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 : FEBRUARY 21, 2005

                       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


                            100 North Waukegan Road
                                    Suite 100
                           Lake Bluff, Illinois 60044
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                                 (847) 615-2890
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))

<PAGE>

Item 1.01  Entry into a Material Definitive Agreement.

Ozona Online, Inc. Acquisition

     On February 21, 2005, CGI Holding  Corporation,  a Nevada  corporation (the
"Company")  entered into an agreement (the "Ozline  Agreement") by and among the
Company,  Ozline  Acquisition Sub, Inc., a Florida  corporation and wholly owned
subsidiary of the Company,  Ozona Online  Network,  Inc., a Florida  corporation
("Ozline"),  Richard Anderson and Suzanne M. Wilkins, the shareholders of Ozline
(the  "Ozline  Stockholders").  Ozline is in the  business of  providing  online
services including web design, custom web-based applications,  database systems,
managed  and  shared  hosting  solutions,  e-commerce  and  high-speed  business
Internet access.  Pursuant to the Ozline  Agreement,  Ozline was merged with and
into Ozline  Acquisition Sub and became a wholly owned subsidiary of the Company
(the "Ozline  Surviving  Corporation").  As  consideration  for the merger,  the
Ozline Stockholders  received an aggregate of $300,000 in cash and 75,538 shares
of  Company  common  stock.  In  addition,  the  Company  issued  to the  Ozline
Stockholders  warrants  to  purchase an  aggregate  of 60,000  shares of Company
common stock.  Further, the Ozline Stockholders may receive an aggregate earnout
payment of up to $200,000 based on the pre-tax  earnings of the Ozline Surviving
Corporation for the first eight full calendar quarters following the closing.

     Employment Agreement with Paul Widisky

     As more fully  described  in item 2.01 below,  on February  21,  2005,  the
Company  entered  into an  agreement  (the  "PPI  Agreement")  by and  among the
Company,  PPI  Acquisition  Sub,  Inc., a Florida  corporation  and wholly owned
subsidiary of the Company,  Personals Plus, Inc., a Florida corporation ("PPI"),
and Paul  Widisky,  the sole  shareholder  of PPI.  Upon the  closing of the PPI
Agreement,  Mr.  Widisky  entered  into an  employment  agreement  with  the PPI
Surviving  Corporation  (as  defined  below)  and the  Company's  Cherish,  Inc.
subsidiary, pursuant to which Mr. Widisky was hired as Vice President of Product
Development of Cherish and as the Chief  Executive  Officer of the PPI Surviving
Corporation.

     The  Widisky  employment  agreement  provides  for  the  following:  (i) an
employment  term ending on December 31, 2008; (ii) base salary equal to $169,000
per  annum;  (iii)  other  benefits  that are  generally  available  to the vice
presidents of Cherish;  (iv) a  non-competition  and  non-solicitation  covenant
during  the  term of the  employment  agreement  and for a period  of two  years
thereafter;  (v) termination of the employment  agreement (A) automatically upon
the death of Mr.  Widisky,  (B) by Cherish or the PPI Surviving  Corporation for
cause or the disability of Mr. Widisky,  or (C) by Mr. Widisky if he is asked to
relocate to a different geographic area, does not accept such relocation,  and a
suitable position cannot be arranged at his current location; and (vi) severance
equal to all amounts that would have become due and owing  through  December 31,
2008 if the PPI  Surviving  Corporation  or Cherish  terminates  the  employment
agreement other than for cause or the disability of Mr. Widisky.

<PAGE>

Item 2.01  Completion of Acquisition or Disposition of Assets.

     On  February  21,  2005,  the  Company  acquired  PPI  pursuant  to the PPI
Agreement.  PPI is in the  business of owning and  operating  online  dating and
relationship  websites.  Pursuant to the PPI Agreement,  PPI was merged with and
into PPI  Acquisition  Sub and became a wholly owned  subsidiary  of the Company
(the "PPI Surviving Corporation"). Immediately following the merger, the Company
contributed  all of the stock of the PPI Surviving  Corporation  to its Cherish,
Inc.  subsidiary.   As  consideration  for  the  merger,  Mr.  Widisky  received
$2,262,500 in cash and 426,244 shares of Company common stock. In addition,  the
Company issued to Mr. Widisky warrants to purchase an aggregate of 60,000 shares
of Company common stock.  Further,  Mr. Widisky may receive an aggregate earnout
payment of up to  $450,000  based on the pre-tax  earnings of the PPI  Surviving
Corporation for the first eight full calendar quarters following the closing.


Item 9.01         Financial Statements and Exhibits

     (a) Financial Statements of the Businesses Acquired.

     The financial  statements  required by this item will be filed by amendment
     to this Form 8-K within seventy one (71) days of February 21, 2005.

     (b) Pro Forma Financial Information

     The pro forma financial  information required by this item will be filed by
     amendment  to this Form 8-K within  seventy one (71) days of  February  21,
     2005.

     (c) Exhibits

     2.1 Agreement by and among the Company, PPI Acquisition Sub, Inc. (a wholly
     owned  subsidiary of the Company),  Personals  Plus, Inc. and Paul Widisky,
     dated February 21, 2005

     99.1  Press  Release  dated  February  22,  2005   announcing   closing  of
     acquisition of Ozona Online Network, Inc.

     99.2  Press  Release  dated  February  22,  2005   announcing   closing  of
     acquisition of Personals Plus, Inc.


                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated:   February 24, 2005

                                   CGI HOLDING CORPORATION.

                                   By:  /s/ Gerard M. Jacobs
                                   -------------------------
                                   Name: Gerard M. Jacobs
                                   Title: President and Chief Executive Officer

<PAGE>

                                  EXHIBIT 2.1


                                                                 EXECUTION COPY

                                    AGREEMENT

     This Agreement (the  "Agreement")  made and entered into as of February 21,
2005, by and among CGI HOLDING  CORPORATION,  a Nevada corporation  ("CGI"), PPI
ACQUISITION SUB, INC., a Florida  corporation and wholly owned subsidiary of CGI
("PPI Acquisition Sub"), PERSONALS PLUS, INC., a Florida corporation ("Personals
Plus"),  and PAUL WIDISKY ("Paul").  Paul is sometimes referred to herein as the
"Stockholder".  CGI, PPI Acquisition Sub, Personals Plus, and Paul are sometimes
referred to herein each,  individually,  as a "Party" and, collectively,  as the
"Parties".

                                   WITNESSETH:

     WHEREAS,  Personals  Plus is  engaged  in  personal  relationship  web site
business activities (collectively, the "Business"); and

     WHEREAS, the Boards of Directors of CGI, PPI Acquisition Sub, and Personals
Plus have each approved this Agreement and the merger of Personals Plus with and
into PPI  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
                                       1
                                   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.

     "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 Personals Plus 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 Personals Plus, or any trade or business (whether or not
incorporated)  which is a member of a controlled  group or which is under common
control with Personals  Plus,  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. para.
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 Personals  Plus
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
Personals Plus 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 Personals Plus as
tenant, together with, to the extent leased by Personals Plus, all buildings and
other  structures,  facilities or  improvements  currently or hereafter  located
thereon,  all fixtures,  systems,  equipment  and items of personal  property of
Personals Plus 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
Personals  Plus  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 Personals Plus that,  individually  or in the aggregate with any
other circumstances,  changes in, or effects on, the Business or Personals Plus:
(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 PPI  Acquisition  Sub to operate or conduct the
Business  in the  manner in which it is  currently  operated  or  conducted,  or
contemplated to be conducted.

     "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  Personals  Plus
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 Personals Plus 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  Personals  Plus 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.

     "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 Personals  Plus 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 Paul to Gerard M.  Jacobs,
President and Chief Executive Officer of CGI.

     "Webcapades"   means  Webcapades,   Inc.,  a  Florida   corporation  and  a
wholly-owned subsidiary of WebSourced.

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

                                     ARTICLE
                                       2
                                   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, Personals Plus shall be merged with and into PPI Acquisition Sub.
From and after the Effective Time, the separate corporate existence of Personals
Plus shall cease and PPI  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.  PPI  Acquisition  Sub,  as  the  surviving
corporation  after the  Merger,  is  hereinafter  sometimes  referred  to as the
"Personals Plus 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 Personals Plus and PPI  Acquisition  Sub shall vest in
the Personals Plus Surviving Corporation,  and all of the debts, liabilities and
duties of  Personals  Plus and PPI  Acquisition  Sub  shall  become  the  debts,
liabilities and duties of the Personals Plus 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 PPI  Acquisition  Sub  immediately  prior  to the
Effective  Time shall be the Articles of  Incorporation  and Bylaws of Personals
Plus Surviving Corporation until amended in accordance with the respective terms
thereof.

     2.5  Directors  and Officers.  The  directors of Personals  Plus  Surviving
Corporation shall be Paul, Gerard M. Jacobs and Scott P. Mitchell,  each to hold
office in accordance  with the Articles of  Incorporation  and the Bylaws of PPI
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 PPI Acquisition  Sub's Articles 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 Personals  Plus' common stock,  par
value $1 per share  ("Personals  Plus  Common  Stock")  issued  and  outstanding
immediately  prior to the Effective Time other than any shares of Personals Plus
Common Stock to be canceled and retired pursuant to Section 2.7 ("Personals Plus
Shares")  shall be  converted  automatically  into the right to receive,  in the
aggregate:  Two Million Two Hundred  Sixty Two  Thousand  Five  Hundred  Dollars
($2,262,500)  in cash (the "Cash  Consideration");  shares of CGI  Common  Stock
having an aggregate  value of Two Million Two Hundred  Sixty Two  Thousand  Five
Hundred  Dollars  ($2,262,500)  such stock to be valued at the  average  closing
price  per  share of CGI  Common  Stock on the five  trading  days  prior to the
Closing Date as hereafter defined (the "Stock  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  Personals  Plus  Shares 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 Personals Plus 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 Personals Plus capital
stock (collectively,  the "Personals Plus 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  Personals  Plus Shares and,  after the Effective
Time,  there shall be no further  registration  or transfers  of Personals  Plus
Shares.  If after the  Effective  Time,  any  Personals  Plus  Certificates  are
presented to Personals Plus Surviving  Corporation for any reason, they shall be
cancelled  and exchanged as provided in this Section 2.6 and Exhibit 2.6. If any
Personals Plus Certificates  representing  Personals Plus 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 Personals Plus 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 Personals Plus Common Stock either held in Personals Plus's treasury or
owned by any direct or  indirect  wholly  owned  subsidiary  of  Personals  Plus
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 Stockholder,
at the Stockholder's sole expense, shall take all actions necessary to cause all
capital stock of Personals  Plus other than the Personals Plus Common Stock held
by  the  Stockholder  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  Personals  Plus
Common Stock, to be cancelled, extinguished and terminated.

     2.9 Capital Stock of  Acquisition  Subs.  Each share of common stock of PPI
Acquisition Sub, par value $0.01 per share ("PPI  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 Personals  Plus Surviving  Corporation,  par value $0.01 per share.
From and after the Effective Time, each stock certificate of PPI Acquisition Sub
that  previously  represented  shares of PPI  Acquisition Sub Common Stock shall
evidence ownership of an equal number of shares of common stock of the Personals
Plus 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  Personals
Plus's  aggregate cash in its checking and savings  accounts does not exceed the
aggregate  amount  of all  Indebtedness  and  Liabilities  shown on the  Audited
Personals  Plus Balance  Sheet on the Closing Date by at least Two Hundred Fifty
Thousand  Dollars  ($250,000),  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 Personals  Plus by any of the  Stockholder
after November 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
Two Million Two Hundred  Sixty Two Thousand  Five Hundred  Dollars  ($2,262,500)
valued  at the  average  closing  price per  share of CGI  Common  Stock on five
trading days prior to the Closing Date.

     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
Personals Plus  Surviving  Corporation  full right,  title and possession of all
properties,  assets, rights, privileges, powers and franchises of Personals Plus
and PPI  Acquisition  Sub, the officers and directors of Personals  Plus and the
Personals  Plus  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 PPI Acquisition Sub to perform
all  of  its  obligations  relating  to  this  Agreement  and  the  transactions
contemplated hereby.

