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 : JUNE 9, 2004

                       COMMISSION FILE NUMBER: 33-19980-D

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

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

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

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


Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBIT


                            ASSET PURCHASE AGREEMENT


This Asset Purchase Agreement (this "Agreement") is entered into effective as of
June 4, 2004, by and among

WebSourced,  Inc. (the "Buyer"), a North Carolina  corporation,  and CGI Holding
Corporation ("CGI"), a Nevada corporation and the corporate parent of the Buyer,

and

Jason  and  Shannon  Dowdell  (the  "Shareholders"),   and  Engine  Studio  Inc.
("Engine") sometimes d/b/a Global Promoter,  Inc. an unincorporated  division of
Engine (the Shareholders and Engine collectively, the "Sellers").

In consideration  of the mutual covenants and agreements  hereinafter set forth,
the Buyer and the Sellers hereby agree as follows, intending to be legally bound
hereby:

1.   The   Sellers   are   engaged   in   the   business   of   search    engine
enhancement/marketing/  optimization,  web  site  design/hosting/marketing,  and
other   web/internet-related   services  and  products,   and  related  business
activities (collectively, the "Business").

2. Upon the terms and subject to the conditions of this  Agreement,  the Sellers
shall sell,  transfer,  assign,  convey and deliver to the Buyer,  and the Buyer
shall purchase from the Sellers, on a going concern basis, free and clear of all
Indemnified  Liabilities  (as  defined  in  Paragraph  4  below)  of any  nature
whatsoever,  all of the business and  operations  of the Sellers  related to the
Business and all of the assets and  properties  of the Sellers of every kind and
description,  wherever located, real, personal or mixed, tangible or intangible,
that are a part of, used in connection  with or associated  with the Business as
the same shall exist on the date hereof (collectively,  the "Purchased Assets"),
including,  without limitation, all right, title and interest of the Sellers in,
to and under the assets  listed on Exhibit A attached  hereto and hereby  made a
part hereof,  and also to and under any and all of the  following  assets of the
Business  which  may  now  exist:  permits;  machinery;   equipment;  inventory;
furniture; phones; phone systems; computers; computer systems; servers; laptops;
displays;  tools; cash;  accounts  receivable;  exclusive rights to the Sellers'
websites, software, software programs, applications,  domain names, URLs, names,
trade names,  logos,  trademarks,  service  marks,  copyrights,  patents,  trade
secrets,  licenses and other  intellectual  property  used in the conduct of the
Business; mailing lists; telephone numbers; customers;  customer lists; reseller
relationships;  goodwill;  subscriber  lists;  processes;  manuals  or  business
procedures;  designs;  engineering  drawings  and  reports;  know-how  and other
proprietary  or  confidential  information  used in or relating to the Business;
books and records  (including  all data and other  information  stored on discs,
tapes or other  media) of the Sellers  relating to the  assets,  properties  and
operations of the  Business;  rights,  claims or causes of action  against third
parties relating to the assets, properties or operations of the Business arising
out of transactions  occurring prior to the date hereof;  all interest in and to
all  telephone,  telexes and  telephone  facsimile  numbers and other  directory
listings of the Business  and any assumed or  fictitious  names  relating to the
Business;  and all of the Sellers'  other  property and assets used or usable in
connection  with  the  operation  of the  Business,  except  only  those  assets
specifically identified as "Excluded Assets" in Paragraph 3 below.

3. Notwithstanding Paragraph 2 above, the Purchased Assets shall not include the
following  (herein referred to as the "Excluded  Assets"):  the corporate minute
book, stock transfer book and corporate seal of Engine.

4. The Buyer  shall not assume nor be  obligated  to pay,  perform or  otherwise
discharge  any  liabilities,  charges,  debts,  liens,  encumbrances,  lawsuits,
judgments,  obligations,  duties,  or claims of any kind or nature whatsoever of
any  of  the  Sellers,  direct  or  indirect,  known  or  unknown,  foreseen  or
unforeseen,  actual or  contingent,  including  but not limited to  liabilities,
obligations, losses, expenses, costs, claims, deficiencies and damages of any of
the Sellers in regard to: accounts payable; accrued expenses; judgments or liens
against the Sellers,  the Business or the  Purchased  Assets;  existing  leases;
personal or corporate  guarantees;  loans or other obligations owed to any bank,
other financial institution, or other lender; shareholder loans; payroll claims;
bonus and commission  claims;  unpaid payroll tax liabilities;  other unpaid tax
liabilities;  governmental fees, assessments or other liabilities of any nature;
fees owed to lawyers, accountants or other service providers; any liabilities or
obligations  arising from the violation or breach of, or default under, any law,
statute,  ordinance,  rule, regulation,  decree, writ,  injunction,  judgment or
order of any governmental  authority or of any arbitration award which is either
applicable  to,  binding upon or  enforceable  against any of the  Sellers,  the
Business,  or the  Purchased  Assets;  any contract,  agreement or  arrangement,
written or oral, which is applicable to, binding upon or enforceable against any
of the Sellers, the Business or the Purchased Assets;  pension or other employee
benefit plan  obligations;  accrued vacation or sick day benefits;  unemployment
compensation; employment discrimination claims; sexual harassment claims; breach
of contract claims; fraud claims; credit card chargebacks;  lawsuits, pending or
threatened;   stock  options;   stock  warrants;   phantom  stock  plans;  stock
appreciation  rights  or  plans;  deferred  compensation  agreements;   purchase
agreements;  consulting agreements; business broker fees; employment agreements;
severance  agreements or "change of control"  agreements of any nature;  and any
other liabilities of any nature whatsoever and claims of any nature  whatsoever,
asserted at any time,  in regard to the Sellers,  the Purchased  Assets,  or the
sale  and  purchase  of  the  Purchased  Assets  hereunder  (collectively,   the
"Indemnified Liabilities").

5. The Sellers hereby jointly and severally  represent,  warrant and covenant to
the Buyer and CGI as follows, as of the date hereof and as of the Closing:

(a) that Engine (the "Seller  Corporation")  is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Florida;
that the Seller  Corporation  has the  requisite  power and  authority to own or
lease its property and to carry on the Business as now being conducted; and that
there is no pending or threatened  proceeding for the dissolution,  liquidation,
insolvency,  bankruptcy or rehabilitation of the Seller Corporation, nor for the
insolvency or bankruptcy of the Shareholders;

(b) that each of the Sellers has the power and  authority to execute and deliver
this  Agreement,  to  perform  their  respective  obligations  hereunder  and to
consummate the transactions contemplated hereby; and that the Sellers have taken
all action  necessary to authorize the execution and delivery of this Agreement,
the performance of their respective  obligations  hereunder and the consummation
of the transactions  contemplated hereby; and that the Shareholders are resident
of the State of Florida and have the requisite competence to execute and deliver
this Agreement and to perform their obligations  hereunder and to consummate the
transactions contemplated hereby;

(c) that this  Agreement  has been duly  executed  and  delivered by each of the
Sellers and constitutes the legal, valid and binding obligation of each of them,
enforceable against them in accordance with its terms;

(d) that there are no proxies,  voting rights,  contracts or other agreements or
understandings  with respect to the voting shares of the Seller  Corporation  or
the transfer or use of the Business or the Purchased Assets;

(e) that the Shareholders  are the holders of all issued and outstanding  shares
of capital stock of the Seller Corporation, and the Shareholders own such shares
free and clear of all liens, restrictions and claims of any kind;

(f) that the  execution  and delivery of this  Agreement by each of the Sellers,
the performance by each of them of their  respective  obligations  hereunder and
the consummation by them of the transaction  contemplated by this Agreement will
not:  contravene any provision of the Articles of Incorporation or Bylaws of the
Seller Corporation;  violate or conflict with any law, statute, ordinance, rule,
regulation,  decree, writ, injunction,  judgment, bank loan agreement,  security
agreement,  or order of any governmental  authority or of any arbitration  award
which is either applicable to, binding upon or enforceable  against the Sellers;
conflict with,  result in any breach of, or constitute a default under,  or give
rise to a right to terminate, amend, modify, abandon or accelerate, any contract
or other agreement  which is applicable to, binding upon or enforceable  against
the Sellers,  the Business,  or the Purchased  Assets;  result in or require the
creation or  imposition of any lien upon or with respect to any of the Purchased
Assets;  require the consent,  approval,  authorization  or permit of, or filing
with or notification  to, any governmental  authority,  any court or tribunal or
any other person or entity; nor render any of the Sellers bankrupt or insolvent;

(g)  that  all  articles  of  incorporation,  bylaws,  minute  books,  financial
statements,  tax  returns,  accounts,  books,  ledgers and other  records of the
Sellers are in good order and have been fully,  properly and accurately kept and
completed in all material respects,  and fully and fairly reflect the results of
operations, transactions, properties, assets and liabilities of the Sellers;

(h)  that  the  Sellers  do not have any  liabilities  or  obligations,  whether
accrued,  absolute,  contingent or  otherwise,  arising from any interest in any
other corporation, partnership, joint venture or other business ventures;

(i) that there is no action,  suit, or other legal or administrative  proceeding
or governmental investigation pending or threatened, anticipated or contemplated
against,  by or affecting the Sellers or any of their  properties or assets,  or
which  question  the  validity  or  enforceability  of  this  Agreement  or  the
transaction  contemplated  hereby,  and to the  best  knowledge  of  each of the
Sellers,  there is no basis  for any of the  foregoing;  and that  there  are no
outstanding orders, decrees or stipulations issued by any governmental authority
in any  proceeding  to which any of the Sellers is or was a party which have not
been complied with in full or which continue to impose any material  obligations
on the Sellers;

(j) that the Sellers are and have at all times been in material  compliance with
all  environmental,  health and  safety  laws  governing  the  Business  and the
Purchased Assets;

(k) that the  Sellers  have good and  marketable  title to all of the  Purchased
Assets,  free and clear of any liens or  restrictions on use, that the Purchased
Assets are in good operating condition,  normal wear and tear excepted, and have
been  maintained  in  accordance  with sound  industry  practices,  and that the
Purchased Assets  constitute all of the assets and properties  necessary for the
conduct of the  Business of the Sellers in the manner in which and to the extent
to which the Business is currently being conducted;

(l) that the Seller are and have been in  compliance  in all  material  respects
with all laws,  regulations  and orders  applicable  to it,  their  Business and
operations, and the Purchased Assets;

(m) that the  Sellers are not subject to any  contract,  non-compete  agreement,
decree or injunction which restricts the continued  operation of the Business or
the expansion thereof to other  geographical  areas,  customers and suppliers or
lines of business;

(n) that the  Sellers are not a party to or bound by any  collective  bargaining
agreement or any other  agreement with a labor union,  nor any employee  benefit
plans or welfare plans;

(o) that all tax returns required to be filed in regard to the Sellers or any of
their respective income, properties,  Business,  Purchased Assets, or operations
have been properly  filed,  that all taxes due and payable by or with respect to
the Sellers,  the Business,  and the Purchased Assets have been fully paid as of
the date hereof and of the Closing;

(p) that no  current  customer,  employee,  supplier  or other  person or entity
involved in the conduct of the Business will or has  threatened to terminate its
business relationship with the Sellers for any reason;

(q) that the  Sellers  have not  incurred  any  obligation  for any  finder's or
broker's or agent's fees or  commissions or similar  compensation  in connection
with the transactions contemplated hereby; and

(r) that none of the foregoing representations,  warranties and covenants of the
Sellers  contains any untrue  statement of a material fact or omits any material
fact necessary to make the information contained therein not misleading.

