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 : JANUARY 14, 2005

                       COMMISSION FILE NUMBER: 33-19980-D

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

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


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

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

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

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

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

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

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

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


Item 1.01  Entry into a Material Definitive Agreement.

As more fully  described in Item 2.01 below,  on January 14,  2005,  CGI Holding
Corporation,  a Nevada corporation (the "Company")  completed its acquisition of
MarketSmart  Advertising,  Inc., Rightstuff,  Inc. d/b/a Bright Idea Studio, and
Checkup Marketing,  Inc.  (collectively,  the "MarketSmart  Companies").  At the
closing of the  acquisition,  the  MarketSmart  Companies,  which  following the
acquisition  became  wholly  owned  subsidiaries  of the  Company,  entered into
separate  employment  agreements  (each an "Employment  Agreement") with each of
Steven  Thanhauser,  Gregory J. Cox and M. Lewis Finch III, the  shareholders of
the  MarketSmart  Companies  (collectively,   the  "MarketSmart  Shareholders").
Pursuant to the  Employment  Agreements,  Mr.  Thanhauser was hired as the Chief
Executive Officer,  Mr. Finch as the President and Mr. Cox as the Vice President
of the MarketSmart Companies.

Each  Employment  Agreement  provides for the following:  (i) an employment term
ending on  December  31,  2007;  (ii) base salary  equal to  $217,000  per annum
through  December  31,  2005 and  $250,000  per annum  thereafter;  (iii)  other
benefits  that are generally  available to the vice  presidents of the Company's
WebSourced,   Inc.  subsidiary;  (iv)  a  non-competition  and  non-solicitation
covenant  during the term of the  Employment  Agreement  and for a period of two
years thereafter; (v) termination of the Employment Agreement by the MarketSmart
Companies for cause or the disability of the applicable MarketSmart  Shareholder
or automatically upon the death of the applicable MarketSmart  Shareholder;  and
(vi) severance equal to all amounts that would have become due and owing through
December 31, 2007 if the Company terminates the Employment  Agreement other than
for cause.

Item 2.01  Completion of Acquisition or Disposition of Assets.

     On  January  14,  2005,  the  Company  completed  its  acquisition  of  the
MarketSmart  Companies.  The MarketSmart  Companies provide advertising,  public
relations,  marketing,  branding and shopping evaluation  services.  The Company
acquired the MarketSmart  Companies through a merger. As a result of the merger,
the  MarketSmart  Shareholders,  received an aggregate of $3 million in cash and
one million shares of the Company's  common stock. In addition,  the MarketSmart
Shareholders  may receive an  aggregate  of up to $100,000  based on the pre-tax
earnings of the MarketSmart  Companies for the first four full calendar quarters
following the closing.  In addition,  the Company issued warrants to purchase an
aggregate of 260,000 shares of its common stock to the MarketSmart  Shareholders
and the employees of the MarketSmart Companies.

Item 9.01         Financial Statements and Exhibits

(a) Financial Statements of the Businesses Acquired.

The  financial  statements  required by this item will be filed by  amendment to
this Form 8-K within seventy one (71) days of January 14, 2005.

(b) Pro Forma Financial Information

The pro  forma  financial  information  required  by this  item will be filed by
amendment to this Form 8-K within seventy one (71) days of January 14, 2005.

(c) Exhibits

2.1  Agreement by and among the Company,  MarketSmart  Acquisition  Sub, Inc. (a
wholly owned  subsidiary of the Company),  Rightstuff  Acquisition  Sub, Inc. (a
wholly owned subsidiary of the Company), Checkup Acquisition Sub, Inc. (a wholly
owned subsidiary of the Company),  the MarketSmart Companies and the MarketSmart
Shareholders, dated January 14, 2004

99.1 Press Released dated January 14, 2005 announcing  closing of acquisition of
MarketSmart Companies.

                                   SIGNATURES

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

Dated:   January 18, 2005

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


                                   EXHIBIT 2.1

                                    AGREEMENT

This  Agreement  (the  "Agreement")  is made and entered  into as of January 14,
2005, by and among

CGI HOLDING CORPORATION,  a Nevada corporation ("CGI"),  MARKETSMART ACQUISITION
SUB,  INC., a North  Carolina  corporation  and wholly owned  subsidiary  of CGI
("MarketSmart  Acquisition  Sub"),  RIGHTSTUFF  ACQUISITION  SUB,  INC., a North
Carolina corporation and wholly owned subsidiary of CGI ("Rightstuff Acquisition
Sub"),  and CHECKUP  ACQUISITION  SUB,  INC., a North Carolina  corporation  and
wholly owned subsidiary of CGI ("Checkup Acquisition Sub"),

         and

MARKETSMART  ADVERTISING,  INC., a North Carolina  corporation  ("MarketSmart"),
RIGHTSTUFF  INC.  d/b/a  BRIGHT  IDEA  STUDIO,  a  North  Carolina   corporation
("Rightstuff"),   CHECKUP   MARKETING,   INC.,  a  North  Carolina   corporation
("Checkup"),  STEVEN  THANHAUSER  ("Thanhauser"),  a resident of North Carolina,
GREGORY J. COX  ("Cox"),  a resident of North  Carolina,  and M. LEWIS FINCH III
("Finch"), a resident of North Carolina.

Thanhauser,   Cox  and  Finch  are  sometimes  referred  to  individually  as  a
"Stockholder" and collectively as the "Stockholders").  MarketSmart,  RightStuff
and Checkup are sometimes referred to herein each,  individually,  as a "Selling
Corporation"  and,  collectively,  as the  "Selling  Corporations".  MarketSmart
Acquisition  Sub,  RightStuff  Acquisition  Sub and Checkup  Acquisition Sub are
sometimes referred to herein each,  individually,  as an "Acquiring Corporation"
and, collectively, as the "Acquiring Corporations".CGI,  MarketSmart Acquisition
Sub,  Rightstuff   Acquisition  Sub,  Checkup   Acquisition  Sub,   MarketSmart,
Rightstuff,  Checkup, Thanhauser, Cox and Finch are sometimes referred to herein
each, individually, as a "Party" and, collectively, as the "Parties".

                                   WITNESSETH:

     WHEREAS,  the Selling  Corporations  are generally  engaged in advertising,
public   relations  and  so-called   "secret   shopping"   business   activities
(collectively, the "Business"); and

     WHEREAS, the Boards of Directors of CGI, the Acquiring Corporations and the
Selling  Corporations  have each  approved  this  Agreement  and the  mergers of
MarketSmart  with and into  MarketSmart  Acquisition Sub, of Rightstuff with and
into  Rightstuff   Acquisition  Sub,  and  of  Checkup  with  and  into  Checkup
Acquisition Sub,  respectively  (individually a "Merger" and  collectively,  the
"Mergers"),  in accordance  with the laws of the State of North Carolina and the
terms and conditions set forth herein.

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

                                    ARTICLE I
                                   DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Earnout  Period"  means the first  four (4) full  calendar  quarters  following
December 31, 2004.

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

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

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

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

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

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

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

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

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

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

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

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

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

     "Knowledge" means (a) in the case an individual,  knowledge of a particular
fact or other matter if such  individual is actually aware of such fact or other
matter,  and (b) in the case of a Person (other than an individual)  such Person
will be deemed to have  Knowledge  of a  particular  fact or other matter if any
individual who is serving,  or has at any time served,  as a director,  officer,
partner,  executor,  or trustee of such Person (or in any similar capacity) has,
or at any time had,  Knowledge  of such fact or other  matter.  "Law"  means all
laws,  statutes,  ordinances  and  Regulations  of  any  Governmental  Authority
including  all  decisions  of  Courts  having  the  effect  of law in each  such
jurisdiction.

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

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

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

     "Litigation" means any suit, action,  arbitration,  cause of action, claim,
complaint,   criminal  prosecution,   investigation,   inquiry,  demand  letter,
governmental or other  administrative  proceeding,  whether at law or at equity,
before or by any Court, Governmental Authority, arbitrator or other tribunal.

     "Material Adverse Effect" means any circumstance,  change in, or effect on,
the Business or any of the Selling  Corporations  that,  individually  or in the
aggregate with any other circumstances,  changes in, or effects on, the Business
or any of the Selling  Corporations:  (a) is, or could be, materially adverse to
the business,  operations, assets or Liabilities (including, without limitation,
contingent   Liabilities),   employee   relationships,   customer   or  supplier
relationships,  results of operations or the condition  (financial or otherwise)
of the Business,  or (b) could materially adversely affect the ability of any of
the Acquiring  Corporations  to operate or conduct the Business in the manner in
which it is currently operated or conducted, or contemplated to be conducted.

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

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

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

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

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

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

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

     "Registration Rights Agreement" has the meaning assigned in Section 10.1.

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

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

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

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

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

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

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

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

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

                                   ARTICLE II
                                   THE MERGERS

     2.1  The  Mergers.At  the  Effective  Time  (as  hereinafter  defined),  in
accordance  with the  laws of the  State of North  Carolina  and the  terms  and
conditions  of  the  Documents,  MarketSmart  shall  be  merged  with  and  into
MarketSmart Acquisition Sub, Rightstuff shall be merged with and into Rightstuff
Acquisition  Sub, and Checkup shall be merged with and into Checkup  Acquisition
Sub,  respectively.  From and after the Effective  Time, the separate  corporate
existence  of each of the Selling  Corporations  shall  cease and the  Acquiring
Corporations, as the surviving corporations in the Mergers, shall continue their
respective  existence  under the laws of the State of North  Carolina  as wholly
owned subsidiaries of CGI. MarketSmart  Acquisition Sub, Rightstuff  Acquisition
Sub and  Checkup  Acquisition  Sub,  as the  surviving  corporations  after  the
Mergers,  are  hereinafter  sometimes  referred  to  as  "MarketSmart  Surviving
Corporation",   "Rightstuff  Surviving  Corporation",   and  "Checkup  Surviving
Corporation",  respectively,  or individually as a "Surviving  Corporation"  and
collectively as the "Surviving Corporations".

     2.2 Effective  Time.  Subject to the provisions of this  Agreement,  on the
Closing Date (as  hereinafter  defined) or as soon  thereafter as is practicable
the Parties shall cause each of the Mergers to become effective by executing and
filing with the Secretary of State of the State of North  Carolina in accordance
with North Carolina law Articles of Merger with a Plan of Merger  attached as an
Exhibit thereto in regard to such Merger,  in substantially the form of Exhibits
2.2(a), 2.2(b) and 2.2(c), respectively,  attached hereto and hereby made a part
hereof  (collectively,  the "Articles of Merger and Plans of Merger"),  the date
and time of such  filing,  or such other date and time as may be agreed  upon by
the  Parties  and  specified  therein,  being  hereinafter  referred  to as  the
"Effective  Time".  The Parties agree that,  for tax,  accounting  and reporting
purposes,  the  Effective  Time shall be 12:01 a.m. on January 1, 2005. No Party
shall issue or make any  statement,  or  otherwise  take any  position,  that is
contrary to the provisions of the preceding sentence.

     2.3 Effect of the Mergers.  At the Effective  Time,  the Mergers shall have
the effect set forth in the Documents and in the  applicable  provisions of law.
Without limiting the generality of the foregoing,  and subject  thereto,  at the
Effective Time all of the assets, properties,  rights,  privileges,  immunities,
powers and  franchises  of each of the Selling  Corporations  and the  Acquiring
Corporation  merging  with it shall vest in the  Surviving  Corporation  of such
Merger, and all of the debts, liabilities and duties of such Selling Corporation
and of such Acquiring Corporation shall become the debts, liabilities and duties
of such Surviving Corporation, respectively.