                                     ARTICLE
                                       3
                             CONSIDERATION; CLOSING

     3.1 Consideration.

          (a) As consideration for the Merger, the Stockholder 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 10:00 a.m. on February
21,  2005,  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
                                       4
                        REPRESENTATIONS AND WARRANTIES OF
                       THE STOCKHOLDER AND PERSONALS PLUS

     The Personals Plus Disclosure  Schedule  attached  hereto (the  "Disclosure
Schedule")   identifies   by  Section  and   Subsection   any   exception  to  a
representation  or  warranty  in this  Article 4. In order to induce CGI and PPI
Acquisition Sub to enter into this Agreement and to consummate the  transactions
contemplated  hereby,  the Stockholder and Personals Plus each hereby  represent
and warrant to each of CGI and PPI Acquisition Sub as follows:


     4.1  Organization and  Qualification.  Personals Plus 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 Personals  Plus.
All of the issued and  outstanding  shares of Personals  Plus capital stock were
issued in compliance in all material  respects with all  applicable  federal and
state securities laws and are owned solely by the Stockholder.

     4.2  Subsidiaries  and  Affiliates.   Personals  Plus  does  not  have  any
Subsidiaries,  and  Personals  Plus does not own,  directly or  indirectly,  any
equity  or  other  ownership  interests  of any  Person.  Personals  Plus 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 Personals Plus as amended
and in effect on the date hereof,  (b) the By-Laws of Personals  Plus as amended
and in effect on the date hereof,  and (c) the minute  books of Personals  Plus,
have been previously made available to CGI and PPI 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  Personals  Plus  from  the  date  of  its
incorporation to the date hereof.

     4.4 Authorization;  Enforceability.  Personals Plus 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.  Personals Plus 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 or he is a party and the
consummation of the transactions  contemplated herein and therein have been duly
authorized  and approved by  Personals  Plus and the  Stockholder,  and no other
action on the part of Personals Plus or the Stockholder is necessary in order to
give  effect  thereto.  This  Agreement  and each of the other  Documents  to be
executed  and  delivered by Personals  Plus and the  Stockholder  have been duly
executed  and  delivered  by,  and  constitute  the  legal,  valid  and  binding
obligations  of,   Personals  Plus  and  the  Stockholder,   respectively,   are
enforceable  against Personals Plus and the Stockholder 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
Personals Plus and the  Stockholder of this Agreement and the other Documents to
be  executed  and  delivered  by  Personals  Plus and the  Stockholder,  (b) the
consummation  by  Personals  Plus  and  the  Stockholder  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 Personals  Plus and the  Stockholder  at the Closing,
will (1) conflict  with or violate the Articles of  Incorporation  or By-Laws of
Personals Plus, (2) conflict with or violate any Law, Order or Permit applicable
to  Personals  Plus or any of the  Stockholder,  or by  which  Personals  Plus's
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  Personals  Plus's 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  Personals  Plus
pursuant to, any  Contract,  Permit or other  instrument  or obligation to which
Personals Plus is a party or by which Personals Plus 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 Personals
Plus.

     4.6  Governmental  Consents  and  Approvals.  The  execution,  delivery and
performance of this Agreement and the other  Documents by Personals Plus and the
Stockholder  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 Personals  Plus
consists of Ten Thousand  (10,000)  shares of Personals Plus Common Stock. As of
the date hereof Five Hundred  (500)  shares of Personals  Plus Common Stock were
issued and  outstanding  (the  "Personals  Plus Shares"),  and no Personals Plus
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
Personals  Plus   authorized,   issued,   reserved  for  issuance  or  otherwise
outstanding  at the Closing.  All of the  outstanding  Personals Plus 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  Personals  Plus  having the right to vote (or  convertible  into  securities
having the right to vote) on any matters on which stockholders of Personals Plus
may vote. There are no outstanding securities, options, warrants, calls, rights,
commitments, agreements, arrangements or undertakings of any kind (contingent or
otherwise) to which Personals Plus is a party or bound obligating Personals Plus
to issue, deliver or sell, or cause to be issued,  delivered or sold, additional
shares  of  capital  stock or  other  voting  securities  of  Personals  Plus or
obligating Personals Plus 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 Personals Plus 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  Personals  Plus which will
survive the Closing

     4.8 Financial  Statements.  Personals Plus has previously furnished or made
available  to CGI and  PPI  Acquisition  Sub  the  unaudited  balance  sheet  of
Personals  Plus as of November 30, 2004 (the  "Unaudited  Personals Plus Balance
Sheet"),  and the  related  statements  of income  and cash flow for the  eleven
months ended November 30, 2004,  the unaudited  balance sheets of Personals Plus
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
Personals  Plus  Financial  Statements").  All  such  Unaudited  Personals  Plus
Financial Statements fairly present the financial condition of Personals Plus 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 November 30,
2004, except as permitted by Section 6.4(a) and Article 8, 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 Personals Plus.

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  Personals
Plus 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) Personals Plus has made available to CGI and PPI  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)  Personals  Plus  has  delivered  or  made  available  to CGI  and  PPI
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  Personals  Plus nor, to the Knowledge of Personals  Plus,
     any other  party to such  Lease,  is in breach or default  in any  material
     respect,  and, to the  Knowledge of Personals  Plus,  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  Personals  Plus  (the  "Tangible  Personal
Property").

     (b)  Personals  Plus  has  delivered  or  made  available  to CGI  and  PPI
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;

          (2) neither  Personals  Plus nor, to the Knowledge of Personals  Plus,
     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 Personals  Plus 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  Personals  Plus and its
stockholders;  (c) resolved to recommend to the  stockholders  of Personals Plus
(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 Personals Plus for their approval
and adoption.

     4.13  Insurance.  Personals Plus has furnished or made available to CGI and
PPI  Acquisition  Sub true and  complete  copies of all  insurance  policies and
fidelity  bonds  covering  the  assets,  business,  equipment,   properties  and
operations of Personals Plus 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 Personals  Plus 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 Personals  Plus, no basis exists for any such  adjustment;  (e)
there are no pending or, to the Knowledge of Personals Plus,  threatened actions
or proceedings for the assessment or collection of Taxes against  Personals Plus
or (insofar as either  relates to the  activities or income of Personals Plus or
the Business or could  result in  Liability  of  Personals  Plus on the basis of
joint and/or  several  liability)  any  corporation  that was  includible in the
filing of a return with Personals Plus on a consolidated or combined basis;  (f)
no consent  under  Section  341(f) of the Code has been  filed  with  respect to
Personals Plus; (g) there are no Tax Liens on any assets of Personals Plus or of
the Business; and (h) Personals Plus 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  Personals  Plus is  accurately  stated  in that  certain  letter  re:
employees  dated  the date of this  Agreement  from Paul 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  Personals  Plus and any  current or former
stockholder, officer, director, employee or consultant.

     (c)

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

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

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

          (4) Personals Plus 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 Personals Plus and are not liable for any
     arrears of wages, taxes, penalties or other sums for failure to comply with
     any of the foregoing;

          (5) Personals Plus 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  Personals  Plus's
     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 Personals Plus;

          (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 Personals Plus; 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 Personals Plus has employed or currently  employs any
     Person.

     4.17  Employee  Benefit  Plans.  Schedule  4.17  lists all  Personals  Plus
Employee  Plans.  Personals  Plus has provided or made  available to CGI and PPI
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 Personals Plus Employee
Plan.  There are no restrictions on the ability of the sponsor of each Personals
Plus Employee  Plan to amend or terminate  any Personals  Plus Employee Plan and
each  Personals  Plus Employee Plan may be  transferred by Personals Plus or its
respective ERISA Affiliate to the Personals Plus Surviving Corporation.

     4.18  Environmental  Matters.  (a)  Personals  Plus  has all  Environmental
Permits which are required  under  Environmental  Laws, (b) Personals Plus is in
compliance  with all terms and  conditions of such  Environmental  Permits,  (c)
Personals  Plus 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  Personals  Plus' 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) Personals  Plus has taken all actions  reasonably  necessary
under applicable  requirements of Environmental  Law to register any products or
materials  required to be  registered  by Personals  Plus (or any of its agents)
thereunder.

     4.19 Certain Interests.

     (a) No officer,  director or stockholder of Personals Plus, 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  Personals  Plus,  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 Personals Plus
     uses or has used in the conduct of the Business or otherwise; or

          (3) has outstanding any Indebtedness to Personals Plus.

     (b)  Personals  Plus  has  no  Indebtedness,  Liabilities,  nor  any  other
obligation of any nature whatsoever to, any officer,  director or stockholder of
Personals  Plus 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 Personals Plus's Knowledge,  threatened,  against, relating to or
affecting  Personals Plus or the Business before any Court,  Governmental Agency
or any arbitrator or mediator. Neither Personals Plus nor any of the Stockholder
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  Personals  Plus 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, Personals
Plus  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.  Personals Plus's Inventories  reflected in the Unaudited
Personals Plus Financial Statements,  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.  Personals Plus's  Receivables  reflected in the compiled
Personals  Plus  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.  The Stockholder:
(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  September 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,  Webcapades and PPI 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;  (f) has never  been  charged,  indicted  or
convicted of any criminal offense,  excepting only minor traffic violations; and
(g) is  acquiring  the shares of CGI Common  Stock  issued as part of the Merger
Consideration,  in good  faith  solely  for his own  account  with  the  present
intention  of  holding  such  shares  for  purposes  of  investment,   and  such
Stockholder  is not  acquiring  such shares  with a view to or for  subdivision,
distribution, fractionalization or distribution thereof, in whole or in part, or
as  an  underwriter  or  conduit  to  other  beneficial   owners  or  subsequent
purchasers.

     4.25  Brokers.  Neither  Personals  Plus  nor any of the  Stockholder  have
employed any financial advisor, broker or finder, and neither Personals Plus nor
any of the  Stockholder  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.

     4.26 Cash on Hand. On the Closing Date Personals  Plus's  aggregate cash in
its checking and money market  accounts will exceed the aggregate  amount of all
Indebtedness and Liabilities shown on the Unaudited Personals Plus Balance Sheet
as  of  the  Closing  Date  by at  least  Two  Hundred  Fifty  Thousand  Dollars
($250,000).

     4.27 Indebtedness and Liabilities.  On the Closing Date Personals Plus 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  Personals  Plus 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
Personals Plus Balance Sheet subject only to minor adjustments in liability line
items incurred in the ordinary course of Personals  Plus' business  between June
30, 2004 and the Closing Date ("Approved Liabilities").

     4.28 Material  Information.  All material information  concerning Personals
Plus has been provided by the Stockholder to CGI and PPI Acquisition Sub.

                                     ARTICLE
                                       5
                        REPRESENTATIONS AND WARRANTIES OF
                           CGI AND PPI ACQUISITION SUB

     In order to induce the  Stockholder  and Personals  Plus to enter into this
Agreement and to consummate the transactions  contemplated  hereby,  CGI and PPI
Acquisition  Sub represent and warrant to the  Stockholder and Personals Plus as
follows:

     5.1 Organization and Qualification. Each of CGI, WebSourced, Webcapades and
PPI 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,  Webcapades  and  PPI  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,
Webcapades or PPI Acquisition Sub. Each of CGI,  WebSourced,  Webcapades and PPI
Acquisition  Sub has made available to the  Stockholder and Personals Plus true,
complete and correct copies of its Articles of Incorporation and Bylaws, each as
amended to date. None of CGI,  WebSourced,  Webcapades or PPI 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,  PPI  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)
32,484,023 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) 10,474,569  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. None of
CGI, WebSourced,  Webcapades or PPI 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 PPI  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 PPI 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 PPI  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 PPI  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 PPI Acquisition Sub of this Agreement and the other Documents to be executed
and delivered by each of CGI and PPI Acquisition  Sub, (b)  consummation by each
of CGI  and  PPI  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 PPI  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 PPI
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,  Webcapades  or its
subsidiaries,  or any of the  Acquiring  Corporations  which  management  of CGI
believes could  individually or in the aggregate have a material  adverse impact
upon CGI, WebSourced, Webcapades or PPI Acquisition Sub.

