business  or
professional activity;  provided, however, that the provisions of this Section 3
shall not be construed as  preventing  Executive  from  engaging in a reasonable
level of charitable  activities nor investing his personal  assets in businesses
which do not compete with the CGI, WebSourced or the Companies,  in such form or
manner  as will  not  require  any  services  on the  part of  Executive  in the
operation or the affairs of the companies in which such investments are made and
in which his participation is solely that of a passive investor.

4.  Compensation.  For all services  rendered by Executive under this Agreement,
the Companies shall jointly pay Executive for the period from and after the date
of this  Agreement  through and  including  December  31,  2007,  an annual base
compensation in an amount equal to One Hundred Fifty Thousand Dollars ($150,000)
per annum. Any bonuses paid to Executive during the term of his employment shall
be solely  within the  discretion  of the Boards of Directors of the  Companies.
Executive  shall be paid in accordance with the customary  payroll  practices of
the Companies, subject to such deductions and withholdings as may be required by
law or agreed to by  Executive.  During  the term of his  employment,  Executive
shall be  generally  entitled  to  participate  in  Executive  benefit  plans or
programs which are generally  made  available to Vice  Presidents of Websourced,
subject  to all of the  rules,  regulations,  terms  and  conditions  applicable
thereto ("Vice  President  Benefits").  A general summary of  Websourced's  Vice
President  Benefits as currently in effect is attached  hereto as  Attachment A.
The  Companies  shall have the right at any time to put into place  arrangements
pursuant to which some or all of Executive's  compensation  and/or  benefits set
forth above shall be provided to  Executive  by or through  Websourced  or other
companies  affiliated  with CGI and  Websourced  (rather  than  directly  by the
Companies), and Executive shall fully cooperate with such arrangements and shall
promptly sign such  documents and take all such other actions as shall be deemed
necessary by the legal  counsel for the  Companies in order to  facilitate  such
arrangements,  provided that such arrangements shall not in any event reduce any
of the  compensation,  benefits and perks to which  Executive is entitled  under
this Agreement as of the signing hereof.

5. Term.  This  Agreement  shall  commence on the date first set forth above and
shall continue until December 31, 2007, unless earlier  terminated in accordance
with Section 6 of this Agreement.

6. Termination of Employment.

(a) Death or  Disability of Executive.  The  employment of Executive  under this
Agreement shall terminate upon his death or, at the option of the Companies,  if
Executive  shall be prevented from fully  performing  his duties  hereunder as a
result of his  disability  or illness  for a  continuous  period of one  hundred
eighty (180) days.

(b) By Relocation.  In the event that Executive's  duties require  relocation to
another geographic location,  Executive declines to accept such transfer to such
other  geographic  location  and a  suitable  position  cannot  be  arranged  at
Executive's  current location (in Executive's sole  discretion),  then Executive
shall be deemed  terminated  without cause effective 90 days after the notice to
Executive of the request for relocation, and Executive shall only be entitled to
be paid  vacation  pay and base  salary  earned or accrued  through  the date of
termination,  provided that this shall not affect  Executive's  right to receive
any compensation or  consideration  under any other Agreement with the Companies
or any of them.

(c) Termination "For Cause". The Companies shall have the right to terminate the
employment  of  Executive  under  this  Agreement  "For  Cause," as such term is
defined  below,  at  any  time  without  further  liability  or  obligations  to
Executive. For purposes of this Agreement, "For Cause" shall refer to any of the
following events: (1) Executive's repeated gross neglect of or negligence in the
performance  of his  duties;  (2)  Executive's  failure  or  refusal  to  follow
instructions  given  to him by the  Board of  Directors  of the  Companies;  (3)
Executive's  repeated  conscious  violation of any  provision of the  Companies'
Bylaws  or of their  other  stated  policies,  standards,  or  regulations;  (4)
Executive's being investigated, indicted, convicted or plea bargaining in regard
to  any  criminal  offense,  other  than  minor  traffic  violations,  based  on
Executive's  conduct  occurring  during  the  term  of  this  Agreement;  or (5)
Executive's  violation  or breach of any  material  term,  covenant or condition
contained in this Agreement.

(d) Accrued Salary.  Except as otherwise  provided herein, in the event that the
Companies or Executive  terminates  this  Agreement  for any reason  whatsoever,
Executive shall be paid (less all applicable  deductions) all earned and accrued
base  compensation  due to  Executive  for  services  rendered up to the date of
termination.

(e) Severance  Payment.  Except as otherwise  provided herein,  in the event the
Companies terminate this Agreement without cause, Executive shall be paid on the
date of  termination a severance  amount equal to all amounts of his annual base
compensation,  less all  applicable  deductions,  that would have become due and
owing to Executive through December 31, 2007, as if Executive's  employment with
the Companies had not been terminated prior thereto.

7. Non-Competition and Non-Solicitation.

(a) Executive  acknowledges  that the services to be performed by him under this
Agreement are of a special,  unique,  unusual,  extraordinary  and  intellectual
character,  and the provisions of this Section 7 are reasonable and necessary to
protect the Companies' business.

(b) In  consideration  of the foregoing  acknowledgments  by  Executive,  and in
consideration  of the  compensation  and  benefits  to be  paid or  provided  to
Executive by the Companies,  Executive  covenants  that he will not,  during the
term of this Agreement and for a period of two (2) years thereafter, directly or
indirectly:

(1) except in the course of his employment hereunder,  engage or invest in, own,
manage, operate, finance, control, or participate in the ownership,  management,
operation,  financing, or control of, be employed by, associated with, or in any
manner  connected with, any business whose products or services compete in whole
or in part with the products or services of the  Companies,  Websourced  or CGI;
provided,  however,  that Executive may purchase or otherwise acquire up to (but
not more than) one percent  (1%) of any class of  securities  of any  enterprise
(but without  otherwise  participating  in the activities of such enterprise) if
such  securities are listed on any national or regional  securities  exchange or
have been registered under Section 12(g) of the Securities Exchange Act of 1934;

(2) whether for  Executive's own account or for the account of any other person,
solicit  business of the same or similar type of business  then being carried on
by the Companies,  Websourced or CGI, from any person known by Executive to be a
customer of the  Companies,  Websourced  or CGI,  whether or not  Executive  had
personal contact with such person during and by reason of Executive's employment
with the Companies;

(3) whether for  Executive's  own account or the account of any other person (i)
solicit,  employ or otherwise engage as an Executive,  independent contractor or
otherwise, any person who is or was an employee of the Companies,  Websourced or
CGI at any time  during the term of this  Agreement  or in any manner  induce or
attempt to induce any employee of the Companies,  Websourced or CGI to terminate
his or her employment  with the Companies,  Websourced or CGI, or (ii) interfere
with the  Companies',  Websourced's  or  CGI's  relationship  with  any  person,
including  any person who at any time during the term of this  Agreement  was an
employee, contractor,  supplier or customer of the Companies, Websourced or CGI;
or

(4) at any time  during  or  after  the term of this  Agreement,  disparage  the
Companies,   Websourced  or  CGI,  or  any  of  their  respective  shareholders,
directors, officers, employees or agents.

(c) If any covenant of this Section 7 is held to be  unreasonable,  arbitrary or
against  public  policy,  such covenant will be considered to be divisible  with
respect to scope,  time and  geographic  area,  and such lesser  scope,  time or
geographic  area,  or all of them,  as a court  of  competent  jurisdiction  may
determine to be reasonable, not arbitrary and not against public policy, will be
effective, binding and enforceable against Executive.

(d)  Notwithstanding  any provision to the contrary contained in this Section 7,
in the event  Executive is terminated  by the  Companies  without cause prior to
December 31, 2007,  the  restrictions  set forth in Section  7(b)(1) above shall
expire on December 31, 2007; provided,  however,  that in the event Executive is
terminated without cause prior to December 31, 2007,  Executive may, in his sole
discretion,  elect to waive the  severance  payment  otherwise  due and owing to
Executive  pursuant  to  Section  6(d)  above  in  exchange  for the  Companies'
agreement that the restrictions of Section 7(b)(1) shall be deemed null and void
and  unenforceable  against  Executive  and the  Companies  shall not attempt to
enforce the same.

8.  Assignment.  This  Agreement  may not be  assigned  by  Executive  under any
circumstances. This Agreement may be assigned by the Companies to Websourced, or
to any successor of the  Companies or  Websourced  in connection  with a merger,
consolidation,  or  sale  of all or  substantially  all  of  the  assets  of the
Companies,  Websourced  or CGI,  so long as  such  assignee  assumes  all of the
Companies' obligations hereunder.

9. Notices.  Any notice  required or permitted to be given under this  Agreement
shall be  sufficient  if in writing and sent by  registered  or certified  mail,
return receipt requested, to the following address:

                           To Executive:       Mr. Scott P. Mitchell
                                               28050 US 19 N
                                               Clearwater, FL  33671

                           To the Companies:CGI Holding Corporation
                                               Attention:  President
                                               520 Lake Cook Road, Suite 690
                                               Deerfield, IL  60015

                           With a copy to:  WebSourced, Inc.
                                               Attention:  President
                                               300 Perimeter Park Drive, Suite D
                                               Morrisville, NC  27560

or to such other  address as either  Executive or the  Companies may give to the
other from time to time by written notice in the manner set forth above.

10.  Waiver of Breach.  Any waiver by the  Companies or Executive of a breach of
any  provision  of this  Agreement  by the other  party  shall not operate or be
construed as a waiver of any subsequent breach by the other party.

11.  Law.  This  Agreement  shall be governed  by,  interpreted,  construed  and
enforced in accordance with the laws of the State of Florida,  without reference
to conflict of law principles or the domicile or residence of Executive if other
than Texas.

12.  Entire  Agreement.  This  Agreement  contains  the entire  agreement of the
parties regarding the subject matter hereof.  This Agreement may be changed only
by an agreement in writing  signed by the party against whom  enforcement of any
waiver, change, modification, extension or discharge is sought.

13.  Counterparts.  This Agreement may be executed in one or more  counterparts,
each of which shall be deemed an original and all of which, when taken together,
shall constitute one and the same instrument.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day


and year first written above.

                                                     COMPANIES:

                                                     CHERISH, INC.


                                                By:      __________________
                                                         Gerard M. Jacobs
                                                Title:   Director

                                                WEBCAPADES ACQUISITION SUB, INC.


                                                     By:      _________________
                                                              Gerard M. Jacobs
                                                     Title:   Director


                                                     EXECUTIVE:


                                                     _________________________
                                                     Scott P. Mitchell


                                                             Attachment A

General Summary of Websourced's Vice President Benefits as of August 19, 2004

1. Medical insurance where a PPO or HMO plan is offered

2. Dental and vision insurance

3. Fifteen (15) vacation days per year

4. Ten (10) paid holidays per year

5. Company paid supplemental  policies  including  Accident,  Personal Recovery,
Disability and Cancer insurance

6. Short Term Disability coverage

7. Company paid Long Term Disability

8. Company paid executive life insurance plan with a death benefit of five times
their annual salary up to a maximum of $500,000.00

                                EXHIBIT 7.1(b)(2)
                          Employment Agreement (Kristi)


                              EMPLOYMENT AGREEMENT
                             (Kristine E. Mitchell)

THIS EMPLOYMENT  AGREEMENT (this "Agreement"),  effective as of August 19, 2004,
is by and between  Cherish,  Inc.,  a North  Carolina  corporation  ("Cherish"),
Webcapades  Acquisition  Sub,  Inc.,  a Florida  corporation  and the  surviving
corporation  in  the  merger  of  Webcapades,  Inc.  with  and  into  Webcapades
Acquisition Sub, Inc.  ("Webcapades"),  and Kristine E. Mitchell,  an individual
residing in Florida ("Executive").

WHEREAS,  CGI  Holding  Corporation,  is a publicly  traded  Nevada  corporation
("CGI"),   WebSourced  is  a  North  Carolina  corporation  and  a  wholly-owned
subsidiary  of CGI  ("Websourced"),  Cherish  is a  wholly-owned  subsidiary  of
WebSourced, and Webcapades is a wholly-owned subsidiary of CGI;

WHEREAS, each of Cherish and Webcapades (collectively,  the "Companies") desires
to employ  Executive as a Vice President,  and Executive  desires to accept such
employment, pursuant to the terms and conditions set forth below;

NOW,  THEREFORE,  in  consideration  of the  foregoing  premises  and the mutual
covenants  and  agreements  contained  herein,  as well as for  other  good  and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:

1.  Employment.  Each of the Companies hereby employs  Executive,  and Executive
hereby  accepts such  employment,  in accordance  with the terms and  conditions
hereinafter set forth.

2.  Duties.  Executive  shall be  employed  as a Vice  President  of each of the
Companies at their principal  offices at 28050 US Highway 19 North,  Clearwater,
Florida,  or at other offices  designated  by the Companies in Pinellas  County,
Florida,  subject to such  travel as the  rendering  of services  hereunder  may
require,  and  Executive  shall perform and discharge  well and  faithfully  the
duties which may be assigned to her from time to time by the Boards of Directors
of the Companies in  connection  with the conduct of the  Companies'  businesses
(collectively, the "Business"). Executive will report to the President and Chief
Executive Officer of Cherish and Webcapades.  The duties shall be those that are
customarily  performed  by an  executive of such title in a company with similar
revenues,  together  with such  duties  that may from time to time be  requested
provided  such  additional  duties  are  reasonably  related  to  the  scope  of
employment of such Executive.

3. Extent of Services.  Executive  shall devote her entire time and best efforts
to the Business  and shall not,  during the term of this  Agreement,  be engaged
(whether  or not  during  normal  business  hours)  in  any  other  business  or
professional activity,  whether or not such activity is pursued for gain, profit
or other pecuniary  advantage;  provided,  however,  that the provisions of this
Section 3 shall not be  construed as  preventing  Executive  from  engaging in a
reasonable  level of charitable  activities nor investing her personal assets in
businesses  which do not compete with the CGI,  WebSourced or the Companies,  in
such form or manner as will not require any services on the part of Executive in
the operation or the affairs of the companies in which such investments are made
and in which her participation is solely that of a passive investor.

4.  Compensation.  For all services  rendered by Executive under this Agreement,
the Companies shall jointly pay Executive for the period from and after the date
of this  Agreement  through and  including  December  31,  2007,  an annual base
compensation  in  an  amount  equal  to  One  Hundred  Twenty  Thousand  Dollars
($120,000)  per annum.  Any  bonuses  paid to  Executive  during the term of her
employment  shall be solely within the  discretion of the Boards of Directors of
the Companies.  Executive shall be paid in accordance with the customary payroll
practices of the Companies,  subject to such deductions and  withholdings as may
be required by law or agreed to by Executive. During the term of her employment,
Executive  shall be  generally  entitled  to  participate  in  benefit  plans or
programs which are generally made available to Vice Presidents of the Companies,
subject  to all of the  rules,  regulations,  terms  and  conditions  applicable
thereto ("Vice  President  Benefit"s).  A general  summary of  Webcapades'  Vice
President  Benefits as currently in effect is attached  hereto as  Attachment A.
The  Companies  shall have the right at any time to put into place  arrangements
pursuant to which some or all of Executive's  compensation  and/or  benefits set
forth above shall be provided to  Executive  by or through  Websourced  or other
companies  affiliated  with CGI and  Websourced  (rather  than  directly  by the
Companies), and Executive shall fully cooperate with such arrangements and shall
promptly sign such  documents and take all such other actions as shall be deemed
necessary by the legal  counsel for the  Companies in order to  facilitate  such
arrangements,  provided that such arrangements shall not in any event reduce any
of the  compensation,  benefits and perks to which  Executive is entitled  under
this Agreement as of the signing hereof.

5. Term.  This  Agreement  shall  commence on the date first set forth above and
shall continue until December 31, 2007, unless earlier  terminated in accordance
with Section 6 of this Agreement.

6. Termination of Employment.

(a) Death or  Disability of Executive.  The  employment of Executive  under this
Agreement shall terminate upon her death or, at the option of the Companies,  if
Executive  shall be prevented from fully  performing  her duties  hereunder as a
result of her  disability  or illness  for a  continuous  period of one  hundred
eighty (180) days.

(b) By Relocation.  In the event that Executive's  duties require  relocation to
another geographic location,  Executive declines to accept such transfer to such
other  geographic  location  and a  suitable  position  cannot  be  arranged  at
Executive's  current location (in Executive's sole  discretion),  then Executive
shall be deemed  terminated  without cause effective 90 days after the notice to
Executive of the request for relocation, and Executive shall only be entitled to
be paid  vacation  pay and base  salary  earned or accrued  through  the date of
termination,  provided that this shall not affect  Executive's  right to receive
any compensation or  consideration  under any other Agreement with the Companies
or any of them.

(c) Termination "For Cause". The Companies shall have the right to terminate the
employment  of  Executive  under  this  Agreement  "For  Cause," as such term is
defined  below,  at  any  time  without  further  liability  or  obligations  to
Executive. For purposes of this Agreement, "For Cause" shall refer to any of the
following events: (1) Executive's repeated gross neglect of or negligence in the
performance  of her  duties;  (2)  Executive's  failure  or  refusal  to  follow
instructions  given to her by the Board of  Directors  or by the  President  and
Chief Executive  Officer of the Companies;  (3) Executive's  repeated  conscious
violation  of any  provision of the  Companies'  Bylaws or of their other stated
policies,   standards,  or  regulations;  (4)  Executive's  being  investigated,
indicted,  convicted or plea bargaining in regard to any criminal offense, other
than minor traffic violations, based on Executive's conduct occurring during the
term of this Agreement;  or (5) Executive's  violation or breach of any material
term, covenant or condition contained in this Agreement.

(d) Accrued Salary.  Except as otherwise  provided herein, in the event that the
Companies or Executive  terminates  this  Agreement  for any reason  whatsoever,
Executive shall be paid (less all applicable  deductions) all earned and accrued
base  compensation  due to  Executive  for  services  rendered up to the date of
termination.

(e) Severance  Payment.  Except as otherwise  provided herein,  in the event the
Companies terminate this Agreement without cause, Executive shall be paid on the
date of  termination a severance  amount equal to all amounts of her annual base
compensation,  less all  applicable  deductions,  that would have become due and
owing to Executive through December 31, 2007, as if Executive's  employment with
the Companies had not been terminated prior thereto.

7. Non-Competition and Non-Solicitation.

(a) Executive  acknowledges  that the services to be performed by her under this
Agreement are of a special,  unique,  unusual,  extraordinary  and  intellectual
character,  and the provisions of this Section 7 are reasonable and necessary to
protect the Companies' business.

(b) In  consideration  of the foregoing  acknowledgments  by  Executive,  and in
consideration  of the  compensation  and  benefits  to be  paid or  provided  to
Executive by the Companies,  Executive  covenants that she will not,  during the
term of this Agreement and for a period of two (2) years thereafter, directly or
indirectly:

(1) except in the course of her employment hereunder,  engage or invest in, own,
manage, operate, finance, control, or participate in the ownership,  management,
operation,  financing, or control of, be employed by, associated with, or in any
manner  connected with, any business whose products or services compete in whole
or in part with the products or services of the  Companies,  Websourced  or CGI;
provided,  however,  that Executive may purchase or otherwise acquire up to (but
not more than) one percent  (1%) of any class of  securities  of any  enterprise
(but without  otherwise  participating  in the activities of such enterprise) if
such  securities are listed on any national or regional  securities  exchange or
have been registered under Section 12(g) of the Securities Exchange Act of 1934;

(2) whether for  Executive's own account or for the account of any other person,
solicit  business of the same or similar type of business  then being carried on
by the Companies,  Websourced or CGI, from any person known by Executive to be a
customer of the  Companies,  Websourced  or CGI,  whether or not  Executive  had
personal contact with such person during and by reason of Executive's employment
with the Companies;

(3) whether for  Executive's  own account or the account of any other person (i)
solicit,  employ or otherwise engage as an Executive,  independent contractor or
otherwise, any person who is or was an employee of the Companies,  Websourced or
CGI at any time  during the term of this  Agreement  or in any manner  induce or
attempt to induce any employee of the Companies,  Websourced or CGI to terminate
his or her employment  with the Companies,  Websourced or CGI, or (ii) interfere
with the  Companies',  Websourced's  or  CGI's  relationship  with  any  person,
including  any person who at any time during the term of this  Agreement  was an
employee, contractor,  supplier or customer of the Companies, Websourced or CGI;
or

(4) at any time  during  or  after  the term of this  Agreement,  disparage  the
Companies,   Websourced  or  CGI,  or  any  of  their  respective  shareholders,
directors, officers, employees or agents.

(c) If any covenant of this Section 7 is held to be  unreasonable,  arbitrary or
against  public  policy,  such covenant will be considered to be divisible  with
respect to scope,  time and  geographic  area,  and such lesser  scope,  time or
geographic  area,  or all of them,  as a court  of  competent  jurisdiction  may
determine to be reasonable, not arbitrary and not against public policy, will be
effective, binding and enforceable against Executive.

(d)  Notwithstanding  any provision to the contrary contained in this Section 7,
in the event  Executive is terminated  by the  Companies  without cause prior to
December 31, 2007,  the  restrictions  set forth in Section  7(b)(1) above shall
expire on December 31, 2007; provided,  however,  that in the event Executive is
terminated without cause prior to December 31, 2007,  Executive may, in her sole
discretion,  elect to waive the  severance  payment  otherwise  due and owing to
Executive  pursuant  to  Section  6(d)  above  in  exchange  for the  Companies'
agreement that the restrictions of Section 7(b)(1) shall be deemed null and void
and  unenforceable  against  Executive  and the  Companies  shall not attempt to
enforce the same.

8.  Assignment.  This  Agreement  may not be  assigned  by  Executive  under any
circumstances. This Agreement may be assigned by the Companies to Websourced, or
to any successor of the  Companies or  Websourced  in connection  with a merger,
consolidation,  or  sale  of all or  substantially  all  of  the  assets  of the
Companies,  Websourced  or CGI,  so long as  such  assignee  assumes  all of the
Companies' obligations hereunder.

9. Notices.  Any notice  required or permitted to be given under this  Agreement
shall be  sufficient  if in writing and sent by  registered  or certified  mail,
return receipt requested, to the following address:

                           To Executive:     Ms. Kristine E. Mitchell
                                             28050 US 19 N
                                             Clearwater, FL  33671

                           To the Companies:CGI Holding Corporation
                                             Attention:  President
                                             520 Lake Cook Road, Suite 690
                                             Deerfield, IL  60015

                           With a copy to:  WebSourced, Inc.
                                             Attention:  President
                                             300 Perimeter Park Drive, Suite D
                                             Morrisville, NC  27560

or to such other  address as either  Executive or the  Companies may give to the
other from time to time by written notice in the manner set forth above.

10.  Waiver of Breach.  Any waiver by the  Companies or Executive of a breach of
any  provision  of this  Agreement  by the other  party  shall not operate or be
construed as a waiver of any subsequent breach by the other party.

11.  Law.  This  Agreement  shall be governed  by,  interpreted,  construed  and
enforced in accordance with the laws of the State of Florida,  without reference
to conflict of law principles or the domicile or residence of Executive if other
than Texas.

12.  Entire  Agreement.  This  Agreement  contains  the entire  agreement of the
parties regarding the subject matter hereof.  This Agreement may be changed only
by an agreement in writing  signed by the party against whom  enforcement of any
waiver, change, modification, extension or discharge is sought.

13.  Counterparts.  This Agreement may be executed in one or more  counterparts,
each of which shall be deemed an original and all of which, when taken together,
shall constitute one and the same instrument.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day







and year first written above.

                                                     COMPANIES:

                                                     CHERISH, INC.


                                                By:      _________________
                                                         Gerard M. Jacobs
                                                Title:   Director

                                                WEBCAPADES ACQUISITION SUB, INC.


                                                     By:      ________________
                                                              Gerard M. Jacobs
                                                     Title:   Director


                                                     EXECUTIVE:


                                                     _________________________
                                                     Kristine E. Mitchell


                                                             Attachment A

General Summary of Webcapades' Vice President Benefits as of August 19, 2004

1.  Medical insurance

2.  Dental and vision insurance

3.  Life insurance with up to one times annual salary

4.  Seven (7) paid holidays per year

5.  Fifteen (15) paid vacation days per year

6.  Short-Term and Long-Term Disability insurance


                               DISCLOSURE SCHEDULE


Schedule 4.1
None

Schedule 4.10(a)
None

Schedule 4.10(b)

Lease  Agreement  covering  office space located at 28050 US 19 N.,  Clearwater,
Florida  33671,  between  Dallas XXIX  Corporate  Square,  L.P., as lessor,  and
Webcapades,  as lessee,  with a term beginning October 1, 2001, as amended , and
Sublease dated June 2002,  covering 840 square feet of such office space between
Webcapades,  as sublessor, and Ozana Online Networks, Inc., as sublessee [copies
previously furnished to CGI]

No leases in New Carrollton, MD, or Orland Park, IL

Schedule 4.11

Tangible  Personal  Property per letter re: tangible personal property dated the
date hereof from Scott to S. Patrick Martin

Schedule 4.13

Worker's Compensation  Insurance Policy No. 21-WECGC3898 dated October 11, 2001,
issued by Hartford  Insurance  Group to Webcapades  General  Business  Insurance
Policy No.  09GL049384  dated  February  23, 2002,  issued by Nova  Insurance to
Webcapades

Schedule 4.14

Business Permit dated March 17, 2004, issued by the City of Dunedin, Florida, to
Webcapades

Schedule 4.17

Webcapades, Inc. Profit Sharing Plan and Trust effective January 1, 2001

Schedule 4.20

Federal Trade Commission Civil Investigative Demand, copy supplied to CGI by fax
dated August 10, 2004

Webcapades,  Inc. v.  Duncan,  Case File No.  03CV246024CM2,  Superior  Court of
Justice, Ontario, Canada


EXHIBIT 2. FINANCIAL STATEMENTS OF WEBCAPADES, INC.

To the Board of Directors and Stockholders
of Webcapades, Inc.
28050 US Highway 19 North
Clearwater, Florida 33761

We have audited the accompanying  balance sheets of Webcapades,  Inc., a Florida
corporation,  as of December 31, 2003 and 2002 , and the related  statements  of
profit and loss,  retained  earnings,  and cash flows for the years then  ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Webcapades, Inc. as of December
31, 2003 and 2002,  and the results of its operations and its cash flows for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental  information included in
schedules 1 and 2 is presented for purposes of additional  analysis and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.