6. Each of the Sellers hereby agrees to jointly and severally indemnify,  defend
and  hold  harmless  the  Buyer,  CGI and  each of  their  respective  officers,
directors and  shareholders,  from and against the  Indemnified  Liabilities and
from and against all liabilities,  obligations, losses, expenses, costs, claims,
deficiencies  and damages  incurred  or  suffered by the Buyer,  CGI and each of
their respective officers, directors and shareholders, resulting from any breach
of any of the representations, warranties and covenants of the Sellers contained
in  Paragraph  5  above  (collectively,   "Indemnified  Damages"),  without  any
limitations or qualifications  whatsoever,  and as an express  inducement to the
Buyer to enter into this Agreement and to CGI to consent to this Agreement, each
of  the  Sellers   hereby  waives  any  and  all  arguments,   grounds,   facts,
circumstances,  reasons, basis, and defenses whatsoever, whether based in law or
in equity,  regarding  the full force and effect and legally  binding  nature of
said  agreement of each of the Sellers to indemnify and hold harmless the Buyer,
CGI and  each of their  respective  officers,  directors  and  shareholders,  as
aforesaid.  This  indemnification  provision  shall  survive  the closing of the
purchase of the Purchased  Assets (the  "Closing") and any  termination of Jason
Dowdell's  employment  relationship with the Buyer. The Buyer and CGI shall have
the  right,  but not the  obligation,  to cause the  Sellers  to  satisfy  their
indemnification  obligations  hereunder  by  canceling  the  Share  Certificates
delivered  to the  Sellers  pursuant  to  Paragraph  7(a)  below,  by  canceling
Contingent Share  Certificates  earned by the Sellers pursuant to Paragraph 7(b)
below, or by canceling  Warrants earned by Jason Dowdell pursuant to Paragraph 8
below, dollar-for-dollar based upon the Closing price of CGI common stock on the
date that any of the Indemnified Liabilities or Indemnified Damages are incurred
or paid by the Buyer,  CGI or any of their  respective  officers,  directors  or
shareholders.  Any  of  the  Sellers'  indemnification  obligations  under  this
Paragraph that are not satisfied via the cancellation of the Share Certificates,
Contingent Share Certificates  earned by the Sellers or Warrants earned by Jason
Dowdell  as  aforesaid  shall be paid by the  Sellers  personally,  jointly  and
severally.

7. The purchase  price for the Purchased  Assets shall be calculated and paid as
follows, subject to Paragraph 9 below:

(a)  At  the  Closing,   the  Buyer  shall   deliver  to  the  Sellers  a  stock
certificate(s)  in the name of the Sellers jointly (or as otherwise  directed by
the Sellers below)  representing an aggregate of Forty Thousand  (40,000) shares
of common stock of CGI (the "Share Certificates"); and

(b) At the Closing,  the Buyer shall  deliver to a reputable  third party escrow
agent selected by CGI (the "Escrow Agent") three stock certificates, each in the
name of the Sellers  jointly  (or as  otherwise  directed by the Sellers  below)
representing  Twenty  Thousand  (20,000) shares of common stock of CGI, or sixty
thousand (60,000) in total (the "Contingent Share Certificates"). The Contingent
Share  Certificates  shall be held in  escrow  by the  Escrow  Agent  under  the
following terms and conditions:

(1) Prior to the  Closing  and  within the first six (6)  months  following  the
Closing certain new paying customers of the Buyer's  KeywordRanking.com  service
will be generated via leads supplied by the Sellers, under signed contracts each
with a term of at least six (6) months or more,  thereby  generating  an average
monthly revenue stream for the Buyer during each of the first  twenty-four  (24)
full  calendar  months  following  the  six-month  anniversary  of the  Closing,
hereafter  referred  to as the  "Average  Monthly  Revenue  Stream"),  it  being
expressly  acknowledged  and  agreed  by the  Buyer  and  the  Sellers  that  in
calculating  the Average  Monthly  Revenue  Stream each  payment  pursuant to an
advance  payment  contract,  prepaid  contract  and/or annual  contract shall be
prorated on a monthly basis over the term of such contract;

(2) If the actual Average Monthly Revenue Stream, as certified in writing to CGI
by its independent certified public accountants,  is less than Four Thousand Six
Hundred  Sixty-Six Dollars  Sixty-Six Cents  ($4,666.66),  then the Escrow Agent
shall  return to CGI all  three (3) of the  Contingent  Share  Certificates  for
cancellation;

(3) If the actual Average Monthly Revenue Stream, as certified in writing to CGI
by its independent  certified public  accountants,  is Four Thousand Six Hundred
Sixty-Six  Dollars  Sixty-Six  Cents  ($4,666.66)  or higher  but less than Nine
Thousand Three Hundred Thirty-Three Dollars Thirty-Three Cents ($9,333.33), then
the  Escrow  Agent  shall  return  to  CGI  two  (2)  of  the  Contingent  Share
Certificates for cancellation, and shall deliver one (1) of the Contingent Share
Certificates to the Sellers;

(4) If the actual Average Monthly Revenue Stream, as certified in writing to CGI
by its independent certified public accountants,  is Nine Thousand Three Hundred
Thirty-Three  Dollars  Thirty-Three  Cents  ($9,333.33)  or higher but less than
Fourteen  Thousand Dollars  ($14,000.00),  then the Escrow Agent shall return to
CGI one (1) of the Contingent  Share  Certificates for  cancellation,  and shall
deliver two (2) of the Contingent Share Certificates to the Sellers; and

(5) If the actual Average Monthly Revenue Stream, as certified in writing to CGI
by its independent  certified public  accountants,  is Fourteen Thousand Dollars
($14,000.00)  or higher,  then the Escrow Agent shall deliver to the Sellers all
three (3) of the Contingent Share Certificates.

8. A bona fide, full time relocation of the Shareholders and their children (the
"Shareholder  Family"),  from Florida to Raleigh, North Carolina, is hereinafter
referred to as the "Shareholder Family Relocation". As used in this Paragraph 8,
the term  "Warrants"  means warrants to purchase  shares of common stock of CGI,
each  of  which  warrants  shall  be  exercisable,   after  vesting,  until  its
termination  date,  at a specified  exercise  price (strike  price),  subject to
appropriate  adjustments for stock  dividends,  stock splits and other corporate
events  following  the date  hereof,  and  further  subject  to other  terms and
conditions  typically  contained  in  CGI's  form  of  employee  stock  warrants
including but not limited to the condition that each warrant shall  terminate if
it is not exercised  within thirty (30) days following  Jason Dowdell's last day
of employment by a subsidiary of CGI, and further subject to Paragraph 9 below.

(a) If Jason Dowdell works continuously for the Buyer following the Closing, and
if the  Shareholder  Family  Relocation as certified by the Buyer's  Director of
Human  Resources  occurs  and is  fully  completed  on a date  (the  "Relocation
Completion  Date") during the period commencing on the Closing and ending on the
last day of the fourteenth (14th) full calendar month following the Closing, and
if the entire  Shareholder  Family  remains  bona fide  full-time  residents  of
Raleigh, North Carolina following the Relocation Completion Date, then CGI shall
issue Warrants to Jason Dowdell as follows:

                Number         Exercise Price
Date            of Shares     (Strike Price) of
of              Covered        Shares Covered      Vesting        Termination
Warrant         By Warrant     By Warrant          Date              Date

Relocation       16,667          Average closing   First            Fifth
Completion                       price of CGI      anniversary      anniversary
Date                             common stock on   of the           of the
                                 the five trading  Relocation       Relocation
                                 days immediately  Completion       Completion
                                 preceding the     Date             Date
                                 Relocation
                                 Completion
                                 Date

First            16,667          Average closing   Second           Sixth
anniversary                      price of CGI      anniversary      anniversary
of the                           common stock on   of the           of the
Relocation                       the five trading  Relocation       Relocation
Completion                       days immediately  Completion       Completion
Date                             preceding the     Date             Date
                                 first anniversary
                                 of the
                                 Relocation
                                 Completion
                                 Date

Second           16,667          Average closing   Third            Seventh
anniversary                      price of CGI      anniversary      anniversary
of the                           common stock on   of the           of the
Relocation                       the five trading  Relocation       Relocation
Completion                       days immediately  Completion       Completion
Date                             preceding the     Date             Date
                                 second anniversary
                                 of the
                                 Relocation
                                 Completion
                                 Date

(b) If Jason Dowdell works continuously for the Buyer following the Closing, and
if the Relocation  Completion Date is during the period  commencing on the first
day of the fifteenth (15th) full calendar month following the Closing and ending
on the last day of the  twenty-fourth  (24th) full calendar month  following the
Closing,  and if the  entire  Shareholder  Family  remains  bona fide  full-time
residents of Raleigh,  North Carolina following the Relocation  Completion Date,
then CGI shall issue Warrants to Jason Dowdell as follows:

                  Number           Exercise Price
Date              of Shares        (Strike Price) of
of                Covered          Shares Covered     Vesting      Termination
Warrant           By Warrant       By Warrant          Date            Date

Relocation        8,333            Average closing   First          Fifth
Completion                         price of CGI      anniversary    anniversary
Date                               common stock on   of the         of the
                                   the five trading  Relocation     Relocation
                                   days immediately  Completion     Completion
                                   preceding the     Date           Date
                                   Relocation
                                   Completion
                                   Date

First             8,333            Average closing   Second         Sixth
anniversary                        price of CGI      anniversary    anniversary
of the                             common stock on   of the         of the
Relocation                         the five trading  Relocation     Relocation
Completion                         days immediately  Completion     Completion
Date                               preceding the     Date           Date
                                   first anniversary
                                   of the
                                   Relocation
                                   Completion
                                   Date

Second            8,333            Average closing   Third          Seventh
anniversary                        price of CGI      anniversary    anniversary
of the                             common stock on   of the         of the
Relocation                         the five trading  Relocation     Relocation
Completion                         days immediately  Completion     Completion
Date                               preceding the     Date           Date
                                   second anniversary
                                   of the
                                   Relocation
                                   Completion
                                   Date

9. The number of shares of CGI common  stock  covered by the Share  Certificates
and the Contingent  Share  Certificates  referred to in Paragraphs 7(a) and 7(b)
above,  and the number of shares of CGI  common  stock  covered by the  Warrants
referred to in Paragraph 8 above,  in all cases will be subject to adjustment to
reflect any stock splits,  stock dividends or  recapitalization of CGI following
the date hereof.  For  example,  if prior to the Closing CGI effects its planned
1-for-5 reverse stock split, then the number of shares of CGI common stock to be
delivered by the Buyer to the Sellers at the Closing  pursuant to Paragraph 7(a)
above  evidenced by the Share  Certificates  will be reduced to 40,000/5 = 8,000
shares of common  stock of CGI.  The shares of CGI common  stock  covered by the
Share  Certificates  and  the  Contingent  Share  Certificates  referred  to  in
Paragraphs  7(a) and 7(b) above and the shares of CGI common stock issuable upon
the  exercise  of the  Warrants  referred  to in  Paragraph  8  above,  will  be
unregistered,  restricted  stock and will be legended to that  effect,  and such
shares  of stock and the  Warrants  referred  to in  Paragraph  8 above  will be
legended  in  regard to the  potential  for  cancellation  thereof  pursuant  to
Paragraphs 6 and 7 above and Paragraph 11 below.

10.  Jason  Dowdell  shall be offered  employment  by the Buyer as a  Divisional
Director at a base salary of One Hundred Twenty Thousand Dollars  ($120,000) per
year,  plus family health and dental  benefits.  Jason Dowdell shall work out of
space approved by the Buyer, provided that Jason Dowdell acknowledges and agrees
that,  prior to the  completion  of the  Shareholder  Family  Relocation,  Jason
Dowdell will be obligated to spend at least five (5) business  days per calendar
month working at the Buyer's  headquarters  in Raleigh,  North  Carolina.  Jason
Dowdell will be eligible for bonuses based upon  outstanding  performance in the
sole  discretion of the Buyer's  President and Chief  Executive  Officer.  Jason
Dowdell's  duties and  responsibilities  as a  Divisional  Director of the Buyer
shall include, but not be limited to the following:

(a) Maximizing the number of paid users of TurboPromoter.com;

(b)   Maximizing   the  value  of  the  customers  of   GlobalPromoter.com   and
TurboPromoter.com in regard to Keywordranking.com's SEO and PPC capabilities;

(c)  Research  for, and  publicity  and  promotion  of,  Keywordranking.com  and
TurboPromoter.com   in   writing,   speaking   engagements   and  SEO   industry
associations, in conjunction with Andy Beal; and

(d) Researching, developing, implementing and managing new products and services
for Keywordranking.com.