     5.7  Interim  Operations.  PPI  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 PPI Acquisition Sub has employed any financial
advisor,  broker or finder, and neither CGI nor PPI 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,  Webcapades  and  PPI  Acquisition  Sub  has  been  provided  to the
Stockholder.

     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
                                       6
                                    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,  Personals  Plus  covenants and
agrees that it shall  conduct the Business  only in the  ordinary  course of its
Business  consistent  with past  practices,  and  Personals  Plus  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 Stockholder shall be permitted to cause Personals Plus to transfer
to the  Stockholder  any cash in excess of that required for  Personals  Plus to
comply with Section 4.26.  Except as set forth in the preceding  sentence,  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 Personals Plus and/or the Stockholder,
nor shall there be any  unusual  cash  withdrawals,  unusual  payments,  unusual
contracts or contract  provisions,  or other  unusual  transactions  or business
practices involving Personals Plus and/or the Stockholder.

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

     (c) Personals  Plus and the  Stockholder  agree that during the period from
the date of signing of this Agreement until the Closing Date, Personals Plus and
the  Stockholder  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 Personals Plus's Business or assets, the sale of
the stock of Personals Plus, 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 Personals Plus and the
Stockholder if the Closing has not occurred by February 21, 2005.


                                     ARTICLE
                                       7
                               EMPLOYMENT MATTERS

     7.1 Employment Status. 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 Personals Plus Surviving Corporation prior to the Merger, except as
follows:

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

     (b) on or before the Closing  Date,  Paul,  Ann  Levengood  and Dan Jordon,
shall enter into Employment Agreements in the form of Exhibit 7.1(b)(1), Exhibit
7.1(b)(2) and Exhibit 7.1(b)(3), respectively.

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

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

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

     (1) amend the Articles of  Incorporation  or By-laws of the Personals  Plus
Surviving Corporation;

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

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

     (4) elect or remove  corporate  officers of the  Personals  Plus  Surviving
Corporation;

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

     (7) issue securities of the Personals Plus 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 the Personals Plus Surviving Corporation;

     (8) register any securities of the Personals Plus Surviving Corporation;

     (9) merge,  consolidate or combine the Personals Plus Surviving Corporation
with any other corporation, partnership or other entity;

     (10) sell assets of the Personals Plus 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 the  Personals  Plus  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 the Personals Plus 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  the  Personals  Plus  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 the Personals Plus Surviving
Corporation,  or by any relative of any employee of the Personals Plus Surviving
Corporation;

     (15) create any committee of the Board of Directors,  or change a committee
of the Board of Directors, of the Personals Plus 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 the  Personals  Plus  Surviving  Corporation's  annual
budget approved in accordance with this Section);

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

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

     (19) retain independent certified public accountants to audit the books and
financial records of the Personals Plus 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  the  Personals  Plus  Surviving
Corporation; and

     (c) Paul will report directly to Scott P. Mitchell, the President and Chief
Executive Officer of Webcapades, or his successor.

                                     ARTICLE
                                        8
                             PRE-CLOSING ASSIGNMENTS

     8.1 Sale and Assignment of Intellectual  Property.  The Stockholder  hereby
sells, conveys,  gives, grants,  assigns and transfers to Personals Plus any and
all rights,  titles and interests of any nature  whatsoever which he may have in
or to the  ownership or use of any and all  Intellectual  Property and Web Sites
used in or associated with Personals Plus or the Business.

     8.2 Sale and Assignment of All Internet  Interests.  The Stockholder hereby
sells, conveys,  gives, grants,  assigns and transfers to Personals Plus any and
all rights, titles and interests of any nature whatsoever,  legal or beneficial,
active or passive, which he 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 Stockholder that it
is the intent of the Parties and of this Agreement that following the Merger the
Stockholder's  only Business  Interests of any nature  whatsoever  involving the
internet will be his interest in CGI,  WebSourced,  Webcapades and the Personals
Plus Surviving Corporation.

     8.3 Further Assurances.  The Stockholder hereby agrees that, at the Closing
and from time to time following the Closing,  the Stockholder  shall execute and
deliver  (and shall  cause any  Affiliate  of the  Stockholder  to  execute  and
deliver)  such  documents and  instruments  as may be requested by the Personals
Plus  Surviving   Corporation  to  transfer  to  the  Personals  Plus  Surviving
Corporation,  or to confirm the Personals Plus Surviving Corporation's ownership
of, any assets used or held for use by  Personals  Plus in  connection  with its
conduct of the Business prior to the Closing.

                                     ARTICLE
                                       9
                                     EARNOUT

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

Certified Aggregate Earnout Period
Pre-Tax Earnings of the
Personals Plus Surviving Corporation                    Aggregate Earnout
Less than $2,500,000                                $           0
Between $2,500,000 and $3,499,999                   $     100,000
Between $3,500,000 and $4,499,999                   $     150,000
Between $4,500,000 and $5,499,999                   $     200,000
Between $5,500,000 and $6,499,999                   $     250,000
Between $6,500,000 and $7,499,999                   $     300,000
Between $7,500,000 and $8,499,999                   $     350,000
Between $8,500,000 and $9,499,999                   $     400,000
$9,499,999 or more                                  $     450,000

     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 Personals Plus Surviving Corporation. 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 Personals
Plus  Surviving  Corporation  no later than 60 days after the end of the Earnout
Period.  For  purposes of  calculating  the  Aggregate  Earnout  Period  Pre-Tax
Earnings of the Personals Plus Surviving  Corporation,  all compensation paid to
Paul,  Anne Levengood and Dan Jordon by any Affiliate of CGI shall be treated as
a compensation expense of the Personals Plus Surviving Corporation.

                                     ARTICLE
                                       10
                             REGISTRATION OF SHARES

     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 will grant the Stockholder  certain  registration rights with respect
to the Stock  Consideration  pursuant to a Registration  Rights Agreement in the
form  attached  hereto as Exhibit 10.1 (the  "Registration  Rights  Agreement"),
which will provide that,  subject to the compliance of the Stockholder  with the
terms and  conditions  of the  Registration  Rights  Agreement,  CGI 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 one
hundred  twenty (120) days following the Closing Date 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,  provided,  however,  that if on the
Closing Date CGI has another  registration  statement  pending with the SEC (the
"Pending Registration  Statement"),  then CGI shall not be obligated to file the
Registration Statement until sixty (60) days following the date that the Pending
Registration Statement, as the Pending Registration Statement may be amended, is
declared effective.

                                     ARTICLE
                                       11
                         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  Stockholder  and
Personals  Plus.  The  representations  and  warranties of the  Stockholder  and
Personals Plus 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  Stockholder  and Personals Plus on or before the Closing shall have been
complied with, and CGI and PPI Acquisition Sub shall have received a certificate
from the Stockholder and Personals Plus to such effect signed by the Stockholder
and by a duly authorized officer of Personals Plus.

     (b)  Representations,  Warranties and Covenants of CGI and PPI  Acquisition
Sub. The  representations  and warranties of each of CGI and PPI 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 PPI  Acquisition  Sub on or before the Closing  shall have been complied
with, and Personals Plus shall have received a certificate to such effect signed
by a duly authorized officer of CGI and PPI Acquisition Sub.

     (c) No Adverse Change of Personals Plus. 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 Personals Plus.

     (d) No Adverse  Change of CGI,  WebSourced,  Webcapades or PPI  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, Webcapdes or PPI 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.

     (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
Personals  Plus shall be pending,  and  Personals  Plus shall not have taken any
action in  contemplation  of, or which  would  constitute  the  basis  for,  the
institution of any such proceedings.

     (h) Personals Plus Shares.  The Stockholder shall have delivered  Personals
Plus Certificates evidencing all of the Personals Plus 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 Personals Plus, CGI and PPI 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 Personals  Plus
shall have been delivered to PPI Acquisition Sub, as applicable; and

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

     (k) Cash in Excess of Liabilities.  Personals Plus shall demonstrate to CGI
and PPI Acquisition Sub that on the Closing Date Personals Plus's aggregate cash
in its  checking  and savings  accounts  exceeds by at least Two  Hundred  Fifty
Thousand   Dollars   ($250,000)  the  aggregate   amount  of  Personals   Plus's
Indebtedness  and  Liabilities  on the  Closing  Date (or, at  Personals  Plus's
election,  the Cash  Consideration  may be adjusted  downward in accordance with
Section 2.10).

     (l) Audited Financial Statements.  Blackman Kallick Bartelstein LLP ("BKB")
shall have delivered to CGI audited  financial  statements of Personals Plus for
2002,  2003 and the first three  quarters of 2004,  prepared in accordance  with
GAAP,  and  accompanied  by a signed,  unqualified  opinion of BKB (the "Audited
Selling  Corporations  Financial  Statements"),  and an audited balance sheet of
Personals  Plus as of  November  30,  2004 (the  "Audited  Selling  Corporations
Balance Sheet"), and such Audited Selling Corporations  Financial Statements and
Audited Selling  Corporations  Balance Sheet shall be consistent,  in CGI's sole
discretion,  with the Unaudited Selling  Corporations  Financial  Statements and
Unaudited  Selling  Corporations  Balance  Sheets  which  have  previously  been
provided to CGI.

     (m) Due Diligence. CGI shall have completed its due diligence investigation
of Personals  Plus  (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.

                                     ARTICLE
                                       12
                                 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  Stockholder  agrees to  indemnify  and hold  harmless  CGI and PPI
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 Stockholder or Personals Plus of any covenant or agreement of
the Stockholder or Personals Plus contained in this Agreement;  (2) any material
breach  of  warranty  or  inaccurate  or  erroneous  representation  made by the
Stockholder  or  Personals  Plus  herein,  in this  Agreement or in any Schedule
(including  the Disclosure  Schedule)  delivered to CGI or PPI  Acquisition  Sub
pursuant  hereto or in any  certificate or other  instrument  delivered by or on
behalf of the Stockholder or Personals Plus 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  Stockholder  shall fully indemnify and hold harmless CGI and PPI
Acquisition  Sub from and against all Claims of Any Nature  regarding  Personals
Plus  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 Personals  Plus 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 Earnout,  on a pro
rata basis.

     (b) CGI and PPI  Acquisition  Sub,  and agree to,  jointly  and  severally,
indemnify and hold harmless the Stockholder and his 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 PPI Acquisition Sub of
any covenant or agreement of CGI,  WebSourced,  Webcapdes or PPI Acquisition Sub
contained in this Agreement;  (2) any  material breach of warranty or inaccurate
or erroneous  representation  made by CGI or PPI Acquisition Sub herein, in this
Agreement or in any  Schedule  delivered to the  Stockholder  or Personals  Plus
pursuant  hereto or in any  certificate or other  instrument  delivered by or on
behalf  of CGI or PPI  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 12 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
                                       13
                                    WARRANTS

     At the Closing,  Paul 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
20,000     (1)     1st anniversary      5th anniversary         (4), (5), (6)
                  of the Closing Date  of the Closing Date
20,000     (2)     2nd anniversary      6th anniversary         (4), (5), (6)
                  of the Closing Date  of the Closing Date
20,000     (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 Paul 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 Paul's last day of employment by a subsidiary of CGI.


                                     ARTICLE
                                       14
                                   TERMINATION

     14.1 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.

     14.2  This  Agreement  shall  terminate  if the  Closing  does not occur by
February  21,  2005,  unless such date is extended  by mutual  agreement  of the
Parties.


                                     ARTICLE
                                       15
                                 TAX ALLOCATIONS

     Until the  Closing  Date,  Personals  Plus will  continue  to  operate as a
"subchapter  S"  corporation,  whose income is taxed at the  shareholder  level.
Following the Closing,  Personals Plus Surviving  Corporation  will operate as a
"C" corporation  whose income is taxed at the corporate level.  Without limiting
the generality of Sections 4.15 and 4.27, the Stockholder expressly acknowledges
and agrees he will be liable for the due and timely  payment of all income taxes
arising from the operating of Personals Plus prior to the Closing Date.