/S/ Poulos & Bayer
Chicago, Illinois
August 11, 2004

                                WEBCAPADES, INC.
                                  BALANCE SHEET
                           DECEMBER 31, 2003 AND 2002

                                          2003                      2002
                                  -------------------       ------------------
                                     ASSETS
CURRENT ASSETS
   Cash                            $349,532                  $64,700
   Prepaid Expenses                 556,037                  234,008
                                  ---------                 ---------
TOTAL CURRENT ASSETS                         $905,568                 $298,708

PROPERTY & EQUIPMENT
   Cost Basis                      $360,819                 $254,010
   Less: Accumulated Depreciation   106,477                   48,761
                                  ---------                 ---------
NET PROPERTY & EQUIPMENT                      254,343                  205,249

OTHER ASSETS
   Deposits                          $3,300                       $0
   Notes Receivable                 244,218                   75,000
   Restricted Cash                   98,650                  100,000
                                  ---------                 ---------
TOTAL OTHER ASSETS                            346,168                  175,000
                                           ----------                ---------
TOTAL ASSETS                               $1,506,079                 $678,957
                                           ==========                =========

         LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
   Accounts Payable                 $88,543                   $12,978
   Deferred Revenue                 189,586                   114,195
   Accrued Profit Sharing           147,334                   111,137
                                  ---------                 ---------
TOTAL CURRENT LIABILITIES                    $425,463                 $238,309

OTHER LIABILITIES
   Deposits                           1,299                                  0

STOCKHOLDER'S EQUITY
   Common Stock (1,000 shares
   authorized, 1,000 shares
   issued and outstanding, $1.00
   par value)                        $1,000                    $1,000
   Retained Earnings              1,078,318                   439,648
                                  ---------                 ---------
TOTAL STOCKHOLDER'S EQUITY                  1,079,318                  440,648
                                           ----------                ---------
TOTAL LIABILITIES AND
  STOCKHOLDER'S EQUITY                     $1,506,079                 $678,957
                                           ==========                =========


                                WEBCAPADES, INC.
                         STATEMENT OF RETAINED EARNINGS
                 TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002

                                         2003                    2002
                                     -----------              ----------
BALANCE:  JANUARY 1                     $439,648               $212,579

NET PROFIT                             1,781,701                923,994

DISTRIBUTION TO SHAREHOLDER           (1,143,031)              (696,925)
                                     -----------              ----------
BALANCE:  DECEMBER  31                $1,078,318               $439,648
                                     ===========              ==========


                                WEBCAPADES, INC.
                          STATEMENT OF PROFIT AND LOSS
                 TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002

                                             2003                  2002
                                   ---------------------   --------------------
                                      AMOUNT     PERCENT      AMOUNT    PERCENT
                                   -----------   -------   ----------   -------
SALES                               $4,296,951   100.00%   $3,423,474   100.00%

COST OF SALES                          871,548   20.28%       600,141   17.53%
                                   -----------   -------   ----------   -------
GROSS PROFIT                        $3,425,403   79.72%    $2,823,333   82.47%

OPERATING EXPENSES                   1,659,506   38.62%     1,900,745   55.52%
                                   -----------   -------   ----------   -------
NET PROFIT BEFORE OTHER INCOME      $1,765,897   41.10%      $922,588   26.95%

OTHER INCOME                            15,804    0.37%         1,405    0.04%
                                   -----------   -------   ----------   -------
NET PROFIT                          $1,781,701   41.46%      $923,994   26.99%
                                   ===========   =======   ==========   =======


                                WEBCAPADES, INC.
                             STATEMENT OF CASH FLOWS
                 TWELVE MONTHS ENDED DECEMBER 31. 2003 AND 2002

                                                2003                 2002
                                       --------------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net Profit                            $1,781,701             $923,994
 Non-Cash Items Included
   in Net Profit
    Depreciation                           57,716               32,842
    Loss on Disposition of Assets               0               27,799
Other Changes:
 Prepaid Expenses                        (322,029)            (205,485)
 Deposits                                  (3,300)                   0
 Accounts Payable                          75,565               12,978
 Deferred Revenue                          75,392              114,195
 Accrued Profit Sharing                    36,197               76,137
 Security Deposit                           1,299                    0
                                       ----------             ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES         $1,702,540           $982,458

CASH FLOWS FROM INVESTING ACTIVITIES
 Fixed Assets Acquired                  ($106,810)           ($193,133)
 Notes Receivable                        (169,218)             (75,000)
                                       ----------             ---------
NET CASH USED BY INVESTING ACTIVITIES               (276,028)          (268,133)

CASH FLOWS FROM FINANCING ACTIVITIES
 Distribution to Shareholder                      (1,143,031)          (696,925)
                                                  -----------          --------
NET CASH CHANGE                                     $283,481            $17,400

CASH BALANCE:  JANUARY 1                             164,700            147,300
                                                  -----------          --------
CASH BALANCE:  DECEMBER 31                          $448,181           $164,700
                                                  ===========          ========
Supplemental Information
      Interest Paid                                      $0                 $0
      Income Taxes Paid                                   0                  0


                                WEBCAPADES, INC.
                        FOOTNOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

BACKGROUND AND ACTIVITY

Webcapades,  Inc. was formed in 1998 in Chicago, Illinois. The Company's primary
focus has been to provide  online dating and  matchmaking  services  tailored to
specific  interests.  In 2001, the Company relocated to Clearwater,  Florida and
continued to expand its' world class online dating and matchmaking services. The
Company  currently  employs over 25 people and operates  websites that have been
ranked as some of the most popular sites in the world.

SIGNIFICANT ACCOUNTING POLICIES
Cash and equivalents

Cash held by Sun  Trust  Bank may at times  exceed  amounts  that are  federally
insured.  The  Company  does not believe it is exposed to any  substantial  risk
regarding excess cash balances.

Restricted Cash

The Company  currently  has cash in an escrow  account that is restricted by the
Company's  merchant  bank.  These funds have been placed in an interest  bearing
account at the First National Bank of Nevada in 2004.

Revenue Recognition

The Company recognizes  revenue from monthly  subscriptions at the time of sale.
The Company  recognizes revenue from six and twelve month contracts equally over
the term of the contract.

USE OF ESTIMATES

The  Company  follows  generally  accepted  accounting  principles  (GAAP).  The
preparation of financial  statements in conformity with GAAP requires management
to make  estimates  and  assumptions  that  affect the  amounts  reported in the
attached  financial  statements  and  accompanying  notes.  Actual results could
differ from estimates.

PREPAID EXPENSES

The Company  entered into agreements with various vendors in which they received
discounts  for prepaying for future  services and products.  These  expenses are
being recognized as they are incurred.

NOTES RECEIVABLE

                                                    2003             2002
                                               -----------       -----------
Ozona Online Network, Inc.
Note dated September 10, 2002. This
note is currently interest
only at 7.00%.                                    $75,000          $75,000

Ozona Online Network, Inc.
Note dated September 25, 2003. This
note is currently interest
only at 5.50%.                                     75,000                0

Dennison & King, P.L.
Noted is dated December 23, 2003.
The note calls for 60 payments
of $1,885, principal and interest
beginning in January of 2005.
The interest rate is 5.38%                         94,218                0
                                               -----------       -----------
Totals                                           $244,218          $75,000
                                               ===========       ===========
PROPERTY AND EQUIPMENT

Fixed assets are stated at Cost and are depreciated  over their estimated useful
life using the straight  line method.  Depreciation  expense for the years ended
December 31, 2003 and 2002 were $57,716 and $32,842 respectively.

Property and Equipment consists of the following:

                                              2003             2002
                                           --------         ---------
Office Equipment and Furniture              $98,458          $65,861
Production Equipment                        202,788          140,681
Leasehold Improvements                       16,992            4,887
Automobiles                                  42,581           42,581
                                           --------         ---------
                                           $360,819         $254,010
                                           ========         =========
INCOME TAXES

The Company has elected to be taxed under the  provisions of Subchapter S of the
internal  revenue code effective  January 1, 2000. Under those  provisions,  the
Company  does not pay federal  corporate  income  taxes on its  taxable  income.
Instead,  the stockholder is liable for individual federal income taxes on their
individual  income tax  returns.  It is expected  that the funds for these taxes
will be drawn from the Company.

PROFIT  SHARING  PLAN

The company  sponsors a profit sharing plan which is available to all employees.
Eligibility  requirements  are full time employees who worked six months and who
were employed as of the last day of the Plan Year.  The Company's  contributions
are  discretionary  and have been  $147,334  and  $111,137  for the years  ended
December 31, 2003 and 2002  respectively.  The Company also pays  administrative
costs relating to the Plan.

LEASING COMMITMENTS

The Company  currently  has two  separate  operating  leases for office space in
Clearwater,  Florida. The Company's primary lease expires on June 30, 2005 while
the lease on the second offices expires December 31, 2006.  Future minimum lease
payments required under these operating leases is as follows:

                                                    2004          $135,514
                                                    2005            85,579
                                                    2006            41,667

The Company currently  subleases a portion of its space to it's internet service
provider,  Ozona Online Network,  Inc. This leases commenced on July 1, 2002 and
expires June 30, 2005. The future minimum lease payments  receivable  under this
lease are:

                                                    2004           $16,292
                                                    2005             8,266

RENT EXPENSE

Rent  expense for the years ended  December  31, 2003 and 2002 were  $74,847 and
$69,383 respectively.

ADVERTISING EXPENSE

Advertising costs are expensed when incurred.  Advertising costs for the periods
ended December 31, 2003 and 2002 were $276,644 and $201,853 respectively.

                     ACCOMPANYING SUPPLEMENTAL INFORMATION

                                WEBCAPADES, INC.
                            SCHEDULE OF COST OF SALES
                 TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002

                                            2003                 2002
                                    ------------------    -----------------
                                      AMOUNT   PERCENT      AMOUNT  PERCENT
                                    ---------  -------    --------- -------
COST OF SALES
    Advertising                      $276,644    6.44%     $201,853   5.90%
    Commissions                        37,358    0.87%            0   0.00%
    Content Service                   102,454    2.38%       27,692   0.81%
    Credit Card Fees                  286,790    6.67%      251,904   7.36%
    Gateway Service Fees               40,785    0.95%       15,852   0.46%
    ISP Expenses                       91,653    2.13%       91,700   2.68%
    Miscellaneous Website Expenses     35,864    0.83%       11,140   0.33%
                                    ---------  -------    --------- -------
TOTAL DIRECT COSTS                   $871,548   20.28%     $600,141   17.53%
                                    =========  =======    ========= =======


                                WEBCAPADES, INC.
                         SCHEDULE OF OPERATING EXPENSES
                 TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002

                                            2003                 2002
                                    ------------------    -----------------
                                      AMOUNT   PERCENT     AMOUNT   PERCENT
                                    ---------  -------    --------- -------
OPERATING EXPENSES
   Auto Expenses                       $1,788    0.04%       $3,111    0.09%
   Bank Charges                        12,588    0.29%       23,418    0.68%
   Collection Fees                      2,911    0.07%            0    0.00%
   Computer Expenses                    4,169    0.10%        3,189    0.09%
   Depreciation                        57,716    1.34%       32,842    0.96%
   Donations                              800    0.02%        1,250    0.04%
   Dues and Subscriptions               2,231    0.05%          486    0.01%
   Fringe Benefits                      7,214    0.17%            0    0.00%
   Group Insurance                     29,109    0.68%       10,981    0.32%
   Gifts                                9,396    0.22%        4,431    0.13%
   Insurance                            7,650    0.18%        1,554    0.05%
   Loss on Disposition of Assets            0    0.00%       27,799    0.81%
   Miscellaneous                       29,735    0.69%       10,261    0.30%
   Office Expenses                     24,745    0.58%       34,565    1.01%
   Outside Services                     1,969    0.05%            0    0.00%
   Payroll Tax Expense                 77,355    1.80%       73,802    2.16%
   Postage, Delivery and Freight        3,719    0.09%        4,083    0.12%
   Professional Development               917    0.02%        4,216    0.12%
   Professional Fees                   70,858    1.65%       21,492    0.63%
   Profit Sharing                     148,577    3.46%      112,849    3.30%
   Rent                                74,847    1.74%       69,383    2.03%
   Recruiting                          16,482    0.38%        8,470    0.25%
   Repairs and Maintenance              2,819    0.07%        1,995    0.06%
   Salaries                           948,095   22.06%    1,258,154   36.75%
   Subcontractors                           0    0.00%       56,250    1.64%
   Telephone                           24,555    0.57%       17,992    0.53%
   Travel & Entertainment              95,695    2.23%      112,951    3.30%
   Utilities                            3,567    0.08%        5,221    0.15%
                                    ---------  -------    --------- -------
TOTAL OPERATING EXPENSES           $1,659,506   38.62%   $1,900,745   55.52%
                                    =========  =======   ========== =======


To the Board of Directors and Stockholders
of Webcapades, Inc.
28050 US Highway 19 North
Clearwater, Florida 33761

We have audited the  accompanying  balance sheet of Webcapades,  Inc., a Florida
corporation,  as of June 30,  2004 , and the  related  statements  of profit and
loss,  retained  earnings,  and cash flows for the six months then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Webcapades, Inc. as of June 30,
2004,  and the results of its  operations  and its cash flows for the six months
then ended in conformity with accounting  principles  generally  accepted in the
United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental  information included in
schedules 1 and 2 is presented for purposes of additional  analysis and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.


/S/ Poulos & Bayer
Chicago, Illinois
August 11, 2004


                                WEBCAPADES, INC.
                                  BALANCE SHEET
                                  JUNE 30, 2004

                                     ASSETS

CURRENT ASSETS
   Cash                                                 $868,962
   Employee Loan                                             859
   Notes Receivable                                        4,021
   Prepaid Expenses                                      315,035
                                                       ----------
TOTAL CURRENT ASSETS                                               $1,188,876

PROPERTY & EQUIPMENT
   Cost Basis                                           $382,876
   Less: Accumulated Depreciatio                         146,565
                                                       ----------
NET PROPERTY & EQUIPMENT                                              236,311

OTHER ASSETS
   Deposits                                               $3,300
   Notes Receivable                                      240,197
   Restricted Cash                                        98,750
                                                       ----------
TOTAL OTHER ASSETS                                                    342,248
                                                                  ------------
TOTAL ASSETS                                                       $1,767,434
                                                                  ============
          LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
   Accounts Payable                                     $111,568
   Defered Revenue                                       278,865
   Accrued Expenses                                       66,022
                                                       ----------
TOTAL CURRENT LIABILITIES                                            $456,456

OTHER LIABILITIES
   Deposits                                                             1,299

STOCKHOLDER'S EQUITY
   Common Stock(1,000 shares
   authorized, 1,000 shares issued
   and outstanding, $1.00 par value)                      $1,000
   Retained Earnings                                   1,308,680
                                                       ----------
TOTAL STOCKHOLDER'S EQUITY                                          1,309,680
                                                                  ------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                         $1,767,434
                                                                  ============

                                WEBCAPADES, INC.
                         STATEMENT OF RETAINED EARNINGS
                         SIX MONTHS ENDED JUNE 30, 2004

BALANCE:  JANUARY 1                                    $1,078,318

NET PROFIT                                              1,535,095

DISTRIBUTION TO SHAREHOLDER                            (1,304,732)
                                                       -----------
BALANCE:  JUNE 30                                      $1,308,680
                                                       ===========

                                WEBCAPADES, INC.
                          STATEMENT OF PROFIT AND LOSS
                         SIX MONTHS ENDED JUNE 30, 2004

                                                  AMOUNT          PERCENT
                                              -----------         --------
SALES                                          $3,264,717         100.00%

COST OF SALES                                     825,527          25.29%
                                              -----------         --------
GROSS PROFIT                                   $2,439,189          74.71%

OPERATING EXPENSES                                915,072          28.03%
                                              -----------         --------
NET PROFIT BEFORE OTHER INCOME                 $1,524,117          46.68%

OTHER INCOME                                       10,978           0.34%
                                              -----------         --------
NET PROFIT                                     $1,535,095          47.02%
                                              ===========         ========


                                WEBCAPADES, INC.
                             STATEMENT OF CASH FLOWS
                         SIX MONTHS ENDED JUNE 30, 2004

CASH FLOWS FROM OPERATING ACTIVITIES
      Net Profit                                        $1,535,095
      Non-Cash Items Included in Net Profit
         Depreciation                                       40,088
      Other Changes:
      Prepaid Expenses                                     241,002
      Employee Loan                                           (859)
      Accounts Payable                                      23,025
      Deferred Revenue                                      89,279
      Accrued Expenses                                     (81,312)
                                                       ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                           $1,846,319

CASH FLOWS FROM INVESTING ACTIVITIES
      Fixed Assets Acquired                                           (22,056)

CASH FLOWS FROM FINANCING ACTIVITIES
      Distribution to Shareholder                                  (1,304,732)
                                                                   -----------
NET CASH CHANGE                                                      $519,530

CASH BALANCE:  JANUARY 1                                              448,182
                                                                   -----------
CASH BALANCE:  JUNE 30                                               $967,712
                                                                   ===========
Supplemental Information
      Interest Paid                                                        $0
      Income Taxes Paid                                                     0


                                WEBCAPADES, INC.
                        FOOTNOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004

BACKGROUND AND ACTIVITY

Webcapades,  Inc. was formed in 1998 in Chicago, Illinois. The Company's primary
focus has been to provide  online dating and  matchmaking  services  tailored to
specific  interests.  In 2001, the Company relocated to Clearwater,  Florida and
continued to expand its' world class online dating and matchmaking services. The
Company  currently  employs over 25 people and operates  websites that have been
ranked as some of the most popular sites in the world.

SIGNIFICANT ACCOUNTING POLICIES

Cash and equivalents

Cash held by Sun  Trust  Bank may at times  exceed  amounts  that are  federally
insured.  The  Company  does not believe it is exposed to any  substantial  risk
regarding excess cash balances.

Restricted Cash

The Company  currently  has cash in an escrow  account that is restricted by the
Company's  merchant  bank.  These funds have been placed in an interest  bearing
account at the First National Bank of Nevada in 2004.

Revenue Recognition

The Company recognizes  revenue from monthly  subscriptions at the time of sale.
The Company  recognizes revenue from six and twelve month contracts equally over
the term of the contract.

USE OF ESTIMATES

The  Company  follows  generally  accepted  accounting  principles  (GAAP).  The
preparation of financial  statements in conformity with GAAP requires management
to make  estimates  and  assumptions  that  affect the  amounts  reported in the
attached  financial  statements  and  accompanying  notes.  Actual results could
differ from estimates.

PREPAID EXPENSES

The Company  entered into agreements with various vendors in which they received
discounts  for prepaying for future  services and products.  These  expenses are
being recognized as they are incurred.

NOTES RECEIVABLE

Ozona Online Network, Inc.
Note dated September 10, 2002.  This note is currently interest
only at 7.00%.                                                         $75,000

Ozona Online Network, Inc.
Note dated September 25, 2003.  This note is currently interest
only at 5.50%.                                                          75,000

Dennison & King, P.L.
Noted is dated December 23, 2003.  The note calls for 60 payments
of $1,885, principal and interest beginning in January of 2005.
The interest rate is 5.38%                                              94,218
                                                                      ---------
      Totals                                                          $244,218
                                                                      =========

PROPERTY AND EQUIPMENT

Fixed assets are stated at Cost and are depreciated  over their estimated useful
life using the  straight  line method.  Depreciation  expense for the six months
June 30, 2004 was $40,088.

Property and Equipment consists of the following:

                      Office Equipment and Furniture             $102,639
                      Production Equipment                        220,664
                      Leasehold Improvements                       16,992
                      Automobiles                                  42,581
                                                                 --------
                                                                 $382,876
                                                                 ========
INCOME TAXES

The Company has elected to be taxed under the  provisions of Subchapter S of the
internal  revenue code effective  January 1, 2000. Under those  provisions,  the
Company  does not pay federal  corporate  income  taxes on its  taxable  income.
Instead,  the stockholder is liable for individual federal income taxes on their
individual  income tax  returns.  It is expected  that the funds for these taxes
will be drawn from the Company.

PROFIT SHARING PLAN

The company  sponsors a profit sharing plan which is available to all employees.
Eligibility  requirements  are full time employees who worked six months and who
were employed as of the last day of the Plan Year.  The Company's  contributions
are discretionary.  The Company also pays  administrative  costs relating to the
Plan.

LEASING COMMITMENTS

The Company  currently  has two  separate  operating  leases for office space in
Clearwater,  Florida. The Company's primary lease expires on June 30, 2005 while
the lease on the second offices expires December 31, 2006.  Future minimum lease
payments required under these operating leases is as follows:

                                                    2004           $84,401
                                                    2005            85,579
                                                    2006            41,667

The Company currently  subleases a portion of its space to it's internet service
provider,  Ozona Online Network,  Inc. This leases commenced on July 1, 2002 and
expires June 30, 2005. The future minimum lease payments  receivable  under this
lease are:

                                                    2004            $8,266
                                                    2005             8,266

RENT EXPENSE

Rent expense for the six months ended June 30, 2004 was $52,719.

ADVERTISING EXPENSE

Advertising  costs are expenses  when  incurred.  Advertising  costs for the six
months ended June 30, 2004 were $489,015.

                     ACCOMPANYING SUPPLEMENTAL INFORMATION


                                WEBCAPADES, INC.
                            SCHEDULE OF COST OF SALES
                         SIX MONTHS ENDED JUNE 30, 2004

                                                AMOUNT            PERCENT
                                             ----------         ---------
COST OF SALES
    Advertising                               $489,015            14.98%
    Commissions                                 25,939             0.79%
    Content Service                             34,852             1.07%
    Credit Card Fees                           171,684             5.26%
    Gateway Service Fees                        20,511             0.63%
    ISP Expenses                                64,100             1.96%
    Miscellaneous Website Expenses              19,427             0.60%
                                             ----------         ---------
TOTAL DIRECT COSTS                            $825,527            25.29%
                                             ==========         =========


                                WEBCAPADES, INC.
                         SCHEDULE OF OPERATING EXPENSES
                         SIX MONTHS ENDED JUNE 30, 2004

                                               AMOUNT            PERCENT
                                             ----------         ---------
OPERATING EXPENSES
   Auto Expenses                                  $923             0.03%
   Bank Charges                                 15,655             0.48%
   Collection Fees                               1,342             0.04%
   Depreciation                                 40,088             1.23%
   Donations                                       200             0.01%
   Dues and Subscriptions                        4,981             0.15%
   Group Insurance                              27,380             0.84%
   Gifts                                           258             0.01%
   Insurance                                     3,916             0.12%
   Miscellaneous                                23,896             0.73%
   Office Expenses                              10,467             0.32%
   Payroll Tax Expense                          56,421             1.73%
   Postage, Delivery and Freight                 2,525             0.08%
   Professional Development                        524             0.02%
   Professional Fees                             2,468             0.08%
   Profit Sharing                                  450             0.01%
   Rent                                         52,719             1.61%
   Recruiting                                    4,459             0.14%
   Repairs and Maintenance                         146             0.00%
   Salaries                                    620,304            19.00%
   Telephone                                     1,807             0.06%
   Travel & Entertainment                       42,708             1.31%
   Utilities                                     1,434             0.04%
                                             ----------         ---------
TOTAL OPERATING EXPENSES                      $915,072            28.03%
                                             ==========         =========
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{"company-data": {"conformed-name": "CGI HOLDING CORP", "cik": "0000829323", "assigned-sic": "7370", "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": "04996485"}, "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": "GEMSTAR ENTERPRISES INC", "date-changed": "19920703"}, {"former-conformed-name": "NORTH STAR PETROLEUM INC", "date-changed": "19900530"}]}
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 : AUGUST 25, 2004

                       COMMISSION FILE NUMBER: 33-19980-D

                             CGI HOLDING CORPORATION
                             -----------------------
        (Exact name of small business issuer as specified in its charter)

       Nevada                              87-0450450
-----------------------------          ---------------------------
State of other jurisdiction of          I.R.S. Employer I.D. No.
incorporation or organization

520 LAKE COOK ROAD, SUITE 690, DEERFIELD, ILLINOIS          60015
--------------------------------------------------     --------------
(Address of principal executive offices)                 (Zip Code)

Issuer's telephone number, including area code       (847) 282-5005
                                                   -----------------

Item 2. ACQUISITION OR DISPOSITION OF ASSETS

On August 19, 2004, the Company,  WebCapades  Acquisition Sub, Inc., WebCapades,
Inc., Scott P. Mitchell and Kristine E. Mitchell entered into an Agreement dated
August  19,  2004,  pursuant  to which  WebCapades,  Inc.  merged  with and into
WebCapades  Acquisition  Sub,  Inc.,  and  WebCapades,  Inc.  thereby  became  a
wholly-owned  subsidiary  of the  Company.  The  merger  consideration  included
$3,500,000 in cash, 1,904,762 shares of common stock of the Company,  $1,200,000
in two-year promissory notes payable by the Company, and a contingent earnout of
$500,000.  Scott P.  Mitchell and Kristine E.  Mitchell  each signed  three-year
employment  agreements with WebCapades,  Inc. and Cherish,  Inc., a wholly-owned
subsidiary of the Company's wholly-owned  subsidiary WebSourced,  Inc. Scott P.
Mitchell  was granted  warrants to purchase an  aggregate  of 150,000  shares of
common  stock of the  Company at an exercise  price of $2.10 per share.  Certain
other  employees  of  WebCapades,  Inc.  were  granted  warrants  to purchase an
aggregate of 90,600  shares of common stock of the Company at an exercise  price
of $2.10 per share. In connection with the transaction,  the Company completed a
private  placement of 2,049,813 shares of common stock of the Company at a price
of $2.05 per share,  thereby raising an aggregate of $4,202,104 for the Company.
The purchasers in such private  placement  were granted  warrants to purchase an
aggregate of 512,457  shares of common stock of the Company at an exercise price
of $2.05 per share.

On August 24, 2004, the Company sold, assigned and transferred all of the shares
of common stock of  WebCapades,  Inc. to the Company's  wholly-owned  subsidiary
WebSourced,  Inc. On August 25, 2004, the Company's subsidiary WebSourced,  Inc.
sold,  assigned and transferred all of the shares of common stock of WebCapades,
Inc. to WebSourced, Inc.'s wholly-owned subsidiary Cherish, Inc.

As of August 25, 2004:  (a) a total of 27,076,011  shares of common stock of the
Company  were issued and  outstanding,  and (b)  warrants to purchase a total of
7,512,642  shares of common  stock of the Company  were issued and  outstanding,
with exercise prices ranging from $0.001 to $3.80 per share.

Item 5. OTHER EVENTS

On August 11, 2004, the Company and Momentum Capital,  LLC entered into a Letter
Agreement dated August 11, 2004,  pursuant to which Momentum  Capital,  LLC will
provide certain  advisory  services in regard to  registration  statements to be
filed by the Company, and in regard to mergers involving the Company, during the
180-day period beginning on August 19, 2004. In consideration for these advisory
services,  the Company has agreed to pay Momentum Capital, LLC $266,500 in cash,
130,000 shares of common stock of the Company,  and warrants to purchase  32,500
shares of common stock of the Company at an exercise price of $2.05 per share.

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

EXHIBIT 1. ACQUISITION AGREEMENT

                            AGREEMENT

This Agreement (the "Agreement") made and entered into as of August 19, 2004, by
and among CGI HOLDING  CORPORATION,  a Nevada  corporation  ("CGI"),  WEBCAPADES
ACQUISITION SUB, INC., a Florida  corporation and wholly owned subsidiary of CGI
("Webcapades  Acquisition  Sub"),   WEBCAPADES,   INC.,  a  Florida  corporation
("Webcapades"), SCOTT P. MITCHELL ("Scott"), a resident of Florida, and KRISTINE
E. MITCHELL ("Kristi"), a resident of Florida and the spouse of Scott. Scott and
Kristi  are  sometimes   referred  to  individually   as  a  "Stockholder"   and
collectively  as  the   "Stockholders").   CGI,   Webcapades   Acquisition  Sub,
Webcapades,   Scott  and  Kristi  are   sometimes   referred  to  herein   each,
individually, as a "Party" and, collectively, as the "Parties".

                                   WITNESS:

WHEREAS,  Webcapades is engaged in on-line dating and personal relationships web
site business activities (collectively, the "Business"); and

WHEREAS,  the  Boards of  Directors  of CGI,  Webcapades  Acquisition  Sub,  and
Webcapades  have each approved this Agreement and the merger of Webcapades  with
and into Webcapades Acquisition Sub (the "Merger"),  in accordance with the laws
of the State of Florida and the terms and conditions set forth herein.

NOW,  THEREFORE,  in  consideration  of the premises  and the mutual  covenants,
representations and warranties herein contained, and for other good and valuable
consideration,  the  receipt  and  sufficiency  of  which  are  hereby  mutually
acknowledged, the Parties hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

In addition to terms defined  elsewhere in this  Agreement,  the following terms
when used in this Agreement shall have the respective meanings set forth below:

"Action"  means any claim,  demand,  action,  cause of action,  chose in action,
right of recovery, right of set-off, suit, arbitration,  inquiry,  proceeding or
investigation by or before any Governmental Authority.

"Affiliate"  means, with respect to a specified Person,  any other Person which,
directly  or  indirectly  through  one  or  more  intermediaries,  controls,  is
controlled by or is under common control with such Person,  and without limiting
the generality of the foregoing, includes, with respect to the specified Person:
(a)  any  other  Person  which  beneficially  owns or  holds  10% or more of the
outstanding  voting  securities  or other  securities  convertible  into  voting
securities of such Person,  (b) any other Person of which the  specified  Person
beneficially  owns or holds 10% or more of the outstanding  voting securities or
other  securities  convertible  into  voting  securities,  or (c) any  director,
officer or employee of such Person.

"Business Day" means any day other than a Saturday, Sunday or other day on which
banks are required or authorized to be closed in the city of Chicago, Illinois.

"Business  Interests"  means  the  ownership  of up to (but not more  than)  one
percent (1%) of any class of  securities of  enterprise  (but without  otherwise
participating,  directly or indirectly,  in the management or operations of such
enterprise) if such  securities are listed on any national or regional  exchange
or have been  registered  under Section 12(g) of the Securities  Exchange Act of
1934.

"CERCLA"  means  the  Comprehensive  Environmental  Response,  Compensation  and
Liability  Act of 1980, as amended  through the date hereof and any  regulations
promulgated thereunder.