11. The Shareholders  acknowledge that as a publicly traded company  functioning
under  the  recently  enacted  Sarbanes-Oxley  Act,  CGI  and  its  subsidiaries
including the Buyer are subject to close scrutiny  regarding  their  activities,
internal   financial   controls,   and  public  comments  and  disclosures.   To
appropriately  protect  CGI  and  its  subsidiaries  including  the  Buyer,  the
Shareholders expressly acknowledge and agree as follows:

(a) Jason  Dowdell's  employment by the Buyer as a Divisional  Director shall be
full time employment.  During the period of such employment by the Buyer,  Jason
Dowdell  shall not have,  provide  or  perform  any  work,  advice,  assistance,
consultation,  analysis, input, participation, or interest whatsoever (including
but not  limited  to any  financial  interest,  direct  or  indirect,  legal  or
beneficial)  in or for  the  benefit  of  any  corporation,  partnership,  joint
venture,  limited liability company,  sole  proprietorship,  or any other entity
whatsoever,  whether  for-profit or non-profit  and regardless of whether or not
such entity competes against the Business,  excepting  volunteer  activities for
local churches or schools and passive real estate  investments or investments in
publicly traded stocks  provided that such volunteer  activities and investments
do not interfere with the performance of Jason Dowdell's work for the Buyer, and
excepting  activities  following the Closing  necessary to properly  wind-up and
dissolve the Selling Corporation. If during the period of such employment by the
Buyer, Jason Dowdell violates this Paragraph 11(a), then following  discovery of
the violation the Shareholders  shall immediately pay and turn over to the Buyer
any and all software, software programs, other work product, copyrights,  domain
names, contract rights,  accounts receivable,  cash, stock,  options,  warrants,
membership interests, other interests, salary, bonuses, royalties,  commissions,
fees and any and all other assets,  consideration and compensation of any nature
whatsoever  which has been  obtained  by the  Sellers or any of their  immediate
family members or affiliates  (directly or indirectly,  legally or beneficially)
in regard to such violation, and in addition the Buyer shall have the unilateral
right to cancel  any of the  Share  Certificates  delivered  by the Buyer to the
Sellers  pursuant to Paragraph 7(a) above that are still held by any of them, to
cancel Contingent Share Certificates earned by the Sellers pursuant to Paragraph
7(b) above,  and/or to cancel any Warrants  earned by Jason Dowdell  pursuant to
Paragraph 8 above,  all as  liquidated  and  punitive  damages in regard to such
violation.  Without limiting the generality of the foregoing,  the Buyer and the
Shareholders  acknowledge and agree: that Shannon Dowdell solely owns,  controls
and operates an  entity/website  called  gogoMama.com,  and that  following  the
Closing  Shannon  Dowdell  shall be  permitted  to continue to own,  control and
operate gogoMama.com; but that Jason Dowdell shall not be involved to any degree
whatsoever in gogoMama.com;

(b) During and following any  termination of Jason  Dowdell's  employment by the
Buyer for any reason and under any circumstances whatsoever:

(1) the Shareholders shall refrain from making any public or private disclosures
regarding  the  Buyer,   CGI  or  their   respective   officers,   directors  or
shareholders,  except  disclosures of such information as may have been publicly
disclosed by CGI or its  subsidiaries  including  the Buyer from time to time in
press releases or in filings with the U.S.  Securities and Exchange  Commission,
and except as may be required by applicable law or court order; and

(2) the  Shareholders  shall refrain from making  public or private  disparaging
remarks  regarding the Buyer,  CGI or their  respective  officers,  directors or
shareholders.

12.  At the  Closing,  the  Sellers  shall  cause  any and all fees  owed to any
business broker or consultant employed by the Sellers, to be paid off in full.

13. The execution and closing of this Agreement and the transaction contemplated
hereby  shall be deemed for all  purposes  to have taken  place on June 4, 2004,
notwithstanding  the fact  that the Share  Certificates,  the  Contingent  Share
Certificates  and the Warrants  referred to in Paragraph  7(a), 7(b) and 8 above
will not be  delivered  until  after  June 4,  2004,  and in any  event  only in
accordance with the terms and conditions of this Agreement.

14. During the period between April 1, 2004, and the Closing:

(a) The Sellers shall operate Engine,  GlobalPromoter.com  and TurboPromoter.com
solely in the ordinary  course of that Business  consistent with past practices.
Without limiting the generality of the foregoing, during such period there shall
not  be  any  material   increases  or   decreases  in   compensation,   capital
expenditures,  asset  sales  or  affiliate  transactions  involving  any  of the
Sellers,  nor shall there be any unusual  cash  withdrawals,  unusual  payments,
unusual  contracts or contract  provisions,  or other  unusual  transactions  or
business practices  involving the Sellers,  excepting only that Jason Dowdell is
free to  convert  as many as  possible  of the users of  TurboPromoter.com  into
paying customers of TurboPromoter.com under signed contracts each with a term of
six (6) months or more so as to maximize the Average  Monthly  Residual  Revenue
Stream as  contemplated  by  Paragraph  7(b) above,  and to generate  new paying
customers of the Buyer's  KeywordRanking.com  service by supplying  leads to the
Buyer so as to maximize the Average  Monthly  Profit Stream as  contemplated  by
Paragraph 7(b) above; and

(b)  The  Sellers  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
the Buyer and CGI)  regarding a  disposition  of the  Business or the  Purchased
Assets,  the sale of the stock of Engine,  or any other actions which might have
the effect of impeding,  delaying or making more costly the sale and purchase of
the Assets as contemplated hereby.

15. The  obligation  of the parties to proceed  forward with the  execution  and
Closing of this Agreement shall be contingent upon the following:

(a) the  representations,  warranties and covenants of the Sellers  contained in
Paragraph 5 hereof being true and correct in all respects as of the Closing, and
no material  adverse event having  occurred in regard to the  Shareholders,  the
Business or the Purchased  Assets during the period from the date hereof through
the date of the Closing;

(b) no  material  adverse  event  having  occurred in regard to the Buyer or CGI
during the period from the date hereof through the date of the Closing;

(c) the Sellers  signing and  delivering to the Buyer a Bill of Sale in the form
of Exhibit B  attached  hereto and  hereby  made a part  hereof,  and such other
documents as the Buyer may reasonably  request or as may be otherwise  necessary
to evidence and effect the sale, assignment,  transfer,  conveyance and delivery
of the  Purchased  Assets  to the  Buyer,  free and  clear of any and all  liens
whatsoever;

(d) Jason  Dowdell  signing  and  delivering  to the Buyer the  Confidentiality,
Inventions  and  Non-Competition  Agreement  in the form of  Exhibit C  attached
hereto and hereby made a part hereof;

(d) the Buyer and CGI having completed their due diligence  investigation of the
Sellers,  the  Business and the Assets,  including  but not limited to the past,
present and future  prospects  and  relationships  between the Sellers and their
customers, and the results of such investigation being satisfactory to the Buyer
and CGI in their sole discretion;

(e) all material third party approvals  having been obtained,  including but not
limited to the  approvals of the Boards of  Directors  of Engine,  the Buyer and
CGI; and

(f) the Buyer and its auditors  shall have  completed and delivered to the Buyer
and CGI a review of the Sellers' financials and internal financial controls, and
such review shall be acceptable to the Buyer and CGI in their sole discretion.

16. Each party shall execute and deliver such  additional  instruments and other
documents and shall take such further actions as may be necessary or appropriate
to effectuate,  carry out and comply with all of the terms of this Agreement and
the transactions contemplated hereby.

17. The Sellers shall be liable for and shall pay all federal, state, county and
local  taxes and  assessments  of any type  applicable  to the  Business  or the
Purchased Assets attributable to all periods up to and through the Closing.

18. Either party may terminate this Agreement  without payment or penalty if the
Closing of this transaction does not occur on June 4, 2004.

19. All notices or other communications required or permitted hereunder shall be
in writing and shall be deemed given, delivered and received: when delivered, if
delivered  personally;  or one (1) day after delivery to Federal  Express or UPS
for  overnight  delivery;  or four (4)  days  after  mailing  by  registered  or
certified mail, postage prepaid, return receipt requested; addressed as follows:

If to the Buyer and CGI:

                                         S. Patrick Martin
                                         WebSourced, Inc.
                                         300 Perimeter Park Drive, Suite D
                                         Morrisville, IL  27560

                                         and

                                         Gerard M. Jacobs
                                         CGI Holding Corporation
                                         520 Lake Cook Road, Suite 690
                                         Deerfield, Illinois  60015

                     If to the Sellers:

                                         Jason and Shannon Dowdell
                                         1055 New Hampton Way
                                         Merritt Island, FL  32953

20. This Agreement shall be legally binding upon and inure to the benefit of the
parties hereto and their respective successors, heirs and representatives.  This
Agreement shall not be assignable.  This Agreement shall not be amended, waived,
modified or  supplemented  except by a written  instrument  signed by all of the
parties.

21. This Agreement and the Exhibit hereto  contain the entire  understanding  of
the parties hereto with regard to the subject  matter herein,  and supersede all
prior conversations,  agreements, understandings or letters of intent between or
among any of the parties hereto.  It is expressly agreed and acknowledged by the
Sellers that following the Closing the Buyer shall have no further  financial or
contractual  obligations to the Sellers  whatsoever in regard to the Business or
the Purchased Assets except as expressly set forth in this Agreement.

22. Each party  shall pay all costs and  expenses  incident to its  negotiation,
preparation and execution of this  Agreement,  including the fees of its lawyers
and accountants.

23. This  Agreement may be executed in one or more  counterparts,  each of which
shall be considered an original instrument. Faxed signatures shall be considered
originals.

24. This  Agreement  shall be governed by and construed in  accordance  with the
internal  laws (as opposed to the conflicts of law  provisions)  of the State of
North Carolina.

25. Each party  hereby  irrevocably  submits in any suit,  action or  proceeding
arising  out of or related to this  Agreement  or the  transaction  contemplated
hereby to the jurisdiction of the United States District Courts located in North
Carolina  and the  jurisdiction  of any  court of the  State  of North  Carolina
located  in  Raleigh,  North  Carolina,  and  waive  any and all  objections  to
jurisdiction that they may have under the laws of the State of North Carolina or
of the United States.

26. Time shall be of the essence in the  performance  of all  obligations  under
this Agreement.

27. The Sellers hereby acknowledge, agree and direct that the Share Certificates
and the  Contingent  Share  Certificates  referred to in Paragraph 7(a) and 7(b)
above shall be titled exactly as follows: Jason Dowdell.

IN WITNESS  WHEREOF,  the Buyer and the Sellers,  intending to be legally  bound
hereby, have executed this Agreement as of June 4, 2004.

                           WEBSOURCED, INC.


                           By:      _______________________________
                                    S. Patrick Martin,
                                    President and Chief Executive Officer

                           CGI HOLDING CORPORATION


                           By:      _______________________________
                                    Gerard M. Jacobs
                                    President and Chief Executive Officer








___________________________
Jason Dowdell, in his individual capacity


___________________________
Shannon Dowdell, in her individual capacity

ENGINE STUDIO INC.


By:_________________________
Jason Dowdell, in his capacity as a shareholder,
officer and director of Engine Studio Inc.

By:_________________________
Shannon Dowdell, in her capacity as a
shareholder, officer and director of Engine Studio
Inc.

                      Exhibit A to Asset Purchase Agreement

                                PURCHASED ASSETS


1. All of the assets used in or  associated  with the business of Engine  Studio
Inc., sometimes d/b/a Global Promoter, Inc. an unincorporated division of Engine
Studio Inc.