                                     ARTICLE
                                       16
                                  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 PPI Acquisition Sub to:
                                        CGI Holding Corporation
                                        100 North Waukegan Road, Suite 100
                                        Lake Bluff, Illinois  60044
                                        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:   Webcapades, Inc.
                                        28050 US 19 North, Suite 509
                                        Clearwater, FL  33761
                                        Attn:  Scott P. Mitchell

                  If to the Stockholder or Personals Plus:
                                        Paul Widisky
                                        Personals Plus, Inc.
                                        P.O. Box 1907
                                        Brandon, FL  33509

                  With a copy to:       Jeffrey M. Lasman
                                        Lasman Law Firm, P.A.
                                        P.O. Box 1907
                                        Brandon, FL  33509




     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  12  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  Personals Plus nor the Stockholder 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. None of CGI, WebSourced,  Wecapades or Personals Plus 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 Paul,  except as required  by Law.  CGI and Paul shall  cooperate  in
regard to the timing and  contents of any press  release or public  announcement
which CGI and/or Paul or  Personals  Plus acting  through  Paul 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.

                         [Signatures begin on next page]

     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:     /s/ Gerard M. Jacobs
                                          ------------------------------
                                          Name:   Gerard M. Jacobs
                                          Title:  President

                                          PPI ACQUISITION SUB, INC.
                                          By:     /s/ Scott P. Mitchell
                                          -----------------------------
                                          Name:   Scott P. Mitchell
                                          Title:  President

                                          PERSONALS PLUS, INC.
                                          By:     /s/ Paul Widisky
                                          ------------------------
                                          Name:   Paul Widisky
                                          Title:  President

                                          /s/ Paul Widisky
                                          Paul Widisky, in his individual
                                          capacity and in his capacity as a
                                          Stockholder, director and officer
                                          of Personals Plus


                                  Schedule 4.1



Jurisdiction(s) in which Personals Plus is in good standing:

FLORIDA

                                Schedule 4.10(a)



Not applicable. Personals Plus does not own real property


                                Schedule 4.10(b)



Not applicable. Personals Plus does not lease real property.

                                  Schedule 4.11



                           Tangible Personal Property


1.       Rocky Dual Proc Server IIT
2.       Bullwinkle Dual Proc Server IIT
3.       NAS (Dell Lease)
4.       Nell Dual Pro Web Server
5.       Doo Right Dual Proc Web Server
6.       Barney, Betty, Fred, Wilma, Pebbles and
         Bam Bam Dual Proc Web Servers from Dell
7.       Database (Dell)
8.       Web Mux
9.       HP Superloader DLT Backup System
10.      Firewall
11.      Cisco Catalyst 3508G
12.      3 Power Strips (2) IIT
13.      Net Gear 24 Port Hub
14.      Tweety Mail Server (Sony Desktop)
15.      Two (2) Sony Laptops
16.      Sony Desktop 2.8 GHZ
17.      I MAG Flat Screen
18.      Computer EO-LLC
19.      Software-LLC
20.      Flat Screen Monitor
21.      Exabyte Tape Backup
22.      Quantum DLT Tape Reader
23.      Picture Poster Sony
24.      8 Proc Compaq
25.      NAS by Rackable
26.      Database by Rackable
27.      2 Dual Proc Super Micro Servers
28.      Gazoo Dual Proc Server Dell
29.      Exabyte Tape Back Up
30.      Quantum DLT 1 tape reader
31.      Lucent Partner Phone System - PBX (2 circuit boards) &
         10 phones Home phone system
32.      Linksys Router and Firewall - Home Network
33.      Linksys Hub - Home Network
34.      Desks are part of home office
35.      Brother MFC Fax/Copier/Scanner
36.      HP 2200dn Network Printer
37.      Old Picture posting server (Sony Desktop)
38.      T-mobile Ipaq
39.      Server Cabinet at home
40.      Laptops
41.      HP Multimedia Laptop - Paul's personal laptop
42.      Sony Laptop Ann's current PCG K15
43.      Toshiba Laptop (Paul)
44.      Dan's Dell Laptop - His personal laptop
45.      Mini Me Sony Laptop PCG V505BX
46.      Desktops
47.      Monitors
48.      All LCD Monitors
49.      KDS (Paul's)
50.      Mag (Dan's)
51.      2 Sony (Server cabinet at home & in closet)
52.      LCD Monitor in closer
53.      Ranger American Office NE
54.      Sony Desktops
          PCV-RX755 (2 of them:  1 on Dan's desk and one in server cabinet)
          PCV-RX580 (Paul's desk)
          PCV RX861 (in server cabinet)
          HP9680C
          HP Original Computer from MPI

                                  Schedule 4.14

Not  applicable.  Personals  Plus is not  required  to  possess a permit for the
conduct of the business.

                               Schedule 4.16(c)(a)

Personals  Plus  maintains  a vacation  policy  which  entitles  each  full-time
employee to ten (10)  vacation  days per year.  Any unused  vacation  days shall
carry over into the following year. The following is a list of accrued  vacation
days for each employee of Personals Plus:


                                            Paul S. Widisky
                                            Accrued Vacation: Three (3) weeks

                                            Elizabeth Ann Levengood
                                            Accrued Vacation: Two (2) weeks

                                            Daniel A. Jordon
                                            Accrued Vacation: Four (4) weeks

                                  Schedule 4.17

Not  applicable.  Personals Plus does not provide or make available any employee
benefit plan.


                                  Schedule 4.20

Not applicable. There are no actions pending or threatened, against, relating to
or affecting Personals Plus.

<PAGE>

                                  EXHIBIT 99.1

CGI Holding  Corporation  Acquires Ozona Online Network;  Acquisition of Leading
Technology Provider to be Immediately Accretive to 2005 Results

February 22, 2005 08:01:00 AM ET

CGI Holding Corporation CGIH(the "Company") today announced that the Company has
acquired Ozona Online Network,  Inc.  ("Ozline"),  a provider of a comprehensive
scope of online services including start to finish web design,  custom web based
applications,   database   systems,   managed  and  shared  hosting   solutions,
e-commerce,  and high-speed business Internet access (see  www.ozline.net).  The
Company  estimates  that  Ozline  will add  approximately  $300,000  per year in
pre-tax  earnings  to the  Company,  and  expects  the merger to be  immediately
accretive to its earnings.  The purchase  price was $300,000 in cash plus 75,358
shares of the Company's  restricted  common  stock.  The Company has also issued
warrants to purchase an aggregate of 60,000 shares of the  Company's  restricted
common stock at $5.30 per share to the stockholders of Ozline.

Founded in 1997 and based in Clearwater,  FL, Ozline has a satisfied client list
that reads like a Who's Who of innovative  companies  including  Canon,  Komatsu
USA,  Dale  Carnegie,  Quantum  Technology,  and other  clients  such as General
Electric, Ford Motor Company, and Marriott International through Ozline's Evigna
Digital Catalog product. Rick Anderson,  the founder of Ozline, will continue to
lead the  business  following  the  merger.  Rick  Anderson,  the CEO of Ozline,
explaining the rationale behind the merger, said,  "Combining the technology and
application  development solutions of Ozline with the proven marketing expertise
of WebSourced and MarketSmart Advertising, will allow us to provide the solution
to any client's needs. With our combined  services,  there really isn't anything
that we cannot offer a web-based client."

Gerard M. Jacobs,  the  Company's  CEO,  stated,  "After the problems our online
dating business encountered last September caused by multiple hurricanes, and in
light of the  continuing  growth we are  experiencing,  we became  determined to
strengthen our company's in-house technology  expertise in several areas. Ozline
is a key  piece of that  solution  for us,  and we are  fortunate  to have  Rick
Anderson as a new partner to help us continue to grow CGI."

"Driving the decision to acquire  Ozline was the ongoing need for technology and
hosting services that our businesses and our clients continually  require," adds
Scott  Mitchell,  CEO of the Company's  Cherish  subsidiary.  "Ozline offers the
technical  expertise and Internet  services that will make us more  effective at
realizing the growth that our subsidiaries and our clients have planned."

Steven "Pat" Martin,  the CEO of the  Company's  WebSourced  subsidiary,  added,
"Ozline's application  development and hosting services will allow WebSourced to
continue its drive to offer complete business solutions for its clients."

CGI  Holding  Corporation,  based  in Lake  Bluff,  IL (see  www.cgiholding.com)
currently has six subsidiaries:  WebSourced,  Inc., Morrisville, NC, a leader in
search  engine   optimization  and   pay-per-click   campaign   management  (see
www.websourced.com and www.keywordranking.com);  MarketSmart Advertising,  Inc.,
Rightstuff,  Inc.  d/b/a  Bright  Idea  Studios,  and Checkup  Marketing,  Inc.,
Raleigh,  NC, providing  world-class  off-line  advertising,  public  relations,
marketing,  branding and shopping evaluation services (see  www.marketsmart.net,
www.brightideastudios.com   and   www.checkupmarketing.com);    Cherish,   Inc.,
Clearwater, FL, a leading online dating company (see www.cherish.com); and Ozona
Online Network, Inc., Clearwater,  FL, providing a comprehensive scope of online
services  including start to finish web design,  custom web based  applications,
database  systems,  managed  and  shared  hosting  solutions,   e-commerce,  and
high-speed business Internet access (see www.ozline.net).

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

Contact  Information:  CGI Holding  Corporation  Gerard M. Jacobs,  847-615-2890
gjacobs@cgiholding.com    or    CEOcast,    Inc.    Ed    Lewis,    212-732-4300
elewis@ceocast.com  or WordSmith  Communications  Glenna  Musante,  919-782-2360
gmusante@marketsmart.net
<PAGE>

                                  EXHIBIT 99.2

CGI  Holding  Corporation   Acquires  Personals  Plus;   Accretive   Acquisition
Strengthens Company's Growing Portfolio of Online Dating Properties
February 22, 2005 07:00:00 AM ET

CGI Holding  Corporation  CGIH (the "Company")  today announced that the Company
has acquired  privately-held  Personals Plus, Inc. ("Personals Plus"), the owner
of several online dating and relationship  websites. The acquisition is expected
to significantly expand CGI's customer base in the area and to provide synergies
between  the  websites  that the  combined  companies  will  offer.  The Company
estimates  that  Personals  Plus will add  approximately  $1 million per year in
pre-tax  earnings  to the  Company,  and  expects  the merger to be  immediately
accretive to its earnings.

The purchase  price was  $2,262,500 in cash plus 426,244 shares of the Company's
restricted  common  stock.  The Company has also issued  warrants to purchase an
aggregate of 60,000 shares of the Company's restricted common stock at $5.30 per
share to the stockholder of Personals Plus.

Based  in  Apollo  Beach,  FL,  Personals  Plus has  grown  steadily  since  its
inception,  by  providing  lifestyle-oriented  web  services  focused  on online
personals and social  networking.  Paul Widisky,  the founder of Personals Plus,
will  continue to lead the business  following the merger.  Personals  Plus will
become a subsidiary of the Company's Cherish, Inc. subsidiary.

Gerard M. Jacobs, the Company's CEO, stated,  "Personals Plus nicely expands our
existing  portfolio of  profitable  online dating  services.  We look forward to
having Paul Widisky as one of our partners in continuing to build CGI."

Scott  Mitchell,   the  CEO  of  Cherish,  Inc.,  the  Company's  online  dating
businesses,  added,  "Personals Plus is an exciting  addition to the world-class
lineup of online dating and personal  relationship websites that we are building
at CGI. We see immense opportunity with the combining of Cherish's services with
those of Personals Plus."

Paul Widisky,  President and CEO of Personals Plus, said of the merger,  "We are
excited to enter this truly beneficial partnership.  Not only will we be able to
continue to grow,  but we will also be in a position  to utilize  the  marketing
expertise of WebSourced and MarketSmart Advertising."