"CGI Common Stock" means Common Stock, $.001 par value per share, of CGI.

"Cherish"  means  Cherish.com,   Inc.,  a  North  Carolina   corporation  and  a
wholly-owned subsidiary of WebSourced.

"Closing"  shall  mean the  closing  of the  transactions  contemplated  by this
Agreement.

"Closing Date" shall mean the day on which the Closing takes place.

"Code" shall mean the Internal Revenue Code of 1986, as amended.

"Contract"  means any contract,  plan,  undertaking,  understanding,  agreement,
license,  lease, note, mortgage or other binding commitment,  whether written or
oral.

"Copyrights" mean all copyrights (registered or otherwise) and registrations and
applications  for  registration  thereof,  and all rights  therein  provided  by
multinational treaties or conventions.

"Court"  means any court or  arbitration  tribunal  of the  United  States,  any
domestic state, or any foreign country, and any political subdivision thereof.

"Database" means all data and other information  recorded,  stored,  transmitted
and retrieved in electronic form.

"Documents"  means this Agreement  together with the Articles of Merger and Plan
of  Merger,  the  Schedules  and  Exhibits  hereto,  the  Webcapades  Disclosure
Schedule,  and the other  agreements,  documents  and  instruments  required  or
contemplated to be executed in connection herewith.

"Earnout" means the contingent earnout payment described in Section 9.1.

"Earnout Period" means the first eight (8) full calendar quarters  following the
Closing Date.

"Employee Plans" means all employee benefit plans (as defined in Section 3(3) of
ERISA) and all bonus,  stock or other security  option,  stock or other security
purchase,  stock or other  security  appreciation  rights,  incentive,  deferred
compensation,   retirement  or  supplemental   retirement,   severance,   golden
parachute,   vacation,   cafeteria,   dependent  care,  medical  care,  employee
assistance  program,  education or tuition  assistance  programs,  insurance and
other similar fringe or employee benefit plans,  programs or  arrangements,  and
any  current  or  former  employment  or  executive  compensation  or  severance
agreements,  written or otherwise,  which have ever been sponsored or maintained
or entered  into for the  benefit  of, or  relating  to,  any  present or former
employee  or director of  Webcapades,  or any trade or business  (whether or not
incorporated)  which is a member of a controlled  group or which is under common
control  with  Webcapades,  within the  meaning  of Section  414 of the Code (an
"ERISA Affiliate"), whether or not such plan is terminated.

"Environmental  Law"  means  any  Law  or  Regulation  pertaining  to:  (a)  the
protection  of health,  safety and the  indoor or outdoor  environment;  (b) the
conservation,  management  or use of natural  resources  and  wildlife;  (c) the
protection  or use of  surface  water  and  ground  water;  (d) the  management,
manufacture, possession, presence, use, generation,  transportation,  treatment,
storage, disposal, emission,  discharge, release, threatened release, abatement,
removal, remediation or handling of, or exposure to, any Hazardous Substance; or
(e)  pollution  (including  any  emission,  discharge  or release to air,  land,
surface  water  and  ground  water  of  any  material);  and  includes,  without
limitation, CERCLA and the Solid Waste Disposal Act, as amended 42 U.S.C. " 6901
et seq.

"Environmental Permits" means all Permits required under any Environmental Law.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"GAAP"  means  United  States  generally  accepted  accounting   principles  and
practices in effect from time to time consistently applied.

"Governmental  Authority"  means  any  governmental  or  legislative  agency  or
authority (other than a Court) of the United States,  any domestic state, or any
foreign country,  and any political  subdivision or agency thereof, and includes
any authority having governmental or  quasi-governmental  powers,  including any
administrative agency or commission.

"Hardware"  means  all  mainframes,   midrange  computers,  personal  computers,
notebooks,  servers,  switches,  printers,  modems, drives,  peripherals and any
component of any of the foregoing.

"Hazardous  Substance" means any Hazardous Substance,  as defined in CERCLA, and
any  other  chemical,   compound,   product,  solid,  gas,  liquid,   pollutant,
contaminant  or material  which is regulated  under any  Environmental  Law, and
includes  without  limitation,  asbestos or any substance  containing  asbestos,
polychlorinated  biphenyls  and petroleum  (including  crude oil or any fraction
thereof).

"Indebtedness"  means, with respect to any Person,  (a) all indebtedness of such
Person,  whether or not contingent,  for borrowed money,  (b) all obligations of
such Person for the deferred  purchase  price of property or  services,  (c) all
obligations  of such  Person  evidenced  by notes,  bonds,  debentures  or other
similar  instruments,   (d)  all  indebtedness  created  or  arising  under  any
conditional  sale or other title  retention  agreement  with respect to property
acquired by such Person (even though the rights and remedies of  Webcapades or a
lender under such agreement in the event of default are limited to  repossession
or sale of such  property),  (e) all  obligations of such Person as lessee under
leases that have been or should be, in accordance with GAAP, recorded as capital
leases,  (f) all  obligations,  contingent  or  otherwise,  of such Person under
acceptance,  letter of credit or similar facilities, (g) all obligations of such
Person to purchase,  redeem,  retire, defease or otherwise acquire for value any
capital stock of such Person or any warrants,  rights or options to acquire such
capital stock, valued, in the case of redeemable preferred stock, at the greater
of its voluntary or involuntary  liquidation  preference plus accrued and unpaid
dividends, (h) all Indebtedness of others referred to in clauses (a) through (f)
above  guaranteed  directly or  indirectly  in any manner by such Person,  or in
effect guaranteed directly or indirectly by such Person through an agreement (1)
to pay or  purchase  such  Indebtedness  or to advance  or supply  funds for the
payment or purchase of such  Indebtedness,  (2) to  purchase,  sell or lease (as
lessee or lessor) property,  or to purchase or sell services,  primarily for the
purpose of enabling the debtor to make payment of such Indebtedness or to assure
the holder of such  Indebtedness  against loss, (3) to supply funds to or in any
other manner invest in the debtor  (including  any agreement to pay for property
or services  irrespective  of whether such property is received or such services
are  rendered)  or (4)  otherwise  to  assure a  creditor  against  loss and all
Indebtedness  referred to in clauses  (a)  through (f) above  secured by (or for
which the holder of such  Indebtedness  has an  existing  right,  contingent  or
otherwise,  to  be  secured  by)  any  Lien  on  property  (including,   without
limitation, accounts and contract rights) owned by such Person, even though such
Person has not assumed or become liable for the payment of such Indebtedness.

"Information  System"  means  any  combination  of  Hardware,   Software  and/or
Database(s)  employed  primarily  for  the  creation,   manipulation,   storage,
retrieval, display and use of information in electronic form or media.

"Intellectual Property" means (a) inventions, whether or not patentable, whether
or not  reduced to  practice or whether or not yet made the subject of a pending
Patent  application or  applications,  (b) ideas and  conceptions of potentially
patentable   subject  matter,   including,   without   limitation,   any  patent
disclosures,  whether or not reduced to practice and whether or not yet made the
subject of a pending  Patent  application  or  applications,  (c)  Patents,  (d)
Trademarks,  (e) Copyrights,  (f) Software,  (g) trade secrets and confidential,
technical or business  information  (including  ideas,  formulas,  compositions,
inventions, and conceptions of inventions whether patentable or unpatentable and
whether or not reduced to practice), (h) whether or not confidential, technology
(including  know-how and show-how),  manufacturing and production  processes and
techniques,  research and  development  information,  drawings,  specifications,
designs,  plans,  proposals,  technical data,  copyrightable  works,  financial,
marketing and business data,  Databases,  Information Systems,  pricing and cost
information,  business and marketing  plans and customer and supplier  lists and
information,  (i) copies  and  tangible  embodiments  of all the  foregoing,  in
whatever  form or  medium,  (j) all  rights  to obtain  and  rights to apply for
Patents,  and to register  Trademarks and  Copyrights,  (k) all rights under the
License Agreements and any licenses,  registered user agreements,  technology or
materials, transfer agreements, and other agreements or instruments with respect
to items in (a) to (j) above;  and (l) all rights to sue and  recover and retain
damages and costs and attorneys'  fees for present and past  infringement of any
of the Intellectual Property rights hereinabove set out.

"Inventories" means all inventories, including, without limitation, merchandise,
raw materials,  work-in-process,  finished goods,  replacement parts, packaging,
office supplies,  maintenance supplies, computer parts and supplies and Hardware
related to the Business  maintained,  held or stored by or for Webcapades at any
location whatsoever and any prepaid deposits for any of the same.

"IRS" shall mean the United States Internal Revenue Service.

"Knowledge" means (a) in the case an individual,  knowledge of a particular fact
or other  matter  if such  individual  is  actually  aware of such fact or other
matter,  and (b) in the case of a Person (other than an individual)  such Person
will be deemed to have  Knowledge  of a  particular  fact or other matter if any
individual who is serving,  or has at any time served,  as a director,  officer,
partner,  executor,  or trustee of such Person (or in any similar capacity) has,
or at any time had, Knowledge of such fact or other matter.

"Law" means all laws,  statutes,  ordinances and Regulations of any Governmental
Authority  including  all  decisions of Courts  having the effect of law in each
such jurisdiction.

"Leased Real Property"  means the real property  leased by Webcapades as tenant,
together  with,  to the extent  leased by  Webcapades  all  buildings  and other
structures,  facilities or improvements  currently or hereafter located thereon,
all fixtures,  systems,  equipment and items of personal  property of Webcapades
attached  or  appurtenant  thereto,  and all  easements,  licenses,  rights  and
appurtenances relating to the foregoing.

"Liabilities"  means any and all debts,  liabilities  and  obligations,  whether
accrued or fixed, absolute or contingent,  matured or unmatured or determined or
determinable,  including,  without  limitation,  those  arising  under  any  Law
(including,  without  limitation,  any  Environmental  Law),  Action  or  Order,
Liabilities for Taxes and those Liabilities arising under any Contract.

"Liens" means any mortgage, pledge, security interest, attachment,  encumbrance,
lien (statutory or otherwise),  option,  conditional  sale  agreement,  right of
first refusal, first offer, termination, participation or purchase, or charge of
any kind  (including  any  agreement  to give any of the  foregoing),  provided,
however,  that  the  term  "Lien"  shall  not  include:  (a)  Liens  for  Taxes,
assessments  and charges any  Governmental  Authority due and being contested in
good faith and  diligently by  appropriate  proceedings  (and for the payment of
which   adequate   provision  has  been  made);   (b)   servitudes,   easements,
restrictions,  rights-of-way  and other  similar  rights in real property or any
interest  therein,  provided  the same are not of such  nature as to  materially
adversely affect the use of the property  subject  thereto;  (c) Liens for Taxes
either not due and payable or due but for which  notice of  assessments  has not
been  given;  (d)  undetermined  or  inchoate  Liens,   charges  and  privileges
incidental to current  construction or current  operations and statutory  Liens,
charges,  adverse  claims,  security  interests  or  encumbrances  of any nature
whatsoever  claimed or held by any Governmental  Authority which have not at the
time been  filed or  registered  against  the title to the asset or served  upon
Webcapades pursuant to Law or which relate to obligations not due or delinquent;
(e)  assignments  of  insurance  provided  to  landlords  (or their  mortgagees)
pursuant  to the terms of any lease,  and Liens or rights  reserved in any lease
for rent or for compliance  with the terms of such lease;  (f) security given in
the ordinary  course of the  Business,  as  applicable,  to any public  utility,
municipality  or Government  Authority in connection  with the operations of the
Business, as applicable, other than security for borrowed money; (g) deposits or
pledges made in connection with, or to secure payment of, workers' compensation,
unemployment  insurance,  old age  pension  or other  social  security  programs
mandated under  applicable  Laws; and (h) restrictions on transfer of securities
imposed by applicable state and federal securities Laws.

"Litigation"  means any  suit,  action,  arbitration,  cause of  action,  claim,
complaint,   criminal  prosecution,   investigation,   inquiry,  demand  letter,
governmental or other  administrative  proceeding,  whether at law or at equity,
before or by any Court,  Governmental  Authority,  arbitrator or other tribunal.
"Material Adverse Effect" means any  circumstance,  change in, or effect on, the
Business or Webcapades  that,  individually  or in the aggregate  with any other
circumstances, changes in, or effects on, the Business or Webcapades: (a) is, or
could be, materially adverse to the business,  operations, assets or Liabilities
(including, without limitation, contingent Liabilities), employee relationships,
customer or  supplier  relationships,  results of  operations  or the  condition
(financial  or otherwise) of the  Business,  or (b) could  materially  adversely
affect  the  ability of  Webcapades  Acquisition  Sub to operate or conduct  the
Business  in the  manner in which it is  currently  operated  or  conducted,  or
contemplated to be conducted.

"Notes"  shall mean an  aggregate  of One Million Two Hundred  Thousand  Dollars
($1,200,000)  principal amount of non-interest  bearing Promissory Notes made by
CGI dated the  Closing  Date,  payable in  twenty-four  (24)  equal  consecutive
monthly  payments  of Fifty  Thousand  Dollars  ($50,000)  commencing  one month
following the Closing Date, all in the form of Exhibit 1.

"Order" shall mean any judgment, order, writ, injunction,  ruling,  stipulation,
determination,   award  or  decree  of  or  by,  or  any  settlement  under  the
jurisdiction of, any Court or Governmental Authority.

"Owned Real Property" means the real property owned by Webcapades  together with
all buildings and other  structures,  facilities  or  improvements  currently or
hereafter  located  thereon,  all  fixtures,  systems,  equipment  and  items of
personal  property  of  Webcapades  attached  or  appurtenant  thereto  and  all
easements, licenses, rights and appurtenances relating to the foregoing.

"Patents"  mean all national  (including  the United  States) and  multinational
statutory  invention  registrations,  patents,  patent  registrations and patent
applications,     including    all    reissues,    divisions,     continuations,
continuations-in-part,  extensions  and  reexaminations,  and all rights therein
provided by  multinational  treaties or conventions and all  improvements to the
inventions disclosed in each such registration, patent or application.

"Permits"  means  any  licenses,   permits,   pending  applications,   consents,
certificates, registrations, approvals and authorizations.

"Person"  means any natural  person,  corporation,  limited  liability  company,
unincorporated  organization,  partnership,  association,  joint stock  company,
joint venture, trust or any other entity.

"Real Property" means the Leased Real Property and the Owned Real Property.

"Receivables" means any and all accounts receivable, notes, book debts and other
amounts  due or accruing  due to  Webcapades  in  connection  with the  Business
whether  or not in the  ordinary  course,  together  with any  unpaid  financing
charges accrued thereon and the benefit of all security for such accounts, notes
and debts.

"Regulation" means any rule or regulation of any Governmental Authority.

"Scott  Managed  Businesses"  shall  mean  either (a) the  Webcapades  Surviving
Corporation  or (b) all of the  businesses  directly or indirectly  owned by CGI
that are being  managed  by Scott as  President  and CEO  during  the  period in
question,  collectively,  as elected by Scott in his sole discretion, by written
notice to the President  and CEO of CGI within 65 days  following the end of the
Earnout Period.

"Securities Act" means the Securities Act of 1933, as amended.

"Software"  means  any and  all (a)  computer  programs,  including  any and all
software  implementations of algorithms,  models and  methodologies,  whether in
source code or object code,  (b) databases and  compilations,  including any and
all data and  collections of data,  whether machine  readable or otherwise,  (c)
descriptions,  flow-charts and other work product used to design, plan, organize
and develop any of the  foregoing,  (d) the  technology  supporting any Internet
site(s)  operated  by or on  behalf  of  Webcapades  and (e) all  documentation,
including user manuals and training materials, relating to any of the foregoing.

"Subsidiary" or  "Subsidiaries"  of a specified Person means any other Person in
which such Person owns, directly or indirectly, more than 50% of the outstanding
voting  securities or other securities  convertible into voting  securities,  or
which may effectively be controlled, directly or indirectly, by such Person.

"Tax" or "Taxes"  means any and all federal,  state,  local,  or foreign  taxes,
fees, levies, duties, tariffs,  imposts, and other charges of any kind (together
with any and all interest,  penalties,  additions to tax and additional  amounts
imposed with respect  thereto)  imposed by any  Governmental  Authority or other
taxing authority,  including,  without limitation:  taxes or other charges on or
with respect to income,  franchises,  windfall or other profits, gross receipts,
property,  sales, use, capital stock, payroll,  employment,  disability,  social
security, workers' compensation,  unemployment compensation, or net worth; taxes
or other  charges in the  nature of  excise,  withholding,  ad  valorem,  stamp,
transfer,  value added, or gains taxes; license,  registration and documentation
fees; and customs' duties,  tariffs, and similar charges,  whether computed on a
separate  or  consolidated,  unitary or combined  basis or in any other  manner,
whether  disputed or not and including any  obligation to indemnify or otherwise
assume or succeed to the Tax  liability of any other  Person,  together with any
interest  or  penalty,  addition  to tax or  additional  amount  imposed  by any
governmental authority.

"Tax Returns" means returns,  reports and information statements,  including any
schedule or attachment thereto,  with respect to Taxes required to be filed with
the IRS or any other Governmental Authority or other taxing authority or agency,
domestic or foreign, including consolidated, combined and unitary tax returns.

"Trademarks" mean all trademarks, service marks, trade dress, logos, trade names
and corporate names, whether or not registered, including all common law rights,
and registrations and applications for registration thereof,  including, but not
limited  to, all marks  registered  in the United  States  Patent and  Trademark
Office, the Trademark Offices of the States and Territories of the United States
of America, and the Trademark Offices of other nations throughout the world, and
all rights therein provided by multinational treaties or conventions.

"Web  Sites"  means  all  web  sites,  domain  names,  and  associated  internet
properties,  rights, titles and interests in any way directly or indirectly used
in or associated  with the Business,  including but not limited to those certain
web sites and domain  names set forth in that  certain  letter re: web sites and
domain  names dated the date of this  Agreement  from Scott to Gerard M. Jacobs,
President and Chief Executive Officer of CGI.

"WebSourced"  means  WebSourced,  Inc.,  a  North  Carolina  corporation  and  a
wholly-owned subsidiary of CGI.

                                   ARTICLE II
                                   THE MERGER

2.1 The Merger.  At the Effective Time (as hereinafter  defined),  in accordance
with the laws of the  State of  Florida  and the  terms  and  conditions  of the
Documents,  Webcapades shall be merged with and into Webcapades Acquisition Sub.
From  and  after  the  Effective  Time,  the  separate  corporate  existence  of
Webcapades  shall  cease  and  Webcapades  Acquisition  Sub,  as  the  surviving
corporation in the Merger,  shall  continue its existence  under the laws of the
State of Florida as a wholly owned  subsidiary  of CGI.  Webcapades  Acquisition
Sub, as the surviving  corporation  after the Merger,  is hereinafter  sometimes
referred to as the "Webcapades Surviving Corporation".

2.2 Effective Time. Subject to the provisions of this Agreement,  on the Closing
Date (as  hereinafter  defined)  or as soon  thereafter  as is  practicable  the
Parties shall cause the Merger to become  effective by executing and filing with
the  Department of State of the State of Florida in accordance  with Florida law
Articles  of Merger  with a Plan of Merger  attached  as an  Exhibit  thereto in
substantially  the form of Exhibit  2.2  attached  hereto and hereby made a part
hereof (the "Articles of Merger and Plan of Merger"),  the date and time of such
filing,  or such later date and time as may be agreed  upon by the  Parties  and
specified therein, being hereinafter referred to as the "Effective Time".

2.3 Effect of the  Merger.  At the  Effective  Time,  the Merger  shall have the
effect  set forth in the  Documents  and in the  applicable  provisions  of law.
Without limiting the generality of the foregoing,  and subject  thereto,  at the
Effective Time all of the assets, properties,  rights,  privileges,  immunities,
powers and franchises of Webcapades and Webcapades Acquisition Sub shall vest in
the Webcapades  Surviving  Corporation,  and all of the debts,  liabilities  and
duties of  Webcapades  and  Webcapades  Acquisition  Sub shall become the debts,
liabilities and duties of the Webcapades Surviving Corporation.

2.4 Articles of Incorporation and Bylaws.  From and after the Effective Time and
without further action on the part of the Parties, the Articles of Incorporation
and Bylaws of Webcapades Acquisition Sub immediately prior to the Effective Time
shall be the  Articles  of  Incorporation  and  Bylaws of  Webcapades  Surviving
Corporation until amended in accordance with the respective terms thereof.

2.5 Directors and Officers.

(a) The directors of Webcapades Surviving  Corporation shall be Scott, Gerard M.
Jacobs  and S.  Patrick  Martin,  each to hold  office  in  accordance  with the
Articles of Incorporation and the Bylaws of Webcapades  Acquisition Sub, in each
case,  until their  respective  successors  are duly  elected or  appointed  and
qualified or until their  earlier  death,  resignation  or removal in accordance
with Webcapades Acquisition Sub's Articles of Incorporation and Bylaws.

(b) The  directors  of Cherish  shall be Scott,  Gerard M. Jacobs and S. Patrick
Martin,  each to hold office in accordance with the Certificate of Incorporation
and the Bylaws of Cherish,  in each case, until their respective  successors are
duly  elected  or  appointed  and  qualified  or  until  their  earlier   death,
resignation or removal in accordance with Cherish's Certificate of Incorporation
and Bylaws.

2.6 Conversion of Stock, Etc. At the Effective Time, by virtue of the Merger and
without any action on the part of the  Parties or the  holders of the  following
securities:  All of the shares of  Webcapades'  common  stock,  par value $1 per
share  ("Webcapades  Common Stock") issued and outstanding  immediately prior to
the  Effective  Time  other  than any shares of  Webcapades  Common  Stock to be
canceled  and retired  pursuant to Section 2.7  ("Webcapades  Shares")  shall be
converted  automatically  into the right to  receive,  in the  aggregate:  Three
Million  Five  Hundred  Thousand   Dollars   ($3,500,000)  in  cash  (the  "Cash
Consideration");  shares of CGI Common Stock  having an aggregate  value of Four
Million  Dollars  ($4,000,000)  such stock to be valued at the closing price per
share of CGI Common  Stock on the last  trading day prior to the Closing Date as
hereafter  defined (the "Stock  Consideration");  the  $1,200,000  of Notes (the
"Note  Consideration");  and the Earnout  defined in Section 9.1, if earned (the
"Earnout Consideration") (collectively, the "Merger Consideration"),  subject to
adjustment  as set forth in  Section  2.10.  The Merger  Consideration  shall be
allocated and disbursed  among the holders of the Webcapades  Shares and certain
assignees of portions  thereof,  in accordance with the allocations set forth on
Exhibit 2.6 attached  hereto and hereby made a part  hereof.  From and after the
Effective Time, all shares of Webcapades  capital stock shall  automatically  be
redeemed and canceled and shall cease to exist, and each holder of a certificate
that  previously   represented  any  such  share  of  Webcapades  capital  stock
(collectively,  the  "Webcapades  Certificates")  shall cease to have any rights
with respect  thereto other than the right to receive,  if any, their portion of
the Merger  Consideration  as set forth on Exhibit  2.6.  The  foregoing  Merger
Consideration  shall be deemed to have been issued in full  satisfaction  of all
rights pertaining to the Webcapades  Shares, and after the Effective Time, there
shall be no further registration or transfers of Webcapades Shares. If after the
Effective  Time,  any  Webcapades   Certificates  are  presented  to  Webcapades
Surviving  Corporation for any reason,  they shall be cancelled and exchanged as
provided in this  Section 2.6 and Exhibit  2.6. If any  Webcapades  Certificates
representing  Webcapades Shares shall have been lost,  stolen or destroyed,  CGI
shall issue in exchange for such lost,  stolen or destroyed  certificates,  upon
the making of an affidavit of that fact by the holder  thereof,  the  applicable
Merger Consideration;  provided, however, that CGI may, in its discretion and as
a condition precedent to the issuance and delivery thereof, require the owner of
such lost, stolen or destroyed  certificates to deliver a bond in such sum as it
may  reasonably  direct as indemnity  against any claim that may be made against
CGI or Webcapades Surviving Corporation with respect to the certificates alleged
to have been lost, stolen or destroyed.

2.7 Cancellation of Shares.  Immediately prior to the Effective Time: Each share
of Webcapades  Common Stock either held in Webcapades'  treasury or owned by any
direct or indirect wholly owned  subsidiary of Webcapades  immediately  prior to
the Effective Time,  shall be canceled and  extinguished  without any conversion
thereof or payment therefor.

2.8 Stock Options;  Warrants. Prior to the Effective Time: The Stockholders,  at
the  Stockholders'  sole expense,  shall take all actions necessary to cause all
capital stock of Webcapades  other than the Webcapades  Common Stock held by the
Stockholders and being exchanged for the Merger Consideration in accordance with
Section 2.6, and all options,  warrants and other contractual or other rights to
purchase or otherwise  acquire or convert into  Webcapades  Common Stock,  to be
cancelled, extinguished and terminated.

2.9 Capital Stock of Acquisition  Subs. Each share of common stock of Webcapades
Acquisition Sub, par value $0.01 per share  ("Webcapades  Acquisition Sub Common
Stock") issued and outstanding  immediately prior to the Effective Time shall be
converted  automatically into one fully paid and non-assessable  share of common
stock of the Webcapades Surviving  Corporation,  par value $0.01 per share. From
and after the Effective Time, each stock  certificate of Webcapades  Acquisition
Sub that  previously  represented  shares of Webcapades  Acquisition  Sub Common
Stock shall  evidence  ownership of an equal number of shares of common stock of
the Webcapades Surviving Corporation.

2.10 Adjustments to the  Consideration.  Without limiting any other provision of
this Agreement:

(a) If and in the event that on the Closing Date  Webcapades'  aggregate cash in
its checking and savings  accounts does not exceed the  aggregate  amount of all
Indebtedness and Liabilities  shown on the Audited  Webcapades  Balance Sheet on
the Closing Date by at least Seven Hundred Thousand Dollars ($700,000), then the
Cash Consideration shall be adjusted downward, dollar-for-dollar,  by the amount
of such deficit;

(b) The Cash Consideration shall be adjusted downward, dollar-for-dollar, by the
amount  of any  cash or  other  assets  taken  out of  Webcapades  by any of the
Stockholders after June 30, 2004, other than (1) via salaries and other payments
made  in  the  ordinary  course  of  the  Business  consistent  with  historical
practices, or (2) as permitted by Section 6.4(a); and

(c) the Stock Consideration shall be adjusted, at any time and from time to time
prior to the  Closing  Date,  to fully  reflect  the effect of any stock  split,
reverse split, stock dividend  (including,  without limitation,  any dividend or
distribution of securities  convertible into CGI Common Stock),  reorganization,
recapitalization or other like change with respect to CGI Common Stock effective
between the date of this  Agreement and the Closing Date provided that the value
of said Stock  Consideration  shall  remain at $4 million  valued at the closing
price per share of CGI Common Stock on the last trading day prior to the Closing
Date as hereafter defined.

2.11 Taking of Necessary Action;  Further Action.  If, at any time and from time
to time after the Effective  Time,  any further action is necessary or desirable
to  carry  out the  purposes  of this  Agreement  and to vest in the  Webcapades
Surviving  Corporation  full  right,  title and  possession  of all  properties,
assets, rights,  privileges,  powers and franchises of Webcapades and Webcapades
Acquisition  Sub, the officers and  directors of Webcapades  and the  Webcapades
Surviving  Corporation  shall be and are fully  authorized and directed,  in the
name of and on behalf of their respective corporations,  to take, or cause to be
taken,  all such lawful and necessary  action as is not  inconsistent  with this
Agreement.  CGI shall  cause  Webcapades  Acquisition  Sub to perform all of its
obligations relating to this Agreement and the transactions contemplated hereby.

                                  Article I II
                             CONSIDERATION; CLOSING

3.1 Consideration.

(a) As  consideration  for the  Merger,  the  Stockholders  shall be entitled to
receive  the Merger  Consideration  as set forth in Section  2.6 and Exhibit 2.6
attached hereto.

(b) All  certificates  representing  CGI Common  Stock  issued  pursuant to this
Agreement  shall bear a legend  stating  that such CGI Common Stock has not been
registered  under the Securities Act, and may not be transferred or sold without
such registration or an exemption therefrom.