     2.4 Articles of Incorporation and Bylaws. From and after the Effective Time
and  without  further  action  on the  part  of the  Parties,  the  Articles  of
Incorporation and Bylaws of each of the Acquiring Corporations immediately prior
to the  Effective  Time of a Merger shall be the Articles of  Incorporation  and
Bylaws of the Surviving Corporation in such Merger, respectively,  until amended
in accordance with the respective  terms thereof;  provided that the Articles of
Incorporation of the Acquiring  Corporations shall be amended as provided in the
Articles  of Merger  and Plans of  Merger to change  the names of the  Acquiring
Corporations.

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

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

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

     The Parties agree that, for so long as at least one (1) of the Stockholders
is employed by a Surviving Corporation, at least one (1) of the Stockholders (as
determined a majority of the Stockholders)  shall serve as a director of each of
the  Surviving  Corporations,  provided  that  the  individual  selected  by the
Stockholders is eligible to serve as a director of a publicly traded corporation
under the rules of the Securities  and Exchange  Commission and each exchange on
which the stock of CGI is traded, and that the appointment of such individual as
a director does not have an adverse impact on any Surviving Corporation,  or any
Affiliate  of a Surviving  Corporation,  under the rules of the  Securities  and
Exchange Commission or any such exchange.

     2.6  Conversion  of Stock,  Etc. At the  Effective  Time,  by virtue of the
Mergers  and without any action on the part of the Parties or the holders of the
following securities: All of the shares of MarketSmart's common stock, no stated
par  value  per  share  ("MarketSmart  Common  Stock")  issued  and  outstanding
immediately  prior to the  Effective  Time other than any shares of  MarketSmart
Common  Stock to be canceled and retired  pursuant to Section 2.7  ("MarketSmart
Shares"),  and all of the shares of Rightstuff's  common stock,  par value $1.00
per share ("Rightstuff  Common Stock") issued and outstanding  immediately prior
to the  Effective  Time other than any shares of  Rightstuff  Common Stock to be
canceled and retired pursuant to Section 2.7 ("Rightstuff  Shares"),  and all of
the shares of Checkup's  common stock, par value $100 per share ("Checkup Common
Stock")  issued and  outstanding  immediately  prior to the Effective Time other
than any shares of Checkup  Common Stock to be canceled and retired  pursuant to
Section 2.7 ("Checkup  Shares") (the MarketSmart  Shares,  the Rightstuff Shares
and the Checkup Shares are hereinafter sometimes referred to collectively as the
"Selling Corporations Shares"),  shall be converted automatically into the right
to receive,  in the aggregate:  Three Million Dollars  ($3,000,000) in cash (the
"Cash  Consideration");  One Million Two (1,000,002)  shares of CGI Common Stock
(the "Stock  Consideration");  and the Earnout defined in Section 9.1, if earned
(the  "Earnout  Consideration")  (collectively,   the  "Merger  Consideration"),
subject to  adjustment as set forth in Section  2.10.  The Merger  Consideration
shall be allocated and disbursed  among the holders of the Selling  Corporations
Shares in  accordance  with the  allocations  set forth on Exhibit 2.6  attached
hereto and hereby made a part hereof.  From and after the  Effective  Time,  all
shares  of the  Selling  Corporations'  capital  stock  shall  automatically  be
redeemed and canceled and shall cease to exist, and each holder of a certificate
that previously  represented any such share of the Selling Corporations' capital
stock  (collectively,  the "Selling  Corporations  Certificates") shall cease to
have any rights with respect  thereto  other than the right to receive,  if any,
their  portion of the Merger  Consideration  as set forth on  Exhibit  2.6.  The
foregoing  Merger  Consideration  shall be deemed  to have  been  issued in full
satisfaction of all rights pertaining to the Selling  Corporations  Shares,  and
after the Effective Time, there shall be no further registration or transfers of
the  Selling  Corporations  Shares.  If after the  Effective  Time,  any Selling
Corporations Certificates are presented to any of the Surviving Corporations for
any reason,  they shall be cancelled  and  exchanged as provided in this Section
2.6 and  Exhibit  2.6.  If any Selling  Corporations  Certificates  representing
Selling Corporations Shares shall have been lost, stolen or destroyed, CGI shall
issue in exchange  for such lost,  stolen or  destroyed  certificates,  upon the
making of an affidavit of that fact by the holder thereof, the applicable Merger
Consideration;  provided,  however,  that CGI may,  in its  discretion  and as a
condition  precedent to the issuance and delivery thereof,  require the owner of
such lost, stolen or destroyed  certificates to deliver a bond in such sum as it
may  reasonably  direct as indemnity  against any claim that may be made against
CGI or any  of the  Surviving  Corporations  with  respect  to the  certificates
alleged to have been lost, stolen or destroyed.

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

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

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

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

     (a) The Cash Consideration  shall be adjusted downward,  dollar-for-dollar,
by the amount of any cash or other assets taken out of the Selling  Corporations
by any of the  Stockholders  after August 31, 2004,  other than (1) via salaries
and other payments made in the ordinary  course of the Business  consistent with
historical practices, or (2) as permitted by Section 6.4(a); and

     (b) the Stock Consideration shall be adjusted, at any time and from time to
time prior to the Closing  Date, to fully reflect the effect of any stock split,
reverse split, stock dividend  (including,  without limitation,  any dividend or
distribution of securities  convertible into CGI Common Stock),  reorganization,
recapitalization or other like change with respect to CGI Common Stock effective
between the date of this Agreement and the Closing Date.



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

                                  Article III
                             CONSIDERATION; CLOSING

     3.1 Consideration.

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

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

     3.2 Closing.  Subject to the terms and  conditions of this  Agreement,  the
closing of the transactions contemplated by this Agreement (the "Closing") shall
take  place at the  offices of Jordan  Price Wall Gray Jones & Carlton,  at 9:00
A.M.  EST on January 14,  2005,  or at such other place or time or on such other
date as the  Parties  may agree  upon in writing  (the day on which the  Closing
takes place being the "Closing Date").

                                   ARTICLE IV
                        REPRESENTATIONS AND WARRANTIES OF
                  THE STOCKHOLDERS AND THE SELLING CORPORATIONS

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

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

     4.2 Subsidiaries and Affiliates.  The Selling  Corporations do not have any
Subsidiaries,  and the Selling  Corporations do not own, directly or indirectly,
any equity or other ownership interests of any Person. The Selling  Corporations
have no Affiliates.

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

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

     4.5 No Violation or Conflict. None of (a) the execution and delivery by the
Selling  Corporations  and the  Stockholders  of this  Agreement  and the  other
Documents  to be executed  and  delivered  by the Selling  Corporations  and the
Stockholders,   (b)  the  consummation  by  the  Selling  Corporations  and  the
Stockholders  of the  transactions  contemplated by this Agreement and the other
Documents,  or (c) the  performance  of this  Agreement and the other  Documents
required  by  this  Agreement  to be  executed  and  delivered  by  the  Selling
Corporations  and the  Stockholders  at the Closing,  will (1) conflict  with or
violate  the  Articles  of  Incorporation  or  By-Laws  of any  of  the  Selling
Corporations,  (2) conflict with or violate any Law, Order or Permit  applicable
to any of the Selling  Corporations or any of the Stockholders,  or by which any
of the Selling Corporations'  properties are bound or affected, or (3) result in
any breach or violation of or constitute a default (or an event that with notice
or lapse of time or both  would  become a default)  under,  or impair any of the
Selling  Corporations'  rights or alter the rights or  obligations  of any third
party  under,  or  give  to  others  any  rights  of   termination,   amendment,
acceleration or cancellation of, or result in the creation of any Lien on any of
the  properties  or assets of any of the Selling  Corporations  pursuant to, any
Contract,  Permit or other  instrument or obligation to which any of the Selling
Corporations  is a party  or by which  any of the  Selling  Corporations  or its
properties are bound or affected except, in the case of clause (2) or (3) above,
for any such conflict, breach, violation, default or other occurrence that would
not  individually or in the aggregate,  have a Material Adverse Effect on any of
the Selling Corporations.4.6 Governmental Consents and Approvals. The execution,
delivery  and  performance  of this  Agreement  and the other  Documents  by the
Selling  Corporations  and the  Stockholders  do not and  will not  require  any
consent,  approval,  authorization,  Permit or other order of, action by, filing
with or notification to, any Governmental Authority.

     4.7 Capital Structure. The authorized capital stock of MarketSmart consists
of 1,000 shares of  MarketSmart  Common  Stock.  As of the date hereof all 1,000
shares of MarketSmart Common Stock were issued and outstanding (the "MarketSmart
Shares"),  and no  MarketSmart  Shares  were held in  treasury.  The  authorized
capital stock of  Rightstuff  consists of 100,000  shares of  Rightstuff  Common
Stock. As of the date hereof 1,000 shares of Rightstuff Common Stock were issued
and outstanding (the "Rightstuff Shares"), and no Rightstuff Shares were held in
treasury.  The authorized capital stock of Checkup consists of 100,000 shares of
Checkup  Common Stock.  As of the date hereof 10 shares of Checkup  Common Stock
were issued and outstanding (the "Checkup  Shares"),  and no Checkup Shares were
held in treasury.  Except as described above,  there will be no shares of voting
or non-voting capital stock,  equity interests or other securities of any of the
Selling  Corporations  authorized,  issued,  reserved  for issuance or otherwise
outstanding  at  the  Closing.  All  of  the  outstanding   MarketSmart  Shares,
Rightstuff Shares and Checkup Shares are duly authorized,  validly issued, fully
paid and non-assessable, and not subject to, or issued in violation of, any kind
of preemptive,  subscription or any kind of similar rights.  There are no bonds,
debentures,  notes  or other  Indebtedness  of any of the  Selling  Corporations
having the right to vote (or  convertible  into  securities  having the right to
vote) on any matters on which  stockholders  of any of the Selling  Corporations
may vote. There are no outstanding securities, options, warrants, calls, rights,
commitments, agreements, arrangements or undertakings of any kind (contingent or
otherwise)  to  which  any of the  Selling  Corporations  is a  party  or  bound
obligating any of the Selling  Corporations to issue,  deliver or sell, or cause
to be issued,  delivered or sold,  additional  shares of capital  stock or other
voting  securities of any of the Selling  Corporations  or obligating any of the
Selling  Corporations  to issue,  grant,  extend or enter into any  agreement to
issue, grant or extend any security,  option, warrant, call, right,  commitment,
agreement,  arrangement or undertaking which will survive the Closing. There are
no outstanding  contractual  obligations of any of the Selling  Corporations  to
repurchase,  redeem or otherwise acquire any shares of capital stock (or options
to acquire any such shares) or other  security or equity  interest of any of the
Selling  Corporations  which will survive the Closing.  Schedule 4.7 lists,  for
each of the  Selling  Corporations,  (1) the  number of each  stock  certificate
issued by such Selling Corporation  representing  outstanding shares of stock of
such Selling Corporation,  (2) the record holder of each such stock certificate,
and (3) the number of shares represented by each such stock certificate.

     4.8  Financial   Statements.   The  Selling  Corporations  have  previously
furnished or made available to CGI and the Acquiring  Corporations the unaudited
balance sheets of the Selling Corporations as at August 31, 2004 (the "Unaudited
Selling Corporations Balance Sheets"),  and the related statements of income and
cash flow for the eight  months ended August 31,  2004,  the  unaudited  balance
sheets of the Selling  Corporations  as of December  31, 2002 and 2003,  and the
related statements of income and cash flow and notes thereto for the same fiscal
years (collectively, the "Unaudited Selling Corporations Financial Statements").
All such Unaudited Selling Corporations  Financial Statements fairly present the
financial  condition of Selling  Corporations as of the dates indicated therein,
respectively,  are complete and correct in all material  respects and accurately
reflect all transactions of the Business.