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

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

Contact  Information:  CGI Holding  Corporation  Gerard M. Jacobs,  847-615-2890
gjacobs@cgiholding.com    or    CEOcast,    Inc.    Ed    Lewis,    212-732-4300
elewis@ceocast.com  or WordSmith  Communications  Glenna  Musante,  919-782-2360
gmusante@marketsmart.net
[{"type": "8-K", "sequence": "1", "filename": "personalsplus8k.txt", "description": "ACQUISITION OF PERSONALS PLUS INC.", "secsgml_size_bytes": 150943}]
{"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": "05637417"}, "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 : FEBRUARY 21, 2005

                       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

                            100 North Waukegan Road
                                    Suite 100
                           Lake Bluff, Illinois 60044
                    ----------------------------------------
                    (Address of Principal Executive Offices)

                                 (847) 615-2890
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

                                 NOT APPLICABLE
          -------------------------------------------------------------
          (Former name or former address, if changed since last report)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01  Entry into a Material Definitive Agreement.

Ozona Online, Inc. Acquisition

     On February 21, 2005, CGI Holding  Corporation,  a Nevada  corporation (the
"Company")  entered into an agreement (the "Ozline  Agreement") by and among the
Company,  Ozline  Acquisition Sub, Inc., a Florida  corporation and wholly owned
subsidiary of the Company,  Ozona Online  Network,  Inc., a Florida  corporation
("Ozline"),  Richard Anderson and Suzanne M. Wilkins, the shareholders of Ozline
(the  "Ozline  Stockholders").  Ozline is in the  business of  providing  online
services including web design, custom web-based applications,  database systems,
managed  and  shared  hosting  solutions,  e-commerce  and  high-speed  business
Internet access.  Pursuant to the Ozline  Agreement,  Ozline was merged with and
into Ozline  Acquisition Sub and became a wholly owned subsidiary of the Company
(the "Ozline  Surviving  Corporation").  As  consideration  for the merger,  the
Ozline Stockholders  received an aggregate of $300,000 in cash and 75,538 shares
of  Company  common  stock.  In  addition,  the  Company  issued  to the  Ozline
Stockholders  warrants  to  purchase an  aggregate  of 60,000  shares of Company
common stock.  Further, the Ozline Stockholders may receive an aggregate earnout
payment of up to $200,000 based on the pre-tax  earnings of the Ozline Surviving
Corporation for the first eight full calendar quarters following the closing.

     Employment Agreement with Paul Widisky

     As more fully  described  in item 2.01 below,  on February  21,  2005,  the
Company  entered  into an  agreement  (the  "PPI  Agreement")  by and  among the
Company,  PPI  Acquisition  Sub,  Inc., a Florida  corporation  and wholly owned
subsidiary of the Company,  Personals Plus, Inc., a Florida corporation ("PPI"),
and Paul  Widisky,  the sole  shareholder  of PPI.  Upon the  closing of the PPI
Agreement,  Mr.  Widisky  entered  into an  employment  agreement  with  the PPI
Surviving  Corporation  (as  defined  below)  and the  Company's  Cherish,  Inc.
subsidiary, pursuant to which Mr. Widisky was hired as Vice President of Product
Development of Cherish and as the Chief  Executive  Officer of the PPI Surviving
Corporation.

     The  Widisky  employment  agreement  provides  for  the  following:  (i) an
employment  term ending on December 31, 2008; (ii) base salary equal to $169,000
per  annum;  (iii)  other  benefits  that are  generally  available  to the vice
presidents of Cherish;  (iv) a  non-competition  and  non-solicitation  covenant
during  the  term of the  employment  agreement  and for a period  of two  years
thereafter;  (v) termination of the employment  agreement (A) automatically upon
the death of Mr.  Widisky,  (B) by Cherish or the PPI Surviving  Corporation for
cause or the disability of Mr. Widisky,  or (C) by Mr. Widisky if he is asked to
relocate to a different geographic area, does not accept such relocation,  and a
suitable position cannot be arranged at his current location; and (vi) severance
equal to all amounts that would have become due and owing  through  December 31,
2008 if the PPI  Surviving  Corporation  or Cherish  terminates  the  employment
agreement other than for cause or the disability of Mr. Widisky.
Item 2.01  Completion of Acquisition or Disposition of Assets.

     On  February  21,  2005,  the  Company  acquired  PPI  pursuant  to the PPI
Agreement.  PPI is in the  business of owning and  operating  online  dating and
relationship  websites.  Pursuant to the PPI Agreement,  PPI was merged with and
into PPI  Acquisition  Sub and became a wholly owned  subsidiary  of the Company
(the "PPI Surviving Corporation"). Immediately following the merger, the Company
contributed  all of the stock of the PPI Surviving  Corporation  to its Cherish,
Inc.  subsidiary.   As  consideration  for  the  merger,  Mr.  Widisky  received
$2,262,500 in cash and 426,244 shares of Company common stock. In addition,  the
Company issued to Mr. Widisky warrants to purchase an aggregate of 60,000 shares
of Company common stock.  Further,  Mr. Widisky may receive an aggregate earnout
payment of up to  $450,000  based on the pre-tax  earnings of the PPI  Surviving
Corporation for the first eight full calendar quarters following the closing.

Item 9.01         Financial Statements and Exhibits

     (a) Financial Statements of the Businesses Acquired.

     The financial  statements  required by this item will be filed by amendment
     to this Form 8-K within seventy one (71) days of February 21, 2005.

     (b) Pro Forma Financial Information

     The pro forma financial  information required by this item will be filed by
     amendment  to this Form 8-K within  seventy one (71) days of  February  21,
     2005.

     (c) Exhibits

     2.1 Agreement by and among the Company, PPI Acquisition Sub, Inc. (a wholly
     owned  subsidiary of the Company),  Personals  Plus, Inc. and Paul Widisky,
     dated February 21, 2005

     99.1  Press  Release  dated  February  22,  2005   announcing   closing  of
     acquisition of Ozona Online Network, Inc.

     99.2  Press  Release  dated  February  22,  2005   announcing   closing  of
     acquisition of Personals Plus, Inc.

                                   SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Dated:   February 24, 2005

                                   CGI HOLDING CORPORATION.

                                   By:  /s/ Gerard M. Jacobs
                                   -------------------------
                                   Name: Gerard M. Jacobs
                                   Title: President and Chief Executive Officer
EXHIBIT 2.1

                                                                 EXECUTION COPY

                                    AGREEMENT

     This Agreement (the  "Agreement")  made and entered into as of February 21,
2005, by and among CGI HOLDING  CORPORATION,  a Nevada corporation  ("CGI"), PPI
ACQUISITION SUB, INC., a Florida  corporation and wholly owned subsidiary of CGI
("PPI Acquisition Sub"), PERSONALS PLUS, INC., a Florida corporation ("Personals
Plus"),  and PAUL WIDISKY ("Paul").  Paul is sometimes referred to herein as the
"Stockholder".  CGI, PPI Acquisition Sub, Personals Plus, and Paul are sometimes
referred to herein each,  individually,  as a "Party" and, collectively,  as the
"Parties".

                                   WITNESSETH:

     WHEREAS,  Personals  Plus is  engaged  in  personal  relationship  web site
business activities (collectively, the "Business"); and

     WHEREAS, the Boards of Directors of CGI, PPI Acquisition Sub, and Personals
Plus have each approved this Agreement and the merger of Personals Plus with and
into PPI  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
                                       1
                                   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.

     "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 Personals Plus 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 Personals Plus, or any trade or business (whether or not
incorporated)  which is a member of a controlled  group or which is under common
control with Personals  Plus,  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. para.
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 Personals  Plus
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
Personals Plus 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 Personals Plus as
tenant, together with, to the extent leased by Personals Plus, all buildings and
other  structures,  facilities or  improvements  currently or hereafter  located
thereon,  all fixtures,  systems,  equipment  and items of personal  property of
Personals Plus 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
Personals  Plus  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 Personals Plus that,  individually  or in the aggregate with any
other circumstances,  changes in, or effects on, the Business or Personals Plus:
(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 PPI  Acquisition  Sub to operate or conduct the
Business  in the  manner in which it is  currently  operated  or  conducted,  or
contemplated to be conducted.

     "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  Personals  Plus
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 Personals Plus 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  Personals  Plus 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.

     "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 Personals  Plus 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 Paul to Gerard M.  Jacobs,
President and Chief Executive Officer of CGI.

     "Webcapades"   means  Webcapades,   Inc.,  a  Florida   corporation  and  a
wholly-owned subsidiary of WebSourced.

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

                                     ARTICLE
                                       2
                                   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, Personals Plus shall be merged with and into PPI Acquisition Sub.
From and after the Effective Time, the separate corporate existence of Personals
Plus shall cease and PPI  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.  PPI  Acquisition  Sub,  as  the  surviving
corporation  after the  Merger,  is  hereinafter  sometimes  referred  to as the
"Personals Plus 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 Personals Plus and PPI  Acquisition  Sub shall vest in
the Personals Plus Surviving Corporation,  and all of the debts, liabilities and
duties of  Personals  Plus and PPI  Acquisition  Sub  shall  become  the  debts,
liabilities and duties of the Personals Plus 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 PPI  Acquisition  Sub  immediately  prior  to the
Effective  Time shall be the Articles of  Incorporation  and Bylaws of Personals
Plus Surviving Corporation until amended in accordance with the respective terms
thereof.

     2.5  Directors  and Officers.  The  directors of Personals  Plus  Surviving
Corporation shall be Paul, Gerard M. Jacobs and Scott P. Mitchell,  each to hold
office in accordance  with the Articles of  Incorporation  and the Bylaws of PPI
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 PPI Acquisition  Sub's Articles 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 Personals  Plus' common stock,  par
value $1 per share  ("Personals  Plus  Common  Stock")  issued  and  outstanding
immediately  prior to the Effective Time other than any shares of Personals Plus
Common Stock to be canceled and retired pursuant to Section 2.7 ("Personals Plus
Shares")  shall be  converted  automatically  into the right to receive,  in the
aggregate:  Two Million Two Hundred  Sixty Two  Thousand  Five  Hundred  Dollars
($2,262,500)  in cash (the "Cash  Consideration");  shares of CGI  Common  Stock
having an aggregate  value of Two Million Two Hundred  Sixty Two  Thousand  Five
Hundred  Dollars  ($2,262,500)  such stock to be valued at the  average  closing
price  per  share of CGI  Common  Stock on the five  trading  days  prior to the
Closing Date as hereafter defined (the "Stock  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  Personals  Plus  Shares 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 Personals Plus 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 Personals Plus capital
stock (collectively,  the "Personals Plus 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  Personals  Plus Shares and,  after the Effective
Time,  there shall be no further  registration  or transfers  of Personals  Plus
Shares.  If after the  Effective  Time,  any  Personals  Plus  Certificates  are
presented to Personals Plus Surviving  Corporation for any reason, they shall be
cancelled  and exchanged as provided in this Section 2.6 and Exhibit 2.6. If any
Personals Plus Certificates  representing  Personals Plus 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 Personals Plus 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 Personals Plus Common Stock either held in Personals Plus's treasury or
owned by any direct or  indirect  wholly  owned  subsidiary  of  Personals  Plus
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 Stockholder,
at the Stockholder's sole expense, shall take all actions necessary to cause all
capital stock of Personals  Plus other than the Personals Plus Common Stock held
by  the  Stockholder  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  Personals  Plus
Common Stock, to be cancelled, extinguished and terminated.

     2.9 Capital Stock of  Acquisition  Subs.  Each share of common stock of PPI
Acquisition Sub, par value $0.01 per share ("PPI  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 Personals  Plus Surviving  Corporation,  par value $0.01 per share.
From and after the Effective Time, each stock certificate of PPI Acquisition Sub
that  previously  represented  shares of PPI  Acquisition Sub Common Stock shall
evidence ownership of an equal number of shares of common stock of the Personals
Plus 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  Personals
Plus's  aggregate cash in its checking and savings  accounts does not exceed the
aggregate  amount  of all  Indebtedness  and  Liabilities  shown on the  Audited
Personals  Plus Balance  Sheet on the Closing Date by at least Two Hundred Fifty
Thousand  Dollars  ($250,000),  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 Personals  Plus by any of the  Stockholder
after November 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
Two Million Two Hundred  Sixty Two Thousand  Five Hundred  Dollars  ($2,262,500)
valued  at the  average  closing  price per  share of CGI  Common  Stock on five
trading days prior to the Closing Date.