2.  All  of  the  assets   used  in  or   associated   with  the   business   of
GlobalPromoter.com

3.  All  of  the  assets   used  in  or   associated   with  the   business   of
TurboPromoter.com

Including but not limited to:

1.       All Current GlobalPromoter.com users (Approx. 8,000)
2.       All new members and
a.       All future custom quote requests
b.       All future partnership & private label requests
c.       All future email addresses
d.       All future free site submission requests
e.       All future ranking report requests
f.       All future leads generated
3.       Knowledge Base Application
a.       Site Spider
b.       Tools
c.       Dictionary
d.       Help System
e.       Articles
f.       Project Management Application
4.       EngineStudio.com (pr7), GlobalPromoter.com (pr7) & Intranet Apps
a.       Contact admin
b.       Mailing list admin
c.       Email campaign admin
d.       Directory admin
e.       News admin
f.       Kb admin
g.       SEO project admin
h.       Tutorial admin
i.       Security admin
j.        GlobalPromoter.com (pr7)
k.       Site
i.       Content
ii.      Urls
iii.     Marketing collateral
l.       TurboPromoter.com (newsite)
5.       Domain Names (Approx. 54)
6.       ReSellers Network
a.       Ah-Ha
b.       New Media Gateway
c.       Y2Marketing
d.       CNIWeb
e.       Unleashed Media
f.       CFDynamics
g.       An hosts
h.       Net Directive Tech
i.       Skip Quinn - WSI franchise fulfillment center
j.       More
7.       GP Server (Brand New Dell)
8.       Software Licenses
a.       Optilink
b.       Web Position Gold
c.       Trellian SubmitWolf
9.       Domain Names
----------------------                                -------------------------
BreakingRank.com                                        SEODatabase.com
BreakingRank.net                                        SEODatabase.net
BreakingRank.org                                        SEODatabase.org

EngineStudio.com                                        SEODB.COM
EngineStudio.net                                        SEODB.NET
                                                        SEODB.ORG
EWebSiteTraffic.com
                                                        SEOKB.COM
GlobalPromoter.com                                      SEOKB.NET
GlobalPromoter.net                                      SEOKB.ORG
GlobalPromoter.org
                                                        SEOKnowledge.com
GoogleRankingReport.com                                 SEOKnowledge.net
GoogleRankingReport.net                                 SEOKnowledge.org
GoogleRankingReport.org
                                                        SEOProgram.com
OptimizationHelp.com                                    SEOProgram.net
OptimizationHelp.net                                    SEOProgram.org
OptimizationHelp.org
                                                        SEOTool.com
OptimizationVideo.com                                   SEOTool.net
OptimizationVideo.net                                   SEOTool.org
OptimizationVideo.org
                                                        SEOTutorial.com
PromotionHelp.com                                       SEOTutorial.net
PromotionHelp.net                                       SEOTutorial.org
PromotionHelp.org
                                                        SEOVideo.com
SearchEngineMarketingTools.com                          SEOVideo.net
SearchEngineMarketingTools.net                          SEOVideo.org
SearchEngineMarketingTools.org
                                                        TurboPromoter.com
SearchMercial.com                                       TurboPromoter.net
                                                        TurboPromoter.org
SEOAudit.com
SEOAudit.net                                            WebSiteRankingReport.com
SEOAudit.org                                            WebSiteRankingReport.net
                                                        WebSiteRankingReport.org
SEOCodeOfEthics.com
SEOCodeOfEthics.net                                     WoldPay.com
SEOCodeOfEthics.org                                     WoldPay.net
                                                        WoldPay.org

                      Exhibit B to Asset Purchase Agreement


                                  BILL OF SALE


This Bill of Sale dated June 4, 2004 is executed and delivered by,

Engine  Studio,  Inc, a Florida  corporation,  (Engine)  sometimes  d/b/a Global
Promoter,  Inc., an  unincorporated  division of Engine),  and Jason Dowdell and
Shannon Dowdell  ("Shareholders"),  (Engine and Shareholders  collectively,  the
"Sellers"),

and

WebSourced,  Inc. (the "Buyer"),  a North Carolina  corporation  and CGI Holding
Corporation ("CGI"), a Nevada corporation and the corporate parent of the Buyer.

All capitalized words and terms used in this Bill of Sale and not defined herein
shall  have the  respective  meanings  ascribed  to them in the  Asset  Purchase
Agreement   dated  June  4,  2004   between  the  Sellers  and  the  Buyer  (the
"Agreement").

WHEREAS,  pursuant to the Agreement,  the Sellers have agreed to sell, transfer,
convey,  assign  and  deliver to the Buyer  substantially  all of the assets and
business of the Sellers;

NOW,  THEREFORE,  for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  Sellers  hereby  agree as
follows:

1. The Sellers hereby sell, transfer,  convey,  assign and deliver to the Buyer,
its  successors and assigns,  to have and to hold forever,  all of the Purchased
Assets including without limitation the assets listed on Exhibit "A" hereto.

2. The Sellers  hereby  covenant and agree that they will, at the request of the
Buyer and without  further  consideration,  execute and deliver,  and will cause
their  employees  to  execute  and  deliver,  such  other  instruments  of sale,
transfer,  conveyance  and  assignment,  and  take  such  other  action  as  may
reasonably be necessary to more effectively sell, transfer,  convey,  assign and
deliver to, and vest in, the Buyer,  its  successors and assigns,  good,  clear,
record and marketable  title to the Purchased  Assets hereby sold,  transferred,
conveyed,  assigned and delivered, or intended so to be, and to put the Buyer in
actual  possession  and  operating  control  thereof,  to  assist  the  Buyer in
exercising  all rights  with  respect  thereto  and to carry out the purpose and
intent of the Agreement.

3. The Sellers does hereby  irrevocably  constitute  and appoint the Buyer,  its
successors  and  assigns,  its true and  lawful  attorney,  with  full  power of
substitution, in its name or otherwise, and on behalf of the Sellers, or for its
own use, to claim, demand, collect and receive at any time and from time to time
any and all assets,  properties,  claims, accounts and other rights, tangible or
intangible,  hereby sold,  transferred,  conveyed,  assigned and  delivered,  or
intended  so to be,  and to  prosecute  the same at law or in equity  and,  upon
discharge  thereof,  to  complete,  execute and  deliver  any and all  necessary
instruments of satisfaction and release.

4. The Sellers,  by their  execution of this Bill of Sale, and the Buyer, by its
acceptance  of this Bill of Sale,  each  hereby  acknowledges  and  agrees  that
neither the  representations  and  warranties nor the rights and remedies of any
party under the Agreement shall be deemed to be enlarged, modified or altered in
any way by this instrument.

IN WITNESS  WHEREOF,  Sellers and Buyer have each caused their  respective  duly
authorized  officers and  shareholders  to execute and deliver this Bill of Sale
all as of the day first above written.

     SELLERS: ENGINE STUDIO, INC., sometimes d/b/a GLOBAL
     PROMOTER INC. (an unincorporated division), JASON DOWDELL
     and SHANNON DOWDELL, in their individual capacities and
     in their capacity as shareholders, directors and officers
     of Engine Studio, Inc.


     By:
         ---------------------------------------------------
             Name: Jason Dowdell, in his individual capacity
             and in his capacity as a shareholder, President
             and a director of Engine Studio, Inc.

             __________________________________
     By:     Name: Shannon Dowdell, in her individual capacity
             and in her capacity as a shareholder and a
             director of Engine Studio, Inc.

     BUYER:

     WEBSOURCED, INC. and
     CGI HOLDING CORPORATION


     By:
         ---------------------------------------------------
             Name: S. Patrick Martin
             Title: President, CEO and a director of
             WebSourced, Inc.

     By:     ___________________
             Gerard M. Jacobs
             President and CEO of
             CGI Holding Corporation, and a director of
             WebSourced, Inc.

                           Exhibit "A" to Bill of Sale

                                PURCHASED ASSETS


1. All of the assets used in or  associated  with the business of Engine  Studio
Inc., sometimes d/b/a Global Promoter, Inc. an unincorporated division of Engine
Studio Inc.

2.  All  of  the  assets   used  in  or   associated   with  the   business   of
GlobalPromoter.com

3.  All  of  the  assets   used  in  or   associated   with  the   business   of
TurboPromoter.com


Including but not limited to:

10.      All Current GlobalPromoter.com users (Approx. 8,000)
11.      All new members and
a.       All future custom quote requests
b.       All future partnership & private label requests
c.       All future email addresses
d.       All future free site submission requests
e.       All future ranking report requests
f.       All future leads generated
12.      Knowledge Base Application
a.       Site Spider
b.       Tools
c.       Dictionary
d.       Help System
e.       Articles
f.       Project Management Application
13.      EngineStudio.com (pr7), GlobalPromoter.com (pr7) & Intranet Apps
a.       Contact admin
b.       Mailing list admin
c.       Email campaign admin
d.       Directory admin
e.       News admin
f.       Kb admin
g.       SEO project admin
h.       Tutorial admin
i.       Security admin
j.        GlobalPromoter.com (pr7)
k.       Site
i.       Content
ii.      Urls
iii.     Marketing collateral
l.       TurboPromoter.com (newsite)
14.      Domain Names (Approx. 54)
15.      ReSellers Network
a.       Ah-Ha
b.       New Media Gateway
c.       Y2Marketing
d.       CNIWeb
e.       Unleashed Media
f.       CFDynamics
g.       An hosts
h.       Net Directive Tech
i.       Skip Quinn - WSI franchise fulfillment center
j.       More
16.      GP Server (Brand New Dell)
17.      Software Licenses
a.       Optilink
b.       Web Position Gold
c.       Trellian SubmitWolf
18.      Domain Names
--------------------------                              -----------------------
BreakingRank.com                                        SEODatabase.com
BreakingRank.net                                        SEODatabase.net
BreakingRank.org                                        SEODatabase.org

EngineStudio.com                                        SEODB.COM
EngineStudio.net                                        SEODB.NET
                                                        SEODB.ORG
EWebSiteTraffic.com
                                                        SEOKB.COM
GlobalPromoter.com                                      SEOKB.NET
GlobalPromoter.net                                      SEOKB.ORG
GlobalPromoter.org
                                                        SEOKnowledge.com
GoogleRankingReport.com                                 SEOKnowledge.net
GoogleRankingReport.net                                 SEOKnowledge.org
GoogleRankingReport.org
                                                        SEOProgram.com
OptimizationHelp.com                                    SEOProgram.net
OptimizationHelp.net                                    SEOProgram.org
OptimizationHelp.org
                                                        SEOTool.com
OptimizationVideo.com                                   SEOTool.net
OptimizationVideo.net                                   SEOTool.org
OptimizationVideo.org
                                                        SEOTutorial.com
PromotionHelp.com                                       SEOTutorial.net
PromotionHelp.net                                       SEOTutorial.org
PromotionHelp.org
                                                        SEOVideo.com
SearchEngineMarketingTools.com                          SEOVideo.net
SearchEngineMarketingTools.net                          SEOVideo.org
SearchEngineMarketingTools.org
                                                        TurboPromoter.com
SearchMercial.com                                       TurboPromoter.net
                                                        TurboPromoter.org
SEOAudit.com
SEOAudit.net                                            WebSiteRankingReport.com
SEOAudit.org                                            WebSiteRankingReport.net
                                                        WebSiteRankingReport.org
SEOCodeOfEthics.com
SEOCodeOfEthics.net                                     WoldPay.com
SEOCodeOfEthics.org                                     WoldPay.net
                                                        WoldPay.org

                      Exhibit C to Asset Purchase Agreement

            CONFIDENTIALITY, INVENTIONS AND NON-COMPETITION AGREEMENT
[{"type": "8-K", "sequence": "1", "filename": "cgi8kforenginestudio.txt", "description": "PURCHASE OF ENGINE STUDIO ASSETS", "secsgml_size_bytes": 57365}]
{"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": "04856445"}, "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 : JUNE 9, 2004

                       COMMISSION FILE NUMBER: 33-19980-D

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

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

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

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

Item 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) EXHIBIT

                            ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this "Agreement") is entered into effective as of
June 4, 2004, by and among

WebSourced,  Inc. (the "Buyer"), a North Carolina  corporation,  and CGI Holding
Corporation ("CGI"), a Nevada corporation and the corporate parent of the Buyer,

and

Jason  and  Shannon  Dowdell  (the  "Shareholders"),   and  Engine  Studio  Inc.
("Engine") sometimes d/b/a Global Promoter,  Inc. an unincorporated  division of
Engine (the Shareholders and Engine collectively, the "Sellers").