3.2 Closing.  Subject to the terms and conditions of this Agreement, the closing
of the  transactions  contemplated by this Agreement (the "Closing")  shall take
place at the offices of Barnett,  Bolt,  Kirkwood,  Long & McBride, 601 Bayshore
Boulevard, Suite 700, Tampa, Florida 33606, at 9:30 A.M. EST on August 19, 2004,
or at such other  place or time or on such other date as the  Parties  may agree
upon in writing  (the day on which the Closing  takes  place being the  "Closing
Date").

                                   ARTICLE IV
                        REPRESENTATIONS AND WARRANTIES OF
                         THE STOCKHOLDERS AND WEBCAPADES

The Webcapades  Disclosure Schedule attached hereto (the "Disclosure  Schedule")
identifies  by Section and  Subsection  any  exception  to a  representation  or
warranty in this Article IV. In order to induce CGI and  Webcapades  Acquisition
Sub to enter into this Agreement and to consummate the transactions contemplated
hereby,  the  Stockholders  and Webcapades each hereby  represent and warrant to
each of CGI and Webcapades Acquisition Sub as follows:

4.1 Organization and Qualification.  Webcapades is a corporation duly organized,
validly  existing and in good  standing  under the laws of Florida,  and is duly
licensed or qualified to transact  business as a foreign  corporation  and is in
good  standing  in  each of the  jurisdictions  listed  on  Schedule  4.1,  such
jurisdictions  being  the only  jurisdictions  in  which  the  failure  to be so
licensed or qualified could have a Material Adverse Effect on Webcapades. All of
the issued and  outstanding  shares of  Webcapades  capital stock were issued in
compliance  in all  material  respects  with all  applicable  federal  and state
securities laws and are owned solely by the Stockholders.

4.2 Subsidiaries and Affiliates.  Webcapades does not have any Subsidiaries, and
Webcapades does not own,  directly or indirectly,  any equity or other ownership
interests of any Person. Webcapades has no Affiliates.

4.3 Charter, By-Laws and Corporate Records. True, correct and complete copies of
each of (a) the Articles of Incorporation of Webcapades as amended and in effect
on the date hereof,  (b) the By-Laws of  Webcapades  as amended and in effect on
the date hereof,  and (c) the minute books of Webcapades,  have been  previously
made available to CGI and Webcapades  Acquisition Sub. Such minute books contain
complete and accurate records of all meetings and other corporate actions of the
board of  directors,  committees of the board of  directors,  incorporators  and
stockholders  of  Webcapades  from  the  date of its  incorporation  to the date
hereof.

4.4  Authorization;  Enforceability.  Webcapades  has the  corporate  power  and
authority to own, hold, lease and operate its properties and assets and to carry
on its business as currently  conducted.  Webcapades has the corporate power and
authority to execute, deliver and perform this Agreement and the other Documents
to  which  it is a  party.  The  execution,  delivery  and  performance  of this
Agreement  and the  other  Documents  to which  it, he or she is a party and the
consummation of the transactions  contemplated herein and therein have been duly
authorized and approved by Webcapades and each of the Stockholders, and no other
action on the part of  Webcapades  or any of the  Stockholders  is  necessary in
order to give effect thereto.  This Agreement and each of the other Documents to
be executed and  delivered by  Webcapades  and the  Stockholders  have been duly
executed  and  delivered  by,  and  constitute  the  legal,  valid  and  binding
obligations  of,  Webcapades  and each of the  Stockholders,  respectively,  are
enforceable  against  Webcapades and each of the Stockholders in accordance with
their terms, except as such enforcement may be limited by bankruptcy, insolvency
or other similar laws affecting the enforcement of creditors'  rights  generally
and  except  that the  availability  of  equitable  remedies  is  subject to the
discretion of the court before which any proceeding therefor may be brought.

4.5 No  Violation  or  Conflict.  None  of (a) the  execution  and  delivery  by
Webcapades and the  Stockholders of this Agreement and the other Documents to be
executed and delivered by Webcapades and the Stockholders,  (b) the consummation
by Webcapades and the  Stockholders  of the  transactions  contemplated  by this
Agreement and the other Documents,  or (c) the performance of this Agreement and
the other  Documents  required by this Agreement to be executed and delivered by
Webcapades  and the  Stockholders  at the  Closing,  will (1)  conflict  with or
violate the Articles of  Incorporation  or By-Laws of  Webcapades,  (2) conflict
with or violate any Law, Order or Permit  applicable to Webcapades or any of the
Stockholders,  or by which Webcapades'  properties are bound or affected, or (3)
result in any breach or violation  of or  constitute a default (or an event that
with notice or lapse of time or both would  become a default)  under,  or impair
Webcapades'  rights or alter the rights or obligations of any third party under,
or  give to  others  any  rights  of  termination,  amendment,  acceleration  or
cancellation  of, or result in the creation of any Lien on any of the properties
or assets of Webcapades pursuant to, any Contract, Permit or other instrument or
obligation  to  which  Webcapades  is a  party  or by  which  Webcapades  or its
properties are bound or affected except, in the case of clause (2) or (3) above,
for any such conflict, breach, violation, default or other occurrence that would
not  individually  or in  the  aggregate,  have a  Material  Adverse  Effect  on
Webcapades.

4.6 Governmental Consents and Approvals. The execution, delivery and performance
of this Agreement and the other Documents by Webcapades and the  Stockholders do
not and will not require any consent, approval,  authorization,  Permit or other
order of, action by, filing with or notification to, any Governmental Authority.

4.7 Capital Structure.  The authorized  capital stock of Webcapades  consists of
1,000 shares of Webcapades  Common Stock.  As of the date hereof 1,000 shares of
Webcapades  Common Stock were issued and outstanding (the "Webcapades  Shares"),
and no Webcapades Shares were held in treasury. Except as described above, there
will be no shares of voting or non-voting  capital  stock,  equity  interests or
other  securities of  Webcapades  authorized,  issued,  reserved for issuance or
otherwise  outstanding at the Closing. All of the outstanding  Webcapades Shares
are duly  authorized,  validly issued,  fully paid and  non-assessable,  and not
subject to, or issued in violation of, any kind of preemptive,  subscription  or
any kind of  similar  rights.  There  are no bonds,  debentures,  notes or other
Indebtedness  of  Webcapades  having  the  right  to vote (or  convertible  into
securities  having the right to vote) on any  matters on which  stockholders  of
Webcapades may vote.  There are no outstanding  securities,  options,  warrants,
calls, rights, commitments, agreements, arrangements or undertakings of any kind
(contingent  or  otherwise) to which  Webcapades is a party or bound  obligating
Webcapades to issue, deliver or sell, or cause to be issued,  delivered or sold,
additional  shares of capital stock or other voting  securities of Webcapades or
obligating  Webcapades  to issue,  grant,  extend or enter into any agreement to
issue, grant or extend any security,  option, warrant, call, right,  commitment,
agreement,  arrangement or undertaking which will survive the Closing. There are
no outstanding  contractual  obligations of Webcapades to repurchase,  redeem or
otherwise  acquire  any shares of capital  stock (or options to acquire any such
shares) or other  security or equity  interest of Webcapades  which will survive
the Closing.

4.8 Financial Statements.  Webcapades has previously furnished or made available
to CGI and Webcapades  Acquisition Sub the unaudited balance sheet of Webcapades
as at June 30, 2004 (the "Unaudited  Webcapades Balance Sheet"), and the related
statements  of income and cash flow for the six months ended June 30, 2004,  the
unaudited balance sheets of Webcapades as of December 31, 2002 and 2003, and the
related statements of income and cash flow and notes thereto for the same fiscal
years (collectively,  the "Unaudited Webcapades Financial Statements"). All such
Unaudited Webcapades Financial Statements fairly present the financial condition
of Webcapades as of the dates indicated therein, are complete and correct in all
material respects and accurately reflect all transactions of the Business.

4.9 Conduct in the  Ordinary  Course;  Absence of Changes.  Since June 30, 2004,
except as permitted by Section  6.4(a) and Article  VIII,  the Business has been
conducted in the ordinary course of business, consistent with past practice, and
there has been no change in the Business  which has had, or could  reasonably be
anticipated to result in a Material Adverse Effect on Webcapades.

4.10 Real Property.

(a) Schedule  4.10(a) lists (1) the street  address of each parcel of Owned Real
Property,  and (2) any and all leases of all or any portion of any of Owned Real
Property ("Owned Real Property Leases").  Any parcel of Owned Real Property that
is not subject to an Owned Real Property  Lease is occupied by Webcapades and is
used solely for the conduct of the  Business.  Schedule  4.10(a)  lists for each
Owned Real Property  Lease:  (i) the street address of each parcel subject to an
Owned Real Property Lease,  (ii) the identity of the lessor,  lessee and current
occupant (if different from lessee/lessor) under each Owned Real Property Lease,
(iii) the term,  the security  deposit,  if any, and rental payment terms of the
Owned Real  Property  Leases (and any  subleases)  pertaining to each such Owned
Real Property Lease,  (iv) any commissions due now or in the future on any Owned
Real Property  Lease or in connection  with an option to extend or renew and (v)
any amendments to the Owned Real Property Leases.

(b) Schedule  4.10(b) lists (1) the street address of each parcel of Leased Real
Property,  (2) the  identity of the  lessor,  lessee and  current  occupant  (if
different from lessee) of each such parcel of Leased Real Property,  and (3) the
term and rental  payment terms of the leases (and any  subleases)  pertaining to
each such parcel of Leased Real Property.

(c) Webcapades has made available to CGI and Webcapades Acquisition Sub true and
correct  copies of each deed for each parcel of Owned Real  Property and, to the
extent  available,  for each  parcel  of  Leased  Real  Property,  and all title
insurance  policies,   title  reports,   surveys,   certificates  of  occupancy,
environmental  reports and audits,  appraisals,  other title documents and other
documents relating to or otherwise affecting the Owned Real Property, the Leased
Real  Property,  or the  operation  of the  Business  thereon  or any other uses
thereof.

(d) Webcapades has delivered or made available to CGI and Webcapades Acquisition
Sub correct and complete  copies of all leases and subleases  listed in Schedule
4.10(a) and  Schedule  4.10(b) and any and all  ancillary  documents  pertaining
thereto (including, but not limited to, all amendments, consents for alterations
and  documents  recording  variations  and  evidence of  commencement  dates and
expiration dates) (the "Leases"). With respect to each such Lease:

(1) such  Lease is legal,  valid,  binding,  enforceable  and in full  force and
effect,  except as such enforcement may be limited by bankruptcy,  insolvency or
other similar laws affecting the enforcement of creditors'  rights generally and
except that the availability of equitable  remedies is subject to the discretion
of the court before which any proceeding therefor may be brought, and represents
the entire agreement between the respective  landlord and tenant with respect to
such property;

(2)  such  Lease,   together  with  the  consent  and/or  estoppel   certificate
contemplated  by  Section  6.2,  will not  cease to be  legal,  valid,  binding,
enforceable  and in full force and  effect,  except as such  enforcement  may be
limited  by   bankruptcy,   insolvency  or  other  similar  laws  affecting  the
enforcement of creditors'  rights  generally and except that the availability of
equitable  remedies is subject to the  discretion  of the court before which any
proceeding  therefor may be brought,  on terms  identical to those  currently in
effect as a result of the consummation of the transactions  contemplated by this
Agreement,  nor will the consummation of the  transactions  contemplated by this
Agreement  constitute a breach or default under such Lease or otherwise give the
landlord or lessee a right to terminate such Lease;

(3) neither  Webcapades nor, to the Knowledge of Webcapades,  any other party to
such  Lease,  is in breach or  default  in any  material  respect,  and,  to the
Knowledge of  Webcapades,  no event has occurred  that,  with notice or lapse of
time  would  constitute  such  a  breach  or  default  or  permit   termination,
modification or acceleration under such Lease; and

(4) the  rental set forth in each Lease is the actual  rental  being  paid,  and
there are no separate agreements or understandings with respect to the same.

4.11 Personal Property.

(a) Schedule  4.11 lists each item or distinct  group of  machinery,  equipment,
tools, supplies, furniture, fixtures, vehicles, rolling stock and other tangible
personal property with a cost in excess of $5,000 used in the Business and owned
or leased by Webcapades (the "Tangible Personal Property").

(b) Webcapades has delivered or made available to CGI and Webcapades Acquisition
Sub correct and complete copies of all leases for Tangible Personal Property and
any and all material ancillary  documents  pertaining  thereto.  With respect to
each of such leases:

(1) such lease,  together with all ancillary documents delivered pursuant to the
first sentence of this Section 4.11(b), is legal, valid,  binding,  enforceable,
except as such  enforcement  may be limited by  bankruptcy,  insolvency or other
similar laws affecting the enforcement of creditors' rights generally and except
that the availability of equitable  remedies is subject to the discretion of the
court before which any proceeding therefor may be brought, and in full force and
effect and represents  the entire  agreement  between the respective  lessor and
lessee with respect to such property; and

(2) neither  Webcapades nor, to the Knowledge of Webcapades,  any other party to
such lease,  is in breach or default in any material  respect,  and no event has
occurred that,  with notice or lapse of time would  constitute  such a breach or
default or permit  termination,  modification or acceleration under, such lease;
and

(3) such lease will not cease to be legal, valid, binding,  enforceable,  except
as such  enforcement  may be limited by bankruptcy,  insolvency or other similar
laws affecting the  enforcement of creditors'  rights  generally and except that
the availability of equitable remedies is subject to the discretion of the court
before  which any  proceeding  therefor  may be  brought,  and in full force and
effect  on terms  identical  to those  currently  in  effect  as a result of the
consummation of the  transactions  contemplated by this Agreement,  nor will the
consummation of the  transactions  contemplated  by this Agreement  constitute a
breach or  default  under  such  lease or  otherwise  give the lessor a right to
terminate such lease.

(c) All  Tangible  Personal  Property  is  adequate  and  usable for the use and
purposes for which it is currently used, is in good operating condition, and has
been maintained and repaired in accordance with good business practice.

4.12 Board Approval. The Board of Directors of Webcapades has, at a meeting duly
called and held at which all  members  were  present or by a  unanimous  written
consent: (a) approved and declared advisable this Agreement; (b) determined that
the Merger and other transactions  contemplated by this Agreement are advisable,
fair  to and in the  best  interest  of  Webcapades  and its  stockholders;  (c)
resolved to recommend to the  stockholders of Webcapades (1) the approval of the
Merger and the other transactions  contemplated  hereby and (2) the approval and
adoption of this Agreement; and (d) directed that this Agreement be submitted to
the stockholders of Webcapades for their approval and adoption.

4.13 Insurance. Webcapades has furnished or made available to CGI and Webcapades
Acquisition Sub true and complete copies of all insurance  policies and fidelity
bonds  covering the assets,  business,  equipment,  properties and operations of
Webcapades relating to the Business,  a list of which (by type, carrier,  policy
number,  limits, premium and expiration date) is set forth in Schedule 4.13. All
such  insurance  policies  are in full force and effect and will  remain in full
force and effect with  respect to all events  occurring  prior to the  Effective
Time.

4.14 Permits.  Schedule 4.14 lists all Permits used in or otherwise required for
the conduct of the Business.  Each of the Permits is valid and in full force and
effect.

4.15 Taxes.  (a) All Tax Returns and reports in respect of Taxes  required to be
filed with respect to Webcapades or the Business have been timely filed; (b) all
Taxes  required to be shown on such  returns and reports or  otherwise  due have
been  timely  paid;  (c) all such  returns  and  reports  are true,  correct and
complete in all material  respects;  (d) no adjustment  relating to such returns
has been proposed  formally or informally by any Governmental  Authority and, to
the Knowledge of Webcapades, no basis exists for any such adjustment;  (e) there
are no  pending  or, to the  Knowledge  of  Webcapades,  threatened  actions  or
proceedings  for the  assessment or  collection  of Taxes against  Webcapades or
(insofar as either  relates to the  activities  or income of  Webcapades  or the
Business or could result in Liability of Webcapades on the basis of joint and/or
several liability) any corporation that was includible in the filing of a return
with  Webcapades  on a  consolidated  or combined  basis;  (f) no consent  under
Section 341(f) of the Code has been filed with respect to Webcapades;  (g) there
are no Tax  Liens  on any  assets  of  Webcapades  or of the  Business;  and (h)
Webcapades  has withheld and paid all Taxes  required to have been  withheld and
paid in connection  with any amounts paid or owing to any employee,  independent
contractor,  creditor,  stockholder, or other third party, and all Forms W-2 and
1099  required  with respect  thereto have been  properly  completed  and timely
filed.

4.16 Labor Matters.

(a) The name,  place of employment,  the current  annual salary rates,  bonuses,
deferred  or  contingent  compensation,   pension,  accrued  vacation,   "golden
parachute"  and other like  benefits  paid or payable (in cash or  otherwise) in
2003 and 2004,  the date of  employment  and a  description  of position and job
function of each current salaried  employee,  officer,  director,  consultant or
agent of Webcapades is accurately  stated in that certain  letter re:  employees
dated the date of this Agreement from Scott to S. Patrick Martin,  President and
Chief Executive Officer of Websourced (the "Employee Salaries  Letter").  (b) No
employment,   consulting,   severance  pay,  continuation  pay,  termination  or
indemnification agreements or other similar agreements of any nature (whether in
writing or not) exist between Webcapades and any current or former  stockholder,
officer, director, employee or consultant.

(c)

(1)  Webcapades is not a party to any collective  bargaining  agreement or other
labor union contract applicable to persons employed by Webcapades;

(2) There are no controversies, strikes, slowdowns or work stoppages pending or,
to the Knowledge of  Webcapades,  threatened  between  Webcapades and any of its
employees;

(3) There are no unfair labor practice  complaints  pending  against  Webcapades
before the National Labor Relations Board or any other Governmental Authority or
any current union representation questions involving employees of Webcapades;

(4) Webcapades is currently in compliance  with all applicable  Laws relating to
the employment of labor,  including  those related to wages,  hours,  collective
bargaining  and the payment and  withholding of taxes and other sums as required
by the  appropriate  Governmental  Authority  and have  withheld and paid to the
appropriate  Governmental  Authority  or are  holding for payment not yet due to
such  Governmental  Authority all amounts required to be withheld from employees
of Webcapades and are not liable for any arrears of wages,  taxes,  penalties or
other sums for failure to comply with any of the foregoing;

(5) Webcapades  has paid in full to all its employees or adequately  accrued for
in accordance with GAAP consistently applied all wages,  salaries,  commissions,
bonuses,  benefits and other  compensation due to or on behalf of such employees
provided  however that  Webcapades'  employees  have until the end of a calendar
year to use accrued vacation;

(6) There is no claim with  respect to payment of wages,  salary or overtime pay
that has been asserted or is now pending or threatened  before any  Governmental
Authority  with  respect  to any  Persons  currently  or  formerly  employed  by
Webcapades;

(7)  There is no  charge  or  proceeding  with  respect  to a  violation  of any
occupational safety or health standards that has been asserted or is now pending
or threatened with respect to Webcapades; and

(8) There is no charge of discrimination in employment or employment  practices,
for any reason,  including,  without limitation,  age, gender, race, religion or
other legally protected  category,  which has been asserted or is now pending or
threatened before the United States Equal Employment Opportunity Commission,  or
any other  Governmental  Authority in any  jurisdiction in which  Webcapades has
employed or currently employs any Person.

4.17 Employee Benefit Plans.  Schedule 4.17 lists all Webcapades Employee Plans.
Webcapades has provided or made available to CGI and Webcapades  Acquisition Sub
correct  and  complete  copies of  (where  applicable)  (a) all plan  documents,
summary plan descriptions, summaries of material modifications,  amendments, and
resolutions  related to such plans,  (b) the most recent  determination  letters
received  from the IRS,  (c) the three most recent Form 5500 Annual  Reports and
summary  annual  reports,  (d) the most recent audited  financial  statement and
actuarial  valuation,  and (e) all related  agreements,  insurance contracts and
other agreements  which implement each such Webcapades  Employee Plan. There are
no restrictions  on the ability of the sponsor of each Webcapades  Employee Plan
to amend or terminate any Webcapades  Employee Plan and each Webcapades Employee
Plan may be transferred by Webcapades or its respective  ERISA  Affiliate to the
Webcapades Surviving Corporation.

4.18 Environmental  Matters. (a) Webcapades has all Environmental  Permits which
are required under  Environmental Laws, (b) Webcapades is in compliance with all
terms  and  conditions  of such  Environmental  Permits,  (c)  Webcapades  is in
compliance with all Environmental Laws and any other limitations,  restrictions,
conditions, standards,  prohibitions,  requirements,  obligations, schedules and
timetables  contained in such Environmental Laws or contained in any regulation,
code,  plan,  governmental  Order,  notice or  demand  letter  issued,  entered,
promulgated or approved thereunder, (d) There has not been any event, condition,
circumstance,  activity, practice, incident, action or plan which will interfere
with or  prevent  continued  compliance  with the  terms  of such  Environmental
Permits or which would give rise to any liability under any Environmental Law or
give rise to any common law or statutory  liability,  based on or resulting from
Webcapades'  or  its  agents'  manufacture,   processing,   distribution,   use,
treatment,   storage,  disposal,   transport,  or  handling,  or  the  emission,
discharge, or release into the environment,  of any Hazardous Substance, and (e)
Webcapades  has  taken  all  actions   reasonably   necessary  under  applicable
requirements of Environmental Law to register any products or materials required
to be registered by Webcapades (or any of its agents) thereunder.

4.19 Certain Interests.

(a) No officer, director or stockholder of Webcapades, and no relative or spouse
(or relative of such spouse) who resides  with,  or is a dependent  of, any such
officer or director:

(1) has any direct or indirect financial interest in any competitor, supplier or
customer of  Webcapades,  provided,  however,  that the  ownership of securities
representing no more than three percent (3%) of the outstanding  voting power of
any competitor,  supplier or customer, and which are also listed on any national
securities exchange or traded actively in the national  over-the-counter market,
shall not be deemed to be a "financial  interest"  so long as the Person  owning
such securities has no other  connection or relationship  with such  competitor,
supplier or customer;

(2) owns, directly or indirectly, in whole or in part, or has any other interest
in any tangible or intangible  property which Webcapades uses or has used in the
conduct of the Business or otherwise; or

(3) has outstanding any Indebtedness to Webcapades.

(b) Webcapades has no Indebtedness, Liabilities, nor any other obligation of any
nature  whatsoever to, any officer,  director or stockholder of Webcapades or to
any relative or spouse (or relative of such  spouse) who resides  with,  or is a
dependent of, any such officer, director or stockholder.

4.20  Litigation.  Except as set forth in  Schedule  4.20,  there are no Actions
pending,  or to  Webcapades'  Knowledge,  threatened,  against,  relating  to or
affecting  Webcapades or the Business before any Court,  Governmental  Agency or
any arbitrator or mediator.  Neither  Webcapades nor any of the  Stockholders is
subject to any Order,  including but not limited to any Order which prohibits or
restricts the consummation of the transactions  contemplated hereby or restricts
in any way the ownership or operations of Webcapades or the Business.

4.21 Intellectual Property and Web Sites. Except for software, content, or other
similar  services/property  purchased on a non-exclusive basis through contracts
with  vendors  all of which  contracts  are in full force and effect and none of
which contracts are currently subject to any contractual  disputes nor have been
threatened with cancellation or non-renewal by such vendors,  Webcapades has the
exclusive  rights,  titles  and  interests  in and to any and  all  Intellectual
Property  and all of the Web Sites used by,  being  developed  by, or  otherwise
associated with the present or anticipated future operations of the Business.

4.22 Inventories.  Webcapades' Inventories reflected in the Unaudited Webcapades
Financial  Statements and in the  Webcapades  Audited  Financial  Statements (as
hereinafter  defined),  if any, are in proper working order and of  merchantable
quality,  which can be sold in the ordinary  course of the Business in a fashion
consistent with the historical sales results,  efficiencies,  terms, conditions,
pricing, and inventory turnover patterns of the Business.

4.23 Receivables.  Webcapades'  Receivables reflected in the compiled Webcapades
Financial Statements and in the Webcapades Audited Financial Statements, consist
solely  of bona  fide  accounts  receivable  generated  by the  Business  in the
ordinary  course,  which can be collected in the ordinary course of the Business
in a fashion consistent with the historical  collection  results,  efficiencies,
policies, procedures and patterns of the Business.

4.24   Residency;   Investment   Sophistication;   Backgrounds.   Each   of  the
Stockholders:  (a)  is a  resident  of  Florida;  (b) is a  fully  "accredited",
sophisticated   investor  capable  of  evaluating  the  potential  risks  of  an
investment  in CGI Common  Stock;  (c) has received,  read and  understands  the
public filings of CGI with the United States Securities and Exchange  Commission
("SEC"),  including  but not limited to CGI's Form 10-QSB for the quarter  ended
June 30, 2004, and the "Risk Factors"  described in Item II of such Form 10-QSB;
(d) has been  afforded  a full  opportunity  to  conduct  such  additional  "due
diligence" investigation of CGI, WebSourced,  Cherish and Webcapades Acquisition
Sub,  including  their  respective  businesses,   management,   balance  sheets,
financial  results,  prospects and Risk Factors as such  Stockholder  has deemed
appropriate;  (e) has retained and has been advised by his own competent lawyers
and accountants in regard to the preparation,  negotiation and execution of this
Agreement  and the  transactions  contemplated  herein;  and (f) has never  been
charged,  indicted or convicted of any criminal  offense,  excepting  only minor
traffic violations.

4.25 Brokers.  Neither  Webcapades nor any of the Stockholders have employed any
financial   advisor,   broker  or  finder  other  than   eBizBrokers,   Inc.,  a
Massachusetts corporation ("eBizBrokers"), and neither Webcapades nor any of the
Stockholders  have  incurred nor will incur any broker's,  finder's,  investment
banking  or  similar  fees,  commissions  or  expenses  in  connection  with the
transactions  contemplated  by  this  Agreement  other  than  those  payable  to
eBizBrokers.

4.26  Cash on  Hand.  On the  Closing  Date  Webcapades'  aggregate  cash in its
checking  and money  market  accounts  will exceed the  aggregate  amount of all
Indebtedness and Liabilities shown on the Audited Webcapades Balance Sheet as of
the Closing Date by at least Seven Hundred Thousand Dollars ($700,000).

4.27  Indebtedness and Liabilities.  On the Closing Date Webcapades will be free
and clear of all  Indebtedness  and  Liabilities,  including  but not limited to
liens,  obligations,  claims and  encumbrances,  actual or contingent,  known or
unforeseen,  including but not limited to bank loans, stockholder loans, payroll
claims,  bonus and commission claims,  unpaid payroll taxes, other unpaid taxes,
pension obligations, employment discrimination claims, sexual harassment claims,
breach of  contract  claims,  credit  card  chargebacks  in  excess  of  $1,000,
lawsuits, stock options, stock warrants, phantom stock plans, stock appreciation
rights or plans,  deferred  compensation  agreements,  purchase  agreements that
cannot be cancelled by Webcapades at any time, consulting agreements, employment
agreements other than the Employment  Agreements  referred to in Section 7.1(b),
severance  agreements or "change of control"  agreements of any nature,  and any
other  liabilities  of  any  nature  whatsoever  (collectively,  "Claims  of Any
Nature")  excepting  only those  liabilities  shown on the Unaudited  Webcapades
Balance Sheet subject only to minor adjustments in liability line items incurred
in the ordinary  course of  Webcapades'  business  between June 30, 2004 and the
Closing Date ("Approved Liabilities").

4.28 Material  Information.  All material information  concerning Webcapades has
been provided by the Stockholders to CGI and Webcapades Acquisition Sub.