     4.9 Conduct in the Ordinary  Course;  Absence of Changes.  Since August 31,
2004,  except as permitted by Section  6.4(a) and Article VIII, the Business has
been  conducted  in the  ordinary  course  of  business,  consistent  with  past
practice,  and there has been no change in the Business  which has had, or could
reasonably be anticipated  to result in a Material  Adverse Effect on any of the
Selling Corporations.

     4.10 Real Property.

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

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

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

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

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

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

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

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

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

     (b) The Selling  Corporations  have  delivered or made available to CGI and
the  Acquiring  Corporations  correct  and  complete  copies of all  leases  for
Tangible  Personal  Property  and  any  and  all  material  ancillary  documents
pertaining thereto. With respect to each of such leases:

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

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

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

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

     4.12 Working Capital. After deducting all of the payments and distributions
contemplated  by Section  6.4(a)  below on or prior to the Closing  Date,  after
deducting all outstanding  checks written by the Selling  Corporations as of the
Closing Date,  and after  deducting all amounts needed to pay off in full all of
the outstanding accounts payable of the Selling Corporations which are more than
thirty (30) days old as of the Closing Date, the Selling  Corporations will have
a minimum  aggregate  working capital of at least $150,000in cash in the bank as
of the Closing Date.

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

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

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

     4.16 Labor Matters.  (a) The name, place of employment,  the current annual
salary rates, bonuses,  deferred or contingent  compensation,  pension,  accrued
vacation, "golden parachute" and other like benefits paid or payable (in cash or
otherwise)  in 2003  and  2004,  the date of  employment  and a  description  of
position and job function of each current salaried employee,  officer, director,
consultant or agent of each of the Selling  Corporations is accurately stated in
that certain letter re:  employees  dated the date of this Agreement from Cox to
S. Patrick  Martin,  President and Chief  Executive  Officer of Websourced  (the
"Employee Salaries Letter").

     (b) No employment, consulting, severance pay, continuation pay, termination
or indemnification agreements or other similar agreements of any nature (whether
in writing or not) exist between any of the Selling Corporations and any current
or former stockholder, officer, director, employee or consultant.

                  (c)

     (1)  None  of  the  Selling  Corporations  is a  party  to  any  collective
bargaining  agreement  or other  labor  union  contract  applicable  to  persons
employed by any of the Selling Corporations;

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

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

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

     (5) Each of the Selling  Corporations has paid in full to all its employees
or  adequately  accrued for in  accordance  with GAAP  consistently  applied all
wages, salaries, commissions, bonuses, benefits and other compensation due to or
on  behalf of such  employees.  Schedule  4.16(c)(5)  accurately  described  the
current  vacation  policy of the Selling  Corporations  and indicates,  for each
employee of the Selling Corporations,  the amount of accrued but unused vacation
time of such employee as of the Closing Date;

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

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

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

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

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

     4.19 Certain Interests.  (a) No officer,  director or stockholder of any of
the Selling Corporations, and no relative or spouse (or relative of such spouse)
who resides with, or is a dependent of, any such officer or director:

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

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

     (3) has outstanding any Indebtedness to any of the Selling Corporations.

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

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

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

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

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

     4.24  Residency;  Investment  Sophistication;   Backgrounds.  Each  of  the
Stockholders:  (a) is a resident of North Carolina; (b) is a fully "accredited",
sophisticated   investor  capable  of  evaluating  the  potential  risks  of  an
investment  in CGI Common  Stock;  (c) has received,  read and  understands  the
public filings of CGI with the United States Securities and Exchange  Commission
("SEC"),  including  but not limited to CGI's Form 10-QSB for the quarter  ended
September  30, 2004,  and the "Risk  Factors"  described in Item II of such Form
10-QSB; (d) has been afforded a full opportunity to conduct such additional "due
diligence"  investigation  of  CGI,  WebSourced  and its  subsidiaries,  and the
Acquiring  Corporations,  including  their  respective  businesses,  management,
balance  sheets,   financial  results,   prospects  and  Risk  Factors  as  such
Stockholder has deemed appropriate; (e) has retained and has been advised by his
own competent lawyers and accountants in regard to the preparation,  negotiation
and execution of this Agreement and the transactions  contemplated  herein;  (f)
has never been charged, indicted or convicted of any criminal offense, excepting
only minor  traffic  violations;  and (g) is acquiring  the shares of CGI Common
Stock issued as part of the Merger  Consideration,  in good faith solely for his
own account  with the present  intention  of holding such shares for purposes of
investment,  and such Stockholder is not acquiring such shares with a view to or
for subdivision,  distribution,  fractionalization  or distribution  thereof, in
whole or in part, or as an underwriter or conduit to other beneficial  owners or
subsequent purchasers.

     4.25 Brokers.  None of the Selling Corporations nor any of the Stockholders
have employed any  financial  advisor,  broker or finder in connection  with the
Mergers,  and none of the Selling  Corporations nor any of the Stockholders have
incurred nor will incur any broker's,  finder's,  investment  banking or similar
fees,  commissions or expenses in connection with the transactions  contemplated
by this Agreement.

     4.26 [This section intentionally left blank.]

     4.27 Indebtedness and Liabilities.  On the Closing Date each of the Selling
Corporations  will  be free  and  clear  of all  Indebtedness  and  Liabilities,
including but not limited to liens, obligations, claims and encumbrances, actual
or  contingent,  known or  unforeseen,  including but not limited to bank loans,
stockholder loans, payroll claims,  bonus and commission claims,  unpaid payroll
taxes,  other  unpaid  taxes,  pension  obligations,  employment  discrimination
claims,  sexual  harassment  claims,  breach of  contract  claims,  credit  card
chargebacks  in excess of  $1,000,  lawsuits,  stock  options,  stock  warrants,
phantom stock plans, stock appreciation rights or plans,  deferred  compensation
agreements,  purchase  agreements  that  cannot  be  cancelled  by such  Selling
Corporation at any time, consulting agreements, employment agreements other than
the Employment Agreements referred to in Section 7.1(b), severance agreements or
"change of control"  agreements of any nature,  and any other liabilities of any
nature whatsoever  (collectively,  "Claims of Any Nature")  excepting only those
liabilities  shown on the Unaudited Selling  Corporations  Balance Sheet subject
only to minor  adjustments  in  liability  line items  incurred in the  ordinary
course of the Selling  Corporations'  business  between  August 31, 2004 and the
Closing Date ("Approved Liabilities").

     4.28 Material Information.  All material information concerning the Selling
Corporations  has been  provided by the  Stockholders  to CGI and the  Acquiring
Corporations.

                                    ARTICLE V
                        REPRESENTATIONS AND WARRANTIES OF
                       CGI AND THE ACQUIRING CORPORATIONS

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

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

     5.2 Capital Structure.  The authorized capital stock of CGI consists of (a)
100,000,000 shares of CGI Common Stock and (b) 5,000,000 shares of "blank check"
Preferred  Stock,  500,000  shares of which  have been  designated  "Series  One
Preferred Stock". ("CGI Preferred Stock"). As of the date of this Agreement: (1)
31,584,023 shares of CGI Common Stock were issued and outstanding; (2) no shares
of CGI Preferred Stock were issued or outstanding;  (3) 1,500,000  shares of CGI
Common Stock were held in the treasury of CGI; and (4) 10,054,572  shares of CGI
Common  Stock  were  duly  reserved  for  future  issuance   pursuant  to  CGI's
outstanding  warrants and  options.  Except as  described  above,  there were no
shares  of  voting  or  non-voting  capital  stock,  equity  interests  or other
securities  of CGI  authorized,  issued,  reserved  for  issuance  or  otherwise
outstanding.  All outstanding  shares of CGI Common Stock are, and all shares of
CGI  Common  Stock to be  issued  in  connection  with the  consummation  of the
transactions  contemplated  by this Agreement will be, when issued in accordance
with  the  terms  hereof,  duly  authorized,  validly  issued,  fully  paid  and
non-assessable,  and not  subject  to, or issued in  violation  of,  any kind of
preemptive,  subscription  or any kind of  similar  rights.  There are no bonds,
debentures,  notes or other  indebtedness  of CGI  having  the right to vote (or
convertible  into  securities  having the right to vote) on any matters on which
stockholders  of  CGI  may  vote.  Except  as  described  above,  there  are  no
outstanding  securities,   options,   warrants,   calls,  rights,   commitments,
agreements,  arrangements or undertakings of any kind  (contingent or otherwise)
to which CGI is a party or bound  obligating  CGI to issue,  deliver or sell, or
cause to be issued,  delivered or sold,  additional  shares of capital  stock or
other voting  securities of CGI or  obligating  CGI to issue,  grant,  extend or
enter  into any  agreement  to issue,  grant or  extend  any  security,  option,
warrant, call, right, commitment, agreement, arrangement or undertaking. Neither
CGI,  WebSourced or its subsidiaries,  nor any of the Acquiring  Corporations is
subject to any  obligation or  requirement  to provide funds for, or to make any
investment (in the form of a loan or capital  contribution) to or in any Person.
All of the issued and  outstanding  shares of CGI  Common  Stock were  issued in
compliance  in all  material  respects  with all  applicable  federal  and state
securities  laws.  The  authorized  capital  stock  of  each  of  the  Acquiring
Corporations  consists  of 10,000  shares of common  stock,  $0.01 par value per
share,  100 of which are duly  authorized,  validly  issued  and fully  paid and
non-assessable,  and all of which are, and at the Closing Date will be, owned by
CGI free and clear of any Liens.

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

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

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

     5.6 Litigation. There is no suit, action, arbitration,  claim, governmental
or other  proceeding  before  any  Governmental  Authority  pending  or,  to the
Knowledge of CGI,  threatened,  against CGI, WebSourced or its subsidiaries,  or
any of the  Acquiring  Corporations  which  management  of  CGI  believes  could
individually  or in the  aggregate  have a  material  adverse  impact  upon CGI,
WebSourced or its subsidiaries, or any of the Acquiring Corporations.

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

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

     5.9 Financing.  The Cash Consideration has been obtained as is satisfactory
to CGI.

     5.10  Material  Information.   All  material  information  concerning  CGI,
WebSourced  and  its  subsidiaries,  and the  Acquiring  Corporations  has  been
provided to the Stockholders.

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

                                   ARTICLE VI
                                    COVENANTS

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

     6.2 Regulatory and Other Authorizations; Notices and Consents.

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

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

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

     6.4 Conduct of Business Pending Closing.

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

     (1) the  Selling  Corporations  shall be  permitted  to  distribute  to the
Stockholders an aggregate amount of cash approximately  equal to the federal and
state  income  taxes  payable  by the  Stockholders  in regard to  undistributed
profits earned by the Selling  Corporations  during the taxable period beginning
on January 1, 2004 and ending on the Closing Date, such aggregate amount of cash
to be equal to $327,000; and

     (2) the Selling  Corporations  shall be  permitted to pay off their line of
credit from  SouthTrust Bank extended  pursuant to that certain  Promissory Note
dated May 17, 2004.

     Except in regard to clauses  6.4(a)(1) through 6.4(a)(2) listed above, from
the date of this  Agreement  until  the  Closing  Date  there  shall  not be any
material  increases or decreases in compensation,  capital  expenditures,  asset
sales or affiliate transactions involving any of the Selling Corporations and/or
the  Stockholders,  nor shall there be any  unusual  cash  withdrawals,  unusual
payments,   unusual   contracts  or  contract   provisions,   or  other  unusual
transactions  or business  practices  involving any of the Selling  Corporations
and/or the Stockholders.