In consideration  of the mutual covenants and agreements  hereinafter set forth,
the Buyer and the Sellers hereby agree as follows, intending to be legally bound
hereby:

1.   The   Sellers   are   engaged   in   the   business   of   search    engine
enhancement/marketing/  optimization,  web  site  design/hosting/marketing,  and
other   web/internet-related   services  and  products,   and  related  business
activities (collectively, the "Business").

2. Upon the terms and subject to the conditions of this  Agreement,  the Sellers
shall sell,  transfer,  assign,  convey and deliver to the Buyer,  and the Buyer
shall purchase from the Sellers, on a going concern basis, free and clear of all
Indemnified  Liabilities  (as  defined  in  Paragraph  4  below)  of any  nature
whatsoever,  all of the business and  operations  of the Sellers  related to the
Business and all of the assets and  properties  of the Sellers of every kind and
description,  wherever located, real, personal or mixed, tangible or intangible,
that are a part of, used in connection  with or associated  with the Business as
the same shall exist on the date hereof (collectively,  the "Purchased Assets"),
including,  without limitation, all right, title and interest of the Sellers in,
to and under the assets  listed on Exhibit A attached  hereto and hereby  made a
part hereof,  and also to and under any and all of the  following  assets of the
Business  which  may  now  exist:  permits;  machinery;   equipment;  inventory;
furniture; phones; phone systems; computers; computer systems; servers; laptops;
displays;  tools; cash;  accounts  receivable;  exclusive rights to the Sellers'
websites, software, software programs, applications,  domain names, URLs, names,
trade names,  logos,  trademarks,  service  marks,  copyrights,  patents,  trade
secrets,  licenses and other  intellectual  property  used in the conduct of the
Business; mailing lists; telephone numbers; customers;  customer lists; reseller
relationships;  goodwill;  subscriber  lists;  processes;  manuals  or  business
procedures;  designs;  engineering  drawings  and  reports;  know-how  and other
proprietary  or  confidential  information  used in or relating to the Business;
books and records  (including  all data and other  information  stored on discs,
tapes or other  media) of the Sellers  relating to the  assets,  properties  and
operations of the  Business;  rights,  claims or causes of action  against third
parties relating to the assets, properties or operations of the Business arising
out of transactions  occurring prior to the date hereof;  all interest in and to
all  telephone,  telexes and  telephone  facsimile  numbers and other  directory
listings of the Business  and any assumed or  fictitious  names  relating to the
Business;  and all of the Sellers'  other  property and assets used or usable in
connection  with  the  operation  of the  Business,  except  only  those  assets
specifically identified as "Excluded Assets" in Paragraph 3 below.

3. Notwithstanding Paragraph 2 above, the Purchased Assets shall not include the
following  (herein referred to as the "Excluded  Assets"):  the corporate minute
book, stock transfer book and corporate seal of Engine.

4. The Buyer  shall not assume nor be  obligated  to pay,  perform or  otherwise
discharge  any  liabilities,  charges,  debts,  liens,  encumbrances,  lawsuits,
judgments,  obligations,  duties,  or claims of any kind or nature whatsoever of
any  of  the  Sellers,  direct  or  indirect,  known  or  unknown,  foreseen  or
unforeseen,  actual or  contingent,  including  but not limited to  liabilities,
obligations, losses, expenses, costs, claims, deficiencies and damages of any of
the Sellers in regard to: accounts payable; accrued expenses; judgments or liens
against the Sellers,  the Business or the  Purchased  Assets;  existing  leases;
personal or corporate  guarantees;  loans or other obligations owed to any bank,
other financial institution, or other lender; shareholder loans; payroll claims;
bonus and commission  claims;  unpaid payroll tax liabilities;  other unpaid tax
liabilities;  governmental fees, assessments or other liabilities of any nature;
fees owed to lawyers, accountants or other service providers; any liabilities or
obligations  arising from the violation or breach of, or default under, any law,
statute,  ordinance,  rule, regulation,  decree, writ,  injunction,  judgment or
order of any governmental  authority or of any arbitration award which is either
applicable  to,  binding upon or  enforceable  against any of the  Sellers,  the
Business,  or the  Purchased  Assets;  any contract,  agreement or  arrangement,
written or oral, which is applicable to, binding upon or enforceable against any
of the Sellers, the Business or the Purchased Assets;  pension or other employee
benefit plan  obligations;  accrued vacation or sick day benefits;  unemployment
compensation; employment discrimination claims; sexual harassment claims; breach
of contract claims; fraud claims; credit card chargebacks;  lawsuits, pending or
threatened;   stock  options;   stock  warrants;   phantom  stock  plans;  stock
appreciation  rights  or  plans;  deferred  compensation  agreements;   purchase
agreements;  consulting agreements; business broker fees; employment agreements;
severance  agreements or "change of control"  agreements of any nature;  and any
other liabilities of any nature whatsoever and claims of any nature  whatsoever,
asserted at any time,  in regard to the Sellers,  the Purchased  Assets,  or the
sale  and  purchase  of  the  Purchased  Assets  hereunder  (collectively,   the
"Indemnified Liabilities").

5. The Sellers hereby jointly and severally  represent,  warrant and covenant to
the Buyer and CGI as follows, as of the date hereof and as of the Closing:

(a) that Engine (the "Seller  Corporation")  is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Florida;
that the Seller  Corporation  has the  requisite  power and  authority to own or
lease its property and to carry on the Business as now being conducted; and that
there is no pending or threatened  proceeding for the dissolution,  liquidation,
insolvency,  bankruptcy or rehabilitation of the Seller Corporation, nor for the
insolvency or bankruptcy of the Shareholders;

(b) that each of the Sellers has the power and  authority to execute and deliver
this  Agreement,  to  perform  their  respective  obligations  hereunder  and to
consummate the transactions contemplated hereby; and that the Sellers have taken
all action  necessary to authorize the execution and delivery of this Agreement,
the performance of their respective  obligations  hereunder and the consummation
of the transactions  contemplated hereby; and that the Shareholders are resident
of the State of Florida and have the requisite competence to execute and deliver
this Agreement and to perform their obligations  hereunder and to consummate the
transactions contemplated hereby;

(c) that this  Agreement  has been duly  executed  and  delivered by each of the
Sellers and constitutes the legal, valid and binding obligation of each of them,
enforceable against them in accordance with its terms;

(d) that there are no proxies,  voting rights,  contracts or other agreements or
understandings  with respect to the voting shares of the Seller  Corporation  or
the transfer or use of the Business or the Purchased Assets;

(e) that the Shareholders  are the holders of all issued and outstanding  shares
of capital stock of the Seller Corporation, and the Shareholders own such shares
free and clear of all liens, restrictions and claims of any kind;

(f) that the  execution  and delivery of this  Agreement by each of the Sellers,
the performance by each of them of their  respective  obligations  hereunder and
the consummation by them of the transaction  contemplated by this Agreement will
not:  contravene any provision of the Articles of Incorporation or Bylaws of the
Seller Corporation;  violate or conflict with any law, statute, ordinance, rule,
regulation,  decree, writ, injunction,  judgment, bank loan agreement,  security
agreement,  or order of any governmental  authority or of any arbitration  award
which is either applicable to, binding upon or enforceable  against the Sellers;
conflict with,  result in any breach of, or constitute a default under,  or give
rise to a right to terminate, amend, modify, abandon or accelerate, any contract
or other agreement  which is applicable to, binding upon or enforceable  against
the Sellers,  the Business,  or the Purchased  Assets;  result in or require the
creation or  imposition of any lien upon or with respect to any of the Purchased
Assets;  require the consent,  approval,  authorization  or permit of, or filing
with or notification  to, any governmental  authority,  any court or tribunal or
any other person or entity; nor render any of the Sellers bankrupt or insolvent;

(g)  that  all  articles  of  incorporation,  bylaws,  minute  books,  financial
statements,  tax  returns,  accounts,  books,  ledgers and other  records of the
Sellers are in good order and have been fully,  properly and accurately kept and
completed in all material respects,  and fully and fairly reflect the results of
operations, transactions, properties, assets and liabilities of the Sellers;

(h)  that  the  Sellers  do not have any  liabilities  or  obligations,  whether
accrued,  absolute,  contingent or  otherwise,  arising from any interest in any
other corporation, partnership, joint venture or other business ventures;

(i) that there is no action,  suit, or other legal or administrative  proceeding
or governmental investigation pending or threatened, anticipated or contemplated
against,  by or affecting the Sellers or any of their  properties or assets,  or
which  question  the  validity  or  enforceability  of  this  Agreement  or  the
transaction  contemplated  hereby,  and to the  best  knowledge  of  each of the
Sellers,  there is no basis  for any of the  foregoing;  and that  there  are no
outstanding orders, decrees or stipulations issued by any governmental authority
in any  proceeding  to which any of the Sellers is or was a party which have not
been complied with in full or which continue to impose any material  obligations
on the Sellers;

(j) that the Sellers are and have at all times been in material  compliance with
all  environmental,  health and  safety  laws  governing  the  Business  and the
Purchased Assets;

(k) that the  Sellers  have good and  marketable  title to all of the  Purchased
Assets,  free and clear of any liens or  restrictions on use, that the Purchased
Assets are in good operating condition,  normal wear and tear excepted, and have
been  maintained  in  accordance  with sound  industry  practices,  and that the
Purchased Assets  constitute all of the assets and properties  necessary for the
conduct of the  Business of the Sellers in the manner in which and to the extent
to which the Business is currently being conducted;

(l) that the Seller are and have been in  compliance  in all  material  respects
with all laws,  regulations  and orders  applicable  to it,  their  Business and
operations, and the Purchased Assets;

(m) that the  Sellers are not subject to any  contract,  non-compete  agreement,
decree or injunction which restricts the continued  operation of the Business or
the expansion thereof to other  geographical  areas,  customers and suppliers or
lines of business;

(n) that the  Sellers are not a party to or bound by any  collective  bargaining
agreement or any other  agreement with a labor union,  nor any employee  benefit
plans or welfare plans;

(o) that all tax returns required to be filed in regard to the Sellers or any of
their respective income, properties,  Business,  Purchased Assets, or operations
have been properly  filed,  that all taxes due and payable by or with respect to
the Sellers,  the Business,  and the Purchased Assets have been fully paid as of
the date hereof and of the Closing;

(p) that no  current  customer,  employee,  supplier  or other  person or entity
involved in the conduct of the Business will or has  threatened to terminate its
business relationship with the Sellers for any reason;

(q) that the  Sellers  have not  incurred  any  obligation  for any  finder's or
broker's or agent's fees or  commissions or similar  compensation  in connection
with the transactions contemplated hereby; and

(r) that none of the foregoing representations,  warranties and covenants of the
Sellers  contains any untrue  statement of a material fact or omits any material
fact necessary to make the information contained therein not misleading.