                                    ARTICLE V
                        REPRESENTATIONS AND WARRANTIES OF
                       CGI AND WEBCAPADES ACQUISITION SUB

In order to induce the  Stockholders and Webcapades to enter into this Agreement
and to consummate  the  transactions  contemplated  hereby,  CGI and  Webcapades
Acquisition Sub represent and warrant to each of the Stockholders and Webcapades
as follows:

5.1  Organization  and  Qualification.  Each of  CGI,  WebSourced,  Cherish  and
Webcapades Acquisition Sub is a corporation duly organized, validly existing and
in good standing under the laws of its respective state of  incorporation.  Each
of CGI, WebSourced,  Cherish and Webcapades Acquisition Sub is duly qualified or
licensed as a foreign corporation to conduct business,  and is in good standing,
under the laws of each jurisdiction where the character of the properties owned,
leased  or  operated  by  it,  or  the  nature  of its  activities,  makes  such
qualification  or  licensing  necessary,  except  where  the  failure  to  be so
qualified,  licensed or in good standing,  individually or in the aggregate, has
not had and would not have a Material Adverse Effect on CGI, WebSourced, Cherish
or Webcapades  Acquisition Sub. Each of CGI, WebSourced,  Cherish and Webcapades
Acquisition  Sub has made available to the  Stockholders  and  Webcapades  true,
complete and correct copies of its Articles of Incorporation and Bylaws, each as
amended to date. Neither CGI, WebSourced, Cherish nor Webcapades Acquisition Sub
is in  default  under  or in  violation  of any  provision  of its  Articles  of
Incorporation  or Bylaws.  All of the issued and  outstanding  shares of capital
stock of, or other equity interests in, Webcapades Acquisition Sub are: (a) duly
authorized,  validly issued, fully paid, non-assessable;  (b) owned, directly or
indirectly, by CGI free and clear of all Liens; and (c) free of any restriction,
including,  without  limitation,  any restriction  which prevents the payment of
dividends to CGI, or otherwise  restricts  the right to vote,  sell or otherwise
dispose  of  such  capital  stock  or  other   ownership   interest  other  than
restrictions under the Securities Act and state securities laws.

5.2 Capital  Structure.  The  authorized  capital  stock of CGI  consists of (a)
100,000,000 shares of CGI Common Stock and (b) 5,000,000 shares of "blank check"
Preferred  Stock,  500,000  shares of which  have been  designated  "Series  One
Preferred Stock". ("CGI Preferred Stock"). As of the date of this Agreement: (1)
27,076,011 shares of CGI Common Stock were issued and outstanding; (2) no shares
of CGI Preferred Stock were issued or outstanding;  (3) 1,500,000  shares of CGI
Common Stock were held in the treasury of CGI; and  (4) 7,512,642  shares of CGI
Common  Stock  were  duly  reserved  for  future  issuance   pursuant  to  CGI's
outstanding  warrants and  options.  Except as  described  above,  there were no
shares  of  voting  or  non-voting  capital  stock,  equity  interests  or other
securities  of CGI  authorized,  issued,  reserved  for  issuance  or  otherwise
outstanding.  All outstanding  shares of CGI Common Stock are, and all shares of
CGI  Common  Stock to be  issued  in  connection  with the  consummation  of the
transactions  contemplated  by this Agreement will be, when issued in accordance
with  the  terms  hereof,  duly  authorized,  validly  issued,  fully  paid  and
non-assessable,  and not  subject  to, or issued in  violation  of,  any kind of
preemptive,  subscription  or any kind of  similar  rights.  There are no bonds,
debentures,  notes or other  indebtedness  of CGI  having  the right to vote (or
convertible  into  securities  having the right to vote) on any matters on which
stockholders  of  CGI  may  vote.  Except  as  described  above,  there  are  no
outstanding  securities,   options,   warrants,   calls,  rights,   commitments,
agreements,  arrangements or undertakings of any kind  (contingent or otherwise)
to which CGI is a party or bound  obligating  CGI to issue,  deliver or sell, or
cause to be issued,  delivered or sold,  additional  shares of capital  stock or
other voting  securities of CGI or  obligating  CGI to issue,  grant,  extend or
enter  into any  agreement  to issue,  grant or  extend  any  security,  option,
warrant, call, right, commitment, agreement, arrangement or undertaking. Neither
CGI,  WebSourced,  Cherish  nor  Webcapades  Acquisition  Sub is  subject to any
obligation or  requirement  to provide funds for, or to make any  investment (in
the form of a loan or  capital  contribution)  to or in any  Person.  All of the
issued and  outstanding  shares of CGI Common Stock were issued in compliance in
all material respects with all applicable federal and state securities laws. The
authorized capital stock of Webcapades Acquisition Sub consists of 10,000 shares
of common stock,  $0.01 par value per share,  100 of which are duly  authorized,
validly issued and fully paid and  non-assessable,  and all of which are, and at
the Closing Date will be, owned by CGI free and clear of any Liens.

5.3 Authorization;  Enforceability.  Each of CGI and Webcapades  Acquisition Sub
has the  corporate  power and  authority  to execute,  deliver and perform  this
Agreement  and the  other  Documents  to  which it is a  party.  The  execution,
delivery and  performance of this Agreement and the other  Documents to which it
is a party and the  consummation  of the  transactions  contemplated  herein and
therein have been duly  authorized  and  approved by each of CGI and  Webcapades
Acquisition  Sub, and no other action on the part of any of them is necessary in
order to give effect thereto.  This Agreement and each of the other Documents to
be executed and  delivered by each of CGI and  Webcapades  Acquisition  Sub have
been duly executed and delivered by, and constitute the legal, valid and binding
obligations  of, each of them,  enforceable  against each of them, in accordance
with their  terms,  except as such  enforcement  may be  limited by  bankruptcy,
insolvency or other similar laws affecting the enforcement of creditors'  rights
generally and except that the  availability of equitable  remedies is subject to
the discretion of the court before which any proceeding therefor may be brought.

5.4 No Violation or Conflict.  None of (a) the execution and delivery by CGI and
Webcapades  Acquisition  Sub of this  Agreement  and the other  Documents  to be
executed  and  delivered  by each of CGI and  Webcapades  Acquisition  Sub,  (b)
consummation by each of CGI and Webcapades  Acquisition Sub of the  transactions
contemplated by this Agreement and the other  Documents,  or (c) the performance
of this  Agreement  and the other  Documents  required by this  Agreement  to be
executed and  delivered  by each of CGI and  Webcapades  Acquisition  Sub at the
Closing,  will (1)  conflict  with or violate the Articles of  Incorporation  or
By-Laws of any of them,  (2) conflict  with or violate any Law,  Order or Permit
applicable  to any of them,  or (3) conflict  with or violate any loan or credit
agreement, note, bond, mortgage, indenture,  contract, agreement, lease or other
instrument  or  obligation  to which  any of them is a party or by which  any of
their respective properties may be bound or affected.

5.5 Governmental Consents and Approvals. The execution, delivery and performance
of  this  Agreement  and the  other  Documents  by  each  of CGI and  Webcapades
Acquisition   Sub  do  not  and  will  not   require  any   consent,   approval,
authorization,  Permit or other order of, action by, filing with or notification
to, any Governmental Authority.

5.6 Litigation.  There is no suit, action,  arbitration,  claim, governmental or
other proceeding before any Governmental  Authority pending or, to the Knowledge
of CGI, threatened,  against CGI, WebSourced,  Cherish or Webcapades Acquisition
Sub.

5.7 Interim  Operations.  Webcapades  Acquisition  Sub was formed solely for the
purpose of engaging in the transactions contemplated by this Agreement, and have
engaged in no other business activities and have conducted their operations only
as contemplated in this Agreement.

5.8  Brokers.  Neither  CGI nor  Webcapades  Acquisition  Sub has  employed  any
financial advisor,  broker or finder, and neither CGI nor Webcapades Acquisition
Sub has incurred and will not incur any broker's,  finder's,  investment banking
or similar fees,  commissions  or expenses in connection  with the  transactions
contemplated by this Agreement.

5.9 Financing. The financing for the Cash Consideration has been obtained and is
satisfactory to CGI.

5.10 Material Information.  All material information concerning CGI, WebSourced,
Cherish and Webcapades Acquisition Sub has been provided to the Stockholders.

5.11 Stock Consideration.  If for any reason a registration statement filed with
the SEC covering the Stock  Consideration  does not become  effective within one
year after the Closing Date,  then  following  such one year  anniversary of the
Closing Date the Stock  Consideration  may be sold or  transferred in accordance
with Rule 144 promulgated under the Securities Act of 1933, as amended.

                                   ARTICLE VI
                                    COVENANTS

6.1 Performance. Subject to the terms and conditions provided in this Agreement,
each of the Parties  shall use its  respective  reasonable  best efforts in good
faith to take or cause to be taken as promptly  as  practicable  all  reasonable
actions that are within its power to cause to be performed and  fulfilled  those
of the conditions  precedent to its  obligations to consummate the  transactions
contemplated  by this Agreement  that are dependent upon its actions,  including
obtaining all necessary approvals, to the end that the transactions contemplated
hereby will be fully and timely consummated.

6.2 Regulatory and Other Authorizations; Notices and Consents.

(a) Each of the Parties will use its best efforts to obtain all  authorizations,
consents,  orders and approvals of all  Governmental  Authorities  and officials
that may be or become  necessary  for its  execution  and  delivery  of, and the
performance  of its  obligations  pursuant  to,  this  Agreement  and the  other
Documents and will cooperate fully with each of the Parties in promptly  seeking
to obtain all such authorizations, consents, orders and approvals.

(b) Each of the Parties  shall give  promptly  such notices to third parties and
use  its  best  efforts  to  obtain  such  third  party  consents  and  estoppel
certificates  as the Parties may deem necessary or desirable in connection  with
the  consummation  of the  transactions  contemplated  by this Agreement and the
other  Documents.  The  Parties  shall  cooperate  with  each  other and use all
reasonable  efforts to assist in giving such notices and obtaining such consents
and estoppel certificates.

6.3  Notification.  From the date this  Agreement is signed by the Parties until
the  Closing,  each  Party to this  Agreement  shall  promptly  notify the other
Parties in writing of the occurrence,  or pending or threatened  occurrence,  of
(a) any event that would  constitute a breach or violation of this  Agreement by
any Party or that could reasonably be anticipated to cause any representation or
warranty made by the notifying Party in this Agreement to be false or misleading
in any respect  (including without  limitation,  any event or circumstance which
would have been required to be disclosed on the applicable  disclosure  Schedule
if such  event or  circumstance  occurred  or existed on or prior to the date of
this Agreement),  and (b) all other material developments  affecting the assets,
Liabilities,  business, financial condition,  operations, results of operations,
customer or supplier relations, employee relations,  projections or prospects of
such  Party.  Any  such  notification  shall  not  limit  or  alter  any  of the
representations,  warranties  or  covenants  of the  parties  set  forth in this
Agreement  nor any rights or remedies a Party may have with  respect to a breach
of any representation, warranty or covenant.

6.4 Conduct of Business Pending Closing.

(a) At all times prior to the Closing Date, Webcapades covenants and agrees that
it shall  conduct  the  Business  only in the  ordinary  course of its  Business
consistent  with past  practices,  and  Webcapades  shall  use its  commercially
reasonable  efforts  consistent  with past  practices  to  preserve  intact  the
Business  and to  keep  available  satisfactory  relationships  with  suppliers,
customers and others having business  relationships with it, excepting only that
the  Stockholders  shall be permitted to cause  Webcapades to transfer,  assign,
release or otherwise dispose of the following assets:

(1) cash in excess of that required for Webcapades to comply with Section 4.26;

(2) two  Promissory  Notes  receivable - Ozona Online  Network,  Inc.,  totaling
$150,000.00, as of June 30, 2004;

(3) a certain  Promissory  Note  receivable  - William  L.  Mitchell  and Sharon
Mitchell for $62,984.96 as of June 30, 2004;

(4) a certain Note  Receivable - Dennison & King P.L. for  $94,218.00 as of June
30, 2004;

(5) an Investment in Mandalay 669, LLC for $350,000.00; and

(6) a Lincoln SUV.

Except in regard to clauses  6.4(a)(1)  through 6.4(a)(6) listed above, from the
date of this  Agreement  until the Closing  Date there shall not be any material
increases or decreases in  compensation,  capital  expenditures,  asset sales or
affiliate transactions  involving Webcapades and/or the Stockholders,  nor shall
there be any unusual cash withdrawals,  unusual  payments,  unusual contracts or
contract  provisions,  or  other  unusual  transactions  or  business  practices
involving Webcapades and/or the Stockholders.

(b) At all times prior to the Closing  Date,  except as  otherwise  set forth in
this Agreement Webcapades Acquisition Sub covenants and agrees that it will not,
directly  or  indirectly,   conduct  any  business  or  incur  any   Liabilities
(contingent or otherwise).

(c) Webcapades and the  Stockholders  agree that during the period from the date
of  signing  of this  Agreement  until  the  Closing  Date,  Webcapades  and the
Stockholders  shall refrain from entering into,  participating in, or responding
to, any other negotiations,  discussions, contracts, letters of intent, or other
arrangements  of any nature with any third parties  (other than CGI) regarding a
disposition  of  Webcapades'  Business  or  assets,  the  sale of the  stock  of
Webcapades,  or any other  actions  which  might  have the  effect of  impeding,
delaying  or  making  more  costly  the  Merger,  provided,  however,  that this
agreement   shall  no  longer  be  legally   binding  upon  Webcapades  and  the
Stockholders if the Closing has not occurred by August 31, 2004.

                                   ARTICLE VII
                               EMPLOYMENT MATTERS

7.1  Current  Employees.  On the Closing  Date,  there will be no changes in the
employment  status,  or in  the  terms  and  conditions  of  employment,  of the
employees of Webcapades  Surviving  Corporation  prior to the Merger,  except as
follows:

(a) the  aggregate  annual base salary of each  current  employee of  Webcapades
shall be adjusted as set forth in the Employee Salaries Letter; and

(b) On or before the Closing Date,  Scott and Kristi shall enter into Employment
Agreements in the forms of Exhibits 7.1(b)(1) and 7.1(b)(2), respectively.

7.2 Management of Surviving Corporation.  Scott and CGI mutually acknowledge and
agree that they intend for Scott, as the President and Chief  Executive  Officer
of Cherish and of Webcapades  Surviving  Corporation,  to manage and control the
day-to-day  operations of Cherish and Webcapades Surviving  Corporation pursuant
to the Articles of Incorporation and Bylaws of Cherish and Webcapades  Surviving
Corporation,  respectively,  but subject to the overall control of the Boards of
Directors of Cherish and Webcapades Surviving Corporation, respectively. Without
limiting the generality of the foregoing:

(a) Scott and CGI mutually  acknowledge and agree that they intend for Scott, as
the President and Chief  Executive  Officer of Cherish and Webcapades  Surviving
Corporation , to have control over day-to-day business operations of Cherish and
Webcapades  Surviving  Corporation,  including primary  authority  regarding the
hiring and firing of personnel,  marketing  strategy,  pricing and other product
and service strategies; but

(b) Scott and CGI also mutually  acknowledge and agree: that they intend for the
Boards of Directors of Cherish and Webcapades Surviving Corporation to establish
and  communicate  to Scott,  as the  President  and Chief  Executive  Officer of
Cherish and  Webcapades  Surviving  Corporation,  from time to time,  management
controls  representing  policies  established  by such Boards of Directors;  and
that,  without  limiting  the  generality  of the  foregoing,  neither  Cherish,
Webcapades Surviving Corporation,  nor any of their respective  subsidiaries may
take or agree to take, and Scott shall not cause,  assist nor participate in any
fashion in Cherish, Webcapades Surviving Corporation, or any of their respective
subsidiaries  taking or agreeing to take, any of the following actions,  without
the  prior  express  approving  vote of the Board of  Directors  of  Cherish  or
Webcapades Surviving Corporation, as applicable:

(1) amend the  Articles  of  Incorporation  or By-laws of Cherish or  Webcapades
Surviving Corporation;

(2) wind-up,  liquidate,  dissolve or reorganize Cherish or Webcapades Surviving
Corporation, or adopt a plan or proposal contemplating any of the foregoing;

(3) approve the annual budget of Cherish or Webcapades Surviving Corporation for
any  fiscal  year,  or  approve  any  course of action  which is likely to cause
Cherish or  Webcapades  Surviving  Corporation  to  materially  deviate from its
budget;

(4) elect or remove  corporate  officers  of  Cherish  or  Webcapades  Surviving
Corporation;

(5)  change  the  base or  bonus  compensation  structure  of any of the  senior
management level employees of Cherish or Webcapades Surviving Corporation;

(6) enter  into,  modify  or  terminate  any  employment  agreements,  severance
agreements,  profit sharing plans, pension plans, or similar agreements with any
employee of or consultant to Cherish or Webcapades Surviving Corporation;

(7) issue securities of Cherish or Webcapades Surviving  Corporation,  including
debt or equity securities,  options, rights or warrants, or any other securities
which are  convertible  into or  exchangeable  for shares of common or preferred
stock of Cherish or Webcapades Surviving Corporation;

(8) register any securities of Cherish or Webcapades Surviving Corporation;

(9) merge,  consolidate or combine Cherish or Webcapades  Surviving  Corporation
with any other corporation, partnership or other entity;

(10) sell assets of Cherish or Webcapades Surviving  Corporation,  other than in
the ordinary course of business;

(11)  purchase,  sell,  lease,  acquire or dispose of stock or assets  valued at
$25,000  or more,  including  acquiring  another  company,  division  or line of
business (other than matters  provided for in Cherish's or Webcapades  Surviving
Corporation's annual budget approved in accordance with this Section);

(12) declare or pay any  dividends or any other  distribution  in respect of any
securities of Cherish or Webcapades Surviving Corporation, or redeem, acquire or
retire any securities;

(13) make or commit to make  during  any fiscal  year  capital  expenditures  or
capital leases (other than capital  expenditures and capital leases provided for
in Cherish's or Webcapades  Surviving  Corporation's  annual budget  approved in
accordance with this Section) which, in the aggregate, exceed $25,000;

(14) enter into any contract,  commitment or  arrangement of any nature with any
corporation,  partnership  or  other  entity  directly  or  indirectly  owned or
controlled  by, or an  Affiliate  of, any  employee  of  Cherish  or  Webcapades
Surviving  Corporation,  or by  any  relative  of any  employee  of  Cherish  or
Webcapades Surviving Corporation;

(15) create any  committee of the Board of  Directors,  or change a committee of
the Board of Directors, of Cherish or Webcapades Surviving Corporation;

(16) borrow, issue bonds or notes, or otherwise incur debt or guarantee any debt
(other than accounts  payable  incurred in the ordinary course of business,  and
any  borrowing,  issuance of bonds or notes,  or other debt or guarantees of any
debt  provided for in Cherish's or  Webcapades  Surviving  Corporation's  annual
budget approved in accordance with this Section);

(17) mortgage,  pledge,  grant a security  interest,  or otherwise  encumber the
assets of Cherish or Webcapades Surviving  Corporation (other than any mortgage,
pledge,  grant of  security  interest,  or  other  encumbrance  provided  for in
Cherish's  or  Webcapades  Surviving  Corporation's  annual  budget  approved in
accordance with this Section);

(18) initiate or settle any lawsuit or arbitration  proceeding involving Cherish
or Webcapades Surviving Corporation, other than actions to collect debts owed to
Cherish or Webcapades Surviving Corporation;

(19) retain  independent  certified  public  accountants  to audit the books and
financial records of Cherish or Webcapades Surviving Corporation;

(20) issue any press release of any type without the prior  written  approval of
the Chief Executive Officer of CGI; or

(21) take any action  referred to in clauses (1) through (20) above,  inclusive,
relating to any subsidiary of Cherish or Webcapades Surviving Corporation; and

(c) Scott will report  directly to S. Patrick  Martin,  the  President and Chief
Executive Officer of WebSourced, or his successor.

7.3 Assistant  Controller.  Following the Closing Date,  Cherish and  Webcapades
Surviving  Corporation shall jointly hire a corporate Assistant  Controller (the
"Assistant  Controller")  jointly  selected by Scott,  as  President  and CEO of
Cherish and of Webcapades  Surviving  Corporation,  and by S. Patrick Martin, as
the  President  and  Chief  Executive  Officer  of  WebSourced.   The  Assistant
Controller  will be invited  to attend  all  Cherish  and  Webcapades  Surviving
Corporation  management  meetings  attended by the  Controller of Cherish or the
Controller of Webcapades  Surviving  Corporation,  and the Assistant  Controller
will  report to the  Controller  of Cherish,  to the  Controller  of  Webcapades
Surviving Corporation,  and, as requested,  to the President and Chief Executive
Officer and Chief Financial Officer of WebSourced.

                                  ARTICLE VIII
                             PRE-CLOSING ASSIGNMENTS

8.1 Sale and Assignment of Intellectual  Property. The Stockholders hereby sell,
convey,  give,  grant,  assign and  transfer to  Webcapades  any and all rights,
titles and interests of any nature  whatsoever  which they may have in or to the
ownership or use of any and all  Intellectual  Property and Web Sites used in or
associated with Webcapades or the Business.

8.2 Sale and Assignment of All Internet Interests. The Stockholders hereby sell,
convey,  give,  grant,  assign and  transfer to  Webcapades  any and all rights,
titles and interests of any nature  whatsoever,  legal or beneficial,  active or
passive,  which any of them may have in or to any other Person,  business or Web
Site involving the sale or provision of information,  goods or services over the
internet, it being expressly acknowledged and agreed by the Stockholders that it
is the intent of the Parties and of this Agreement that following the Merger the
Stockholders'  only Business  Interests in regard to on-line dating and personal
relationships,  or other  businesses  of any  nature  whatsoever  involving  the
internet,  will be their  interests in CGI,  WebSourced,  Cherish and Webcapades
Surviving Corporation.

                                   ARTICLE IX
                                     EARNOUT

9.1 Contingent Earnout. Following the Closing Date, the Merger Consideration may
be increased as follows: The Stockholders are entitled to earn a payment in cash
(the  "Earnout")  contingent  upon the aggregate  pre-tax  earnings of the Scott
Managed  Businesses  during the Earnout Period as certified by CGI's independent
certified public  accountants (the "Certified  Aggregate  Earnout Period Pre-Tax
Earnings of the Scott Managed Businesses"), per the following schedule:

                  Certified Aggregate Earnout Period
                  Pre-Tax Earnings of the
                  Scott Managed Businesses                    Earnout
                  Less than $4,000,000                              $0
                  Between $4,000,000 and $4,999,999           $100,000
                  Between $5,000,000 and $5,999,999           $200,000
                  Between $6,000,000 and $6,999,999           $300,000
                  Between $7,000,000 and $7,999,999           $400,000
                  $8,000,000 or more                          $500,000

The Earnout shall be paid within ten (10) days following the receipt by CGI from
CGI's  independent  certified  public  accountants  of the  Certified  Aggregate
Earnout Period Pre-Tax  Earnings of the Scott Managed  Businesses.  CGI will use
its best efforts to ensure that CGI's independent public accountants deliver the
Certified  Aggregate  Earnout  Period  Pre-Tax  Earnings  of the  Scott  Managed
Businesses  no  later  than 60 days  after  the end of the  Earnout  Period.  In
calculating the Certified Aggregate Earnout Period Pre-Tax Earnings of the Scott
Managed  Businesses  (a) the aggregate  net increase in employees'  salaries and
benefits  contemplated by Section 7.1, (b) the aggregate  salary and benefits of
the Assistant Controller contemplated to be hired under Section 7.3, and (c) the
aggregate  costs in regard to new perks for  Webcapades'  employees  (e.g.  free
lunches)  that are  required/requested  by  WebSourced,  shall  be  added  back,
dollar-for-dollar,  into such earnings to the effect that such  calculation will
be made as if such  increases in employee  salaries,  benefits and perks had not
occurred.

                                    ARTICLE X
                               REGISTRATION RIGHTS

10.1  Filing  of  Registration  Statement.   The  Stock  Consideration  will  be
unregistered,  restricted  stock and shall constitute  restricted  securities as
that term is defined in Rule 144  promulgated  under the Securities Act of 1933,
as amended.  For purposes of  calculating  the one-year hold period in regard to
said Rule 144,  such period  shall  commence at the  Effective  Time.  The Stock
Consideration  will be  unregistered,  restricted  stock.  CGI hereby agrees and
covenants  that  it  will  file  a  registration  statement  (the  "Registration
Statement") with the SEC,  covering the Stock  Consideration and other shares of
CGI Common Stock,  no later than  December 31, 2004,  and that CGI will use good
faith efforts to cause the  Registration  Statement to be declared  effective by
the SEC as soon as practicable thereafter.

                                   ARTICLE XI
                         CONDITIONS PRECEDENT TO CLOSING

11.1 Conditions  Precedent to the Obligations of the Parties.  The obligation of
each of the Parties to consummate the  transactions  described in this Agreement
shall be subject to the  fulfillment  on or before the Closing of the  following
conditions  precedent,  each of  which  may be  waived  by a Party  in its  sole
discretion:

(a)   Representations,   Warranties  and  Covenants  of  the   Stockholders  and
Webcapades.   The   representations  and  warranties  of  the  Stockholders  and
Webcapades  contained  in this  Agreement  shall have been true and correct when
made and shall be true and correct in all  material  respects as of the Closing,
with the same force and  effect as if made as of the  Closing  Date,  other than
such  representations and warranties that are expressly made as of another date,
and the covenants and agreements contained in this Agreement to be complied with
by the  Stockholders  and  Webcapades  on or before the Closing  shall have been
complied  with,  and CGI and  Webcapades  Acquisition  Sub shall have received a
certificate  from the  Stockholders  and Webcapades to such effect signed by the
Stockholders and by a duly authorized officer of Webcapades.

(b) Representations,  Warranties and Covenants of CGI and Webcapades Acquisition
Sub.  The   representations  and  warranties  of  each  of  CGI  and  Webcapades
Acquisition  Sub  contained in this  Agreement  shall have been true and correct
when made and  shall be true and  correct  in all  material  respects  as of the
Closing, with the same force and effect as if made as of the Closing Date, other
than such  representations  and warranties that are expressly made as of another
date,  and the  covenants  and  agreements  contained  in this  Agreement  to be
complied  with by CGI and  Webcapades  Acquisition  Sub on or before the Closing
shall have been complied with, and Webcapades  shall have received a certificate
to such  effect  signed  by a duly  authorized  officer  of CGI  and  Webcapades
Acquisition Sub.

(c) No Adverse Change of Webcapades. No events or conditions shall have occurred
which  individually  or in  the  aggregate,  have  had,  or  may  reasonably  be
anticipated to give rise to any Material Adverse Effect on Webcapades.

(d) No Adverse Change of CGI, WebSourced, Cherish or Webcapades Acquisition Sub.
No events  or  conditions  shall  have  occurred  which  individually  or in the
aggregate,  have  had,  or may  reasonably  be  anticipated  to give rise to any
Material Adverse Effect on CGI,  WebSourced,  Cherish or Webcapades  Acquisition
Sub.

(e) Governmental Approvals.  Any and all approvals from Governmental Authorities
required for the lawful  consummation of the  transactions  contemplated by this
Agreement  and the other  Documents  shall have been  obtained.  The Articles of
Merger and Plan of Merger shall have been filed with the  Department of State of
the State of Florida.

(f) Consents.  Any and all needed  consents and approvals from third parties for
the  consummation  of the  transactions  contemplated  by this Agreement and the
other  Documents  shall have been  obtained,  including  but not  limited to the
consent  of  Webcapades'   landlord  Dallas  XXIX  Corporate  Square,  L.P.  and
Webcapades' credit card processing company Humboldt Merchant Services.

(g) No  Actions,  Suits or  Proceedings.  No Order of any Court or  Governmental
Authority  shall  have been  issued  restraining,  prohibiting,  restricting  or
delaying,  the consummation of the  transactions  contemplated by this Agreement
and the other Documents.  No Litigation shall be pending or, to the Knowledge of
the  Parties to this  Agreement,  threatened,  before any Court or  Governmental
Authority to restrain,  prohibit,  restrict or delay,  or to obtain damages or a
discovery  order  in  respect  of  this  Agreement  or the  consummation  of the
transactions  contemplated  hereby.  No  insolvency  proceeding of any character
including  without   limitation,   bankruptcy,   receivership,   reorganization,
dissolution or arrangement with creditors,  voluntary or involuntary,  affecting
Webcapades  shall be pending,  and Webcapades shall not have taken any action in
contemplation  of, or which would  constitute the basis for, the  institution of
any such proceedings.

(h)  Webcapades  Shares.  The  Stockholders  shall  have  delivered   Webcapades
Certificates evidencing all of the Webcapades Shares to CGI.

(i) Merger  Consideration.  CGI shall have delivered the Merger Consideration in
accordance with Exhibit 2.6.

(j) Closing Documents.  Each Party shall have delivered to the other Parties, as
applicable, the resolutions,  certificates,  documents and instruments set forth
below:

(1) a copy of the  resolutions  duly,  validly  and  unanimously  adopted by the
Boards  of  Directors  and  stockholders  of  Webcapades,   CGI  and  Webcapades
Acquisition Sub, certified by the corporate  secretary of the applicable entity,
authorizing  and approving the  execution and delivery and  performance  of this
Agreement and the other Documents and the transactions  contemplated  hereby and
thereby;

(2) the corporate  minute books and stock record books of Webcapades  shall have
been delivered to Webcapades Acquisition Sub, as applicable; and

(3)  such  other  Documents  and  instruments  as a  Party  or its  counsel  may
reasonably request.