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

     (c) Each of the Selling Corporations and the Stockholders agree that during
the period from the date of signing of this  Agreement  until the Closing  Date,
each  of the  Selling  Corporations  and the  Stockholders  shall  refrain  from
entering  into,  participating  in, or  responding  to, any other  negotiations,
discussions,  contracts,  letters of intent, or other arrangements of any nature
with any third parties (other than CGI and the Acquiring Corporations) regarding
a disposition of any of the Selling  Corporations'  Business or assets, the sale
of the stock of any of the  Selling  Corporations,  or any other  actions  which
might have the effect of  impeding,  delaying or making more costly the Mergers,
provided,  however,  that this agreement shall no longer be legally binding upon
any of the  Selling  Corporations  and the  Stockholders  if the Closing has not
occurred by January 31, 2005.

     (d) CGI,  WebSourced and its subsidiaries,  and the Acquiring  Corporations
agree that  during the period from the date of signing of this  Agreement  until
the  Closing  Date,  each  of CGI,  WebSourced  and  its  subsidiaries,  and the
Acquiring  Corporations  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 Stockholders and the Selling Corporations)  regarding the acquisition of any
other so-called  "traditional  advertising and/or public relations company",  or
any other  actions  which might have the effect of impeding,  delaying or making
more  costly the  Mergers  excepting  only the  Pending  Registration  Statement
referred to in Section 10.1 below which CGI is  contractually  obligated to file
and to use good faith  efforts to obtain SEC  approval  as soon as  practicable,
provided,  however,  that this agreement shall no longer be legally binding upon
CGI,  WebSourced and its subsidiaries,  or any of the Acquiring  Corporations if
the Closing has not occurred by January 31, 2005.

                                   ARTICLE VII
                               EMPLOYMENT MATTERS

     7.1 Current Employees. On the Closing Date, there will be no changes in the
employment  status,  or in  the  terms  and  conditions  of  employment,  of the
employees of any of the Surviving Corporations prior to the Mergers, except that
on or before the Closing Date,  Cox, Finch and Thanhauser  each shall enter into
Employment Agreements in the forms of Exhibits 7.1(b)(1), 7.1(b)(2) and 7(b)(3),
respectively.  Employees of the Selling  Corporations shall be entitled to carry
over  accrued but unused  vacation  tine,  to the extent  indicated  on Schedule
4.16(c)(5), and the Surviving Corporations shall continue the vacation policy of
the Selling  Corporations,  as such policy is set forth on Schedule  4.16(c)(5).
Employees of the Selling  Corporations  will retain  coverage with their current
health insurance provider,  if permitted such health insurance  provider,  until
such  date as the  Parties  mutually  agree to  transfer  such  coverage  to the
insurance provider of the Surviving Corporations.

     7.2 Management of Surviving  Corporation.  Thanhauser,  Finch,  Cox and CGI
mutually  acknowledge and agree that they intend for Thanhauser,  Finch and Cox,
as the CEO, President and Vice President of each of the Surviving  Corporations,
respectively,  to manage and control the day-to-day  operations of the Surviving
Corporations  pursuant  to the  Articles  of  Incorporation  and  Bylaws  of the
Surviving Corporations,  respectively, but subject to the overall control of the
Boards  of  Directors  of  the  Surviving  Corporations,  respectively.  Without
limiting the generality of the foregoing:

     (a) Thanhauser, Finch, Cox and CGI mutually acknowledge and agree that they
intend for Thanhauser,  Finch and Cox, as the CEO,  President and Vice President
of each of the  Surviving  Corporations,  respectively,  to  have  control  over
day-to-day business operations of the Surviving Corporations,  including primary
authority  regarding  the hiring and firing of  personnel,  marketing  strategy,
pricing and other product and service strategies; but

     (b)  Thanhauser,  Finch,  Cox and CGI also mutually  acknowledge and agree:
that they intend for the Boards of Directors of the  Surviving  Corporations  to
establish and  communicate to Thanhauser,  Finch and Cox, as the officers of the
Surviving  Corporations,  from time to time,  management  controls  representing
policies established by such Boards of Directors; and that, without limiting the
generality of the foregoing, none of the Surviving Corporations,  nor any of its
subsidiaries  may take or agree to take, and neither  Thanhauser,  Finch nor Cox
shall cause, assist nor participate in any fashion in such Surviving Corporation
or any of its  subsidiaries  taking or  agreeing to take,  any of the  following
actions,  without the prior express  approving vote of the Board of Directors of
such Surviving Corporation:

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

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

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

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

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

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

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

     (8) register any securities of such Surviving Corporation;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     7.3  Assistant  Controller.  Following  the  Closing  Date,  the  Surviving
Corporations shall jointly hire a corporate Assistant Controller (the "Assistant
Controller")  jointly  selected by Cox,  Finch and Thanhauser as the officers of
the Surviving Corporation,  and by S. Patrick Martin, as the President and Chief
Executive  Officer of WebSourced.  The Assistant  Controller  will be invited to
attend all of the management  meetings  attended by the Controller of any of the
Surviving  Corporations,  and  the  Assistant  Controller  will  report  to  the
Controller of each of the  Surviving  Corporations,  and, as  requested,  to the
President and Chief Executive Officer and Chief Financial Officer of WebSourced.

                                  ARTICLE VIII
                             PRE-CLOSING ASSIGNMENTS

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

     8.2 Sale and Assignment of All Internet Interests.  The Stockholders hereby
sell, convey,  give, grant, assign and transfer to the Selling  Corporations any
and all  rights,  titles  and  interests  of any  nature  whatsoever,  legal  or
beneficial,  active  or  passive,  which any of them may have in or to any other
Person, business or Web Site involving advertising,  public relations, so-called
"secret  shopping",  or the sale or provision of information,  goods or services
over  the  internet,   it  being  expressly   acknowledged  and  agreed  by  the
Stockholders  that it is the intent of the  Parties and of this  Agreement  that
following the Mergers the  Stockholders'  only  Business  Interests in regard to
advertising,  public relations, so-called "secret shopping", or other businesses
of any nature whatsoever involving the internet, will be their interests in CGI,
WebSourced and its subsidiaries, and the Surviving Corporations.

                                   ARTICLE IX
                                     EARNOUT

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

     Certified Aggregate Earnout Period
     Pre-Tax Earnings of the
     Selling Corporations                               Earnout
     Less than $1,400,000                               $0
     $1,400,000 or more                                 $100,000

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

                                    ARTICLE X
                               REGISTRATION RIGHTS

     10.1 Filing of  Registration  Statement.  The Stock  Consideration  will be
unregistered,  restricted  stock and shall constitute  restricted  securities as
that term is defined in Rule 144  promulgated  under the Securities Act of 1933,
as amended.  For purposes of  calculating  the one-year hold period in regard to
said Rule 144,  such period  shall  commence at the  Effective  Time.  The Stock
Consideration  will be  unregistered,  restricted  stock.  CGI  will  grant  the
Stockholders certain registration rights with respect to the Stock Consideration
pursuant to a  Registration  Rights  Agreement  in the form  attached  hereto as
Exhibit 10.1 (the  "Registration  Rights  Agreement"),  which will provide that,
subject to the compliance of the  Stockholders  with the terms and conditions of
the Registration Rights Agreement,  CGI will file a registration  statement (the
"Registration  Statement")  with the SEC  covering the Stock  Consideration  and
other shares of CGI Common  Stock,  no later than one hundred  twenty (120) days
following the Closing Date and that CGI will use good faith efforts to cause the
Registration  Statement  to  be  declared  effective  by  the  SEC  as  soon  as
practicable thereafter,  provided,  however, that if on the Closing Date CGI has
another registration  statement pending with the SEC (the "Pending  Registration
Statement"),  then CGI shall not be obligated to file the Registration Statement
until  sixty  (60)  days  following  the  date  that  the  Pending  Registration
Statement,  as the Pending  Registration  Statement may be amended,  is declared
effective.

                                   ARTICLE XI
                         CONDITIONS PRECEDENT TO CLOSING

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

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

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

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

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

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

     (f) Consents.  Any and all needed consents and approvals from third parties
for the consummation of the transactions  contemplated by this Agreement and the
other Documents shall have been obtained.

     (g) No Actions, Suits or Proceedings. No Order of any Court or Governmental
Authority  shall  have been  issued  restraining,  prohibiting,  restricting  or
delaying,  the consummation of the  transactions  contemplated by this Agreement
and the other Documents.  No Litigation shall be pending or, to the Knowledge of
the  Parties to this  Agreement,  threatened,  before any Court or  Governmental
Authority to restrain,  prohibit,  restrict or delay,  or to obtain damages or a
discovery  order  in  respect  of  this  Agreement  or the  consummation  of the
transactions  contemplated  hereby.  No  insolvency  proceeding of any character
including  without   limitation,   bankruptcy,   receivership,   reorganization,
dissolution or arrangement with creditors,  voluntary or involuntary,  affecting
any of the  Selling  Corporations  shall be  pending,  and  none of the  Selling
Corporations  shall have taken any action in  contemplation  of, or which  would
constitute the basis for, the institution of any such proceedings.

     (h)  Shares.  The  Stockholders  shall have  delivered  to CGI  MarketSmart
Certificates  evidencing all of the MarketSmart Shares,  Rightstuff Certificates
evidencing all of the Rightstuff Shares, and Checkup Certificates evidencing all
of the Checkup Shares.

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

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

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

     (2) the  corporate  minute  books  and  stock  record  books of each of the
Selling Corporations shall have been delivered to the Acquiring Corporations, as
applicable;

     (3) the Registration Rights Agreement; and

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

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

     (l) Approvals of Boards of Directors.  This Agreement and the  transactions
contemplated  hereby shall have been approved by the Boards of Directors of each
of CGI, the Acquiring Corporations, and the Selling Corporations.

     (m) Due  Diligence.  Each Party  shall  have  completed  its due  diligence
investigation of the other Parties  (including without limitation an examination
of corporate books and records, financials,  historical operations,  management,
business  practices,  computer systems,  prospects,  legal, tax, ERISA and other
matters),  and the results of such  investigation  shall be satisfactory to each
Party in its sole discretion.

     (n) [This Section intentionally has been left blank].

     (o)  Buy-Sell  Agreement.  The  Stockholders  and  MarketSmart  shall  have
terminated that certain Market Smart Advertising,  Inc. Buy-Sell Agreement dated
September 2, 1999, and any other similar agreement among any of the Stockholders
and any of the Selling Corporations.

     (p) Life Insurance.  The  Stockholders and the Selling  Corporations  shall
have cancelled all currently  outstanding policies of life insurance held by any
of  the  Selling  Corporations  covering  any  of  the  Stockholders,  including
Prudential  Insurance Policy Numbers  93208874,  93208877,  and 93208880 held by
MarketSmart,  or all ownership and premium payment obligations in regard to such
policies  shall have been  transferred  and  assigned  to, and  assumed  by, the
Stockholders.

     (q)  Barbara  Glaub.  MarketSmart  shall  have  delivered  to CGI  and  the
MarketSmart  Acquisition Sub a letter, in form and substance  acceptable to CGI,
signed by Barbara Glaub (The Glaub  Company)  acknowledging  and agreeing to the
terms and  conditions  pursuant to which  Barbara  Glaub (The Glaub  Company) is
working with MarketSmart.

     (r) Working  Capital.  The Selling  Corporations  shall have  satisfied the
Chief Financial  Officer of CGI, in his sole discretion,  that as of the Closing
Date the Selling  Corporations  are in  compliance  with the  minimum  aggregate
working capital requirement set forth in Section 4.12 above.