6. Each of the Sellers hereby agrees to jointly and severally indemnify,  defend
and  hold  harmless  the  Buyer,  CGI and  each of  their  respective  officers,
directors and  shareholders,  from and against the  Indemnified  Liabilities and
from and against all liabilities,  obligations, losses, expenses, costs, claims,
deficiencies  and damages  incurred  or  suffered by the Buyer,  CGI and each of
their respective officers, directors and shareholders, resulting from any breach
of any of the representations, warranties and covenants of the Sellers contained
in  Paragraph  5  above  (collectively,   "Indemnified  Damages"),  without  any
limitations or qualifications  whatsoever,  and as an express  inducement to the
Buyer to enter into this Agreement and to CGI to consent to this Agreement, each
of  the  Sellers   hereby  waives  any  and  all  arguments,   grounds,   facts,
circumstances,  reasons, basis, and defenses whatsoever, whether based in law or
in equity,  regarding  the full force and effect and legally  binding  nature of
said  agreement of each of the Sellers to indemnify and hold harmless the Buyer,
CGI and  each of their  respective  officers,  directors  and  shareholders,  as
aforesaid.  This  indemnification  provision  shall  survive  the closing of the
purchase of the Purchased  Assets (the  "Closing") and any  termination of Jason
Dowdell's  employment  relationship with the Buyer. The Buyer and CGI shall have
the  right,  but not the  obligation,  to cause the  Sellers  to  satisfy  their
indemnification  obligations  hereunder  by  canceling  the  Share  Certificates
delivered  to the  Sellers  pursuant  to  Paragraph  7(a)  below,  by  canceling
Contingent Share  Certificates  earned by the Sellers pursuant to Paragraph 7(b)
below, or by canceling  Warrants earned by Jason Dowdell pursuant to Paragraph 8
below, dollar-for-dollar based upon the Closing price of CGI common stock on the
date that any of the Indemnified Liabilities or Indemnified Damages are incurred
or paid by the Buyer,  CGI or any of their  respective  officers,  directors  or
shareholders.  Any  of  the  Sellers'  indemnification  obligations  under  this
Paragraph that are not satisfied via the cancellation of the Share Certificates,
Contingent Share Certificates  earned by the Sellers or Warrants earned by Jason
Dowdell  as  aforesaid  shall be paid by the  Sellers  personally,  jointly  and
severally.

7. The purchase  price for the Purchased  Assets shall be calculated and paid as
follows, subject to Paragraph 9 below:

(a)  At  the  Closing,   the  Buyer  shall   deliver  to  the  Sellers  a  stock
certificate(s)  in the name of the Sellers jointly (or as otherwise  directed by
the Sellers below)  representing an aggregate of Forty Thousand  (40,000) shares
of common stock of CGI (the "Share Certificates"); and

(b) At the Closing,  the Buyer shall  deliver to a reputable  third party escrow
agent selected by CGI (the "Escrow Agent") three stock certificates, each in the
name of the Sellers  jointly  (or as  otherwise  directed by the Sellers  below)
representing  Twenty  Thousand  (20,000) shares of common stock of CGI, or sixty
thousand (60,000) in total (the "Contingent Share Certificates"). The Contingent
Share  Certificates  shall be held in  escrow  by the  Escrow  Agent  under  the
following terms and conditions:

(1) Prior to the  Closing  and  within the first six (6)  months  following  the
Closing certain new paying customers of the Buyer's  KeywordRanking.com  service
will be generated via leads supplied by the Sellers, under signed contracts each
with a term of at least six (6) months or more,  thereby  generating  an average
monthly revenue stream for the Buyer during each of the first  twenty-four  (24)
full  calendar  months  following  the  six-month  anniversary  of the  Closing,
hereafter  referred  to as the  "Average  Monthly  Revenue  Stream"),  it  being
expressly  acknowledged  and  agreed  by the  Buyer  and  the  Sellers  that  in
calculating  the Average  Monthly  Revenue  Stream each  payment  pursuant to an
advance  payment  contract,  prepaid  contract  and/or annual  contract shall be
prorated on a monthly basis over the term of such contract;

(2) If the actual Average Monthly Revenue Stream, as certified in writing to CGI
by its independent certified public accountants,  is less than Four Thousand Six
Hundred  Sixty-Six Dollars  Sixty-Six Cents  ($4,666.66),  then the Escrow Agent
shall  return to CGI all  three (3) of the  Contingent  Share  Certificates  for
cancellation;

(3) If the actual Average Monthly Revenue Stream, as certified in writing to CGI
by its independent  certified public  accountants,  is Four Thousand Six Hundred
Sixty-Six  Dollars  Sixty-Six  Cents  ($4,666.66)  or higher  but less than Nine
Thousand Three Hundred Thirty-Three Dollars Thirty-Three Cents ($9,333.33), then
the  Escrow  Agent  shall  return  to  CGI  two  (2)  of  the  Contingent  Share
Certificates for cancellation, and shall deliver one (1) of the Contingent Share
Certificates to the Sellers;

(4) If the actual Average Monthly Revenue Stream, as certified in writing to CGI
by its independent certified public accountants,  is Nine Thousand Three Hundred
Thirty-Three  Dollars  Thirty-Three  Cents  ($9,333.33)  or higher but less than
Fourteen  Thousand Dollars  ($14,000.00),  then the Escrow Agent shall return to
CGI one (1) of the Contingent  Share  Certificates for  cancellation,  and shall
deliver two (2) of the Contingent Share Certificates to the Sellers; and

(5) If the actual Average Monthly Revenue Stream, as certified in writing to CGI
by its independent  certified public  accountants,  is Fourteen Thousand Dollars
($14,000.00)  or higher,  then the Escrow Agent shall deliver to the Sellers all
three (3) of the Contingent Share Certificates.

8. A bona fide, full time relocation of the Shareholders and their children (the
"Shareholder  Family"),  from Florida to Raleigh, North Carolina, is hereinafter
referred to as the "Shareholder Family Relocation". As used in this Paragraph 8,
the term  "Warrants"  means warrants to purchase  shares of common stock of CGI,
each  of  which  warrants  shall  be  exercisable,   after  vesting,  until  its
termination  date,  at a specified  exercise  price (strike  price),  subject to
appropriate  adjustments for stock  dividends,  stock splits and other corporate
events  following  the date  hereof,  and  further  subject  to other  terms and
conditions  typically  contained  in  CGI's  form  of  employee  stock  warrants
including but not limited to the condition that each warrant shall  terminate if
it is not exercised  within thirty (30) days following  Jason Dowdell's last day
of employment by a subsidiary of CGI, and further subject to Paragraph 9 below.

(a) If Jason Dowdell works continuously for the Buyer following the Closing, and
if the  Shareholder  Family  Relocation as certified by the Buyer's  Director of
Human  Resources  occurs  and is  fully  completed  on a date  (the  "Relocation
Completion  Date") during the period commencing on the Closing and ending on the
last day of the fourteenth (14th) full calendar month following the Closing, and
if the entire  Shareholder  Family  remains  bona fide  full-time  residents  of
Raleigh, North Carolina following the Relocation Completion Date, then CGI shall
issue Warrants to Jason Dowdell as follows:

                Number         Exercise Price
Date            of Shares     (Strike Price) of
of              Covered        Shares Covered      Vesting        Termination
Warrant         By Warrant     By Warrant          Date              Date

Relocation       16,667          Average closing   First            Fifth
Completion                       price of CGI      anniversary      anniversary
Date                             common stock on   of the           of the
                                 the five trading  Relocation       Relocation
                                 days immediately  Completion       Completion
                                 preceding the     Date             Date
                                 Relocation
                                 Completion
                                 Date

First            16,667          Average closing   Second           Sixth
anniversary                      price of CGI      anniversary      anniversary
of the                           common stock on   of the           of the
Relocation                       the five trading  Relocation       Relocation
Completion                       days immediately  Completion       Completion
Date                             preceding the     Date             Date
                                 first anniversary
                                 of the
                                 Relocation
                                 Completion
                                 Date

Second           16,667          Average closing   Third            Seventh
anniversary                      price of CGI      anniversary      anniversary
of the                           common stock on   of the           of the
Relocation                       the five trading  Relocation       Relocation
Completion                       days immediately  Completion       Completion
Date                             preceding the     Date             Date
                                 second anniversary
                                 of the
                                 Relocation
                                 Completion
                                 Date

(b) If Jason Dowdell works continuously for the Buyer following the Closing, and
if the Relocation  Completion Date is during the period  commencing on the first
day of the fifteenth (15th) full calendar month following the Closing and ending
on the last day of the  twenty-fourth  (24th) full calendar month  following the
Closing,  and if the  entire  Shareholder  Family  remains  bona fide  full-time
residents of Raleigh,  North Carolina following the Relocation  Completion Date,
then CGI shall issue Warrants to Jason Dowdell as follows:

                  Number           Exercise Price
Date              of Shares        (Strike Price) of
of                Covered          Shares Covered     Vesting      Termination
Warrant           By Warrant       By Warrant          Date            Date

Relocation        8,333            Average closing   First          Fifth
Completion                         price of CGI      anniversary    anniversary
Date                               common stock on   of the         of the
                                   the five trading  Relocation     Relocation
                                   days immediately  Completion     Completion
                                   preceding the     Date           Date
                                   Relocation
                                   Completion
                                   Date

First             8,333            Average closing   Second         Sixth
anniversary                        price of CGI      anniversary    anniversary
of the                             common stock on   of the         of the
Relocation                         the five trading  Relocation     Relocation
Completion                         days immediately  Completion     Completion
Date                               preceding the     Date           Date
                                   first anniversary
                                   of the
                                   Relocation
                                   Completion
                                   Date

Second            8,333            Average closing   Third          Seventh
anniversary                        price of CGI      anniversary    anniversary
of the                             common stock on   of the         of the
Relocation                         the five trading  Relocation     Relocation
Completion                         days immediately  Completion     Completion
Date                               preceding the     Date           Date
                                   second anniversary
                                   of the
                                   Relocation
                                   Completion
                                   Date

9. The number of shares of CGI common  stock  covered by the Share  Certificates
and the Contingent  Share  Certificates  referred to in Paragraphs 7(a) and 7(b)
above,  and the number of shares of CGI  common  stock  covered by the  Warrants
referred to in Paragraph 8 above,  in all cases will be subject to adjustment to
reflect any stock splits,  stock dividends or  recapitalization of CGI following
the date hereof.  For  example,  if prior to the Closing CGI effects its planned
1-for-5 reverse stock split, then the number of shares of CGI common stock to be
delivered by the Buyer to the Sellers at the Closing  pursuant to Paragraph 7(a)
above  evidenced by the Share  Certificates  will be reduced to 40,000/5 = 8,000
shares of common  stock of CGI.  The shares of CGI common  stock  covered by the
Share  Certificates  and  the  Contingent  Share  Certificates  referred  to  in
Paragraphs  7(a) and 7(b) above and the shares of CGI common stock issuable upon
the  exercise  of the  Warrants  referred  to in  Paragraph  8  above,  will  be
unregistered,  restricted  stock and will be legended to that  effect,  and such
shares  of stock and the  Warrants  referred  to in  Paragraph  8 above  will be
legended  in  regard to the  potential  for  cancellation  thereof  pursuant  to
Paragraphs 6 and 7 above and Paragraph 11 below.

10.  Jason  Dowdell  shall be offered  employment  by the Buyer as a  Divisional
Director at a base salary of One Hundred Twenty Thousand Dollars  ($120,000) per
year,  plus family health and dental  benefits.  Jason Dowdell shall work out of
space approved by the Buyer, provided that Jason Dowdell acknowledges and agrees
that,  prior to the  completion  of the  Shareholder  Family  Relocation,  Jason
Dowdell will be obligated to spend at least five (5) business  days per calendar
month working at the Buyer's  headquarters  in Raleigh,  North  Carolina.  Jason
Dowdell will be eligible for bonuses based upon  outstanding  performance in the
sole  discretion of the Buyer's  President and Chief  Executive  Officer.  Jason
Dowdell's  duties and  responsibilities  as a  Divisional  Director of the Buyer
shall include, but not be limited to the following:

(a) Maximizing the number of paid users of TurboPromoter.com;

(b)   Maximizing   the  value  of  the  customers  of   GlobalPromoter.com   and
TurboPromoter.com in regard to Keywordranking.com's SEO and PPC capabilities;

(c)  Research  for, and  publicity  and  promotion  of,  Keywordranking.com  and
TurboPromoter.com   in   writing,   speaking   engagements   and  SEO   industry
associations, in conjunction with Andy Beal; and

(d) Researching, developing, implementing and managing new products and services
for Keywordranking.com.