(k) Audited Financial  Statements.  Poulos & Bayer, Ltd. shall have delivered to
CGI audited financial statements of Webcapades for 2002, 2003 and the first half
of 2004,  prepared  in  accordance  with  GAAP,  and  accompanied  by a  signed,
unqualified opinion of Poulos & Bayer, Ltd. (the "Audited  Webcapades  Financial
Statements"),  and an audited  balance  sheet of  Webcapades as of June 30, 2004
(the "Audited Webcapades Balance Sheet"),  and such Audited Webcapades Financial
Statements and Audited  Webcapades  Balance Sheet shall be consistent,  in CGI's
sole  discretion,   with  the  Unaudited  Webcapades  Financial  Statements  and
Unaudited  Webcapades  Balance Sheet which have previously been provided to CGI.
Within 5 days  after  completion  of said  audit or at least 5 days prior to the
Closing  Date,  CGI shall  notify  Scott that the  condition  specified  in this
subsection has been met.

(l) Cash in Excess  of  Liabilities.  Webcapades  shall  demonstrate  to CGI and
Webcapades  Acquisition Sub that on the Closing Date Webcapades'  aggregate cash
in its checking and savings  accounts exceeds by at least Seven Hundred Thousand
Dollars  ($700,000)  the  aggregate  amount  of  Webcapades'   Indebtedness  and
Liabilities  on  the  Closing  Date  (or,  at  Webcapades'  election,  the  Cash
Consideration may be adjusted downward in accordance with Section 2.10).

(m) Due Diligence.  CGI shall have completed its due diligence  investigation of
Webcapades  (including  without limitation an examination of corporate books and
records,  financials,  historical  operations,  management,  business practices,
computer  systems,  prospects,  legal,  tax, ERISA and other  matters),  and the
results  of  such  investigation  shall  be  satisfactory  to CGI  in  its  sole
discretion.  At least 5 days prior to the Closing  Date,  CGI shall notify Scott
that the condition specified in this subsection has been met.

(n)  Financing.  CGI  shall  have  successfully  raised  the $3.5  million  Cash
Consideration on terms and conditions  acceptable to CGI in its sole discretion.
At least one day prior to the Closing  Date,  CGI shall notify the  Stockholders
that the condition specified in this subsection has been met, and shall identify
the name(s) and address(es) of the Person(s) providing said financing.

                                   ARTICLE XII
                                 INDEMNIFICATION

12.1 Survival of Representations,  Warranties and Covenants. The representations
and warranties  contained in this  Agreement  shall survive as follows until the
expiration  of  the  applicable  statute  of  limitations.   All  covenants  and
agreements  contained in this Agreement (and in the corresponding  covenants and
agreements  set forth in any of the  Documents)  shall  survive  the Closing and
continue in full force until fully performed in accordance with their terms.

12.2 Indemnification.

(a) The  Stockholders  agree  to,  jointly  and  severally,  indemnify  and hold
harmless  CGI and  Webcapades  Acquisition  Sub,  and each of  their  respective
successors and assigns,  together with all of their officers and directors, from
and against  any and all losses,  damages,  liabilities,  obligations,  costs or
expenses  (any one such item  being  herein  called a "Loss"  and all such items
being herein  collectively  called "Losses") which are caused by or arise out of
(1) any breach or default in the  performance by the  Stockholders or Webcapades
of any covenant or agreement of the Stockholders or Webcapades contained in this
Agreement;  (2) any  material  breach of warranty  or  inaccurate  or  erroneous
representation  made by the Stockholders or Webcapades herein, in this Agreement
or in any  Schedule  (including  the  Disclosure  Schedule)  delivered to CGI or
Webcapades  Acquisition  Sub  pursuant  hereto  or in any  certificate  or other
instrument  delivered by or on behalf of the Stockholders or Webcapades pursuant
hereto;  and (3)  any and all  actions,  suits,  proceedings,  claims,  demands,
judgments,  costs and expenses (including  reasonable legal fees) arising out of
the  foregoing,  if and to the  extent  that  such  aggregate  Losses  exceed an
aggregate of Fifty Thousand Dollars  ($50,000).  Without limiting the generality
of the immediately  preceding  sentence,  the Stockholders shall fully indemnify
and hold harmless CGI and Webcapades Acquisition Sub from and against all Claims
of Any Nature  regarding  Webcapades  created or  incurred  prior to the Closing
other  than  the  Approved  Liabilities  ("Unapproved  Liabilities")  until  the
applicable  statutes of limitations expire in regard to such liabilities if such
aggregate  Unapproved  Liabilities exceed Fifty Thousand Dollars  ($50,000).  If
Webcapades  has aggregate  Losses  and/or  Unapproved  Liabilities  which exceed
$50,000, then CGI shall be permitted to apply and offset, dollar-for-dollar, the
amount of such aggregate Losses and/or Unapproved Liabilities against the unpaid
portion of the Notes  and/or  against  the  Earnout,  in each case on a pro rata
basis.

(b) CGI and  Webcapades  Acquisition  Sub, and agree to,  jointly and severally,
indemnify  and hold  harmless  the  Stockholders  and  each of their  respective
successors and assigns,  from and against any and all Losses which are caused by
or arise out of (1) any material  breach or default in the performance by CGI or
Webcapades  Acquisition  Sub of any covenant or  agreement  of CGI,  WebSourced,
Cherish or  Webcapades  Acquisition  Sub  contained in this  Agreement;  (2) any
material  breach of warranty or inaccurate or erroneous  representation  made by
CGI or Webcapades  Acquisition Sub herein,  in this Agreement or in any Schedule
delivered  to  the  Stockholders  or  Webcapades   pursuant  hereto  or  in  any
certificate or other  instrument  delivered by or on behalf of CGI or Webcapades
Acquisition  Sub  pursuant  hereto;   and  (3)  any  and  all  actions,   suits,
proceedings,   claims,  demands,   judgments,   costs  and  expenses  (including
reasonable  legal fees) arising out of the foregoing,  if and to the extent that
such aggregate Losses exceed an aggregate of Fifty Thousand Dollars ($50,000).

(c) Any indemnified  party seeking  indemnification  hereunder shall give to the
party obligated to provide  indemnification  to such indemnified  party a notice
describing  in  reasonable  detail  the  facts  giving  rise  to any  claim  for
indemnification  hereunder  and shall  include in such  notice the amount or the
method of  computation  of the  amount of such  claim,  and a  reference  to the
provision  of this  Agreement  or any other  agreement,  document or  instrument
executed  pursuant  hereto or in  connection  herewith  upon which such claim is
based.   After  the  giving  of  any  notice  pursuant  hereto,  the  amount  of
indemnification  to which an  indemnified  party  shall be  entitled  under this
Article XII shall be determined by the written agreement between the indemnified
party and the  indemnifying  party or by a final judgment or decree of any Court
of competent jurisdiction.

12.3  Third  Party  Claim.  If any  third  person  asserts  a claim  against  an
indemnified  party  hereunder  that, if successful,  might result in a claim for
indemnification against any indemnifying party hereunder, the indemnifying party
shall be given  prompt  written  notice  thereof and shall have the right (a) to
participate  in the  defense  thereof  and be  represented,  at  this or its own
expense,  by advisory  counsel selected by it, and (b) to approve any settlement
if the  indemnifying  party  is,  or will be,  required  to pay any  amounts  in
connection therewith. Notwithstanding the foregoing, if within ten (10) Business
Days after delivery of the  indemnified  party's  notice  described  above,  the
indemnifying  party  indicates  in writing to the  indemnified  party  that,  as
between  such  parties,  such  claims  shall  be  fully  indemnified  for by the
indemnifying  party as provided herein,  then the indemnifying  party shall have
the right to control the defense of such claim,  provided  that the  indemnified
party shall have the right  (1) to  participate  in the  defense  thereof and be
represented, at his or its own expenses, by advisory counsel selected by it, and
(2) to approve any settlement if the indemnified party's interests are, or would
be,  affected  thereby,  which  approval  shall  not be  unreasonably  withheld,
conditioned or delayed. ARTICLE XIII WARRANTS

13.1  Issuance of Warrants.  At the Closing,  Scott shall be issued  warrants to
purchase CGI Common Stock in accordance with the following terms and conditions:

Number
of           Exercise  Vesting              Expiration
Shares       Price       Date                  Date                 Conditions
50,000       (1)       1st anniversary     5th anniversary        (4), (5), (6)
                       of the Closing Date of the Closing Date
50,000       (2)       2nd anniversary     6th anniversary        (4), (5), (6)
                       of the Closing Date of the Closing Date
50,000       (3)       3rd anniversary     7th anniversary        (4), (5), (6)
                       of the Closing Date of the Closing Date

(1) Closing price per share of CGI Common Stock on the last trading day prior to
the Closing Date.

(2) Closing price per share of CGI Common Stock on the last trading day prior to
the first anniversary of the Closing Date.

(3) Closing price per share of CGI Common Stock on the last trading day prior to
the second anniversary of the Closing Date.

(4) Such  warrants  shall be evidenced by the typical form of Warrant  Agreement
used by CGI,  and all terms and  conditions  of such form of  Warrant  Agreement
shall apply to and limit such warrants (for  example,  and without  limiting the
generality  of the  foregoing:  as in the case of all  warrants  granted  by CGI
including  those  issued or to be issued to  Gerard  M.  Jacobs  and S.  Patrick
Martin, the number of shares covered by such warrants,  and the strike price per
share of such warrants,  shall be appropriately  adjusted to reflect any and all
stock splits, stock dividends,  and other corporate events following the date of
issuance of such warrants).

(5) Such  warrants  shall not become  vested and  therefore  cannot be exercised
until the vesting  date of such  warrants,  and such  warrants  shall  terminate
immediately in the event that Scott is not continuously employed by a subsidiary
of CGI,  for any reason,  from the Closing  Date until the vesting  date of such
warrants.

(6) Such  warrants  shall  terminate if not  exercised  within  thirty (30) days
following Scott's last day of employment by a subsidiary of CGI.

                                   ARTICLE XIV
                                   TERMINATION

14.1 Termination.

(a) Either Party shall have the right to terminate  this  Agreement in the event
that one of the conditions precedent to Closing set forth in Section 11.1 cannot
be met.

(b) This Agreement  shall  terminate if the Closing does not occur by August 31,
2004, unless such date is extended by mutual agreement of the Parties.

14.2 Refundable Earnest Money Deposit Check.

(a) If this Agreement is terminated for any reason, then the $350,000 Refundable
Earnest  Money  Deposit  Check being held by  eBizBrokers  shall be  immediately
returned to WebSourced, uncashed.

(b) If this  Agreement  proceeds  to a  successful  Closing,  then the  $350,000
Refundable  Earnest  Money  Deposit  Check  being held by  eBizBrokers  shall be
endorsed over from the eBizBrokers  Client Escrow Account into the client escrow
account of the law firm at whose  offices  the  Closing  takes  place,  and such
$350,000 shall be applied toward and credited against the Cash Consideration.

                                   ARTICLE XV
                                 TAX ALLOCATIONS

15.1 Tax  Allocations.  Until the  Closing  Date,  Webcapades  will  continue to
operate  as a "Sub S"  corporation,  whose  income  is taxed at the  shareholder
level. Following the Closing, Webcapades Surviving Corporation will operate as a
"C corp",  whose income is taxed at the corporate  level.  Without  limiting the
generality of Sections 4.15 and 4.27, the Stockholders expressly acknowledge and
agree  that they will be  jointly  and  severally  liable for the due and timely
payment of all income taxes arising from the  operating of  Webcapades  prior to
the Closing Date.

                                   ARTICLE XVI
                                  MISCELLANEOUS

16.1 Notices. All notices, requests, consents and other communications hereunder
shall be in writing,  shall be addressed to the  receiving  Party's  address set
forth  below  or to such  other  address  as a Party  may  designate  by  notice
hereunder,  and shall be either  (a) delivered  by hand,  (b) made by  facsimile
transmission, (c) sent by recognized overnight courier, or (d) sent by certified
mail, return receipt requested, postage prepaid.

                  If to CGI or Webcapades Acquisition Sub to:
                                        CGI Holding Corporation
                                        520 Lake Cook Road, Suite 690
                                        Deerfield, IL  60015
                                        Attn: Gerard M. Jacobs

                  With a copy to:       Craig E. Behrenfeld
                                        Barnett, Bolt, Kirkwood, Long & McBride
                                        601 Bayshore Blvd.
                                        Suite 700
                                        Tampa, FL  33606

                  And with a copy to:   WebSourced, Inc.
                                        300 Perimeter Park Drive, Suite D
                                        Morrisville, NC  27560
                                        Attn:  S. Patrick Martin

                  If to the Stockholders or Webcapades:
                                        Scott P. Mitchell
                                        Webcapades, Inc.
                                        28050 US 19 N
                                        Clearwater, FL  33761

                  With a copy to:       Law Offices of Nicholas Taldone
                                        2536 Countyside Blvd.
                                        Clearwater, FL  33763
                                        Attention:  Nicholas Taldone

All notices,  requests,  consents and other  communications  hereunder  shall be
deemed  to have  been  delivered  (1) if  by hand,  at the time of the  delivery
thereof to the receiving party at the address of such party set forth above, (2)
if sent by facsimile transmission,  at the time receipt has been acknowledged by
electronic  confirmation or otherwise,  (3) if sent by overnight courier, on the
next  business  day  following  the day such notice is  delivered to the courier
service,  or (4) if sent by  certified  mail,  on the fifth (5th)  Business  Day
following the day such mailing is made.

16.2 Entire Agreement.  This Agreement and the other Documents embody the entire
agreement  and  understanding  between the Parties  with  respect to the subject
matter  hereof  and  supersede  all  prior  oral  or  written   agreements   and
understandings   relating  to  the  subject   matter   hereof.   No   statement,
representation,  warranty,  covenant or agreement of any kind not  expressly set
forth  in the  Documents  shall  affect,  or be used  to  interpret,  change  or
restrict, the express terms and provisions of this Agreement.

16.3  Binding  Effect.  This  Agreement  shall be binding  upon and inure to the
benefit  of  the  Parties  and  their  respective  successors,  heirs,  personal
representatives, legal representatives, and permitted assigns.

16.4  Assignment.  Neither  this  Agreement,  nor any  right  hereunder,  may be
assigned by any of the Parties  without the prior  written  consent of the other
Parties.

16.5  Modifications  and Amendments.  The terms and provisions of this Agreement
may be modified  or amended  only by written  agreement  executed by all Parties
hereto.

16.6  Waivers.  The terms and  provisions of this  Agreement  may be waived,  or
consent for the departure  therefrom granted,  only by written document executed
by the Party  entitled  to the  benefits  of such terms or  provisions.  No such
waiver or consent shall be deemed to be or shall  constitute a waiver or consent
with respect to any other terms or provisions of this Agreement,  whether or not
similar.  Each such waiver or consent  shall be  effective  only in the specific
instance and for the purpose for which it was given,  and shall not constitute a
continuing  waiver or consent.  No failure or delay by a Party in exercising any
right,  power or remedy under this  Agreement,  and no course of dealing between
the Parties hereto, shall operate as a waiver of any such right, power or remedy
of the Party. No single or partial exercise of any right,  power or remedy under
this Agreement by a Party,  nor any  abandonment or  discontinuance  of steps to
enforce  any such right,  power or remedy,  shall  preclude  such Party from any
other or further exercise  thereof or the exercise of any other right,  power or
remedy  hereunder.  The election of any remedy by a Party shall not constitute a
waiver of the right of such Party to pursue other available remedies.  No notice
to or  demand on a Party not  expressly  required  under  this  Agreement  shall
entitle the party receiving such notice or demand to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the rights
of the Party giving such notice or demand to any other or further  action in any
circumstances without such notice or demand.

16.7 No Third Party Beneficiary.  Except as otherwise  provided herein,  nothing
expressed or implied in this  Agreement is intended,  or shall be construed,  to
confer  upon or give any Person  other  than the  Parties  and their  respective
heirs, personal representatives, legal representatives, successors and permitted
assigns,  any  rights  or  remedies  under  or  by  reason  of  this  Agreement.
Notwithstanding the foregoing,  the indemnified entities and persons referred to
in Article XII are expressly  acknowledged  to be third party  beneficiaries  of
this Agreement.

16.8 Severability.  If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any rule of law, or public policy, all
other conditions and provisions of this Agreement shall  nevertheless  remain in
full  force  and  effect  so long as the  economic  or  legal  substance  of the
transactions  contemplated  hereby is not affected in any manner  adverse to any
party.  Upon such  determination  that any term or other  provision  is invalid,
illegal or  incapable of being  enforced,  the Parties  shall  negotiate in good
faith to modify  this  Agreement  so as to  effect  the  original  intent of the
Parties  as  closely  as  possible  in an  acceptable  manner  to the  end  that
transactions contemplated hereby are fulfilled to the extent possible.

16.9 Publicity.  Neither Webcapades nor the Stockholders shall make, or cause to
be made, any press release or public  announcement  in respect of this Agreement
or the transactions  contemplated hereby or otherwise  communicate with any news
media  without the prior  written  consent of CGI,  except as may be required by
Law. Neither CGI, WebSourced,  Cherish or Webcapades Surviving Corporation shall
make, or cause to be made, any press release or public  announcement  in respect
of  this  Agreement  or  the  transactions   contemplated  hereby  or  otherwise
communicate  with any news media  without  the prior  written  consent of Scott,
except as required by Law. CGI and Scott shall cooperate in regard to the timing
and contents of any press release or public  announcement which CGI and/or Scott
or Webcapades acting through Scott shall decide to make.

16.10  Governing  Law.  This  Agreement  and the rights and  obligations  of the
parties  hereunder shall be construed in accordance with and governed by the Law
of the State of Illinois without giving effect to the conflict of law principles
thereof.

16.11 Counterparts;  Facsimile Signatures. This Agreement may be executed in any
number  of  counterparts,  either  manually  or via  facsimile  transmission  of
signatures,  each of which shall be deemed an original but all of which together
shall constitute one and the same agreement.

16.12  Headings.  The descriptive  headings  contained in this Agreement are for
convenience  of  reference  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

16.13 Expenses.  Except as otherwise specified in this Agreement,  all costs and
expenses,  including,  without  limitation,  fees and  disbursements of counsel,
financial  advisors and accountants,  incurred in connection with this Agreement
and the  transactions  contemplated  hereby shall be paid by the Party incurring
such costs and expenses, whether or not the Closing shall have occurred.

16.14  Further  Assurances.  At any time and from time to time after the Closing
Date each Party  shall  execute  and  deliver  such other  instruments  of sale,
transfer, conveyance, assignment and confirmation as may be reasonably requested
in order to more  effectively  carry  forth  the terms  and  conditions  of this
Agreement and the Documents.

16.15  Arbitration.  Any  controversy,  dispute  or claim  arising  out of or in
connection with this Agreement shall be settled by final and binding arbitration
to be conducted by an arbitration tribunal in Chicago, Illinois, pursuant to the
rules of the American  Arbitration  Association.  The arbitration tribunal shall
consist of one arbitrator.  If the parties cannot agree on the  arbitrator,  the
office of the American Arbitration  Association in Chicago,  Illinois shall make
the  necessary  appointment.  The decision or award of the  arbitrator  shall be
final,  and judgment upon such decision or award may be entered in any competent
court or application may be made to any competent court for judicial  acceptance
of such  decision  or award  and an order of  enforcement.  In the  event of any
procedural  matter not covered by the aforesaid rules, the procedural law of the
State of Illinois  shall  govern.  Notwithstanding  the  agreement  to arbitrate
contained  in this  Section  16.15,  any party  may  apply to any  court  having
jurisdiction to enforce this Agreement to seek provisional  injunctive relief so
as to  maintain  the status quo until the  arbitration  award is rendered or the
dispute is otherwise resolved.

16.16 Incorporation by Reference. Each Exhibit and Schedule to this Agreement is
hereby  incorporated  into this  Agreement by reference  thereto,  with the same
legally  binding  force and effect as if such Exhibit or Schedule were fully set
forth herein.

IN WITNESS WHEREOF, the parties hereto have each executed and delivered this

Agreement as of the day and year first above written.

                                        CGI HOLDING CORPORATION

                                        By:
                                        Name:
                                        Title:

                                        WEBCAPADES ACQUISITION SUB, INC.
                                        By:
                                        Name:
                                        Title:

                                        WEBCAPADES, INC.
                                        By:
                                        Name:
                                        Title:

     Scott P. Mitchell, in his individual capacity and in his capacity as a
                 Stockholder, director and officer of Webcapades

     Kristine E. Mitchell, in her individual capacity and in her capacity as
                     a Stockholder and officer of Webcapades

                                    EXHIBIT 1
                             Form of Promissory Note

                                 PROMISSORY NOTE

                       $________________ August 19, 2004
                            Deerfield, Illinois 60015

     The undersigned, CGI HOLDING CORPORATION ("CGI"), a Nevada corporation, for
value    received,    hereby    promises    to    pay   to    the    order    of
__________________________________                 ("Payee"),                 at
___________________________________________________________________  (or at such
other place as may be designated by the holder hereof to CGI from time to time),
the                     principal                     sum                     of
________________________________________________________________         DOLLARS
($________________________) (the "Principal Sum") as hereinafter provided.

CGI shall pay Payee the  Principal  Sum in  twenty-four  (24) equal  consecutive
monthly                                payments                               of
___________________________________________________________________      DOLLARS
($________________________) commencing on September 19, 2004.

The  Principal  Sum shall  not bear  interest  so long as CGI is not in  default
hereunder.

This  Promissory  Note may be voluntarily  prepaid by CGI without any penalty or
premium, in whole or in part, at any time or times.

CGI will be in default if any of the  following  happens:  (a) CGI fails to make
any payment  when due, and such  default  continues  for more than five (5) days
after  receipt  by CGI  of  written  notice  of  non-payment;  (b)  CGI  becomes
insolvent,  a receiver is appointed for any part of CGI's property, CGI makes an
assignment  for the benefit of creditors,  or any proceeding is commenced by CGI
or against CGI under any bankruptcy or insolvency  laws, (c) Gerard M. Jacobs is
no longer Chief  Executive  Officer of CGI and his  successor is not approved in
writing by Scott P. Mitchell, or (d) a majority of the Board of Directors of CGI
is elected by person(s) who have acquired their shares of Common Stock of CGI in
a "change of control"  transaction  that is not  approved in writing by Scott P.
Mitchell.

Upon default, the unpaid portion of the Principal Amount not paid immediately by
CGI to Payee shall bear a default rate of interest,  commencing on and as of the
date of such default to and including the date such  defaulted  amount is repaid
in  full,  at a rate of  twenty  percent  (20%)  per  annum,  compounded  daily.
Notwithstanding anything elsewhere contained herein to the contrary, the rate of
interest  payable  hereunder  shall in no event  exceed the maximum  lawful rate
which may be charged under applicable law.

CGI hereby waives diligence,  presentment,  demand,  protest and notice of every
kind whatsoever, except written notice of non-payment. The failure of the holder
hereof to exercise any of his 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. The holder shall not, by any act of omission or commission,
be deemed to waive any of his  rights or  remedies  hereunder  or in  connection
herewith  unless such waiver  shall be in writing and signed by the holder,  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 of or on a subsequent event.

This  Promissory  Note is made under and governed by, and shall be construed and
enforced in accordance with, the laws of the State of Illinois without regard to
conflict of laws  principles.  This  Promissory  Note shall be binding  upon the
successors of CGI.

THIS PROMISSORY NOTE IS ONE OF THE "NOTES" AS DEFINED IN THAT CERTAIN  AGREEMENT
DATED AS OF AUGUST 19, 2004, BY AND AMONG CGI, WEBCAPADES ACQUISITION SUB, INC.,
AND  WEBCAPADES,  INC., AND THE UNPAID PORTION OF THE PRINCIPAL SUM HEREUNDER IS
SUBJECT  TO A PRO  RATA  OFFSET  (NON-PAYMENT)  AGAINST  ALL  OF  SUCH  "NOTES",
DOLLAR-FOR-DOLLAR, IN REGARD TO CERTAIN "LOSSES" AND/OR "UNAPPROVED LIABILITIES"
AS DEFINED IN SAID AGREEMENT, ALL SUBJECT TO THE TERMS AND CONDITIONS OF SECTION
12.2 OF SAID  AGREEMENT.  THE FORUM AND  JURISDICTION  FOR ANY CLAIMS BROUGHT BY
PAYEE UNDER THIS PROMISSORY NOTE ARE THE APPROPRIATE  COURTS LOCATED IN PINELLAS
COUNTY,  FLORIDA AND CGI CONSENTS TO THE  JURISDICTION AND VENUE OF SUCH COURTS,
PROVIDED  HOWEVER  THAT IF CGI  MAKES A CLAIM OR  COUNTER-CLAIM  FOR ANY  OFFSET
AGAINST  ANY  PAYMENTS  OWING PAYEE  UNDER THIS  PROMISSORY  NOTE AS PROVIDED IN
SECTION  12.2  OF  SAID  AGREEMENT,  THEN  THE  DISPUTE  RESOLUTION,  VENUE  AND
JURISDICTION PROVISIONS OF SAID AGREEMENT SHALL SUPERSEDE AND APPLY AND CONTROL.

                                            CGI HOLDING CORPORATION

                                            By_____________________________
                                            Title____________________________

                                   EXHIBIT 2.2
                      Articles of Merger and Plan of Merger

                               ARTICLES OF MERGER
                            MERGING WEBCAPADES, INC.
                      INTO WEBCAPADES ACQUISITION SUB, INC.

Pursuant  to  the  provisions  of  Section  607.1105  of  the  Florida  Business
Corporation  Act, the  undersigned  corporations  hereby  deliver the  following
Articles  of Merger for the  purposes  of merging  WEBCAPADES,  INC.,  a Florida
corporation, into WEBCAPADES ACQUISITION SUB, INC., a Florida corporation.

1. A copy of the Plan of Merger  adopted by the  constituent  corporations  (the
"Plan") is attached hereto as Exhibit A.

2. The merger of WEBCAPADES,  INC., Inc., into WEBCAPADES ACQUISITION SUB, INC.,
shall be effective upon the filing of these Articles of Merger.

3. The Plan was  adopted and  approved  by the  directors  and  shareholders  of
WEBCAPADES, INC., on August 19, 2004.

4. The Plan was  adopted and  approved  by the  directors  and  shareholders  of
WEBCAPADES ACQUISITION SUB, INC., on August 19, 2004.

--------------------  -------------------------------
WEBCAPADES, INC.      WEBCAPADES ACQUISITION SUB, INC.

By:  __________________________________  By:  __________________________________
    Scott P. Mitchell, President   Date       Gerard M. Jacobs, President   Date
--------------------- ---------------------------------------------------------

                                    Exhibit A

                                 PLAN OF MERGER

This PLAN OF MERGER (this "Plan") is hereby adopted by CGI HOLDING  CORPORATION,
a Nevada  corporation  ("Parent"),  WEBCAPADES  ACQUISITION SUB, INC., a Florida
corporation ("Sub"), and WEBCAPADES, INC., a Florida corporation ("Target"), for
the purpose of merging Target with and into Sub pursuant to Section  607.1101 of
the Florida Business  Corporation Act (the "Act").  Sub is sometimes referred to
herein as the "Surviving Corporation".

1. Merger. At the Effective Time (as defined herein), Target will be merged with
and into Sub  pursuant  to and in  accordance  with the  provisions  of  Section
607.1101 of the Act, in a  transaction  intended to qualify as a  reorganization
pursuant to Sections  368(a)(1)(A) and 368(a)(2)(D) of the Internal Revenue Code
of 1986, as amended (the "Merger").