                                   ARTICLE XII
                                 INDEMNIFICATION

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

     12.2 Indemnification.

     (a) The  Stockholders  agree to, jointly and severally,  indemnify and hold
harmless  CGI and the  Acquiring  Corporations,  and  each of  their  respective
successors and assigns,  together with all of their officers and directors, from
and against  any and all losses,  damages,  liabilities,  obligations,  costs or
expenses  (any one such item  being  herein  called a "Loss"  and all such items
being herein  collectively  called "Losses") which are caused by or arise out of
(1) any breach or default in the  performance by the  Stockholders or any of the
Selling  Corporations  of any covenant or agreement of the  Stockholders  or the
Selling  Corporations  contained in this Agreement;  (2) any  material breach of
warranty or inaccurate or erroneous  representation  made by the Stockholders or
any of the Selling  Corporations  herein,  in this  Agreement or in any Schedule
(including  the  Disclosure  Schedule)  delivered to CGI or any of the Acquiring
Corporations pursuant hereto or in any certificate or other instrument delivered
by or on behalf of the Stockholders or any of the Selling Corporations  pursuant
hereto;  and (3)  any and all  actions,  suits,  proceedings,  claims,  demands,
judgments,  costs and expenses (including  reasonable legal fees) arising out of
the  foregoing,  if and to the  extent  that  such  aggregate  Losses  exceed an
aggregate of Fifty Thousand Dollars  ($50,000).  Without limiting the generality
of the immediately  preceding  sentence,  the Stockholders shall fully indemnify
and hold  harmless CGI and each of the Acquiring  Corporations  from and against
all Claims of Any Nature  regarding any of the Selling  Corporations  created or
incurred prior to the Closing other than the Approved  Liabilities  ("Unapproved
Liabilities")  until the applicable  statutes of limitations expire in regard to
such liabilities if such aggregate Unapproved  Liabilities exceed Fifty Thousand
Dollars  ($50,000).  If the Selling  Corporations  have aggregate  Losses and/or
Unapproved  Liabilities which exceed $50,000, then: (i) Stock Consideration with
an  aggregate  fair  market  value  equal to the amount by which such  aggregate
Losses and/or Unapproved Liabilities exceed $50,000 shall be delivered to CGI by
the Stockholders and cancelled (the "Cancelled  Shares") (for example,  if prior
to the Closing Date one of the Selling  Corporations owes an employee a $100,000
sales  commission  that was not  shown  on the  Unaudited  Selling  Corporations
Balance Sheets and one of the Selling  Corporations  pays such sales  commission
after the Closing  Date,  and if on the date that such sales  commission is paid
the closing price of per share of CGI Common Stock is $10.00, then the number of
Cancelled    Shares   shall   be    calculated    as   follows:    ($100,000   -
$50,000)/$10=$5,000; and therefore 5,000 shares of the Stock Consideration shall
be delivered to CGI by the  Stockholders  and cancelled);  and (ii) CGI shall be
permitted  to apply and  offset,  dollar-for-dollar,  the  amount by which  such
aggregate  Losses  and/or  Unapproved  Liabilities  exceed  $50,000  against the
Earnout,   in  each  case  on  a  pro  rata  basis.  Any  of  the  Stockholders'
indemnification obligations that are not satisfied via the cancellation of Stock
Consideration  or via offset  against  the  Earnout  shall be owed  jointly  and
severally by the Stockholders,  and shall be paid by the Stockholders personally
on a joint and  several  basis.  The Stock  Consideration  shall be  legended to
reflect this agreement.

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

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

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


                                  ARTICLE XIII
                                    WARRANTS

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

Number        Exercise
of             Vesting       Expiration
Shares          Price           Date                   Date         Conditions
16,667           (1)       1st anniversary       5th anniversary    (4),(5),(6)
                          of the Closing Date  of the Closing Date
16,667           (2)       2nd anniversary       6th anniversary    (4),(5),(6)
                          of the Closing Date  of the Closing Date
16,666           (3)       3rd anniversary       7th anniversary    (4),(5),(6)
                          of the Closing Date  of the Closing Date

(1) Closing price per share of CGI Common Stock on the last trading day prior to
the Closing Date.
(2) Closing price per share of CGI Common Stock on the last trading day prior to
the first anniversary of the Closing Date.
(3) Closing price per share of CGI Common Stock on the last trading day prior to
the second anniversary of the Closing Date.
(4) Such  warrants  shall be evidenced by the typical form of Warrant  Agreement
used by CGI,  and all terms and  conditions  of such form of  Warrant  Agreement
shall apply to and limit such warrants (for  example,  and without  limiting the
generality  of the  foregoing:  as in the case of all  warrants  granted  by CGI
including  those  issued or to be issued to  Gerard  M.  Jacobs  and S.  Patrick
Martin, the number of shares covered by such warrants,  and the strike price per
share of such warrants,  shall be appropriately  adjusted to reflect any and all
stock splits, stock dividends,  and other corporate events following the date of
issuance of such warrants).
(5) Such  warrants  shall not become  vested and  therefore  cannot be exercised
until the vesting  date of such  warrants,  and such  warrants  shall  terminate
immediately in the event that Cox,  Finch or Thanhauser,  as the case may be, is
not  continuously  employed by a  subsidiary  of CGI,  for any reason,  from the
Closing Date until the vesting date of such warrants.
(6) Such  warrants  shall  terminate if not  exercised  within  thirty (30) days
following the last day of employment of Cox,  Finch or  Thanhauser,  as the case
may be, by a subsidiary of CGI.

13.2   Issuance  of  Warrants  to  Certain   Other   Employees  of  the  Selling
Corporations.  At the Closing, certain employees of the Selling Corporations, to
be mutually identified by Cox, Finch, Thanhauser and S. Patrick Martin, shall be
issued warrants to purchase an aggregate of 90,000 shares of CGI Common Stock in
accordance with the following terms and conditions:

Number       Exercise
of           Vesting      Expiration
Shares        Price          Date                      Date         Conditions
90,000         (1)       1st anniversary        5th anniversary     (4),(5),(6)
                       of the Closing Date     of the Closing Date

(1) Closing price per share of CGI Common Stock on the last trading day prior to
the Closing Date.
(4) Such  warrants  shall be evidenced by the typical form of Warrant  Agreement
used by CGI,  and all terms and  conditions  of such form of  Warrant  Agreement
shall apply to and limit such warrants (for  example,  and without  limiting the
generality  of the  foregoing:  as in the case of all  warrants  granted  by CGI
including  those  issued or to be issued to  Gerard  M.  Jacobs  and S.  Patrick
Martin, the number of shares covered by such warrants,  and the strike price per
share of such warrants,  shall be appropriately  adjusted to reflect any and all
stock splits, stock dividends,  and other corporate events following the date of
issuance of such warrants).
(5) Such  warrants  shall not become  vested and  therefore  cannot be exercised
until the vesting  date of such  warrants,  and such  warrants  shall  terminate
immediately  in the event that the  grantee of the  warrant is not  continuously
employed by a subsidiary of CGI, for any reason, from the Closing Date until the
vesting date of such warrants.
(6) Such  warrants  shall  terminate if not  exercised  within  thirty (30) days
following  the  last  day of  employment  of the  grantee  of the  warrant  by a
subsidiary of CGI.


                                   ARTICLE XIV
                                   TERMINATION

     14.1 Termination.

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

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

                                   ARTICLE XV
                                 TAX ALLOCATIONS

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

                                   ARTICLE XVI
                                  MISCELLANEOUS

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

                  If to CGI or any of the Acquiring Corporations to:
                                    CGI Holding Corporation
                                    100 N. Waukegan Road, Suite 100
                                    Lake Bluff, IL  60044
                                    Attn: Gerard M. Jacobs

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

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

                  If to the Stockholders or any of the Selling Corporations:
                                      Gregory Cox
                                      MarketSmart Advertising
                                      5109 Holly Ridge Drive, Suite 210
                                      Raleigh, NC  27612

                  With a copy to:     Terry J. Carlton
                                      Jordan Price Wall Gray Jones & Carlton
                                      P.O. Box 10669
                                      Raleigh, North Carolina  27605-0669


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

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

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

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

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

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

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

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

     16.9  Publicity.  The  Selling  Corporations  and CGI shall issue the press
release  attached  hereto as Exhibit  16.9.  Except as required by Law, no Party
shall make any other  press  release or public  announcement  in respect of this
Agreement or the transactions  contemplated hereby or otherwise communicate with
any news media without the prior written consent of the other Parties.

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

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

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

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

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

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

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

                                  ARTICLE XVII
                                   CO-LOCATION

     17.1 Co-Location.  The Stockholders shall deliver to CGI at Closing a Lease
Modification  and Consent  Agreement,  duly executed by the current landlord for
MarketSmart, in the form attached as Exhibit 17.1.

     IN WITNESS  WHEREOF,  the parties  hereto have each  executed and delivered
this Agreement as of the day and year first above written.

                         CGI HOLDING CORPORATION

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

                         MARKETSMART ACQUISITION SUB, INC.
                         By:     /s/ S. Patrick Martin
                         ------------------------------
                         Name:   S. Patrick Martin
                         Title:  President

                         RIGHTSTUFF ACQUISITION SUB, INC.
                         By:     /s/ S. Patrick Martin
                         -----------------------------
                         Name:   S. Patrick Martin
                         Title:  President

                         CHECKUP ACQUISITION SUB, INC.
                         By:     /s/ S. Patrick Martin
                         -----------------------------
                         Name:   S. Patrick Martin
                         Title:  President

                         MARKETSMART ADVERTISING, INC.
                         By:     /s/ M. Lewis Finch III
                         ------------------------------
                         Name:   M. Lewis Finch III
                         Title:  President

                         RIGHTSTUFF INC. d/b/a BRIGHT IDEA STUDIO.
                         By:     /s/ M. Lewis Finch III
                         -------------------------------
                         Name:   M. Lewis Finch III
                         Title:  President

                         CHECKUP MARKETING, INC.
                         By:     /s/ M. Lewis Finch III
                         -------------------------------
                         Name:   M. Lewis Finch III
                         Title:  President



                         /s/ Steven Thanhauser
                         Steven Thanhauser, in his individual capacity and
                         in his capacity as a Stockholder, director and
                         officer of each of the Selling Corporations


                         /s/ Gregory J. Cox
                         Gregory J. Cox, in his individual capacity and in
                         his capacity as a Stockholder, director and officer
                         of each of the Selling Corporations


                         /s/ M. Lewis Finch III
                         M. Lewis Finch III, in his individual capacity and
                         in his capacity as a Stockholder, director and
                         officer of each of the Selling Corporations



                              Disclosure Schedules

for the Merger  Agreement  relating to merger of MARKETSMART  ADVERTISING,  INC.
"MarketSmart"),  into MARKETSMART  ACQUISITION  SUB, INC.;  merger of RIGHTSTUFF
INC. d/b/a BRIGHT IDEA STUDIO  ("Rightstuff")  into RIGHTSTUFF  ACQUISITION SUB,
INC.; and merger of CHECKUP MARKETING, INC. ("Checkup") into CHECKUP ACQUISITION
SUB, INC.


                             DISCLOSURE SCHEDULE 4.1
                         Jurisdictions in which Licensed


Jurisdictions  in which the  failure to be licensed  or  qualified  could have a
Material Adverse Affect on any of the Selling Corporations.