     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
Personals Plus  Surviving  Corporation  full right,  title and possession of all
properties,  assets, rights, privileges, powers and franchises of Personals Plus
and PPI  Acquisition  Sub, the officers and directors of Personals  Plus and the
Personals  Plus  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 PPI Acquisition Sub to perform
all  of  its  obligations  relating  to  this  Agreement  and  the  transactions
contemplated hereby.

                                     ARTICLE
                                       3
                             CONSIDERATION; CLOSING

     3.1 Consideration.

          (a) As consideration for the Merger, the Stockholder 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 10:00 a.m. on February
21,  2005,  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
                                       4
                        REPRESENTATIONS AND WARRANTIES OF
                       THE STOCKHOLDER AND PERSONALS PLUS

     The Personals Plus Disclosure  Schedule  attached  hereto (the  "Disclosure
Schedule")   identifies   by  Section  and   Subsection   any   exception  to  a
representation  or  warranty  in this  Article 4. In order to induce CGI and PPI
Acquisition Sub to enter into this Agreement and to consummate the  transactions
contemplated  hereby,  the Stockholder and Personals Plus each hereby  represent
and warrant to each of CGI and PPI Acquisition Sub as follows:

     4.1  Organization and  Qualification.  Personals Plus 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 Personals  Plus.
All of the issued and  outstanding  shares of Personals  Plus capital stock were
issued in compliance in all material  respects with all  applicable  federal and
state securities laws and are owned solely by the Stockholder.

     4.2  Subsidiaries  and  Affiliates.   Personals  Plus  does  not  have  any
Subsidiaries,  and  Personals  Plus does not own,  directly or  indirectly,  any
equity  or  other  ownership  interests  of any  Person.  Personals  Plus 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 Personals Plus as amended
and in effect on the date hereof,  (b) the By-Laws of Personals  Plus as amended
and in effect on the date hereof,  and (c) the minute  books of Personals  Plus,
have been previously made available to CGI and PPI 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  Personals  Plus  from  the  date  of  its
incorporation to the date hereof.

     4.4 Authorization;  Enforceability.  Personals Plus 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.  Personals Plus 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 or he is a party and the
consummation of the transactions  contemplated herein and therein have been duly
authorized  and approved by  Personals  Plus and the  Stockholder,  and no other
action on the part of Personals Plus or the Stockholder is necessary in order to
give  effect  thereto.  This  Agreement  and each of the other  Documents  to be
executed  and  delivered by Personals  Plus and the  Stockholder  have been duly
executed  and  delivered  by,  and  constitute  the  legal,  valid  and  binding
obligations  of,   Personals  Plus  and  the  Stockholder,   respectively,   are
enforceable  against Personals Plus and the Stockholder 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
Personals Plus and the  Stockholder of this Agreement and the other Documents to
be  executed  and  delivered  by  Personals  Plus and the  Stockholder,  (b) the
consummation  by  Personals  Plus  and  the  Stockholder  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 Personals  Plus and the  Stockholder  at the Closing,
will (1) conflict  with or violate the Articles of  Incorporation  or By-Laws of
Personals Plus, (2) conflict with or violate any Law, Order or Permit applicable
to  Personals  Plus or any of the  Stockholder,  or by  which  Personals  Plus's
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  Personals  Plus's 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  Personals  Plus
pursuant to, any  Contract,  Permit or other  instrument  or obligation to which
Personals Plus is a party or by which Personals Plus 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 Personals
Plus.

     4.6  Governmental  Consents  and  Approvals.  The  execution,  delivery and
performance of this Agreement and the other  Documents by Personals Plus and the
Stockholder  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 Personals  Plus
consists of Ten Thousand  (10,000)  shares of Personals Plus Common Stock. As of
the date hereof Five Hundred  (500)  shares of Personals  Plus Common Stock were
issued and  outstanding  (the  "Personals  Plus Shares"),  and no Personals Plus
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
Personals  Plus   authorized,   issued,   reserved  for  issuance  or  otherwise
outstanding  at the Closing.  All of the  outstanding  Personals Plus 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  Personals  Plus  having the right to vote (or  convertible  into  securities
having the right to vote) on any matters on which stockholders of Personals Plus
may vote. There are no outstanding securities, options, warrants, calls, rights,
commitments, agreements, arrangements or undertakings of any kind (contingent or
otherwise) to which Personals Plus is a party or bound obligating Personals Plus
to issue, deliver or sell, or cause to be issued,  delivered or sold, additional
shares  of  capital  stock or  other  voting  securities  of  Personals  Plus or
obligating Personals Plus 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 Personals Plus 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  Personals  Plus which will
survive the Closing

     4.8 Financial  Statements.  Personals Plus has previously furnished or made
available  to CGI and  PPI  Acquisition  Sub  the  unaudited  balance  sheet  of
Personals  Plus as of November 30, 2004 (the  "Unaudited  Personals Plus Balance
Sheet"),  and the  related  statements  of income  and cash flow for the  eleven
months ended November 30, 2004,  the unaudited  balance sheets of Personals Plus
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
Personals  Plus  Financial  Statements").  All  such  Unaudited  Personals  Plus
Financial Statements fairly present the financial condition of Personals Plus 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 November 30,
2004, except as permitted by Section 6.4(a) and Article 8, 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 Personals Plus.

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  Personals
Plus 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) Personals Plus has made available to CGI and PPI  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)  Personals  Plus  has  delivered  or  made  available  to CGI  and  PPI
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  Personals  Plus nor, to the Knowledge of Personals  Plus,
     any other  party to such  Lease,  is in breach or default  in any  material
     respect,  and, to the  Knowledge of Personals  Plus,  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  Personals  Plus  (the  "Tangible  Personal
Property").

     (b)  Personals  Plus  has  delivered  or  made  available  to CGI  and  PPI
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;

          (2) neither  Personals  Plus nor, to the Knowledge of Personals  Plus,
     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 Personals  Plus 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  Personals  Plus and its
stockholders;  (c) resolved to recommend to the  stockholders  of Personals Plus
(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 Personals Plus for their approval
and adoption.

     4.13  Insurance.  Personals Plus has furnished or made available to CGI and
PPI  Acquisition  Sub true and  complete  copies of all  insurance  policies and
fidelity  bonds  covering  the  assets,  business,  equipment,   properties  and
operations of Personals Plus 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 Personals  Plus 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 Personals  Plus, no basis exists for any such  adjustment;  (e)
there are no pending or, to the Knowledge of Personals Plus,  threatened actions
or proceedings for the assessment or collection of Taxes against  Personals Plus
or (insofar as either  relates to the  activities or income of Personals Plus or
the Business or could  result in  Liability  of  Personals  Plus on the basis of
joint and/or  several  liability)  any  corporation  that was  includible in the
filing of a return with Personals Plus on a consolidated or combined basis;  (f)
no consent  under  Section  341(f) of the Code has been  filed  with  respect to
Personals Plus; (g) there are no Tax Liens on any assets of Personals Plus or of
the Business; and (h) Personals Plus 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  Personals  Plus is  accurately  stated  in that  certain  letter  re:
employees  dated  the date of this  Agreement  from Paul 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  Personals  Plus and any  current or former
stockholder, officer, director, employee or consultant.

     (c)

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

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

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

          (4) Personals Plus 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 Personals Plus and are not liable for any
     arrears of wages, taxes, penalties or other sums for failure to comply with
     any of the foregoing;

          (5) Personals Plus 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  Personals  Plus's
     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 Personals Plus;

          (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 Personals Plus; 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 Personals Plus has employed or currently  employs any
     Person.

     4.17  Employee  Benefit  Plans.  Schedule  4.17  lists all  Personals  Plus
Employee  Plans.  Personals  Plus has provided or made  available to CGI and PPI
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 Personals Plus Employee
Plan.  There are no restrictions on the ability of the sponsor of each Personals
Plus Employee  Plan to amend or terminate  any Personals  Plus Employee Plan and
each  Personals  Plus Employee Plan may be  transferred by Personals Plus or its
respective ERISA Affiliate to the Personals Plus Surviving Corporation.

     4.18  Environmental  Matters.  (a)  Personals  Plus  has all  Environmental
Permits which are required  under  Environmental  Laws, (b) Personals Plus is in
compliance  with all terms and  conditions of such  Environmental  Permits,  (c)
Personals  Plus 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  Personals  Plus' 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) Personals  Plus has taken all actions  reasonably  necessary
under applicable  requirements of Environmental  Law to register any products or
materials  required to be  registered  by Personals  Plus (or any of its agents)
thereunder.

     4.19 Certain Interests.

     (a) No officer,  director or stockholder of Personals Plus, 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  Personals  Plus,  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 Personals Plus
     uses or has used in the conduct of the Business or otherwise; or

          (3) has outstanding any Indebtedness to Personals Plus.

     (b)  Personals  Plus  has  no  Indebtedness,  Liabilities,  nor  any  other
obligation of any nature whatsoever to, any officer,  director or stockholder of
Personals  Plus 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 Personals Plus's Knowledge,  threatened,  against, relating to or
affecting  Personals Plus or the Business before any Court,  Governmental Agency
or any arbitrator or mediator. Neither Personals Plus nor any of the Stockholder
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  Personals  Plus 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, Personals
Plus  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.  Personals Plus's Inventories  reflected in the Unaudited
Personals Plus Financial Statements,  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.  Personals Plus's  Receivables  reflected in the compiled
Personals  Plus  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.  The Stockholder:
(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  September 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,  Webcapades and PPI 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;  (f) has never  been  charged,  indicted  or
convicted of any criminal offense,  excepting only minor traffic violations; and
(g) is  acquiring  the shares of CGI Common  Stock  issued as part of the Merger
Consideration,  in good  faith  solely  for his own  account  with  the  present
intention  of  holding  such  shares  for  purposes  of  investment,   and  such
Stockholder  is not  acquiring  such shares  with a view to or for  subdivision,
distribution, fractionalization or distribution thereof, in whole or in part, or
as  an  underwriter  or  conduit  to  other  beneficial   owners  or  subsequent
purchasers.

     4.25  Brokers.  Neither  Personals  Plus  nor any of the  Stockholder  have
employed any financial advisor, broker or finder, and neither Personals Plus nor
any of the  Stockholder  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.

     4.26 Cash on Hand. On the Closing Date Personals  Plus's  aggregate cash in
its checking and money market  accounts will exceed the aggregate  amount of all
Indebtedness and Liabilities shown on the Unaudited Personals Plus Balance Sheet
as  of  the  Closing  Date  by at  least  Two  Hundred  Fifty  Thousand  Dollars
($250,000).

     4.27 Indebtedness and Liabilities.  On the Closing Date Personals Plus 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  Personals  Plus 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
Personals Plus Balance Sheet subject only to minor adjustments in liability line
items incurred in the ordinary course of Personals  Plus' business  between June
30, 2004 and the Closing Date ("Approved Liabilities").

     4.28 Material  Information.  All material information  concerning Personals
Plus has been provided by the Stockholder to CGI and PPI Acquisition Sub.

                                     ARTICLE
                                       5
                        REPRESENTATIONS AND WARRANTIES OF
                           CGI AND PPI ACQUISITION SUB

     In order to induce the  Stockholder  and Personals  Plus to enter into this
Agreement and to consummate the transactions  contemplated  hereby,  CGI and PPI
Acquisition  Sub represent and warrant to the  Stockholder and Personals Plus as
follows:

     5.1 Organization and Qualification. Each of CGI, WebSourced, Webcapades and
PPI 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,  Webcapades  and  PPI  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,
Webcapades or PPI Acquisition Sub. Each of CGI,  WebSourced,  Webcapades and PPI
Acquisition  Sub has made available to the  Stockholder and Personals Plus true,
complete and correct copies of its Articles of Incorporation and Bylaws, each as
amended to date. None of CGI,  WebSourced,  Webcapades or PPI 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,  PPI  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)
32,484,023 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) 10,474,569  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. None of
CGI, WebSourced,  Webcapades or PPI 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 PPI  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 PPI 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 PPI  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 PPI  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 PPI Acquisition Sub of this Agreement and the other Documents to be executed
and delivered by each of CGI and PPI Acquisition  Sub, (b)  consummation by each
of CGI  and  PPI  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 PPI  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 PPI
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,  Webcapades  or its
subsidiaries,  or any of the  Acquiring  Corporations  which  management  of CGI
believes could  individually or in the aggregate have a material  adverse impact
upon CGI, WebSourced, Webcapades or PPI Acquisition Sub.