2. Treatment of Shares.

2.1  Target.  At the  Effective  Time,  the capital  stock of Target  issued and
outstanding  immediately  prior to the Merger will,  by virtue of the Merger and
without any action on behalf of any party  adopting this Plan, be converted into
the right to receive, in the aggregate,  (a) Three Million Five Hundred Thousand
Dollars ($3,500,000); (b) that number of shares of common stock of Parent having
an aggregate value of Four Million Dollars  ($4,000,000),  valued at the closing
price per share of Parent's  common  stock on August 18,  2004;  (c)  promissory
notes made payable by Parent in the  aggregate  principal  amount of One Million
Two  Hundred  Thousand  Dollars  ($1,200,000),  and (d) the right to receive the
Earnout Consideration, as that term is defined in the Agreement dated August 19,
2004,  by and among  Parent,  Sub and Target  with  respect  to the Merger  (the
"Agreement");  subject,  in all cases, to adjustment pursuant to Section 2.10 of
the  Agreement.  After the Effective  Time, no shares of capital stock of Target
will be deemed  outstanding  or will have any rights  other than as set forth in
this Section 2.1.

2.2 Sub.  After the Effective  Time,  each share of Sub's  currently  issued and
outstanding  capital stock will remain outstanding and shall represent shares of
issued and outstanding capital stock of the Surviving Corporation.

3. Articles of Incorporation. The Articles of Incorporation of Sub, as in effect
immediately  prior to the Effective Time, shall be the Articles of Incorporation
of the Surviving Corporation until amended;  provided,  however, that, effective
as of the Effective Time,  Article I of the Articles of  Incorporation of Sub is
hereby amended to read in its entirety as set forth below:

                                   "ARTICLE 1
                                      Name

               The name of this corporation is: Webcapades, Inc."

4. Bylaws.  The Bylaws of Sub, as in effect  immediately  prior to the Effective
Time, shall be by the Bylaws of the Surviving Corporation, until amended.

5. Effect of  Agreement.  The parties  adopting  this Plan shall be bound by the
terms and conditions of the Agreement. In the event of any inconsistency between
the Agreement and this Plan, the provisions of this Plan shall control.

6. Effective  Time. The Merger shall be effective upon the filing of Articles of
Merger in accordance with the provisions of Section 607.1105 of the Act.

-----------------                       -------------------------------
WEBCAPADES, INC.                        WEBCAPADES ACQUISITION SUB, INC.

By:  ________________________________   By:  __________________________________
   Scott P. Mitchell, President  Date       Gerard M. Jacobs, President    Date
--------------------- ---------------------------------------------------------

                                   EXHIBIT 2.6
                  Merger Consideration; Allocation; Procedures

The holders of Webcapades Shares issued and outstanding immediately prior to the
Effective Time (other than as set forth in Section 2.7),  and certain  assignees
of portions  of the Merger  Consideration,  shall be entitled to receive  Merger
Consideration in such amounts as set forth in the following Table, respectively,
subject to adjustment in accordance with Section 2.10:

                                                         Merger Consideration

                                        Shares of       Principal
                                        CGI             Amount        Percentage
                                        Common          of the         of Earned
                         Cash           Stock           Notes           Earnout

Scott and Kristi         $ 3,185,000    1,695,238     $ 1,068,000           89%
     Mitchell,
     husband
     and wife, as
     tenants by the
     entireties
Katherine Dennison       $   35,000         19,048    $    12,000            1%
Gill, Devine and
     White PC -
     Escrow Account            None        190,476           None         None
eBizBrokers, Inc.        $  280,000           None      $ 120,000           10%
     Total               $3,500,000      1,904,762     $1,200,000        100.00%

The  undersigned  hereby certify to CGI and Webcapades  Acquisition Sub that the
foregoing respective allocations and payments of Merger Consideration will fully
satisfy  and  settle  all  claims  of  Scott,  Kristi,  Katherine  Dennison  and
eBizBrokers,  Inc. to any portion of the Merger  Consideration,  intending to be
legally bound hereby:

________________________________
Scott P. Mitchell

________________________________
Kristi Mitchell

________________________________
Katherine Dennison

eBizBrokers, Inc.

By______________________________
Title_____________________________

                               EXHIBIT 7.1(b)(1)
                          Employment Agreement (Scott)

                              EMPLOYMENT AGREEMENT
                               (Scott P. Mitchell)

THIS EMPLOYMENT  AGREEMENT (this "Agreement"),  effective as of August 19, 2004,
is by and between Cherish.com,  Inc., a North Carolina corporation  ("Cherish"),
Webcapades  Acquisition  Sub,  Inc.,  a Florida  corporation  and the  surviving
corporation  in  the  merger  of  Webcapades,  Inc.  with  and  into  Webcapades
Acquisition  Sub,  Inc.  ("Webcapades"),  and Scott P.  Mitchell,  an individual
residing in Florida ("Executive").

WHEREAS,  CGI  Holding  Corporation,  is a publicly  traded  Nevada  corporation
("CGI"),   WebSourced  is  a  North  Carolina  corporation  and  a  wholly-owned
subsidiary  of CGI  ("Websourced"),  Cherish  is a  wholly-owned  subsidiary  of
WebSourced, and Webcapades is a wholly-owned subsidiary of CGI;

WHEREAS, each of Cherish and Webcapades (collectively,  the "Companies") desires
to employ Executive as its President and Chief Executive Officer,  and Executive
desires to accept  such  employment,  pursuant to the terms and  conditions  set
forth below;

NOW,  THEREFORE,  in  consideration  of the  foregoing  premises  and the mutual
covenants  and  agreements  contained  herein,  as well as for  other  good  and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:

1.  Employment.  Each of the Companies hereby employs  Executive,  and Executive
hereby  accepts such  employment,  in accordance  with the terms and  conditions
hereinafter set forth.

2. Duties.  Executive shall be employed as President and Chief Executive Officer
of each of the  Companies  at their  principal  offices  at 28050 US  Highway 19
North,  Clearwater,  Florida, or at other offices designated by the Companies in
Pinellas  County,  Florida,  subject to such travel as the rendering of services
hereunder  may require,  and  Executive  shall  perform and  discharge  well and
faithfully  the  duties  which may be  assigned  to him from time to time by the
Boards of  Directors  of the  Companies  in  connection  with the conduct of the
Companies' businesses (collectively,  the "Business").  Executive will report to
the President and Chief  Executive  Officer of  WebSourced.  The duties shall be
those that are customarily  performed by an executive of such title in a company
with similar  revenues,  together with such duties that may from time to time be
requested provided such additional duties are reasonably related to the scope of
employment of such Executive.

3. Extent of Services.  Executive  shall devote his entire time and best efforts
to the Business  and shall not,  during the term of this  Agreement,  be engaged
(whether  or not  during  normal  business  hours)  in  any  other  business  or
professional activity;  provided, however, that the provisions of this Section 3
shall not be construed as  preventing  Executive  from  engaging in a reasonable
level of charitable  activities nor investing his personal  assets in businesses
which do not compete with the CGI, WebSourced or the Companies,  in such form or
manner  as will  not  require  any  services  on the  part of  Executive  in the
operation or the affairs of the companies in which such investments are made and
in which his participation is solely that of a passive investor.

4.  Compensation.  For all services  rendered by Executive under this Agreement,
the Companies shall jointly pay Executive for the period from and after the date
of this  Agreement  through and  including  December  31,  2007,  an annual base
compensation in an amount equal to One Hundred Fifty Thousand Dollars ($150,000)
per annum. Any bonuses paid to Executive during the term of his employment shall
be solely  within the  discretion  of the Boards of Directors of the  Companies.
Executive  shall be paid in accordance with the customary  payroll  practices of
the Companies, subject to such deductions and withholdings as may be required by
law or agreed to by  Executive.  During  the term of his  employment,  Executive
shall be  generally  entitled  to  participate  in  Executive  benefit  plans or
programs which are generally  made  available to Vice  Presidents of Websourced,
subject  to all of the  rules,  regulations,  terms  and  conditions  applicable
thereto ("Vice  President  Benefits").  A general summary of  Websourced's  Vice
President  Benefits as currently in effect is attached  hereto as  Attachment A.
The  Companies  shall have the right at any time to put into place  arrangements
pursuant to which some or all of Executive's  compensation  and/or  benefits set
forth above shall be provided to  Executive  by or through  Websourced  or other
companies  affiliated  with CGI and  Websourced  (rather  than  directly  by the
Companies), and Executive shall fully cooperate with such arrangements and shall
promptly sign such  documents and take all such other actions as shall be deemed
necessary by the legal  counsel for the  Companies in order to  facilitate  such
arrangements,  provided that such arrangements shall not in any event reduce any
of the  compensation,  benefits and perks to which  Executive is entitled  under
this Agreement as of the signing hereof.

5. Term.  This  Agreement  shall  commence on the date first set forth above and
shall continue until December 31, 2007, unless earlier  terminated in accordance
with Section 6 of this Agreement.

6. Termination of Employment.

(a) Death or  Disability of Executive.  The  employment of Executive  under this
Agreement shall terminate upon his death or, at the option of the Companies,  if
Executive  shall be prevented from fully  performing  his duties  hereunder as a
result of his  disability  or illness  for a  continuous  period of one  hundred
eighty (180) days.

(b) By Relocation.  In the event that Executive's  duties require  relocation to
another geographic location,  Executive declines to accept such transfer to such
other  geographic  location  and a  suitable  position  cannot  be  arranged  at
Executive's  current location (in Executive's sole  discretion),  then Executive
shall be deemed  terminated  without cause effective 90 days after the notice to
Executive of the request for relocation, and Executive shall only be entitled to
be paid  vacation  pay and base  salary  earned or accrued  through  the date of
termination,  provided that this shall not affect  Executive's  right to receive
any compensation or  consideration  under any other Agreement with the Companies
or any of them.

(c) Termination "For Cause". The Companies shall have the right to terminate the
employment  of  Executive  under  this  Agreement  "For  Cause," as such term is
defined  below,  at  any  time  without  further  liability  or  obligations  to
Executive. For purposes of this Agreement, "For Cause" shall refer to any of the
following events: (1) Executive's repeated gross neglect of or negligence in the
performance  of his  duties;  (2)  Executive's  failure  or  refusal  to  follow
instructions  given  to him by the  Board of  Directors  of the  Companies;  (3)
Executive's  repeated  conscious  violation of any  provision of the  Companies'
Bylaws  or of their  other  stated  policies,  standards,  or  regulations;  (4)
Executive's being investigated, indicted, convicted or plea bargaining in regard
to  any  criminal  offense,  other  than  minor  traffic  violations,  based  on
Executive's  conduct  occurring  during  the  term  of  this  Agreement;  or (5)
Executive's  violation  or breach of any  material  term,  covenant or condition
contained in this Agreement.

(d) Accrued Salary.  Except as otherwise  provided herein, in the event that the
Companies or Executive  terminates  this  Agreement  for any reason  whatsoever,
Executive shall be paid (less all applicable  deductions) all earned and accrued
base  compensation  due to  Executive  for  services  rendered up to the date of
termination.

(e) Severance  Payment.  Except as otherwise  provided herein,  in the event the
Companies terminate this Agreement without cause, Executive shall be paid on the
date of  termination a severance  amount equal to all amounts of his annual base
compensation,  less all  applicable  deductions,  that would have become due and
owing to Executive through December 31, 2007, as if Executive's  employment with
the Companies had not been terminated prior thereto.

7. Non-Competition and Non-Solicitation.

(a) Executive  acknowledges  that the services to be performed by him under this
Agreement are of a special,  unique,  unusual,  extraordinary  and  intellectual
character,  and the provisions of this Section 7 are reasonable and necessary to
protect the Companies' business.

(b) In  consideration  of the foregoing  acknowledgments  by  Executive,  and in
consideration  of the  compensation  and  benefits  to be  paid or  provided  to
Executive by the Companies,  Executive  covenants  that he will not,  during the
term of this Agreement and for a period of two (2) years thereafter, directly or
indirectly:

(1) except in the course of his employment hereunder,  engage or invest in, own,
manage, operate, finance, control, or participate in the ownership,  management,
operation,  financing, or control of, be employed by, associated with, or in any
manner  connected with, any business whose products or services compete in whole
or in part with the products or services of the  Companies,  Websourced  or CGI;
provided,  however,  that Executive may purchase or otherwise acquire up to (but
not more than) one percent  (1%) of any class of  securities  of any  enterprise
(but without  otherwise  participating  in the activities of such enterprise) if
such  securities are listed on any national or regional  securities  exchange or
have been registered under Section 12(g) of the Securities Exchange Act of 1934;

(2) whether for  Executive's own account or for the account of any other person,
solicit  business of the same or similar type of business  then being carried on
by the Companies,  Websourced or CGI, from any person known by Executive to be a
customer of the  Companies,  Websourced  or CGI,  whether or not  Executive  had
personal contact with such person during and by reason of Executive's employment
with the Companies;

(3) whether for  Executive's  own account or the account of any other person (i)
solicit,  employ or otherwise engage as an Executive,  independent contractor or
otherwise, any person who is or was an employee of the Companies,  Websourced or
CGI at any time  during the term of this  Agreement  or in any manner  induce or
attempt to induce any employee of the Companies,  Websourced or CGI to terminate
his or her employment  with the Companies,  Websourced or CGI, or (ii) interfere
with the  Companies',  Websourced's  or  CGI's  relationship  with  any  person,
including  any person who at any time during the term of this  Agreement  was an
employee, contractor,  supplier or customer of the Companies, Websourced or CGI;
or

(4) at any time  during  or  after  the term of this  Agreement,  disparage  the
Companies,   Websourced  or  CGI,  or  any  of  their  respective  shareholders,
directors, officers, employees or agents.

(c) If any covenant of this Section 7 is held to be  unreasonable,  arbitrary or
against  public  policy,  such covenant will be considered to be divisible  with
respect to scope,  time and  geographic  area,  and such lesser  scope,  time or
geographic  area,  or all of them,  as a court  of  competent  jurisdiction  may
determine to be reasonable, not arbitrary and not against public policy, will be
effective, binding and enforceable against Executive.

(d)  Notwithstanding  any provision to the contrary contained in this Section 7,
in the event  Executive is terminated  by the  Companies  without cause prior to
December 31, 2007,  the  restrictions  set forth in Section  7(b)(1) above shall
expire on December 31, 2007; provided,  however,  that in the event Executive is
terminated without cause prior to December 31, 2007,  Executive may, in his sole
discretion,  elect to waive the  severance  payment  otherwise  due and owing to
Executive  pursuant  to  Section  6(d)  above  in  exchange  for the  Companies'
agreement that the restrictions of Section 7(b)(1) shall be deemed null and void
and  unenforceable  against  Executive  and the  Companies  shall not attempt to
enforce the same.

8.  Assignment.  This  Agreement  may not be  assigned  by  Executive  under any
circumstances. This Agreement may be assigned by the Companies to Websourced, or
to any successor of the  Companies or  Websourced  in connection  with a merger,
consolidation,  or  sale  of all or  substantially  all  of  the  assets  of the
Companies,  Websourced  or CGI,  so long as  such  assignee  assumes  all of the
Companies' obligations hereunder.

9. Notices.  Any notice  required or permitted to be given under this  Agreement
shall be  sufficient  if in writing and sent by  registered  or certified  mail,
return receipt requested, to the following address:

                           To Executive:       Mr. Scott P. Mitchell
                                               28050 US 19 N
                                               Clearwater, FL  33671

                           To the Companies:CGI Holding Corporation
                                               Attention:  President
                                               520 Lake Cook Road, Suite 690
                                               Deerfield, IL  60015

                           With a copy to:  WebSourced, Inc.
                                               Attention:  President
                                               300 Perimeter Park Drive, Suite D
                                               Morrisville, NC  27560

or to such other  address as either  Executive or the  Companies may give to the
other from time to time by written notice in the manner set forth above.

10.  Waiver of Breach.  Any waiver by the  Companies or Executive of a breach of
any  provision  of this  Agreement  by the other  party  shall not operate or be
construed as a waiver of any subsequent breach by the other party.

11.  Law.  This  Agreement  shall be governed  by,  interpreted,  construed  and
enforced in accordance with the laws of the State of Florida,  without reference
to conflict of law principles or the domicile or residence of Executive if other
than Texas.

12.  Entire  Agreement.  This  Agreement  contains  the entire  agreement of the
parties regarding the subject matter hereof.  This Agreement may be changed only
by an agreement in writing  signed by the party against whom  enforcement of any
waiver, change, modification, extension or discharge is sought.

13.  Counterparts.  This Agreement may be executed in one or more  counterparts,
each of which shall be deemed an original and all of which, when taken together,
shall constitute one and the same instrument.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day

and year first written above.

                                                     COMPANIES:

                                                     CHERISH, INC.

                                                By:      __________________
                                                         Gerard M. Jacobs
                                                Title:   Director

                                                WEBCAPADES ACQUISITION SUB, INC.

                                                     By:      _________________
                                                              Gerard M. Jacobs
                                                     Title:   Director

                                                     EXECUTIVE:

                                                     _________________________
                                                     Scott P. Mitchell

                                                             Attachment A

General Summary of Websourced's Vice President Benefits as of August 19, 2004

1. Medical insurance where a PPO or HMO plan is offered

2. Dental and vision insurance

3. Fifteen (15) vacation days per year

4. Ten (10) paid holidays per year

5. Company paid supplemental  policies  including  Accident,  Personal Recovery,
Disability and Cancer insurance

6. Short Term Disability coverage

7. Company paid Long Term Disability

8. Company paid executive life insurance plan with a death benefit of five times
their annual salary up to a maximum of $500,000.00

                                EXHIBIT 7.1(b)(2)
                          Employment Agreement (Kristi)

                              EMPLOYMENT AGREEMENT
                             (Kristine E. Mitchell)

THIS EMPLOYMENT  AGREEMENT (this "Agreement"),  effective as of August 19, 2004,
is by and between  Cherish,  Inc.,  a North  Carolina  corporation  ("Cherish"),
Webcapades  Acquisition  Sub,  Inc.,  a Florida  corporation  and the  surviving
corporation  in  the  merger  of  Webcapades,  Inc.  with  and  into  Webcapades
Acquisition Sub, Inc.  ("Webcapades"),  and Kristine E. Mitchell,  an individual
residing in Florida ("Executive").

WHEREAS,  CGI  Holding  Corporation,  is a publicly  traded  Nevada  corporation
("CGI"),   WebSourced  is  a  North  Carolina  corporation  and  a  wholly-owned
subsidiary  of CGI  ("Websourced"),  Cherish  is a  wholly-owned  subsidiary  of
WebSourced, and Webcapades is a wholly-owned subsidiary of CGI;

WHEREAS, each of Cherish and Webcapades (collectively,  the "Companies") desires
to employ  Executive as a Vice President,  and Executive  desires to accept such
employment, pursuant to the terms and conditions set forth below;

NOW,  THEREFORE,  in  consideration  of the  foregoing  premises  and the mutual
covenants  and  agreements  contained  herein,  as well as for  other  good  and
valuable  consideration,  the  receipt  and  sufficiency  of  which  are  hereby
acknowledged, the parties hereto, intending to be legally bound, hereby agree as
follows:

1.  Employment.  Each of the Companies hereby employs  Executive,  and Executive
hereby  accepts such  employment,  in accordance  with the terms and  conditions
hereinafter set forth.

2.  Duties.  Executive  shall be  employed  as a Vice  President  of each of the
Companies at their principal  offices at 28050 US Highway 19 North,  Clearwater,
Florida,  or at other offices  designated  by the Companies in Pinellas  County,
Florida,  subject to such  travel as the  rendering  of services  hereunder  may
require,  and  Executive  shall perform and discharge  well and  faithfully  the
duties which may be assigned to her from time to time by the Boards of Directors
of the Companies in  connection  with the conduct of the  Companies'  businesses
(collectively, the "Business"). Executive will report to the President and Chief
Executive Officer of Cherish and Webcapades.  The duties shall be those that are
customarily  performed  by an  executive of such title in a company with similar
revenues,  together  with such  duties  that may from time to time be  requested
provided  such  additional  duties  are  reasonably  related  to  the  scope  of
employment of such Executive.

3. Extent of Services.  Executive  shall devote her entire time and best efforts
to the Business  and shall not,  during the term of this  Agreement,  be engaged
(whether  or not  during  normal  business  hours)  in  any  other  business  or
professional activity,  whether or not such activity is pursued for gain, profit
or other pecuniary  advantage;  provided,  however,  that the provisions of this
Section 3 shall not be  construed as  preventing  Executive  from  engaging in a
reasonable  level of charitable  activities nor investing her personal assets in
businesses  which do not compete with the CGI,  WebSourced or the Companies,  in
such form or manner as will not require any services on the part of Executive in
the operation or the affairs of the companies in which such investments are made
and in which her participation is solely that of a passive investor.

4.  Compensation.  For all services  rendered by Executive under this Agreement,
the Companies shall jointly pay Executive for the period from and after the date
of this  Agreement  through and  including  December  31,  2007,  an annual base
compensation  in  an  amount  equal  to  One  Hundred  Twenty  Thousand  Dollars
($120,000)  per annum.  Any  bonuses  paid to  Executive  during the term of her
employment  shall be solely within the  discretion of the Boards of Directors of
the Companies.  Executive shall be paid in accordance with the customary payroll
practices of the Companies,  subject to such deductions and  withholdings as may
be required by law or agreed to by Executive. During the term of her employment,
Executive  shall be  generally  entitled  to  participate  in  benefit  plans or
programs which are generally made available to Vice Presidents of the Companies,
subject  to all of the  rules,  regulations,  terms  and  conditions  applicable
thereto ("Vice  President  Benefit"s).  A general  summary of  Webcapades'  Vice
President  Benefits as currently in effect is attached  hereto as  Attachment A.
The  Companies  shall have the right at any time to put into place  arrangements
pursuant to which some or all of Executive's  compensation  and/or  benefits set
forth above shall be provided to  Executive  by or through  Websourced  or other
companies  affiliated  with CGI and  Websourced  (rather  than  directly  by the
Companies), and Executive shall fully cooperate with such arrangements and shall
promptly sign such  documents and take all such other actions as shall be deemed
necessary by the legal  counsel for the  Companies in order to  facilitate  such
arrangements,  provided that such arrangements shall not in any event reduce any
of the  compensation,  benefits and perks to which  Executive is entitled  under
this Agreement as of the signing hereof.

5. Term.  This  Agreement  shall  commence on the date first set forth above and
shall continue until December 31, 2007, unless earlier  terminated in accordance
with Section 6 of this Agreement.

6. Termination of Employment.

(a) Death or  Disability of Executive.  The  employment of Executive  under this
Agreement shall terminate upon her death or, at the option of the Companies,  if
Executive  shall be prevented from fully  performing  her duties  hereunder as a
result of her  disability  or illness  for a  continuous  period of one  hundred
eighty (180) days.

(b) By Relocation.  In the event that Executive's  duties require  relocation to
another geographic location,  Executive declines to accept such transfer to such
other  geographic  location  and a  suitable  position  cannot  be  arranged  at
Executive's  current location (in Executive's sole  discretion),  then Executive
shall be deemed  terminated  without cause effective 90 days after the notice to
Executive of the request for relocation, and Executive shall only be entitled to
be paid  vacation  pay and base  salary  earned or accrued  through  the date of
termination,  provided that this shall not affect  Executive's  right to receive
any compensation or  consideration  under any other Agreement with the Companies
or any of them.

(c) Termination "For Cause". The Companies shall have the right to terminate the
employment  of  Executive  under  this  Agreement  "For  Cause," as such term is
defined  below,  at  any  time  without  further  liability  or  obligations  to
Executive. For purposes of this Agreement, "For Cause" shall refer to any of the
following events: (1) Executive's repeated gross neglect of or negligence in the
performance  of her  duties;  (2)  Executive's  failure  or  refusal  to  follow
instructions  given to her by the Board of  Directors  or by the  President  and
Chief Executive  Officer of the Companies;  (3) Executive's  repeated  conscious
violation  of any  provision of the  Companies'  Bylaws or of their other stated
policies,   standards,  or  regulations;  (4)  Executive's  being  investigated,
indicted,  convicted or plea bargaining in regard to any criminal offense, other
than minor traffic violations, based on Executive's conduct occurring during the
term of this Agreement;  or (5) Executive's  violation or breach of any material
term, covenant or condition contained in this Agreement.

(d) Accrued Salary.  Except as otherwise  provided herein, in the event that the
Companies or Executive  terminates  this  Agreement  for any reason  whatsoever,
Executive shall be paid (less all applicable  deductions) all earned and accrued
base  compensation  due to  Executive  for  services  rendered up to the date of
termination.

(e) Severance  Payment.  Except as otherwise  provided herein,  in the event the
Companies terminate this Agreement without cause, Executive shall be paid on the
date of  termination a severance  amount equal to all amounts of her annual base
compensation,  less all  applicable  deductions,  that would have become due and
owing to Executive through December 31, 2007, as if Executive's  employment with
the Companies had not been terminated prior thereto.

7. Non-Competition and Non-Solicitation.

(a) Executive  acknowledges  that the services to be performed by her under this
Agreement are of a special,  unique,  unusual,  extraordinary  and  intellectual
character,  and the provisions of this Section 7 are reasonable and necessary to
protect the Companies' business.

(b) In  consideration  of the foregoing  acknowledgments  by  Executive,  and in
consideration  of the  compensation  and  benefits  to be  paid or  provided  to
Executive by the Companies,  Executive  covenants that she will not,  during the
term of this Agreement and for a period of two (2) years thereafter, directly or
indirectly:

(1) except in the course of her employment hereunder,  engage or invest in, own,
manage, operate, finance, control, or participate in the ownership,  management,
operation,  financing, or control of, be employed by, associated with, or in any
manner  connected with, any business whose products or services compete in whole
or in part with the products or services of the  Companies,  Websourced  or CGI;
provided,  however,  that Executive may purchase or otherwise acquire up to (but
not more than) one percent  (1%) of any class of  securities  of any  enterprise
(but without  otherwise  participating  in the activities of such enterprise) if
such  securities are listed on any national or regional  securities  exchange or
have been registered under Section 12(g) of the Securities Exchange Act of 1934;

(2) whether for  Executive's own account or for the account of any other person,
solicit  business of the same or similar type of business  then being carried on
by the Companies,  Websourced or CGI, from any person known by Executive to be a
customer of the  Companies,  Websourced  or CGI,  whether or not  Executive  had
personal contact with such person during and by reason of Executive's employment
with the Companies;

(3) whether for  Executive's  own account or the account of any other person (i)
solicit,  employ or otherwise engage as an Executive,  independent contractor or
otherwise, any person who is or was an employee of the Companies,  Websourced or
CGI at any time  during the term of this  Agreement  or in any manner  induce or
attempt to induce any employee of the Companies,  Websourced or CGI to terminate
his or her employment  with the Companies,  Websourced or CGI, or (ii) interfere
with the  Companies',  Websourced's  or  CGI's  relationship  with  any  person,
including  any person who at any time during the term of this  Agreement  was an
employee, contractor,  supplier or customer of the Companies, Websourced or CGI;
or

(4) at any time  during  or  after  the term of this  Agreement,  disparage  the
Companies,   Websourced  or  CGI,  or  any  of  their  respective  shareholders,
directors, officers, employees or agents.

(c) If any covenant of this Section 7 is held to be  unreasonable,  arbitrary or
against  public  policy,  such covenant will be considered to be divisible  with
respect to scope,  time and  geographic  area,  and such lesser  scope,  time or
geographic  area,  or all of them,  as a court  of  competent  jurisdiction  may
determine to be reasonable, not arbitrary and not against public policy, will be
effective, binding and enforceable against Executive.

(d)  Notwithstanding  any provision to the contrary contained in this Section 7,
in the event  Executive is terminated  by the  Companies  without cause prior to
December 31, 2007,  the  restrictions  set forth in Section  7(b)(1) above shall
expire on December 31, 2007; provided,  however,  that in the event Executive is
terminated without cause prior to December 31, 2007,  Executive may, in her sole
discretion,  elect to waive the  severance  payment  otherwise  due and owing to
Executive  pursuant  to  Section  6(d)  above  in  exchange  for the  Companies'
agreement that the restrictions of Section 7(b)(1) shall be deemed null and void
and  unenforceable  against  Executive  and the  Companies  shall not attempt to
enforce the same.

8.  Assignment.  This  Agreement  may not be  assigned  by  Executive  under any
circumstances. This Agreement may be assigned by the Companies to Websourced, or
to any successor of the  Companies or  Websourced  in connection  with a merger,
consolidation,  or  sale  of all or  substantially  all  of  the  assets  of the
Companies,  Websourced  or CGI,  so long as  such  assignee  assumes  all of the
Companies' obligations hereunder.