11. The Shareholders  acknowledge that as a publicly traded company  functioning
under  the  recently  enacted  Sarbanes-Oxley  Act,  CGI  and  its  subsidiaries
including the Buyer are subject to close scrutiny  regarding  their  activities,
internal   financial   controls,   and  public  comments  and  disclosures.   To
appropriately  protect  CGI  and  its  subsidiaries  including  the  Buyer,  the
Shareholders expressly acknowledge and agree as follows:

(a) Jason  Dowdell's  employment by the Buyer as a Divisional  Director shall be
full time employment.  During the period of such employment by the Buyer,  Jason
Dowdell  shall not have,  provide  or  perform  any  work,  advice,  assistance,
consultation,  analysis, input, participation, or interest whatsoever (including
but not  limited  to any  financial  interest,  direct  or  indirect,  legal  or
beneficial)  in or for  the  benefit  of  any  corporation,  partnership,  joint
venture,  limited liability company,  sole  proprietorship,  or any other entity
whatsoever,  whether  for-profit or non-profit  and regardless of whether or not
such entity competes against the Business,  excepting  volunteer  activities for
local churches or schools and passive real estate  investments or investments in
publicly traded stocks  provided that such volunteer  activities and investments
do not interfere with the performance of Jason Dowdell's work for the Buyer, and
excepting  activities  following the Closing  necessary to properly  wind-up and
dissolve the Selling Corporation. If during the period of such employment by the
Buyer, Jason Dowdell violates this Paragraph 11(a), then following  discovery of
the violation the Shareholders  shall immediately pay and turn over to the Buyer
any and all software, software programs, other work product, copyrights,  domain
names, contract rights,  accounts receivable,  cash, stock,  options,  warrants,
membership interests, other interests, salary, bonuses, royalties,  commissions,
fees and any and all other assets,  consideration and compensation of any nature
whatsoever  which has been  obtained  by the  Sellers or any of their  immediate
family members or affiliates  (directly or indirectly,  legally or beneficially)
in regard to such violation, and in addition the Buyer shall have the unilateral
right to cancel  any of the  Share  Certificates  delivered  by the Buyer to the
Sellers  pursuant to Paragraph 7(a) above that are still held by any of them, to
cancel Contingent Share Certificates earned by the Sellers pursuant to Paragraph
7(b) above,  and/or to cancel any Warrants  earned by Jason Dowdell  pursuant to
Paragraph 8 above,  all as  liquidated  and  punitive  damages in regard to such
violation.  Without limiting the generality of the foregoing,  the Buyer and the
Shareholders  acknowledge and agree: that Shannon Dowdell solely owns,  controls
and operates an  entity/website  called  gogoMama.com,  and that  following  the
Closing  Shannon  Dowdell  shall be  permitted  to continue to own,  control and
operate gogoMama.com; but that Jason Dowdell shall not be involved to any degree
whatsoever in gogoMama.com;

(b) During and following any  termination of Jason  Dowdell's  employment by the
Buyer for any reason and under any circumstances whatsoever:

(1) the Shareholders shall refrain from making any public or private disclosures
regarding  the  Buyer,   CGI  or  their   respective   officers,   directors  or
shareholders,  except  disclosures of such information as may have been publicly
disclosed by CGI or its  subsidiaries  including  the Buyer from time to time in
press releases or in filings with the U.S.  Securities and Exchange  Commission,
and except as may be required by applicable law or court order; and

(2) the  Shareholders  shall refrain from making  public or private  disparaging
remarks  regarding the Buyer,  CGI or their  respective  officers,  directors or
shareholders.

12.  At the  Closing,  the  Sellers  shall  cause  any and all fees  owed to any
business broker or consultant employed by the Sellers, to be paid off in full.

13. The execution and closing of this Agreement and the transaction contemplated
hereby  shall be deemed for all  purposes  to have taken  place on June 4, 2004,
notwithstanding  the fact  that the Share  Certificates,  the  Contingent  Share
Certificates  and the Warrants  referred to in Paragraph  7(a), 7(b) and 8 above
will not be  delivered  until  after  June 4,  2004,  and in any  event  only in
accordance with the terms and conditions of this Agreement.

14. During the period between April 1, 2004, and the Closing:

(a) The Sellers shall operate Engine,  GlobalPromoter.com  and TurboPromoter.com
solely in the ordinary  course of that Business  consistent with past practices.
Without limiting the generality of the foregoing, during such period there shall
not  be  any  material   increases  or   decreases  in   compensation,   capital
expenditures,  asset  sales  or  affiliate  transactions  involving  any  of the
Sellers,  nor shall there be any unusual  cash  withdrawals,  unusual  payments,
unusual  contracts or contract  provisions,  or other  unusual  transactions  or
business practices  involving the Sellers,  excepting only that Jason Dowdell is
free to  convert  as many as  possible  of the users of  TurboPromoter.com  into
paying customers of TurboPromoter.com under signed contracts each with a term of
six (6) months or more so as to maximize the Average  Monthly  Residual  Revenue
Stream as  contemplated  by  Paragraph  7(b) above,  and to generate  new paying
customers of the Buyer's  KeywordRanking.com  service by supplying  leads to the
Buyer so as to maximize the Average  Monthly  Profit Stream as  contemplated  by
Paragraph 7(b) above; and

(b)  The  Sellers  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
the Buyer and CGI)  regarding a  disposition  of the  Business or the  Purchased
Assets,  the sale of the stock of Engine,  or any other actions which might have
the effect of impeding,  delaying or making more costly the sale and purchase of
the Assets as contemplated hereby.

15. The  obligation  of the parties to proceed  forward with the  execution  and
Closing of this Agreement shall be contingent upon the following:

(a) the  representations,  warranties and covenants of the Sellers  contained in
Paragraph 5 hereof being true and correct in all respects as of the Closing, and
no material  adverse event having  occurred in regard to the  Shareholders,  the
Business or the Purchased  Assets during the period from the date hereof through
the date of the Closing;

(b) no  material  adverse  event  having  occurred in regard to the Buyer or CGI
during the period from the date hereof through the date of the Closing;

(c) the Sellers  signing and  delivering to the Buyer a Bill of Sale in the form
of Exhibit B  attached  hereto and  hereby  made a part  hereof,  and such other
documents as the Buyer may reasonably  request or as may be otherwise  necessary
to evidence and effect the sale, assignment,  transfer,  conveyance and delivery
of the  Purchased  Assets  to the  Buyer,  free and  clear of any and all  liens
whatsoever;

(d) Jason  Dowdell  signing  and  delivering  to the Buyer the  Confidentiality,
Inventions  and  Non-Competition  Agreement  in the form of  Exhibit C  attached
hereto and hereby made a part hereof;

(d) the Buyer and CGI having completed their due diligence  investigation of the
Sellers,  the  Business and the Assets,  including  but not limited to the past,
present and future  prospects  and  relationships  between the Sellers and their
customers, and the results of such investigation being satisfactory to the Buyer
and CGI in their sole discretion;

(e) all material third party approvals  having been obtained,  including but not
limited to the  approvals of the Boards of  Directors  of Engine,  the Buyer and
CGI; and

(f) the Buyer and its auditors  shall have  completed and delivered to the Buyer
and CGI a review of the Sellers' financials and internal financial controls, and
such review shall be acceptable to the Buyer and CGI in their sole discretion.

16. Each party shall execute and deliver such  additional  instruments and other
documents and shall take such further actions as may be necessary or appropriate
to effectuate,  carry out and comply with all of the terms of this Agreement and
the transactions contemplated hereby.

17. The Sellers shall be liable for and shall pay all federal, state, county and
local  taxes and  assessments  of any type  applicable  to the  Business  or the
Purchased Assets attributable to all periods up to and through the Closing.

18. Either party may terminate this Agreement  without payment or penalty if the
Closing of this transaction does not occur on June 4, 2004.

19. All notices or other communications required or permitted hereunder shall be
in writing and shall be deemed given, delivered and received: when delivered, if
delivered  personally;  or one (1) day after delivery to Federal  Express or UPS
for  overnight  delivery;  or four (4)  days  after  mailing  by  registered  or
certified mail, postage prepaid, return receipt requested; addressed as follows:

If to the Buyer and CGI:

                                         S. Patrick Martin
                                         WebSourced, Inc.
                                         300 Perimeter Park Drive, Suite D
                                         Morrisville, IL  27560

                                         and

                                         Gerard M. Jacobs
                                         CGI Holding Corporation
                                         520 Lake Cook Road, Suite 690
                                         Deerfield, Illinois  60015

                     If to the Sellers:

                                         Jason and Shannon Dowdell
                                         1055 New Hampton Way
                                         Merritt Island, FL  32953

20. This Agreement shall be legally binding upon and inure to the benefit of the
parties hereto and their respective successors, heirs and representatives.  This
Agreement shall not be assignable.  This Agreement shall not be amended, waived,
modified or  supplemented  except by a written  instrument  signed by all of the
parties.

21. This Agreement and the Exhibit hereto  contain the entire  understanding  of
the parties hereto with regard to the subject  matter herein,  and supersede all
prior conversations,  agreements, understandings or letters of intent between or
among any of the parties hereto.  It is expressly agreed and acknowledged by the
Sellers that following the Closing the Buyer shall have no further  financial or
contractual  obligations to the Sellers  whatsoever in regard to the Business or
the Purchased Assets except as expressly set forth in this Agreement.

22. Each party  shall pay all costs and  expenses  incident to its  negotiation,
preparation and execution of this  Agreement,  including the fees of its lawyers
and accountants.

23. This  Agreement may be executed in one or more  counterparts,  each of which
shall be considered an original instrument. Faxed signatures shall be considered
originals.

24. This  Agreement  shall be governed by and construed in  accordance  with the
internal  laws (as opposed to the conflicts of law  provisions)  of the State of
North Carolina.

25. Each party  hereby  irrevocably  submits in any suit,  action or  proceeding
arising  out of or related to this  Agreement  or the  transaction  contemplated
hereby to the jurisdiction of the United States District Courts located in North
Carolina  and the  jurisdiction  of any  court of the  State  of North  Carolina
located  in  Raleigh,  North  Carolina,  and  waive  any and all  objections  to
jurisdiction that they may have under the laws of the State of North Carolina or
of the United States.

26. Time shall be of the essence in the  performance  of all  obligations  under
this Agreement.

27. The Sellers hereby acknowledge, agree and direct that the Share Certificates
and the  Contingent  Share  Certificates  referred to in Paragraph 7(a) and 7(b)
above shall be titled exactly as follows: Jason Dowdell.

IN WITNESS  WHEREOF,  the Buyer and the Sellers,  intending to be legally  bound
hereby, have executed this Agreement as of June 4, 2004.

                           WEBSOURCED, INC.

                           By:      _______________________________
                                    S. Patrick Martin,
                                    President and Chief Executive Officer

                           CGI HOLDING CORPORATION

                           By:      _______________________________
                                    Gerard M. Jacobs
                                    President and Chief Executive Officer

___________________________
Jason Dowdell, in his individual capacity

___________________________
Shannon Dowdell, in her individual capacity

ENGINE STUDIO INC.

By:_________________________
Jason Dowdell, in his capacity as a shareholder,
officer and director of Engine Studio Inc.

By:_________________________
Shannon Dowdell, in her capacity as a
shareholder, officer and director of Engine Studio
Inc.