     5.7  Interim  Operations.  PPI  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 PPI Acquisition Sub has employed any financial
advisor,  broker or finder, and neither CGI nor PPI 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,  Webcapades  and  PPI  Acquisition  Sub  has  been  provided  to the
Stockholder.

     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
                                       6
                                    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,  Personals  Plus  covenants and
agrees that it shall  conduct the Business  only in the  ordinary  course of its
Business  consistent  with past  practices,  and  Personals  Plus  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 Stockholder shall be permitted to cause Personals Plus to transfer
to the  Stockholder  any cash in excess of that required for  Personals  Plus to
comply with Section 4.26.  Except as set forth in the preceding  sentence,  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 Personals Plus and/or the Stockholder,
nor shall there be any  unusual  cash  withdrawals,  unusual  payments,  unusual
contracts or contract  provisions,  or other  unusual  transactions  or business
practices involving Personals Plus and/or the Stockholder.

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

     (c) Personals  Plus and the  Stockholder  agree that during the period from
the date of signing of this Agreement until the Closing Date, Personals Plus and
the  Stockholder  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 Personals Plus's Business or assets, the sale of
the stock of Personals Plus, 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 Personals Plus and the
Stockholder if the Closing has not occurred by February 21, 2005.

                                     ARTICLE
                                       7
                               EMPLOYMENT MATTERS

     7.1 Employment Status. 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 Personals Plus Surviving Corporation prior to the Merger, except as
follows:

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

     (b) on or before the Closing  Date,  Paul,  Ann  Levengood  and Dan Jordon,
shall enter into Employment Agreements in the form of Exhibit 7.1(b)(1), Exhibit
7.1(b)(2) and Exhibit 7.1(b)(3), respectively.

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

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

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

     (1) amend the Articles of  Incorporation  or By-laws of the Personals  Plus
Surviving Corporation;

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

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

     (4) elect or remove  corporate  officers of the  Personals  Plus  Surviving
Corporation;

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

     (7) issue securities of the Personals Plus 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 the Personals Plus Surviving Corporation;

     (8) register any securities of the Personals Plus Surviving Corporation;

     (9) merge,  consolidate or combine the Personals Plus Surviving Corporation
with any other corporation, partnership or other entity;

     (10) sell assets of the Personals Plus 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 the  Personals  Plus  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 the Personals Plus 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  the  Personals  Plus  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 the Personals Plus Surviving
Corporation,  or by any relative of any employee of the Personals Plus Surviving
Corporation;

     (15) create any committee of the Board of Directors,  or change a committee
of the Board of Directors, of the Personals Plus 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 the  Personals  Plus  Surviving  Corporation's  annual
budget approved in accordance with this Section);

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

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

     (19) retain independent certified public accountants to audit the books and
financial records of the Personals Plus 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  the  Personals  Plus  Surviving
Corporation; and

     (c) Paul will report directly to Scott P. Mitchell, the President and Chief
Executive Officer of Webcapades, or his successor.

                                     ARTICLE
                                        8
                             PRE-CLOSING ASSIGNMENTS

     8.1 Sale and Assignment of Intellectual  Property.  The Stockholder  hereby
sells, conveys,  gives, grants,  assigns and transfers to Personals Plus any and
all rights,  titles and interests of any nature  whatsoever which he may have in
or to the  ownership or use of any and all  Intellectual  Property and Web Sites
used in or associated with Personals Plus or the Business.

     8.2 Sale and Assignment of All Internet  Interests.  The Stockholder hereby
sells, conveys,  gives, grants,  assigns and transfers to Personals Plus any and
all rights, titles and interests of any nature whatsoever,  legal or beneficial,
active or passive, which he 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 Stockholder that it
is the intent of the Parties and of this Agreement that following the Merger the
Stockholder's  only Business  Interests of any nature  whatsoever  involving the
internet will be his interest in CGI,  WebSourced,  Webcapades and the Personals
Plus Surviving Corporation.

     8.3 Further Assurances.  The Stockholder hereby agrees that, at the Closing
and from time to time following the Closing,  the Stockholder  shall execute and
deliver  (and shall  cause any  Affiliate  of the  Stockholder  to  execute  and
deliver)  such  documents and  instruments  as may be requested by the Personals
Plus  Surviving   Corporation  to  transfer  to  the  Personals  Plus  Surviving
Corporation,  or to confirm the Personals Plus Surviving Corporation's ownership
of, any assets used or held for use by  Personals  Plus in  connection  with its
conduct of the Business prior to the Closing.

                                     ARTICLE
                                       9
                                     EARNOUT

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

Certified Aggregate Earnout Period
Pre-Tax Earnings of the
Personals Plus Surviving Corporation                    Aggregate Earnout
Less than $2,500,000                                $           0
Between $2,500,000 and $3,499,999                   $     100,000
Between $3,500,000 and $4,499,999                   $     150,000
Between $4,500,000 and $5,499,999                   $     200,000
Between $5,500,000 and $6,499,999                   $     250,000
Between $6,500,000 and $7,499,999                   $     300,000
Between $7,500,000 and $8,499,999                   $     350,000
Between $8,500,000 and $9,499,999                   $     400,000
$9,499,999 or more                                  $     450,000

     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 Personals Plus Surviving Corporation. 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 Personals
Plus  Surviving  Corporation  no later than 60 days after the end of the Earnout
Period.  For  purposes of  calculating  the  Aggregate  Earnout  Period  Pre-Tax
Earnings of the Personals Plus Surviving  Corporation,  all compensation paid to
Paul,  Anne Levengood and Dan Jordon by any Affiliate of CGI shall be treated as
a compensation expense of the Personals Plus Surviving Corporation.

                                     ARTICLE
                                       10
                             REGISTRATION OF SHARES

     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 will grant the Stockholder  certain  registration rights with respect
to the Stock  Consideration  pursuant to a Registration  Rights Agreement in the
form  attached  hereto as Exhibit 10.1 (the  "Registration  Rights  Agreement"),
which will provide that,  subject to the compliance of the Stockholder  with the
terms and  conditions  of the  Registration  Rights  Agreement,  CGI 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 one
hundred  twenty (120) days following the Closing Date 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,  provided,  however,  that if on the
Closing Date CGI has another  registration  statement  pending with the SEC (the
"Pending Registration  Statement"),  then CGI shall not be obligated to file the
Registration Statement until sixty (60) days following the date that the Pending
Registration Statement, as the Pending Registration Statement may be amended, is
declared effective.

                                     ARTICLE
                                       11
                         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  Stockholder  and
Personals  Plus.  The  representations  and  warranties of the  Stockholder  and
Personals Plus 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  Stockholder  and Personals Plus on or before the Closing shall have been
complied with, and CGI and PPI Acquisition Sub shall have received a certificate
from the Stockholder and Personals Plus to such effect signed by the Stockholder
and by a duly authorized officer of Personals Plus.

     (b)  Representations,  Warranties and Covenants of CGI and PPI  Acquisition
Sub. The  representations  and warranties of each of CGI and PPI 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 PPI  Acquisition  Sub on or before the Closing  shall have been complied
with, and Personals Plus shall have received a certificate to such effect signed
by a duly authorized officer of CGI and PPI Acquisition Sub.

     (c) No Adverse Change of Personals Plus. 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 Personals Plus.

     (d) No Adverse  Change of CGI,  WebSourced,  Webcapades or PPI  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, Webcapdes or PPI 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.

     (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
Personals  Plus shall be pending,  and  Personals  Plus shall not have taken any
action in  contemplation  of, or which  would  constitute  the  basis  for,  the
institution of any such proceedings.

     (h) Personals Plus Shares.  The Stockholder shall have delivered  Personals
Plus Certificates evidencing all of the Personals Plus 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 Personals Plus, CGI and PPI 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 Personals  Plus
shall have been delivered to PPI Acquisition Sub, as applicable; and

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

     (k) Cash in Excess of Liabilities.  Personals Plus shall demonstrate to CGI
and PPI Acquisition Sub that on the Closing Date Personals Plus's aggregate cash
in its  checking  and savings  accounts  exceeds by at least Two  Hundred  Fifty
Thousand   Dollars   ($250,000)  the  aggregate   amount  of  Personals   Plus's
Indebtedness  and  Liabilities  on the  Closing  Date (or, at  Personals  Plus's
election,  the Cash  Consideration  may be adjusted  downward in accordance with
Section 2.10).

     (l) Audited Financial Statements.  Blackman Kallick Bartelstein LLP ("BKB")
shall have delivered to CGI audited  financial  statements of Personals Plus for
2002,  2003 and the first three  quarters of 2004,  prepared in accordance  with
GAAP,  and  accompanied  by a signed,  unqualified  opinion of BKB (the "Audited
Selling  Corporations  Financial  Statements"),  and an audited balance sheet of
Personals  Plus as of  November  30,  2004 (the  "Audited  Selling  Corporations
Balance Sheet"), and such Audited Selling Corporations  Financial Statements and
Audited Selling  Corporations  Balance Sheet shall be consistent,  in CGI's sole
discretion,  with the Unaudited Selling  Corporations  Financial  Statements and
Unaudited  Selling  Corporations  Balance  Sheets  which  have  previously  been
provided to CGI.

     (m) Due Diligence. CGI shall have completed its due diligence investigation
of Personals  Plus  (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.

                                     ARTICLE
                                       12
                                 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  Stockholder  agrees to  indemnify  and hold  harmless  CGI and PPI
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 Stockholder or Personals Plus of any covenant or agreement of
the Stockholder or Personals Plus contained in this Agreement;  (2) any material
breach  of  warranty  or  inaccurate  or  erroneous  representation  made by the
Stockholder  or  Personals  Plus  herein,  in this  Agreement or in any Schedule
(including  the Disclosure  Schedule)  delivered to CGI or PPI  Acquisition  Sub
pursuant  hereto or in any  certificate or other  instrument  delivered by or on
behalf of the Stockholder or Personals Plus 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  Stockholder  shall fully indemnify and hold harmless CGI and PPI
Acquisition  Sub from and against all Claims of Any Nature  regarding  Personals
Plus  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 Personals  Plus 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 Earnout,  on a pro
rata basis.

     (b) CGI and PPI  Acquisition  Sub,  and agree to,  jointly  and  severally,
indemnify and hold harmless the Stockholder and his 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 PPI Acquisition Sub of
any covenant or agreement of CGI,  WebSourced,  Webcapdes or PPI Acquisition Sub
contained in this Agreement;  (2) any  material breach of warranty or inaccurate
or erroneous  representation  made by CGI or PPI Acquisition Sub herein, in this
Agreement or in any  Schedule  delivered to the  Stockholder  or Personals  Plus
pursuant  hereto or in any  certificate or other  instrument  delivered by or on
behalf  of CGI or PPI  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 12 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
                                       13
                                    WARRANTS

     At the Closing,  Paul 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
20,000     (1)     1st anniversary      5th anniversary         (4), (5), (6)
                  of the Closing Date  of the Closing Date
20,000     (2)     2nd anniversary      6th anniversary         (4), (5), (6)
                  of the Closing Date  of the Closing Date
20,000     (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 Paul 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 Paul's last day of employment by a subsidiary of CGI.

                                     ARTICLE
                                       14
                                   TERMINATION

     14.1 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.

     14.2  This  Agreement  shall  terminate  if the  Closing  does not occur by
February  21,  2005,  unless such date is extended  by mutual  agreement  of the
Parties.

                                     ARTICLE
                                       15
                                 TAX ALLOCATIONS

     Until the  Closing  Date,  Personals  Plus will  continue  to  operate as a
"subchapter  S"  corporation,  whose income is taxed at the  shareholder  level.
Following the Closing,  Personals Plus Surviving  Corporation  will operate as a
"C" corporation  whose income is taxed at the corporate level.  Without limiting
the generality of Sections 4.15 and 4.27, the Stockholder expressly acknowledges
and agrees he will be liable for the due and timely  payment of all income taxes
arising from the operating of Personals Plus prior to the Closing Date.