                                      None

                             DISCLOSURE SCHEDULE 4.7

List of shareholders,  certificates and number of shares  outstanding of Selling
Corporations

                                   MarketSmart

Available         1000
Issued            1000     ($1 Par Value)

Certificate       #1       Gregory J. Cox   33 1/3            Voided
                  #2       Steve Thanhauser 33 1/3            Voided
                  #3       M. Lewis Finch   33 1/3            Voided
                  #4       Gregory J. Cox   333 1/3
                  #5       Steven Thanhauser333 1/3
                  #6       M. Lewis Finch   333 1/3


                                   RightStuff

Available         100,000
Issued            1000     ($ Par Value)

Certificate       #1       Gregory J. Cox   33 1/3            Voided
                  #2       Steven Thanhauser33 1/3            Voided
                  #3       M. Lewis Finch   33 1/3            Voided
                  #4       Gregory J. Cox   333 1/3
                  #5       Steven Thanhauser333 1/3
                  #6       M. Lewis Finch   333 1/3


                               Check Up Marketing

Available         100,000
Issued            10       ($100 Par Value)

Certificate       #1       Gregory J. Cox   33 1/3            Voided
                  #2       Steven Thanhauser33 1/3            Voided
                  #3       M. Lewis Finch   33 1/3            Voided
                  #4       Gregory J. Cox   3 1/3
                  #5       Steven Thanhauser3 1/3
                  #6       M. Lewis Finch   3 1/3


                           DISCLOSURE SCHEDULE 4.10(a)
      List of Owned Real Property and List of Leases of Owned Real Property


                                      None



                           DISCLOSURE SCHEDULE 4.10(b)
                          List of Leased Real Property

<TABLE>

Lessee               Lessor            Street Address        Term                      Rental Payments
-------------------- ----------------- --------------------- ------------------------- -------------------
<S>                  <C>               <C>                   <C>                       <C>

MarketSmart          TLC Properties    5109 Holly Ridge      Month-to-month            From 11/1/02 to 11/1/06 -
                     of NC, LLC        Drive, Raleigh,       commencing on November    $9000.00 per month
                                       North Carolina        1, 2002
</TABLE>



                            DISCLOSURE SCHEDULE 4.11
                       List of Tangible Personal Property



Workstations                                     86
File Cabinets                                    75
Tables                                           26
Chairs                                          126
Bookcases                                        35
Cabinets other                                    3


Accounting:
                                                 11  File Cabinets
                                                  5  Workstations
                                                  5  Tables
                                                  1  Book case
                                                  7  Chairs

Checkup Marketing:
                                                  2  File Cabinets
                                                  2  Workstations
                                                  1  Table
                                                  1  Book case
                                                  3  Chairs

Creative War Room (Down Stairs)
                                                  0  File Cabinets
                                                  4  Workstations
                                                  2  Table
                                                  1  Conference Table
                                                  4  Book case
                                                 12  Chairs

Subway Central:
                                                  5  File Cabinets
                                                  3  Workstations
                                                  3  Table
                                                  1  Book case
                                                  5  Chairs

WordSmith:
                                                  5  File Cabinets
                                                  4  Workstations
                                                  1  Table
                                                  1  Book case
                                                  7  Chairs

IT Office
                                                  1  File Cabinets
                                                  2  Table
                                                  3  Book case
                                                  2  Chairs

Down Stairs Conference Room:
                                                  1  Conference Table
                                                  4  Stairs

Bright Ideas Studio:
                                                  1  File Cabinets
                                                  7  Workstations
                                                 12  Book case
                                                 12  Chairs

Office Manager Suite:
                                                  2  File Cabinets
                                                  2  Table
                                                  3  Workstations
                                                  6  Chairs

Kitchen
                                                  1  Round Table
                                                  1  Table
                                                  1  Cabinet
                                                  1  Coffee Maker
                                                  1  Refrigerator
                                                  4  Chairs

Mailroom
                                                  1  Workstation
                                                  1  Counter
                                                  1  Chair
                                                  1  Book case

Office Manager Suites:
                                                  3  Workstations
                                                  2  Tables
                                                  2  File Cabinets
                                                  6  Chairs

Media:
                                                  8  Workstations
                                                 12  File Cabinets
                                                  4  Book case
                                                 11  Chairs


Liz Byrd's Office
                                                  1  Workstation
                                                  2  Chairs
                                                  2  File Cabinets

Amish's old Office
                                                  1  Workstation
                                                  2  Chairs
                                                  2  File Cabinets
                                                  1  Book case

Front Reception area
                                                  1  Workstation
                                                  4  Chairs
                                                  2  Tables
                                                  1  File Cabinet

Creative Up Stairs:
                                                  3  Carts
                                                  2  Workstations
                                                  4  File Cabinets
                                                  9  Chairs

Eric's Office:
                                                  1  Workstation
                                                  2  Tables
                                                  2  Chairs
                                                  1  File Cabinet

Copy Room:
                                                  1  Table
                                                  2  Cabinets
                                                  2  Book cases
                                                  3  File Cabinets

Liz M Office:
                                                  1  Workstation
                                                  2  Chairs
                                                  2  Book cases
                                                  1  Table
                                                  1  File Cabinet

Greg Cox Office:
                                                  1  Workstation
                                                  1  Book case
                                                  1  File Cabinet
                                                  3  Chairs




Kimberly Mears Office:
                                                  1  Workstation
                                                  1  Chair


Web Usability Room:
                                                  1  Workstation
                                                  1  File Cabinet

Steve's Office:




Dell Dimension 2400                     17
Dell Dimension 3000                      1
Dell Dimension 8400                      1
Dell Dimension older other              16
HP Laptops                               2
MAC                                     11
File Servers                             4
Fax Machines                             2
17" Dell Monitors                       29
19" Dell Monitors                        3
Monitors older other                     8
HP LaserJet 6L                           2
HP LaserJet                              1
HP 1100 LaserJet                         2
HP 1150 LaserJet N                       1
HP 1000 LaserJet N                       1
HP 1200 LaserJet N                       1
HP 1300 LaserJet N                       1
HP 8000n LaserJet N                      1
HP IIISi LaserJet N                      1
Kyocera FS - C8008N                      1
Dell 740                                 3
Epson CX5400                             4
Dell 920                                 3
HP 5150 DeskJet                          1
HP C932 DeskJet                          1
Lexmark Z52                              1



                            DISCLOSURE SCHEDULE 4.13
                           List of Insurance Policies

<TABLE>

Company            Insurance       Type of        Carrier      Amount of        Expiration date   Amount of coverage
                   Policy          coverage                    premium
------------------ --------------- -------------- ------------ ---------------- ----------------- ---------------------
<S>                <C>             <C>            <C>          <C>              <C>               <C>

MarketSmart        Policy #:       Workers        Accident     Estimated        11/21/05          Bodily Injury by
                   WCV 5014866     Compensation   Fund         annual                             Accident per
                                   and            Insurance    premium: $4,052                    accident: $100,000
                                   Employers      Company of
                                   Liability      America                                         Bodily Injury by
                                                                                                  Disease policy
                                                                                                  limit: $500,000

                                                                                                  Bodily Injury by
                                                                                                  Disease each
                                                                                                  employee: $100,000

MarketSmart        Policy #:       Premises       Erie         Total annual     9/1/05            Each occurrence:
                   Q45  0190771    insurance      Insurance    premium: $652                      $1,000,000
                   NC              for 5109       Group
                                   Holly Ridge                                                    Personal &
                                   Drive, Suite                                                   advertising injury:
                                   210,                                                           $1,000,000
                                   Raleigh, NC
                                                                                                  General aggregate
                                                                                                  limit: $2,000,000

                                                                                                  Products/Completed
                                                                                                  operations
                                                                                                  aggregate limit:
                                                                                                  $2,000,000

                                                                                                  Employee
                                                                                                  dishonesty: $50,000

Rightstuff         Policy #: Q44   Premises       Erie         Total deposit    8/1/05            Each occurrence:
                   0151872         insurance      Insurance    premium: $5,649                    $1,000,000
                                   for 5109       Group
                                   Holly Ridge                                                    Personal &
                                   Drive, Suite                                                   advertising injury:
                                   210,                                                           $1,000,000
                                   Raleigh, NC
                                                                                                  General aggregate
                                                                                                  limit: $2,000,000

                                                                                                  Products/Completed
                                                                                                  operations
                                                                                                  aggregate limit:
                                                                                                  $2,000,000

MarketSmart        Policy          Professional   Houston      $8,744.75        9/15/05           Aggregate and per
                   #:H704-15121    liability      Casualty                                        claim $1,000,000
                                   errors &       Company
                                   omissions

MarketSmart        Policy #s:      Employee       UnitedHealthcEstimated        [effective date   variable
                   05R0269         health                      monthly          5/1/04]
                   05R0270                                     initial
                                                               coverage:
                                                               $8,675.99

MarketSmart        [customer #:    Employee       MetLife      Estimated        [effective date   variable
                   5561107]        life,                       monthly life:    4/1/02]
                                   disability                  $146.96
                                   and dental
                                                               Estimated
                                                               monthly
                                                               disability:
                                                               $300.95

                                                               Estimated
                                                               monthly dental:
                                                               $765.14

..MarketSmart       Policy # :      Life           Prudential                    [assumed by Mr.
                   93-208-874      insurance      Financial                     Thanhauser on
                                   policy on                                    1/1/05]
                                   the life of
                                   Steven D.
                                   Thanhauser

MarketSmart        Policy #:       Life           Prudential                    [assumed by Mr.
                    93-208-877     insurance      Financial                     Cox on 1/1/05]
                                   policy on
                                   the life of
                                   Gregory J.
                                   Cox

MarketSmart        Policy #s:      Life           Prudential                    [assumed by Mr.
                   93-208-880      insurance      Financial                     Finch on 1/1/05]
                   V6-054-866      policy on
                                   the life of
                                   Melvin L.
                                   Finch
</TABLE>




                            DISCLOSURE SCHEDULE 4.14
                    List of all Permits used for the Business


 ---------------- -------------------------------------------------------------
 Company          Permits
 ---------------- -------------------------------------------------------------
MarketSmart       Merchant's Certificate of Registration dated 1/20/95 issued
                  by North Carolina Department of Revenue

                  Business Privilege License issued by City of Raleigh
                  (renewed annually)

RightStuff        North Carolina sales & use tax identification number issued
                  by North Carolina Department of Revenue dated 5/5/99

Checkup           Merchant's Certificate of Registration dated 4/24/03 issued
                  by North Carolina Department of Revenue


                         DISCLOSURE SCHEDULE 4.16(c)(5)
             Vacation Policy and Accrued Vacation for Each Employee


                   [SEE ATTACHED MARKETSMART VACATION POLICY]



Company             Employee                       Accrued Vacation Time (hours)
------------------- ---------------------------    ----------------------------
MarketSmart         Suzanne Austin                                18.5

                    Donna Blackmer                                0

                    Regina Bowden                                 3.0

                    Judi Burnell                                  4.14

                    Liz Byrd                                      15.14

                    Ann Cavender                                  15.01

                    Greg Clark                                    24.75

                    Sherry Clark                                  15.75

                    Sarah Cope                                    23.83

                    Greg Cox                                      0

                    Amish Desai                                   37.0

                    Susie Eitel                                   19.50

                    Marilyn Fast                                  16.5

                    Lewis Finch                                   0

                    Terry Fowler                                  39.13

                    Christine Gill                                0

                    David Haas                                    10.0

                    M.C. Hackney                                  40.0

                    Patrick Harrell                               36.5

                    Janet Hendley                                 0

                    Jerry Hester                                  0

                    Cynthia Jackson                               10.0

                    Candace Lewis                                 0

                    Amy Loeffler                                  10.0

                    Liz Manera                                    22.5

                    Julie Marco                                   20.5

                    Sheila Matthews                               16.5

                    Chris McCabe                                  40.0

                    Kimberly Mears                                0

                    Patti Medina                                  37.56

                    Eric Miller                                   30.29

                    Chris Moran                                   4.5

                    Glenna Musante                                40.0

                    Mary Odegaard                                 11.5

                    Bob Perman                                    40.0

                    Chris Phillips                                27.0

                    Dawn Pitman                                   16.0

                    Kathleen Punzalan                             34.67

                    Lauren Roach                                  -1.75

                    Scott Rucci                                   39.73

                    Allie Schatz                                  32.75

                    Erik Smith                                    12.0

                    Laurie Sparks                                 11.34

                    Steve Thanhauser                              0

                    John Trice                                    0

                    Lauren Viola                                  40.0

                    Linda Wente                                   40.0

                    Karen Williams                                19.75

                    Dennis Wipper                                 -2.0


RightStuff          None                                          None

Checkup             None                                          None

                            DISCLOSURE SCHEDULE 4.17
                             Employee Benefit Plans






Company                    Employee Benefit Plans
------------------------- -----------------------------------------------------
MarketSmart                UnitedHealthcare - medical and dental insurance