9. Notices.  Any notice  required or permitted to be given under this  Agreement
shall be  sufficient  if in writing and sent by  registered  or certified  mail,
return receipt requested, to the following address:

                           To Executive:     Ms. Kristine E. Mitchell
                                             28050 US 19 N
                                             Clearwater, FL  33671

                           To the Companies:CGI Holding Corporation
                                             Attention:  President
                                             520 Lake Cook Road, Suite 690
                                             Deerfield, IL  60015

                           With a copy to:  WebSourced, Inc.
                                             Attention:  President
                                             300 Perimeter Park Drive, Suite D
                                             Morrisville, NC  27560

or to such other  address as either  Executive or the  Companies may give to the
other from time to time by written notice in the manner set forth above.

10.  Waiver of Breach.  Any waiver by the  Companies or Executive of a breach of
any  provision  of this  Agreement  by the other  party  shall not operate or be
construed as a waiver of any subsequent breach by the other party.

11.  Law.  This  Agreement  shall be governed  by,  interpreted,  construed  and
enforced in accordance with the laws of the State of Florida,  without reference
to conflict of law principles or the domicile or residence of Executive if other
than Texas.

12.  Entire  Agreement.  This  Agreement  contains  the entire  agreement of the
parties regarding the subject matter hereof.  This Agreement may be changed only
by an agreement in writing  signed by the party against whom  enforcement of any
waiver, change, modification, extension or discharge is sought.

13.  Counterparts.  This Agreement may be executed in one or more  counterparts,
each of which shall be deemed an original and all of which, when taken together,
shall constitute one and the same instrument.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day

and year first written above.

                                                     COMPANIES:

                                                     CHERISH, INC.

                                                By:      _________________
                                                         Gerard M. Jacobs
                                                Title:   Director

                                                WEBCAPADES ACQUISITION SUB, INC.

                                                     By:      ________________
                                                              Gerard M. Jacobs
                                                     Title:   Director

                                                     EXECUTIVE:

                                                     _________________________
                                                     Kristine E. Mitchell

                                                             Attachment A

General Summary of Webcapades' Vice President Benefits as of August 19, 2004

1.  Medical insurance

2.  Dental and vision insurance

3.  Life insurance with up to one times annual salary

4.  Seven (7) paid holidays per year

5.  Fifteen (15) paid vacation days per year

6.  Short-Term and Long-Term Disability insurance

                               DISCLOSURE SCHEDULE

Schedule 4.1
None

Schedule 4.10(a)
None

Schedule 4.10(b)

Lease  Agreement  covering  office space located at 28050 US 19 N.,  Clearwater,
Florida  33671,  between  Dallas XXIX  Corporate  Square,  L.P., as lessor,  and
Webcapades,  as lessee,  with a term beginning October 1, 2001, as amended , and
Sublease dated June 2002,  covering 840 square feet of such office space between
Webcapades,  as sublessor, and Ozana Online Networks, Inc., as sublessee [copies
previously furnished to CGI]

No leases in New Carrollton, MD, or Orland Park, IL

Schedule 4.11

Tangible  Personal  Property per letter re: tangible personal property dated the
date hereof from Scott to S. Patrick Martin

Schedule 4.13

Worker's Compensation  Insurance Policy No. 21-WECGC3898 dated October 11, 2001,
issued by Hartford  Insurance  Group to Webcapades  General  Business  Insurance
Policy No.  09GL049384  dated  February  23, 2002,  issued by Nova  Insurance to
Webcapades

Schedule 4.14

Business Permit dated March 17, 2004, issued by the City of Dunedin, Florida, to
Webcapades

Schedule 4.17

Webcapades, Inc. Profit Sharing Plan and Trust effective January 1, 2001

Schedule 4.20

Federal Trade Commission Civil Investigative Demand, copy supplied to CGI by fax
dated August 10, 2004

Webcapades,  Inc. v.  Duncan,  Case File No.  03CV246024CM2,  Superior  Court of
Justice, Ontario, Canada

EXHIBIT 2. FINANCIAL STATEMENTS OF WEBCAPADES, INC.

To the Board of Directors and Stockholders
of Webcapades, Inc.
28050 US Highway 19 North
Clearwater, Florida 33761

We have audited the accompanying  balance sheets of Webcapades,  Inc., a Florida
corporation,  as of December 31, 2003 and 2002 , and the related  statements  of
profit and loss,  retained  earnings,  and cash flows for the years then  ended.
These financial  statements are the responsibility of the Company's  management.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Webcapades, Inc. as of December
31, 2003 and 2002,  and the results of its operations and its cash flows for the
years then ended in conformity with accounting  principles generally accepted in
the United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental  information included in
schedules 1 and 2 is presented for purposes of additional  analysis and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.

/S/ Poulos & Bayer
Chicago, Illinois
August 11, 2004

                                WEBCAPADES, INC.
                                  BALANCE SHEET
                           DECEMBER 31, 2003 AND 2002

                                          2003                      2002
                                  -------------------       ------------------
                                     ASSETS
CURRENT ASSETS
   Cash                            $349,532                  $64,700
   Prepaid Expenses                 556,037                  234,008
                                  ---------                 ---------
TOTAL CURRENT ASSETS                         $905,568                 $298,708

PROPERTY & EQUIPMENT
   Cost Basis                      $360,819                 $254,010
   Less: Accumulated Depreciation   106,477                   48,761
                                  ---------                 ---------
NET PROPERTY & EQUIPMENT                      254,343                  205,249

OTHER ASSETS
   Deposits                          $3,300                       $0
   Notes Receivable                 244,218                   75,000
   Restricted Cash                   98,650                  100,000
                                  ---------                 ---------
TOTAL OTHER ASSETS                            346,168                  175,000
                                           ----------                ---------
TOTAL ASSETS                               $1,506,079                 $678,957
                                           ==========                =========

         LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
   Accounts Payable                 $88,543                   $12,978
   Deferred Revenue                 189,586                   114,195
   Accrued Profit Sharing           147,334                   111,137
                                  ---------                 ---------
TOTAL CURRENT LIABILITIES                    $425,463                 $238,309

OTHER LIABILITIES
   Deposits                           1,299                                  0

STOCKHOLDER'S EQUITY
   Common Stock (1,000 shares
   authorized, 1,000 shares
   issued and outstanding, $1.00
   par value)                        $1,000                    $1,000
   Retained Earnings              1,078,318                   439,648
                                  ---------                 ---------
TOTAL STOCKHOLDER'S EQUITY                  1,079,318                  440,648
                                           ----------                ---------
TOTAL LIABILITIES AND
  STOCKHOLDER'S EQUITY                     $1,506,079                 $678,957
                                           ==========                =========

                                WEBCAPADES, INC.
                         STATEMENT OF RETAINED EARNINGS
                 TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002

                                         2003                    2002
                                     -----------              ----------
BALANCE:  JANUARY 1                     $439,648               $212,579

NET PROFIT                             1,781,701                923,994

DISTRIBUTION TO SHAREHOLDER           (1,143,031)              (696,925)
                                     -----------              ----------
BALANCE:  DECEMBER  31                $1,078,318               $439,648
                                     ===========              ==========

                                WEBCAPADES, INC.
                          STATEMENT OF PROFIT AND LOSS
                 TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002

                                             2003                  2002
                                   ---------------------   --------------------
                                      AMOUNT     PERCENT      AMOUNT    PERCENT
                                   -----------   -------   ----------   -------
SALES                               $4,296,951   100.00%   $3,423,474   100.00%

COST OF SALES                          871,548   20.28%       600,141   17.53%
                                   -----------   -------   ----------   -------
GROSS PROFIT                        $3,425,403   79.72%    $2,823,333   82.47%

OPERATING EXPENSES                   1,659,506   38.62%     1,900,745   55.52%
                                   -----------   -------   ----------   -------
NET PROFIT BEFORE OTHER INCOME      $1,765,897   41.10%      $922,588   26.95%

OTHER INCOME                            15,804    0.37%         1,405    0.04%
                                   -----------   -------   ----------   -------
NET PROFIT                          $1,781,701   41.46%      $923,994   26.99%
                                   ===========   =======   ==========   =======

                                WEBCAPADES, INC.
                             STATEMENT OF CASH FLOWS
                 TWELVE MONTHS ENDED DECEMBER 31. 2003 AND 2002

                                                2003                 2002
                                       --------------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES
 Net Profit                            $1,781,701             $923,994
 Non-Cash Items Included
   in Net Profit
    Depreciation                           57,716               32,842
    Loss on Disposition of Assets               0               27,799
Other Changes:
 Prepaid Expenses                        (322,029)            (205,485)
 Deposits                                  (3,300)                   0
 Accounts Payable                          75,565               12,978
 Deferred Revenue                          75,392              114,195
 Accrued Profit Sharing                    36,197               76,137
 Security Deposit                           1,299                    0
                                       ----------             ---------
NET CASH PROVIDED BY OPERATING ACTIVITIES         $1,702,540           $982,458

CASH FLOWS FROM INVESTING ACTIVITIES
 Fixed Assets Acquired                  ($106,810)           ($193,133)
 Notes Receivable                        (169,218)             (75,000)
                                       ----------             ---------
NET CASH USED BY INVESTING ACTIVITIES               (276,028)          (268,133)

CASH FLOWS FROM FINANCING ACTIVITIES
 Distribution to Shareholder                      (1,143,031)          (696,925)
                                                  -----------          --------
NET CASH CHANGE                                     $283,481            $17,400

CASH BALANCE:  JANUARY 1                             164,700            147,300
                                                  -----------          --------
CASH BALANCE:  DECEMBER 31                          $448,181           $164,700
                                                  ===========          ========
Supplemental Information
      Interest Paid                                      $0                 $0
      Income Taxes Paid                                   0                  0

                                WEBCAPADES, INC.
                        FOOTNOTES TO FINANCIAL STATEMENTS
                           DECEMBER 31, 2003 AND 2002

BACKGROUND AND ACTIVITY

Webcapades,  Inc. was formed in 1998 in Chicago, Illinois. The Company's primary
focus has been to provide  online dating and  matchmaking  services  tailored to
specific  interests.  In 2001, the Company relocated to Clearwater,  Florida and
continued to expand its' world class online dating and matchmaking services. The
Company  currently  employs over 25 people and operates  websites that have been
ranked as some of the most popular sites in the world.

SIGNIFICANT ACCOUNTING POLICIES
Cash and equivalents

Cash held by Sun  Trust  Bank may at times  exceed  amounts  that are  federally
insured.  The  Company  does not believe it is exposed to any  substantial  risk
regarding excess cash balances.

Restricted Cash

The Company  currently  has cash in an escrow  account that is restricted by the
Company's  merchant  bank.  These funds have been placed in an interest  bearing
account at the First National Bank of Nevada in 2004.

Revenue Recognition

The Company recognizes  revenue from monthly  subscriptions at the time of sale.
The Company  recognizes revenue from six and twelve month contracts equally over
the term of the contract.

USE OF ESTIMATES

The  Company  follows  generally  accepted  accounting  principles  (GAAP).  The
preparation of financial  statements in conformity with GAAP requires management
to make  estimates  and  assumptions  that  affect the  amounts  reported in the
attached  financial  statements  and  accompanying  notes.  Actual results could
differ from estimates.

PREPAID EXPENSES

The Company  entered into agreements with various vendors in which they received
discounts  for prepaying for future  services and products.  These  expenses are
being recognized as they are incurred.

NOTES RECEIVABLE

                                                    2003             2002
                                               -----------       -----------
Ozona Online Network, Inc.
Note dated September 10, 2002. This
note is currently interest
only at 7.00%.                                    $75,000          $75,000

Ozona Online Network, Inc.
Note dated September 25, 2003. This
note is currently interest
only at 5.50%.                                     75,000                0

Dennison & King, P.L.
Noted is dated December 23, 2003.
The note calls for 60 payments
of $1,885, principal and interest
beginning in January of 2005.
The interest rate is 5.38%                         94,218                0
                                               -----------       -----------
Totals                                           $244,218          $75,000
                                               ===========       ===========
PROPERTY AND EQUIPMENT

Fixed assets are stated at Cost and are depreciated  over their estimated useful
life using the straight  line method.  Depreciation  expense for the years ended
December 31, 2003 and 2002 were $57,716 and $32,842 respectively.

Property and Equipment consists of the following:

                                              2003             2002
                                           --------         ---------
Office Equipment and Furniture              $98,458          $65,861
Production Equipment                        202,788          140,681
Leasehold Improvements                       16,992            4,887
Automobiles                                  42,581           42,581
                                           --------         ---------
                                           $360,819         $254,010
                                           ========         =========
INCOME TAXES

The Company has elected to be taxed under the  provisions of Subchapter S of the
internal  revenue code effective  January 1, 2000. Under those  provisions,  the
Company  does not pay federal  corporate  income  taxes on its  taxable  income.
Instead,  the stockholder is liable for individual federal income taxes on their
individual  income tax  returns.  It is expected  that the funds for these taxes
will be drawn from the Company.

PROFIT  SHARING  PLAN

The company  sponsors a profit sharing plan which is available to all employees.
Eligibility  requirements  are full time employees who worked six months and who
were employed as of the last day of the Plan Year.  The Company's  contributions
are  discretionary  and have been  $147,334  and  $111,137  for the years  ended
December 31, 2003 and 2002  respectively.  The Company also pays  administrative
costs relating to the Plan.

LEASING COMMITMENTS

The Company  currently  has two  separate  operating  leases for office space in
Clearwater,  Florida. The Company's primary lease expires on June 30, 2005 while
the lease on the second offices expires December 31, 2006.  Future minimum lease
payments required under these operating leases is as follows:

                                                    2004          $135,514
                                                    2005            85,579
                                                    2006            41,667

The Company currently  subleases a portion of its space to it's internet service
provider,  Ozona Online Network,  Inc. This leases commenced on July 1, 2002 and
expires June 30, 2005. The future minimum lease payments  receivable  under this
lease are:

                                                    2004           $16,292
                                                    2005             8,266

RENT EXPENSE

Rent  expense for the years ended  December  31, 2003 and 2002 were  $74,847 and
$69,383 respectively.

ADVERTISING EXPENSE

Advertising costs are expensed when incurred.  Advertising costs for the periods
ended December 31, 2003 and 2002 were $276,644 and $201,853 respectively.

                     ACCOMPANYING SUPPLEMENTAL INFORMATION

                                WEBCAPADES, INC.
                            SCHEDULE OF COST OF SALES
                 TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002

                                            2003                 2002
                                    ------------------    -----------------
                                      AMOUNT   PERCENT      AMOUNT  PERCENT
                                    ---------  -------    --------- -------
COST OF SALES
    Advertising                      $276,644    6.44%     $201,853   5.90%
    Commissions                        37,358    0.87%            0   0.00%
    Content Service                   102,454    2.38%       27,692   0.81%
    Credit Card Fees                  286,790    6.67%      251,904   7.36%
    Gateway Service Fees               40,785    0.95%       15,852   0.46%
    ISP Expenses                       91,653    2.13%       91,700   2.68%
    Miscellaneous Website Expenses     35,864    0.83%       11,140   0.33%
                                    ---------  -------    --------- -------
TOTAL DIRECT COSTS                   $871,548   20.28%     $600,141   17.53%
                                    =========  =======    ========= =======

                                WEBCAPADES, INC.
                         SCHEDULE OF OPERATING EXPENSES
                 TWELVE MONTHS ENDED DECEMBER 31, 2003 AND 2002

                                            2003                 2002
                                    ------------------    -----------------
                                      AMOUNT   PERCENT     AMOUNT   PERCENT
                                    ---------  -------    --------- -------
OPERATING EXPENSES
   Auto Expenses                       $1,788    0.04%       $3,111    0.09%
   Bank Charges                        12,588    0.29%       23,418    0.68%
   Collection Fees                      2,911    0.07%            0    0.00%
   Computer Expenses                    4,169    0.10%        3,189    0.09%
   Depreciation                        57,716    1.34%       32,842    0.96%
   Donations                              800    0.02%        1,250    0.04%
   Dues and Subscriptions               2,231    0.05%          486    0.01%
   Fringe Benefits                      7,214    0.17%            0    0.00%
   Group Insurance                     29,109    0.68%       10,981    0.32%
   Gifts                                9,396    0.22%        4,431    0.13%
   Insurance                            7,650    0.18%        1,554    0.05%
   Loss on Disposition of Assets            0    0.00%       27,799    0.81%
   Miscellaneous                       29,735    0.69%       10,261    0.30%
   Office Expenses                     24,745    0.58%       34,565    1.01%
   Outside Services                     1,969    0.05%            0    0.00%
   Payroll Tax Expense                 77,355    1.80%       73,802    2.16%
   Postage, Delivery and Freight        3,719    0.09%        4,083    0.12%
   Professional Development               917    0.02%        4,216    0.12%
   Professional Fees                   70,858    1.65%       21,492    0.63%
   Profit Sharing                     148,577    3.46%      112,849    3.30%
   Rent                                74,847    1.74%       69,383    2.03%
   Recruiting                          16,482    0.38%        8,470    0.25%
   Repairs and Maintenance              2,819    0.07%        1,995    0.06%
   Salaries                           948,095   22.06%    1,258,154   36.75%
   Subcontractors                           0    0.00%       56,250    1.64%
   Telephone                           24,555    0.57%       17,992    0.53%
   Travel & Entertainment              95,695    2.23%      112,951    3.30%
   Utilities                            3,567    0.08%        5,221    0.15%
                                    ---------  -------    --------- -------
TOTAL OPERATING EXPENSES           $1,659,506   38.62%   $1,900,745   55.52%
                                    =========  =======   ========== =======

To the Board of Directors and Stockholders
of Webcapades, Inc.
28050 US Highway 19 North
Clearwater, Florida 33761

We have audited the  accompanying  balance sheet of Webcapades,  Inc., a Florida
corporation,  as of June 30,  2004 , and the  related  statements  of profit and
loss,  retained  earnings,  and cash flows for the six months then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Webcapades, Inc. as of June 30,
2004,  and the results of its  operations  and its cash flows for the six months
then ended in conformity with accounting  principles  generally  accepted in the
United States of America.

Our audit was  conducted  for the  purpose  of  forming  an opinion on the basic
financial statements taken as a whole. The supplemental  information included in
schedules 1 and 2 is presented for purposes of additional  analysis and is not a
required  part of the basic  financial  statements.  Such  information  has been
subjected to the auditing procedures applied in the audit of the basic financial
statements  and, in our opinion,  is fairly  stated in all material  respects in
relation to the basic financial statements taken as a whole.

/S/ Poulos & Bayer
Chicago, Illinois
August 11, 2004

                                WEBCAPADES, INC.
                                  BALANCE SHEET
                                  JUNE 30, 2004

                                     ASSETS

CURRENT ASSETS
   Cash                                                 $868,962
   Employee Loan                                             859
   Notes Receivable                                        4,021
   Prepaid Expenses                                      315,035
                                                       ----------
TOTAL CURRENT ASSETS                                               $1,188,876

PROPERTY & EQUIPMENT
   Cost Basis                                           $382,876
   Less: Accumulated Depreciatio                         146,565
                                                       ----------
NET PROPERTY & EQUIPMENT                                              236,311

OTHER ASSETS
   Deposits                                               $3,300
   Notes Receivable                                      240,197
   Restricted Cash                                        98,750
                                                       ----------
TOTAL OTHER ASSETS                                                    342,248
                                                                  ------------
TOTAL ASSETS                                                       $1,767,434
                                                                  ============
          LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
   Accounts Payable                                     $111,568
   Defered Revenue                                       278,865
   Accrued Expenses                                       66,022
                                                       ----------
TOTAL CURRENT LIABILITIES                                            $456,456

OTHER LIABILITIES
   Deposits                                                             1,299

STOCKHOLDER'S EQUITY
   Common Stock(1,000 shares
   authorized, 1,000 shares issued
   and outstanding, $1.00 par value)                      $1,000
   Retained Earnings                                   1,308,680
                                                       ----------
TOTAL STOCKHOLDER'S EQUITY                                          1,309,680
                                                                  ------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY                         $1,767,434
                                                                  ============

                                WEBCAPADES, INC.
                         STATEMENT OF RETAINED EARNINGS
                         SIX MONTHS ENDED JUNE 30, 2004

BALANCE:  JANUARY 1                                    $1,078,318

NET PROFIT                                              1,535,095

DISTRIBUTION TO SHAREHOLDER                            (1,304,732)
                                                       -----------
BALANCE:  JUNE 30                                      $1,308,680
                                                       ===========

                                WEBCAPADES, INC.
                          STATEMENT OF PROFIT AND LOSS
                         SIX MONTHS ENDED JUNE 30, 2004

                                                  AMOUNT          PERCENT
                                              -----------         --------
SALES                                          $3,264,717         100.00%

COST OF SALES                                     825,527          25.29%
                                              -----------         --------
GROSS PROFIT                                   $2,439,189          74.71%

OPERATING EXPENSES                                915,072          28.03%
                                              -----------         --------
NET PROFIT BEFORE OTHER INCOME                 $1,524,117          46.68%

OTHER INCOME                                       10,978           0.34%
                                              -----------         --------
NET PROFIT                                     $1,535,095          47.02%
                                              ===========         ========

                                WEBCAPADES, INC.
                             STATEMENT OF CASH FLOWS
                         SIX MONTHS ENDED JUNE 30, 2004

CASH FLOWS FROM OPERATING ACTIVITIES
      Net Profit                                        $1,535,095
      Non-Cash Items Included in Net Profit
         Depreciation                                       40,088
      Other Changes:
      Prepaid Expenses                                     241,002
      Employee Loan                                           (859)
      Accounts Payable                                      23,025
      Deferred Revenue                                      89,279
      Accrued Expenses                                     (81,312)
                                                       ------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                           $1,846,319

CASH FLOWS FROM INVESTING ACTIVITIES
      Fixed Assets Acquired                                           (22,056)

CASH FLOWS FROM FINANCING ACTIVITIES
      Distribution to Shareholder                                  (1,304,732)
                                                                   -----------
NET CASH CHANGE                                                      $519,530

CASH BALANCE:  JANUARY 1                                              448,182
                                                                   -----------
CASH BALANCE:  JUNE 30                                               $967,712
                                                                   ===========
Supplemental Information
      Interest Paid                                                        $0
      Income Taxes Paid                                                     0

                                WEBCAPADES, INC.
                        FOOTNOTES TO FINANCIAL STATEMENTS
                                  JUNE 30, 2004

BACKGROUND AND ACTIVITY

Webcapades,  Inc. was formed in 1998 in Chicago, Illinois. The Company's primary
focus has been to provide  online dating and  matchmaking  services  tailored to
specific  interests.  In 2001, the Company relocated to Clearwater,  Florida and
continued to expand its' world class online dating and matchmaking services. The
Company  currently  employs over 25 people and operates  websites that have been
ranked as some of the most popular sites in the world.

SIGNIFICANT ACCOUNTING POLICIES

Cash and equivalents

Cash held by Sun  Trust  Bank may at times  exceed  amounts  that are  federally
insured.  The  Company  does not believe it is exposed to any  substantial  risk
regarding excess cash balances.

Restricted Cash

The Company  currently  has cash in an escrow  account that is restricted by the
Company's  merchant  bank.  These funds have been placed in an interest  bearing
account at the First National Bank of Nevada in 2004.

Revenue Recognition

The Company recognizes  revenue from monthly  subscriptions at the time of sale.
The Company  recognizes revenue from six and twelve month contracts equally over
the term of the contract.

USE OF ESTIMATES

The  Company  follows  generally  accepted  accounting  principles  (GAAP).  The
preparation of financial  statements in conformity with GAAP requires management
to make  estimates  and  assumptions  that  affect the  amounts  reported in the
attached  financial  statements  and  accompanying  notes.  Actual results could
differ from estimates.

PREPAID EXPENSES

The Company  entered into agreements with various vendors in which they received
discounts  for prepaying for future  services and products.  These  expenses are
being recognized as they are incurred.

NOTES RECEIVABLE

Ozona Online Network, Inc.
Note dated September 10, 2002.  This note is currently interest
only at 7.00%.                                                         $75,000

Ozona Online Network, Inc.
Note dated September 25, 2003.  This note is currently interest
only at 5.50%.                                                          75,000

Dennison & King, P.L.
Noted is dated December 23, 2003.  The note calls for 60 payments
of $1,885, principal and interest beginning in January of 2005.
The interest rate is 5.38%                                              94,218
                                                                      ---------
      Totals                                                          $244,218
                                                                      =========

PROPERTY AND EQUIPMENT

Fixed assets are stated at Cost and are depreciated  over their estimated useful
life using the  straight  line method.  Depreciation  expense for the six months
June 30, 2004 was $40,088.

Property and Equipment consists of the following:

                      Office Equipment and Furniture             $102,639
                      Production Equipment                        220,664
                      Leasehold Improvements                       16,992
                      Automobiles                                  42,581
                                                                 --------
                                                                 $382,876
                                                                 ========
INCOME TAXES

The Company has elected to be taxed under the  provisions of Subchapter S of the
internal  revenue code effective  January 1, 2000. Under those  provisions,  the
Company  does not pay federal  corporate  income  taxes on its  taxable  income.
Instead,  the stockholder is liable for individual federal income taxes on their
individual  income tax  returns.  It is expected  that the funds for these taxes
will be drawn from the Company.

PROFIT SHARING PLAN

The company  sponsors a profit sharing plan which is available to all employees.
Eligibility  requirements  are full time employees who worked six months and who
were employed as of the last day of the Plan Year.  The Company's  contributions
are discretionary.  The Company also pays  administrative  costs relating to the
Plan.

LEASING COMMITMENTS

The Company  currently  has two  separate  operating  leases for office space in
Clearwater,  Florida. The Company's primary lease expires on June 30, 2005 while
the lease on the second offices expires December 31, 2006.  Future minimum lease
payments required under these operating leases is as follows:

                                                    2004           $84,401
                                                    2005            85,579
                                                    2006            41,667

The Company currently  subleases a portion of its space to it's internet service
provider,  Ozona Online Network,  Inc. This leases commenced on July 1, 2002 and
expires June 30, 2005. The future minimum lease payments  receivable  under this
lease are:

                                                    2004            $8,266
                                                    2005             8,266

RENT EXPENSE

Rent expense for the six months ended June 30, 2004 was $52,719.

ADVERTISING EXPENSE

Advertising  costs are expenses  when  incurred.  Advertising  costs for the six
months ended June 30, 2004 were $489,015.

                     ACCOMPANYING SUPPLEMENTAL INFORMATION

                                WEBCAPADES, INC.
                            SCHEDULE OF COST OF SALES
                         SIX MONTHS ENDED JUNE 30, 2004

                                                AMOUNT            PERCENT
                                             ----------         ---------
COST OF SALES
    Advertising                               $489,015            14.98%
    Commissions                                 25,939             0.79%
    Content Service                             34,852             1.07%
    Credit Card Fees                           171,684             5.26%
    Gateway Service Fees                        20,511             0.63%
    ISP Expenses                                64,100             1.96%
    Miscellaneous Website Expenses              19,427             0.60%
                                             ----------         ---------
TOTAL DIRECT COSTS                            $825,527            25.29%
                                             ==========         =========

                                WEBCAPADES, INC.
                         SCHEDULE OF OPERATING EXPENSES
                         SIX MONTHS ENDED JUNE 30, 2004

                                               AMOUNT            PERCENT
                                             ----------         ---------
OPERATING EXPENSES
   Auto Expenses                                  $923             0.03%
   Bank Charges                                 15,655             0.48%
   Collection Fees                               1,342             0.04%
   Depreciation                                 40,088             1.23%
   Donations                                       200             0.01%
   Dues and Subscriptions                        4,981             0.15%
   Group Insurance                              27,380             0.84%
   Gifts                                           258             0.01%
   Insurance                                     3,916             0.12%
   Miscellaneous                                23,896             0.73%
   Office Expenses                              10,467             0.32%
   Payroll Tax Expense                          56,421             1.73%
   Postage, Delivery and Freight                 2,525             0.08%
   Professional Development                        524             0.02%
   Professional Fees                             2,468             0.08%
   Profit Sharing                                  450             0.01%
   Rent                                         52,719             1.61%
   Recruiting                                    4,459             0.14%
   Repairs and Maintenance                         146             0.00%
   Salaries                                    620,304            19.00%
   Telephone                                     1,807             0.06%
   Travel & Entertainment                       42,708             1.31%
   Utilities                                     1,434             0.04%
                                             ----------         ---------
TOTAL OPERATING EXPENSES                      $915,072            28.03%
                                             ==========         =========