                                     ARTICLE
                                       16
                                  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 PPI Acquisition Sub to:
                                        CGI Holding Corporation
                                        100 North Waukegan Road, Suite 100
                                        Lake Bluff, Illinois  60044
                                        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:   Webcapades, Inc.
                                        28050 US 19 North, Suite 509
                                        Clearwater, FL  33761
                                        Attn:  Scott P. Mitchell

                  If to the Stockholder or Personals Plus:
                                        Paul Widisky
                                        Personals Plus, Inc.
                                        P.O. Box 1907
                                        Brandon, FL  33509

                  With a copy to:       Jeffrey M. Lasman
                                        Lasman Law Firm, P.A.
                                        P.O. Box 1907
                                        Brandon, FL  33509

     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  12  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  Personals Plus nor the Stockholder 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. None of CGI, WebSourced,  Wecapades or Personals Plus 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 Paul,  except as required  by Law.  CGI and Paul shall  cooperate  in
regard to the timing and  contents of any press  release or public  announcement
which CGI and/or Paul or  Personals  Plus acting  through  Paul 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.

                         [Signatures begin on next page]

     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:     /s/ Gerard M. Jacobs
                                          ------------------------------
                                          Name:   Gerard M. Jacobs
                                          Title:  President

                                          PPI ACQUISITION SUB, INC.
                                          By:     /s/ Scott P. Mitchell
                                          -----------------------------
                                          Name:   Scott P. Mitchell
                                          Title:  President

                                          PERSONALS PLUS, INC.
                                          By:     /s/ Paul Widisky
                                          ------------------------
                                          Name:   Paul Widisky
                                          Title:  President

                                          /s/ Paul Widisky
                                          Paul Widisky, in his individual
                                          capacity and in his capacity as a
                                          Stockholder, director and officer
                                          of Personals Plus

                                  Schedule 4.1

Jurisdiction(s) in which Personals Plus is in good standing:

FLORIDA

                                Schedule 4.10(a)

Not applicable. Personals Plus does not own real property

                                Schedule 4.10(b)

Not applicable. Personals Plus does not lease real property.

                                  Schedule 4.11

                           Tangible Personal Property

1.       Rocky Dual Proc Server IIT
2.       Bullwinkle Dual Proc Server IIT
3.       NAS (Dell Lease)
4.       Nell Dual Pro Web Server
5.       Doo Right Dual Proc Web Server
6.       Barney, Betty, Fred, Wilma, Pebbles and
         Bam Bam Dual Proc Web Servers from Dell
7.       Database (Dell)
8.       Web Mux
9.       HP Superloader DLT Backup System
10.      Firewall
11.      Cisco Catalyst 3508G
12.      3 Power Strips (2) IIT
13.      Net Gear 24 Port Hub
14.      Tweety Mail Server (Sony Desktop)
15.      Two (2) Sony Laptops
16.      Sony Desktop 2.8 GHZ
17.      I MAG Flat Screen
18.      Computer EO-LLC
19.      Software-LLC
20.      Flat Screen Monitor
21.      Exabyte Tape Backup
22.      Quantum DLT Tape Reader
23.      Picture Poster Sony
24.      8 Proc Compaq
25.      NAS by Rackable
26.      Database by Rackable
27.      2 Dual Proc Super Micro Servers
28.      Gazoo Dual Proc Server Dell
29.      Exabyte Tape Back Up
30.      Quantum DLT 1 tape reader
31.      Lucent Partner Phone System - PBX (2 circuit boards) &
         10 phones Home phone system
32.      Linksys Router and Firewall - Home Network
33.      Linksys Hub - Home Network
34.      Desks are part of home office
35.      Brother MFC Fax/Copier/Scanner
36.      HP 2200dn Network Printer
37.      Old Picture posting server (Sony Desktop)
38.      T-mobile Ipaq
39.      Server Cabinet at home
40.      Laptops
41.      HP Multimedia Laptop - Paul's personal laptop
42.      Sony Laptop Ann's current PCG K15
43.      Toshiba Laptop (Paul)
44.      Dan's Dell Laptop - His personal laptop
45.      Mini Me Sony Laptop PCG V505BX
46.      Desktops
47.      Monitors
48.      All LCD Monitors
49.      KDS (Paul's)
50.      Mag (Dan's)
51.      2 Sony (Server cabinet at home & in closet)
52.      LCD Monitor in closer
53.      Ranger American Office NE
54.      Sony Desktops
          PCV-RX755 (2 of them:  1 on Dan's desk and one in server cabinet)
          PCV-RX580 (Paul's desk)
          PCV RX861 (in server cabinet)
          HP9680C
          HP Original Computer from MPI

                                  Schedule 4.14

Not  applicable.  Personals  Plus is not  required  to  possess a permit for the
conduct of the business.

                               Schedule 4.16(c)(a)

Personals  Plus  maintains  a vacation  policy  which  entitles  each  full-time
employee to ten (10)  vacation  days per year.  Any unused  vacation  days shall
carry over into the following year. The following is a list of accrued  vacation
days for each employee of Personals Plus:

                                            Paul S. Widisky
                                            Accrued Vacation: Three (3) weeks

                                            Elizabeth Ann Levengood
                                            Accrued Vacation: Two (2) weeks

                                            Daniel A. Jordon
                                            Accrued Vacation: Four (4) weeks

                                  Schedule 4.17

Not  applicable.  Personals Plus does not provide or make available any employee
benefit plan.

                                  Schedule 4.20

Not applicable. There are no actions pending or threatened, against, relating to
or affecting Personals Plus.
EXHIBIT 99.1

CGI Holding  Corporation  Acquires Ozona Online Network;  Acquisition of Leading
Technology Provider to be Immediately Accretive to 2005 Results

February 22, 2005 08:01:00 AM ET

CGI Holding Corporation CGIH(the "Company") today announced that the Company has
acquired Ozona Online Network,  Inc.  ("Ozline"),  a provider of a comprehensive
scope of online services including start to finish web design,  custom web based
applications,   database   systems,   managed  and  shared  hosting   solutions,
e-commerce,  and high-speed business Internet access (see  www.ozline.net).  The
Company  estimates  that  Ozline  will add  approximately  $300,000  per year in
pre-tax  earnings  to the  Company,  and  expects  the merger to be  immediately
accretive to its earnings.  The purchase  price was $300,000 in cash plus 75,358
shares of the Company's  restricted  common  stock.  The Company has also issued
warrants to purchase an aggregate of 60,000 shares of the  Company's  restricted
common stock at $5.30 per share to the stockholders of Ozline.

Founded in 1997 and based in Clearwater,  FL, Ozline has a satisfied client list
that reads like a Who's Who of innovative  companies  including  Canon,  Komatsu
USA,  Dale  Carnegie,  Quantum  Technology,  and other  clients  such as General
Electric, Ford Motor Company, and Marriott International through Ozline's Evigna
Digital Catalog product. Rick Anderson,  the founder of Ozline, will continue to
lead the  business  following  the  merger.  Rick  Anderson,  the CEO of Ozline,
explaining the rationale behind the merger, said,  "Combining the technology and
application  development solutions of Ozline with the proven marketing expertise
of WebSourced and MarketSmart Advertising, will allow us to provide the solution
to any client's needs. With our combined  services,  there really isn't anything
that we cannot offer a web-based client."

Gerard M. Jacobs,  the  Company's  CEO,  stated,  "After the problems our online
dating business encountered last September caused by multiple hurricanes, and in
light of the  continuing  growth we are  experiencing,  we became  determined to
strengthen our company's in-house technology  expertise in several areas. Ozline
is a key  piece of that  solution  for us,  and we are  fortunate  to have  Rick
Anderson as a new partner to help us continue to grow CGI."

"Driving the decision to acquire  Ozline was the ongoing need for technology and
hosting services that our businesses and our clients continually  require," adds
Scott  Mitchell,  CEO of the Company's  Cherish  subsidiary.  "Ozline offers the
technical  expertise and Internet  services that will make us more  effective at
realizing the growth that our subsidiaries and our clients have planned."

Steven "Pat" Martin,  the CEO of the  Company's  WebSourced  subsidiary,  added,
"Ozline's application  development and hosting services will allow WebSourced to
continue its drive to offer complete business solutions for its clients."

CGI  Holding  Corporation,  based  in Lake  Bluff,  IL (see  www.cgiholding.com)
currently has six subsidiaries:  WebSourced,  Inc., Morrisville, NC, a leader in
search  engine   optimization  and   pay-per-click   campaign   management  (see
www.websourced.com and www.keywordranking.com);  MarketSmart Advertising,  Inc.,
Rightstuff,  Inc.  d/b/a  Bright  Idea  Studios,  and Checkup  Marketing,  Inc.,
Raleigh,  NC, providing  world-class  off-line  advertising,  public  relations,
marketing,  branding and shopping evaluation services (see  www.marketsmart.net,
www.brightideastudios.com   and   www.checkupmarketing.com);    Cherish,   Inc.,
Clearwater, FL, a leading online dating company (see www.cherish.com); and Ozona
Online Network, Inc., Clearwater,  FL, providing a comprehensive scope of online
services  including start to finish web design,  custom web based  applications,
database  systems,  managed  and  shared  hosting  solutions,   e-commerce,  and
high-speed business Internet access (see www.ozline.net).

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

Contact  Information:  CGI Holding  Corporation  Gerard M. Jacobs,  847-615-2890
gjacobs@cgiholding.com    or    CEOcast,    Inc.    Ed    Lewis,    212-732-4300
elewis@ceocast.com  or WordSmith  Communications  Glenna  Musante,  919-782-2360
gmusante@marketsmart.net
EXHIBIT 99.2

CGI  Holding  Corporation   Acquires  Personals  Plus;   Accretive   Acquisition
Strengthens Company's Growing Portfolio of Online Dating Properties
February 22, 2005 07:00:00 AM ET

CGI Holding  Corporation  CGIH (the "Company")  today announced that the Company
has acquired  privately-held  Personals Plus, Inc. ("Personals Plus"), the owner
of several online dating and relationship  websites. The acquisition is expected
to significantly expand CGI's customer base in the area and to provide synergies
between  the  websites  that the  combined  companies  will  offer.  The Company
estimates  that  Personals  Plus will add  approximately  $1 million per year in
pre-tax  earnings  to the  Company,  and  expects  the merger to be  immediately
accretive to its earnings.

The purchase  price was  $2,262,500 in cash plus 426,244 shares of the Company's
restricted  common  stock.  The Company has also issued  warrants to purchase an
aggregate of 60,000 shares of the Company's restricted common stock at $5.30 per
share to the stockholder of Personals Plus.

Based  in  Apollo  Beach,  FL,  Personals  Plus has  grown  steadily  since  its
inception,  by  providing  lifestyle-oriented  web  services  focused  on online
personals and social  networking.  Paul Widisky,  the founder of Personals Plus,
will  continue to lead the business  following the merger.  Personals  Plus will
become a subsidiary of the Company's Cherish, Inc. subsidiary.

Gerard M. Jacobs, the Company's CEO, stated,  "Personals Plus nicely expands our
existing  portfolio of  profitable  online dating  services.  We look forward to
having Paul Widisky as one of our partners in continuing to build CGI."

Scott  Mitchell,   the  CEO  of  Cherish,  Inc.,  the  Company's  online  dating
businesses,  added,  "Personals Plus is an exciting  addition to the world-class
lineup of online dating and personal  relationship websites that we are building
at CGI. We see immense opportunity with the combining of Cherish's services with
those of Personals Plus."

Paul Widisky,  President and CEO of Personals Plus, said of the merger,  "We are
excited to enter this truly beneficial partnership.  Not only will we be able to
continue to grow,  but we will also be in a position  to utilize  the  marketing
expertise of WebSourced and MarketSmart Advertising."

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

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

Contact  Information:  CGI Holding  Corporation  Gerard M. Jacobs,  847-615-2890
gjacobs@cgiholding.com    or    CEOcast,    Inc.    Ed    Lewis,    212-732-4300
elewis@ceocast.com  or WordSmith  Communications  Glenna  Musante,  919-782-2360
gmusante@marketsmart.net