                           MetLife - life, disability and dental insurance

                           Principal Financial Group - retirement savings plan

RightStuff                 None

Checkup                    None


                            DISCLOSURE SCHEDULE 4.20
                                   Litigation



                                      None

99.1 Press Released dated January 14, 2005 announcing  closing of acquisition of
MarketSmart Companies.

CGI Holding Corporation Acquires MarketSmart Advertising
Friday January 14, 11:38 am ET

Deal  Merges  World's  Largest  Search  Engine  Marketing  Firm with  Major N.C.
Full-Service Ad Agency

LAKE BLUFF,  Ill.--(BUSINESS WIRE)--Jan. 14, 2005--CGI Holding Corp. (OTCBB:CGIH
- News;  the  "Company")  today  announced  that it has  closed  its  previously
announced acquisition of MarketSmart Advertising,  Inc., Rightstuff,  Inc. d/b/a
Bright Idea Studio, and Checkup Marketing,  Inc. (the "MarketSmart  Companies"),
for $3 million plus 1 million shares of the Company's  restricted  common stock.
The Company has also issued  warrants to purchase an aggregate of 260,000 shares
of the Company's  restricted  common stock to the  stockholders and employees of
the  MarketSmart  Companies.  The Company  expects the merger to be  immediately
accretive to its earnings.

Based  in  Raleigh,   N.C.,  the  MarketSmart   Companies  provide   world-class
advertising,  public  relations,  marketing,  branding and  shopping  evaluation
services.  The founding partners of the MarketSmart Companies -- Greg Cox, Lewis
Finch  III and  Steven  Thanhauser  -- will  continue  to  lead  the  businesses
following the merger.

CGI Holding Corp., based in Lake Bluff, Ill. (see  www.cgiholding.com) also owns
WebSourced,  Inc.,  Morrisville,  N.C., recognized as the world's largest search
engine marketing firm, and Cherish, Inc.,  Clearwater,  Fla., a leading Internet
dating company.

"We see this as a powerful,  synergistic  move designed to combine our strengths
as an  award-winning  ad agency with a world  leader in online  services,"  said
Steven  Thanhauser,  CEO of  MarketSmart.  "The Internet has transformed the way
businesses  compete for market share  worldwide.  This move reflects that change
and positions us to help our clients develop marketing programs and ad campaigns
that will help them  maximize  their  marketing  opportunities.  WebSourced is a
powerhouse and together we see great things on the near horizon."

Steven "Pat" Martin, CEO of WebSourced,  also described the merger as a positive
move  for  the  companies   involved.   "Combining   MarketSmart's   traditional
advertising  and marketing  talents with  WebSourced's  search engine  marketing
acumen will allow us to provide a truly integrated  service," Martin said. "With
this move, we see WebSourced and MarketSmart  emerging as a world leader in both
interactive marketing and traditional advertising."

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

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


[GRAPHIC OMITTED]
Contact:
CGI Holding Corporation
Gerard M. Jacobs, 847-615-2890
gjacobs@cgiholding.com
or
WordSmith Communications, Inc
Glenna Musante, 919-782-2360
gmusante@marketsmart.net
[{"type": "8-K", "sequence": "1", "filename": "marketsmart8k.txt", "description": "FOR THE MERGER AGREEMENT WITH MARKET SMART", "secsgml_size_bytes": 179596}]
{"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": "05537371"}, "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 : JANUARY 14, 2005

                       COMMISSION FILE NUMBER: 33-19980-D

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

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

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

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

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

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

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

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

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

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

Item 1.01  Entry into a Material Definitive Agreement.

As more fully  described in Item 2.01 below,  on January 14,  2005,  CGI Holding
Corporation,  a Nevada corporation (the "Company")  completed its acquisition of
MarketSmart  Advertising,  Inc., Rightstuff,  Inc. d/b/a Bright Idea Studio, and
Checkup Marketing,  Inc.  (collectively,  the "MarketSmart  Companies").  At the
closing of the  acquisition,  the  MarketSmart  Companies,  which  following the
acquisition  became  wholly  owned  subsidiaries  of the  Company,  entered into
separate  employment  agreements  (each an "Employment  Agreement") with each of
Steven  Thanhauser,  Gregory J. Cox and M. Lewis Finch III, the  shareholders of
the  MarketSmart  Companies  (collectively,   the  "MarketSmart  Shareholders").
Pursuant to the  Employment  Agreements,  Mr.  Thanhauser was hired as the Chief
Executive Officer,  Mr. Finch as the President and Mr. Cox as the Vice President
of the MarketSmart Companies.

Each  Employment  Agreement  provides for the following:  (i) an employment term
ending on  December  31,  2007;  (ii) base salary  equal to  $217,000  per annum
through  December  31,  2005 and  $250,000  per annum  thereafter;  (iii)  other
benefits  that are generally  available to the vice  presidents of the Company's
WebSourced,   Inc.  subsidiary;  (iv)  a  non-competition  and  non-solicitation
covenant  during the term of the  Employment  Agreement  and for a period of two
years thereafter; (v) termination of the Employment Agreement by the MarketSmart
Companies for cause or the disability of the applicable MarketSmart  Shareholder
or automatically upon the death of the applicable MarketSmart  Shareholder;  and
(vi) severance equal to all amounts that would have become due and owing through
December 31, 2007 if the Company terminates the Employment  Agreement other than
for cause.

Item 2.01  Completion of Acquisition or Disposition of Assets.

     On  January  14,  2005,  the  Company  completed  its  acquisition  of  the
MarketSmart  Companies.  The MarketSmart  Companies provide advertising,  public
relations,  marketing,  branding and shopping evaluation  services.  The Company
acquired the MarketSmart  Companies through a merger. As a result of the merger,
the  MarketSmart  Shareholders,  received an aggregate of $3 million in cash and
one million shares of the Company's  common stock. In addition,  the MarketSmart
Shareholders  may receive an  aggregate  of up to $100,000  based on the pre-tax
earnings of the MarketSmart  Companies for the first four full calendar quarters
following the closing.  In addition,  the Company issued warrants to purchase an
aggregate of 260,000 shares of its common stock to the MarketSmart  Shareholders
and the employees of the MarketSmart Companies.

Item 9.01         Financial Statements and Exhibits

(a) Financial Statements of the Businesses Acquired.

The  financial  statements  required by this item will be filed by  amendment to
this Form 8-K within seventy one (71) days of January 14, 2005.

(b) Pro Forma Financial Information

The pro  forma  financial  information  required  by this  item will be filed by
amendment to this Form 8-K within seventy one (71) days of January 14, 2005.

(c) Exhibits

2.1  Agreement by and among the Company,  MarketSmart  Acquisition  Sub, Inc. (a
wholly owned  subsidiary of the Company),  Rightstuff  Acquisition  Sub, Inc. (a
wholly owned subsidiary of the Company), Checkup Acquisition Sub, Inc. (a wholly
owned subsidiary of the Company),  the MarketSmart Companies and the MarketSmart
Shareholders, dated January 14, 2004

99.1 Press Released dated January 14, 2005 announcing  closing of acquisition of
MarketSmart Companies.

                                   SIGNATURES

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

Dated:   January 18, 2005

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

                                   EXHIBIT 2.1

                                    AGREEMENT

This  Agreement  (the  "Agreement")  is made and entered  into as of January 14,
2005, by and among

CGI HOLDING CORPORATION,  a Nevada corporation ("CGI"),  MARKETSMART ACQUISITION
SUB,  INC., a North  Carolina  corporation  and wholly owned  subsidiary  of CGI
("MarketSmart  Acquisition  Sub"),  RIGHTSTUFF  ACQUISITION  SUB,  INC., a North
Carolina corporation and wholly owned subsidiary of CGI ("Rightstuff Acquisition
Sub"),  and CHECKUP  ACQUISITION  SUB,  INC., a North Carolina  corporation  and
wholly owned subsidiary of CGI ("Checkup Acquisition Sub"),

         and

MARKETSMART  ADVERTISING,  INC., a North Carolina  corporation  ("MarketSmart"),
RIGHTSTUFF  INC.  d/b/a  BRIGHT  IDEA  STUDIO,  a  North  Carolina   corporation
("Rightstuff"),   CHECKUP   MARKETING,   INC.,  a  North  Carolina   corporation
("Checkup"),  STEVEN  THANHAUSER  ("Thanhauser"),  a resident of North Carolina,
GREGORY J. COX  ("Cox"),  a resident of North  Carolina,  and M. LEWIS FINCH III
("Finch"), a resident of North Carolina.

Thanhauser,   Cox  and  Finch  are  sometimes  referred  to  individually  as  a
"Stockholder" and collectively as the "Stockholders").  MarketSmart,  RightStuff
and Checkup are sometimes referred to herein each,  individually,  as a "Selling
Corporation"  and,  collectively,  as the  "Selling  Corporations".  MarketSmart
Acquisition  Sub,  RightStuff  Acquisition  Sub and Checkup  Acquisition Sub are
sometimes referred to herein each,  individually,  as an "Acquiring Corporation"
and, collectively, as the "Acquiring Corporations".CGI,  MarketSmart Acquisition
Sub,  Rightstuff   Acquisition  Sub,  Checkup   Acquisition  Sub,   MarketSmart,
Rightstuff,  Checkup, Thanhauser, Cox and Finch are sometimes referred to herein
each, individually, as a "Party" and, collectively, as the "Parties".

                                   WITNESSETH:

     WHEREAS,  the Selling  Corporations  are generally  engaged in advertising,
public   relations  and  so-called   "secret   shopping"   business   activities
(collectively, the "Business"); and

     WHEREAS, the Boards of Directors of CGI, the Acquiring Corporations and the
Selling  Corporations  have each  approved  this  Agreement  and the  mergers of
MarketSmart  with and into  MarketSmart  Acquisition Sub, of Rightstuff with and
into  Rightstuff   Acquisition  Sub,  and  of  Checkup  with  and  into  Checkup
Acquisition Sub,  respectively  (individually a "Merger" and  collectively,  the
"Mergers"),  in accordance  with the laws of the State of North Carolina and the
terms and conditions set forth herein.

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

                                    ARTICLE I
                                   DEFINITIONS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"Earnout  Period"  means the first  four (4) full  calendar  quarters  following
December 31, 2004.

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

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

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

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

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

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

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

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

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

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

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

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

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

     "Knowledge" means (a) in the case an individual,  knowledge of a particular
fact or other matter if such  individual is actually aware of such fact or other
matter,  and (b) in the case of a Person (other than an individual)  such Person
will be deemed to have  Knowledge  of a  particular  fact or other matter if any
individual who is serving,  or has at any time served,  as a director,  officer,
partner,  executor,  or trustee of such Person (or in any similar capacity) has,
or at any time had,  Knowledge  of such fact or other  matter.  "Law"  means all
laws,  statutes,  ordinances  and  Regulations  of  any  Governmental  Authority
including  all  decisions  of  Courts  having  the  effect  of law in each  such
jurisdiction.

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

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

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

     "Litigation" means any suit, action,  arbitration,  cause of action, claim,
complaint,   criminal  prosecution,   investigation,   inquiry,  demand  letter,
governmental or other  administrative  proceeding,  whether at law or at equity,
before or by any Court, Governmental Authority, arbitrator or other tribunal.