                      Exhibit A to Asset Purchase Agreement

                                PURCHASED ASSETS

1. All of the assets used in or  associated  with the business of Engine  Studio
Inc., sometimes d/b/a Global Promoter, Inc. an unincorporated division of Engine
Studio Inc.

2.  All  of  the  assets   used  in  or   associated   with  the   business   of
GlobalPromoter.com

3.  All  of  the  assets   used  in  or   associated   with  the   business   of
TurboPromoter.com

Including but not limited to:

1.       All Current GlobalPromoter.com users (Approx. 8,000)
2.       All new members and
a.       All future custom quote requests
b.       All future partnership & private label requests
c.       All future email addresses
d.       All future free site submission requests
e.       All future ranking report requests
f.       All future leads generated
3.       Knowledge Base Application
a.       Site Spider
b.       Tools
c.       Dictionary
d.       Help System
e.       Articles
f.       Project Management Application
4.       EngineStudio.com (pr7), GlobalPromoter.com (pr7) & Intranet Apps
a.       Contact admin
b.       Mailing list admin
c.       Email campaign admin
d.       Directory admin
e.       News admin
f.       Kb admin
g.       SEO project admin
h.       Tutorial admin
i.       Security admin
j.        GlobalPromoter.com (pr7)
k.       Site
i.       Content
ii.      Urls
iii.     Marketing collateral
l.       TurboPromoter.com (newsite)
5.       Domain Names (Approx. 54)
6.       ReSellers Network
a.       Ah-Ha
b.       New Media Gateway
c.       Y2Marketing
d.       CNIWeb
e.       Unleashed Media
f.       CFDynamics
g.       An hosts
h.       Net Directive Tech
i.       Skip Quinn - WSI franchise fulfillment center
j.       More
7.       GP Server (Brand New Dell)
8.       Software Licenses
a.       Optilink
b.       Web Position Gold
c.       Trellian SubmitWolf
9.       Domain Names
----------------------                                -------------------------
BreakingRank.com                                        SEODatabase.com
BreakingRank.net                                        SEODatabase.net
BreakingRank.org                                        SEODatabase.org

EngineStudio.com                                        SEODB.COM
EngineStudio.net                                        SEODB.NET
                                                        SEODB.ORG
EWebSiteTraffic.com
                                                        SEOKB.COM
GlobalPromoter.com                                      SEOKB.NET
GlobalPromoter.net                                      SEOKB.ORG
GlobalPromoter.org
                                                        SEOKnowledge.com
GoogleRankingReport.com                                 SEOKnowledge.net
GoogleRankingReport.net                                 SEOKnowledge.org
GoogleRankingReport.org
                                                        SEOProgram.com
OptimizationHelp.com                                    SEOProgram.net
OptimizationHelp.net                                    SEOProgram.org
OptimizationHelp.org
                                                        SEOTool.com
OptimizationVideo.com                                   SEOTool.net
OptimizationVideo.net                                   SEOTool.org
OptimizationVideo.org
                                                        SEOTutorial.com
PromotionHelp.com                                       SEOTutorial.net
PromotionHelp.net                                       SEOTutorial.org
PromotionHelp.org
                                                        SEOVideo.com
SearchEngineMarketingTools.com                          SEOVideo.net
SearchEngineMarketingTools.net                          SEOVideo.org
SearchEngineMarketingTools.org
                                                        TurboPromoter.com
SearchMercial.com                                       TurboPromoter.net
                                                        TurboPromoter.org
SEOAudit.com
SEOAudit.net                                            WebSiteRankingReport.com
SEOAudit.org                                            WebSiteRankingReport.net
                                                        WebSiteRankingReport.org
SEOCodeOfEthics.com
SEOCodeOfEthics.net                                     WoldPay.com
SEOCodeOfEthics.org                                     WoldPay.net
                                                        WoldPay.org

                      Exhibit B to Asset Purchase Agreement

                                  BILL OF SALE

This Bill of Sale dated June 4, 2004 is executed and delivered by,

Engine  Studio,  Inc, a Florida  corporation,  (Engine)  sometimes  d/b/a Global
Promoter,  Inc., an  unincorporated  division of Engine),  and Jason Dowdell and
Shannon Dowdell  ("Shareholders"),  (Engine and Shareholders  collectively,  the
"Sellers"),

and

WebSourced,  Inc. (the "Buyer"),  a North Carolina  corporation  and CGI Holding
Corporation ("CGI"), a Nevada corporation and the corporate parent of the Buyer.

All capitalized words and terms used in this Bill of Sale and not defined herein
shall  have the  respective  meanings  ascribed  to them in the  Asset  Purchase
Agreement   dated  June  4,  2004   between  the  Sellers  and  the  Buyer  (the
"Agreement").

WHEREAS,  pursuant to the Agreement,  the Sellers have agreed to sell, transfer,
convey,  assign  and  deliver to the Buyer  substantially  all of the assets and
business of the Sellers;

NOW,  THEREFORE,  for other good and  valuable  consideration,  the  receipt and
sufficiency  of which are  hereby  acknowledged,  the  Sellers  hereby  agree as
follows:

1. The Sellers hereby sell, transfer,  convey,  assign and deliver to the Buyer,
its  successors and assigns,  to have and to hold forever,  all of the Purchased
Assets including without limitation the assets listed on Exhibit "A" hereto.

2. The Sellers  hereby  covenant and agree that they will, at the request of the
Buyer and without  further  consideration,  execute and deliver,  and will cause
their  employees  to  execute  and  deliver,  such  other  instruments  of sale,
transfer,  conveyance  and  assignment,  and  take  such  other  action  as  may
reasonably be necessary to more effectively sell, transfer,  convey,  assign and
deliver to, and vest in, the Buyer,  its  successors and assigns,  good,  clear,
record and marketable  title to the Purchased  Assets hereby sold,  transferred,
conveyed,  assigned and delivered, or intended so to be, and to put the Buyer in
actual  possession  and  operating  control  thereof,  to  assist  the  Buyer in
exercising  all rights  with  respect  thereto  and to carry out the purpose and
intent of the Agreement.

3. The Sellers does hereby  irrevocably  constitute  and appoint the Buyer,  its
successors  and  assigns,  its true and  lawful  attorney,  with  full  power of
substitution, in its name or otherwise, and on behalf of the Sellers, or for its
own use, to claim, demand, collect and receive at any time and from time to time
any and all assets,  properties,  claims, accounts and other rights, tangible or
intangible,  hereby sold,  transferred,  conveyed,  assigned and  delivered,  or
intended  so to be,  and to  prosecute  the same at law or in equity  and,  upon
discharge  thereof,  to  complete,  execute and  deliver  any and all  necessary
instruments of satisfaction and release.

4. The Sellers,  by their  execution of this Bill of Sale, and the Buyer, by its
acceptance  of this Bill of Sale,  each  hereby  acknowledges  and  agrees  that
neither the  representations  and  warranties nor the rights and remedies of any
party under the Agreement shall be deemed to be enlarged, modified or altered in
any way by this instrument.

IN WITNESS  WHEREOF,  Sellers and Buyer have each caused their  respective  duly
authorized  officers and  shareholders  to execute and deliver this Bill of Sale
all as of the day first above written.

     SELLERS: ENGINE STUDIO, INC., sometimes d/b/a GLOBAL
     PROMOTER INC. (an unincorporated division), JASON DOWDELL
     and SHANNON DOWDELL, in their individual capacities and
     in their capacity as shareholders, directors and officers
     of Engine Studio, Inc.

     By:
         ---------------------------------------------------
             Name: Jason Dowdell, in his individual capacity
             and in his capacity as a shareholder, President
             and a director of Engine Studio, Inc.

             __________________________________
     By:     Name: Shannon Dowdell, in her individual capacity
             and in her capacity as a shareholder and a
             director of Engine Studio, Inc.

     BUYER:

     WEBSOURCED, INC. and
     CGI HOLDING CORPORATION

     By:
         ---------------------------------------------------
             Name: S. Patrick Martin
             Title: President, CEO and a director of
             WebSourced, Inc.

     By:     ___________________
             Gerard M. Jacobs
             President and CEO of
             CGI Holding Corporation, and a director of
             WebSourced, Inc.

                           Exhibit "A" to Bill of Sale

                                PURCHASED ASSETS

1. All of the assets used in or  associated  with the business of Engine  Studio
Inc., sometimes d/b/a Global Promoter, Inc. an unincorporated division of Engine
Studio Inc.

2.  All  of  the  assets   used  in  or   associated   with  the   business   of
GlobalPromoter.com

3.  All  of  the  assets   used  in  or   associated   with  the   business   of
TurboPromoter.com

Including but not limited to:

10.      All Current GlobalPromoter.com users (Approx. 8,000)
11.      All new members and
a.       All future custom quote requests
b.       All future partnership & private label requests
c.       All future email addresses
d.       All future free site submission requests
e.       All future ranking report requests
f.       All future leads generated
12.      Knowledge Base Application
a.       Site Spider
b.       Tools
c.       Dictionary
d.       Help System
e.       Articles
f.       Project Management Application
13.      EngineStudio.com (pr7), GlobalPromoter.com (pr7) & Intranet Apps
a.       Contact admin
b.       Mailing list admin
c.       Email campaign admin
d.       Directory admin
e.       News admin
f.       Kb admin
g.       SEO project admin
h.       Tutorial admin
i.       Security admin
j.        GlobalPromoter.com (pr7)
k.       Site
i.       Content
ii.      Urls
iii.     Marketing collateral
l.       TurboPromoter.com (newsite)
14.      Domain Names (Approx. 54)
15.      ReSellers Network
a.       Ah-Ha
b.       New Media Gateway
c.       Y2Marketing
d.       CNIWeb
e.       Unleashed Media
f.       CFDynamics
g.       An hosts
h.       Net Directive Tech
i.       Skip Quinn - WSI franchise fulfillment center
j.       More
16.      GP Server (Brand New Dell)
17.      Software Licenses
a.       Optilink
b.       Web Position Gold
c.       Trellian SubmitWolf
18.      Domain Names
--------------------------                              -----------------------
BreakingRank.com                                        SEODatabase.com
BreakingRank.net                                        SEODatabase.net
BreakingRank.org                                        SEODatabase.org

EngineStudio.com                                        SEODB.COM
EngineStudio.net                                        SEODB.NET
                                                        SEODB.ORG
EWebSiteTraffic.com
                                                        SEOKB.COM
GlobalPromoter.com                                      SEOKB.NET
GlobalPromoter.net                                      SEOKB.ORG
GlobalPromoter.org
                                                        SEOKnowledge.com
GoogleRankingReport.com                                 SEOKnowledge.net
GoogleRankingReport.net                                 SEOKnowledge.org
GoogleRankingReport.org
                                                        SEOProgram.com
OptimizationHelp.com                                    SEOProgram.net
OptimizationHelp.net                                    SEOProgram.org
OptimizationHelp.org
                                                        SEOTool.com
OptimizationVideo.com                                   SEOTool.net
OptimizationVideo.net                                   SEOTool.org
OptimizationVideo.org
                                                        SEOTutorial.com
PromotionHelp.com                                       SEOTutorial.net
PromotionHelp.net                                       SEOTutorial.org
PromotionHelp.org
                                                        SEOVideo.com
SearchEngineMarketingTools.com                          SEOVideo.net
SearchEngineMarketingTools.net                          SEOVideo.org
SearchEngineMarketingTools.org
                                                        TurboPromoter.com
SearchMercial.com                                       TurboPromoter.net
                                                        TurboPromoter.org
SEOAudit.com
SEOAudit.net                                            WebSiteRankingReport.com
SEOAudit.org                                            WebSiteRankingReport.net
                                                        WebSiteRankingReport.org
SEOCodeOfEthics.com
SEOCodeOfEthics.net                                     WoldPay.com
SEOCodeOfEthics.org                                     WoldPay.net
                                                        WoldPay.org

                      Exhibit C to Asset Purchase Agreement

            CONFIDENTIALITY, INVENTIONS AND NON-COMPETITION AGREEMENT