     "Material Adverse Effect" means any circumstance,  change in, or effect on,
the Business or any of the Selling  Corporations  that,  individually  or in the
aggregate with any other circumstances,  changes in, or effects on, the Business
or any of the Selling  Corporations:  (a) is, or could be, materially adverse to
the business,  operations, assets or Liabilities (including, without limitation,
contingent   Liabilities),   employee   relationships,   customer   or  supplier
relationships,  results of operations or the condition  (financial or otherwise)
of the Business,  or (b) could materially adversely affect the ability of any of
the Acquiring  Corporations  to operate or conduct the Business in the manner in
which it is currently operated or conducted, or contemplated to be conducted.

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

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

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

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

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

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

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

     "Registration Rights Agreement" has the meaning assigned in Section 10.1.

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

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

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

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

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

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

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

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

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

                                   ARTICLE II
                                   THE MERGERS

     2.1  The  Mergers.At  the  Effective  Time  (as  hereinafter  defined),  in
accordance  with the  laws of the  State of North  Carolina  and the  terms  and
conditions  of  the  Documents,  MarketSmart  shall  be  merged  with  and  into
MarketSmart Acquisition Sub, Rightstuff shall be merged with and into Rightstuff
Acquisition  Sub, and Checkup shall be merged with and into Checkup  Acquisition
Sub,  respectively.  From and after the Effective  Time, the separate  corporate
existence  of each of the Selling  Corporations  shall  cease and the  Acquiring
Corporations, as the surviving corporations in the Mergers, shall continue their
respective  existence  under the laws of the State of North  Carolina  as wholly
owned subsidiaries of CGI. MarketSmart  Acquisition Sub, Rightstuff  Acquisition
Sub and  Checkup  Acquisition  Sub,  as the  surviving  corporations  after  the
Mergers,  are  hereinafter  sometimes  referred  to  as  "MarketSmart  Surviving
Corporation",   "Rightstuff  Surviving  Corporation",   and  "Checkup  Surviving
Corporation",  respectively,  or individually as a "Surviving  Corporation"  and
collectively as the "Surviving Corporations".

     2.2 Effective  Time.  Subject to the provisions of this  Agreement,  on the
Closing Date (as  hereinafter  defined) or as soon  thereafter as is practicable
the Parties shall cause each of the Mergers to become effective by executing and
filing with the Secretary of State of the State of North  Carolina in accordance
with North Carolina law Articles of Merger with a Plan of Merger  attached as an
Exhibit thereto in regard to such Merger,  in substantially the form of Exhibits
2.2(a), 2.2(b) and 2.2(c), respectively,  attached hereto and hereby made a part
hereof  (collectively,  the "Articles of Merger and Plans of Merger"),  the date
and time of such  filing,  or such other date and time as may be agreed  upon by
the  Parties  and  specified  therein,  being  hereinafter  referred  to as  the
"Effective  Time".  The Parties agree that,  for tax,  accounting  and reporting
purposes,  the  Effective  Time shall be 12:01 a.m. on January 1, 2005. No Party
shall issue or make any  statement,  or  otherwise  take any  position,  that is
contrary to the provisions of the preceding sentence.

     2.3 Effect of the Mergers.  At the Effective  Time,  the Mergers shall have
the effect set forth in the Documents and in the  applicable  provisions of law.
Without limiting the generality of the foregoing,  and subject  thereto,  at the
Effective Time all of the assets, properties,  rights,  privileges,  immunities,
powers and  franchises  of each of the Selling  Corporations  and the  Acquiring
Corporation  merging  with it shall vest in the  Surviving  Corporation  of such
Merger, and all of the debts, liabilities and duties of such Selling Corporation
and of such Acquiring Corporation shall become the debts, liabilities and duties
of such Surviving Corporation, respectively.

     2.4 Articles of Incorporation and Bylaws. From and after the Effective Time
and  without  further  action  on the  part  of the  Parties,  the  Articles  of
Incorporation and Bylaws of each of the Acquiring Corporations immediately prior
to the  Effective  Time of a Merger shall be the Articles of  Incorporation  and
Bylaws of the Surviving Corporation in such Merger, respectively,  until amended
in accordance with the respective  terms thereof;  provided that the Articles of
Incorporation of the Acquiring  Corporations shall be amended as provided in the
Articles  of Merger  and Plans of  Merger to change  the names of the  Acquiring
Corporations.

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

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

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

     The Parties agree that, for so long as at least one (1) of the Stockholders
is employed by a Surviving Corporation, at least one (1) of the Stockholders (as
determined a majority of the Stockholders)  shall serve as a director of each of
the  Surviving  Corporations,  provided  that  the  individual  selected  by the
Stockholders is eligible to serve as a director of a publicly traded corporation
under the rules of the Securities  and Exchange  Commission and each exchange on
which the stock of CGI is traded, and that the appointment of such individual as
a director does not have an adverse impact on any Surviving Corporation,  or any
Affiliate  of a Surviving  Corporation,  under the rules of the  Securities  and
Exchange Commission or any such exchange.

     2.6  Conversion  of Stock,  Etc. At the  Effective  Time,  by virtue of the
Mergers  and without any action on the part of the Parties or the holders of the
following securities: All of the shares of MarketSmart's common stock, no stated
par  value  per  share  ("MarketSmart  Common  Stock")  issued  and  outstanding
immediately  prior to the  Effective  Time other than any shares of  MarketSmart
Common  Stock to be canceled and retired  pursuant to Section 2.7  ("MarketSmart
Shares"),  and all of the shares of Rightstuff's  common stock,  par value $1.00
per share ("Rightstuff  Common Stock") issued and outstanding  immediately prior
to the  Effective  Time other than any shares of  Rightstuff  Common Stock to be
canceled and retired pursuant to Section 2.7 ("Rightstuff  Shares"),  and all of
the shares of Checkup's  common stock, par value $100 per share ("Checkup Common
Stock")  issued and  outstanding  immediately  prior to the Effective Time other
than any shares of Checkup  Common Stock to be canceled and retired  pursuant to
Section 2.7 ("Checkup  Shares") (the MarketSmart  Shares,  the Rightstuff Shares
and the Checkup Shares are hereinafter sometimes referred to collectively as the
"Selling Corporations Shares"),  shall be converted automatically into the right
to receive,  in the aggregate:  Three Million Dollars  ($3,000,000) in cash (the
"Cash  Consideration");  One Million Two (1,000,002)  shares of CGI Common Stock
(the "Stock  Consideration");  and the Earnout defined in Section 9.1, if earned
(the  "Earnout  Consideration")  (collectively,   the  "Merger  Consideration"),
subject to  adjustment as set forth in Section  2.10.  The Merger  Consideration
shall be allocated and disbursed  among the holders of the Selling  Corporations
Shares in  accordance  with the  allocations  set forth on Exhibit 2.6  attached
hereto and hereby made a part hereof.  From and after the  Effective  Time,  all
shares  of the  Selling  Corporations'  capital  stock  shall  automatically  be
redeemed and canceled and shall cease to exist, and each holder of a certificate
that previously  represented any such share of the Selling Corporations' capital
stock  (collectively,  the "Selling  Corporations  Certificates") shall cease to
have any rights with respect  thereto  other than the right to receive,  if any,
their  portion of the Merger  Consideration  as set forth on  Exhibit  2.6.  The
foregoing  Merger  Consideration  shall be deemed  to have  been  issued in full
satisfaction of all rights pertaining to the Selling  Corporations  Shares,  and
after the Effective Time, there shall be no further registration or transfers of
the  Selling  Corporations  Shares.  If after the  Effective  Time,  any Selling
Corporations Certificates are presented to any of the Surviving Corporations for
any reason,  they shall be cancelled  and  exchanged as provided in this Section
2.6 and  Exhibit  2.6.  If any Selling  Corporations  Certificates  representing
Selling Corporations Shares shall have been lost, stolen or destroyed, CGI shall
issue in exchange  for such lost,  stolen or  destroyed  certificates,  upon the
making of an affidavit of that fact by the holder thereof, the applicable Merger
Consideration;  provided,  however,  that CGI may,  in its  discretion  and as a
condition  precedent to the issuance and delivery thereof,  require the owner of
such lost, stolen or destroyed  certificates to deliver a bond in such sum as it
may  reasonably  direct as indemnity  against any claim that may be made against
CGI or any  of the  Surviving  Corporations  with  respect  to the  certificates
alleged to have been lost, stolen or destroyed.

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

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

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

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

     (a) The Cash Consideration  shall be adjusted downward,  dollar-for-dollar,
by the amount of any cash or other assets taken out of the Selling  Corporations
by any of the  Stockholders  after August 31, 2004,  other than (1) via salaries
and other payments made in the ordinary  course of the Business  consistent with
historical practices, or (2) as permitted by Section 6.4(a); and

     (b) the Stock Consideration shall be adjusted, at any time and from time to
time prior to the Closing  Date, to fully reflect the effect of any stock split,
reverse split, stock dividend  (including,  without limitation,  any dividend or
distribution of securities  convertible into CGI Common Stock),  reorganization,
recapitalization or other like change with respect to CGI Common Stock effective
between the date of this Agreement and the Closing Date.

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

                                  Article III
                             CONSIDERATION; CLOSING

     3.1 Consideration.

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

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

     3.2 Closing.  Subject to the terms and  conditions of this  Agreement,  the
closing of the transactions contemplated by this Agreement (the "Closing") shall
take  place at the  offices of Jordan  Price Wall Gray Jones & Carlton,  at 9:00
A.M.  EST on January 14,  2005,  or at such other place or time or on such other
date as the  Parties  may agree  upon in writing  (the day on which the  Closing
takes place being the "Closing Date").

                                   ARTICLE IV
                        REPRESENTATIONS AND WARRANTIES OF
                  THE STOCKHOLDERS AND THE SELLING CORPORATIONS

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

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

     4.2 Subsidiaries and Affiliates.  The Selling  Corporations do not have any
Subsidiaries,  and the Selling  Corporations do not own, directly or indirectly,
any equity or other ownership interests of any Person. The Selling  Corporations
have no Affiliates.

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

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

     4.5 No Violation or Conflict. None of (a) the execution and delivery by the
Selling  Corporations  and the  Stockholders  of this  Agreement  and the  other
Documents  to be executed  and  delivered  by the Selling  Corporations  and the
Stockholders,   (b)  the  consummation  by  the  Selling  Corporations  and  the
Stockholders  of the  transactions  contemplated by this Agreement and the other
Documents,  or (c) the  performance  of this  Agreement and the other  Documents
required  by  this  Agreement  to be  executed  and  delivered  by  the  Selling
Corporations  and the  Stockholders  at the Closing,  will (1) conflict  with or
violate  the  Articles  of  Incorporation  or  By-Laws  of any  of  the  Selling
Corporations,  (2) conflict with or violate any Law, Order or Permit  applicable
to any of the Selling  Corporations or any of the Stockholders,  or by which any
of the Selling Corporations'  properties are bound or affected, or (3) result in
any breach or violation of or constitute a default (or an event that with notice
or lapse of time or both  would  become a default)  under,  or impair any of the
Selling  Corporations'  rights or alter the rights or  obligations  of any third
party  under,  or  give  to  others  any  rights  of   termination,   amendment,
acceleration or cancellation of, or result in the creation of any Lien on any of
the  properties  or assets of any of the Selling  Corporations  pursuant to, any
Contract,  Permit or other  instrument or obligation to which any of the Selling
Corporations  is a party  or by which  any of the  Selling  Corporations  or its
properties are bound or affected except, in the case of clause (2) or (3) above,
for any such conflict, breach, violation, default or other occurrence that would
not  individually or in the aggregate,  have a Material Adverse Effect on any of
the Selling Corporations.4.6 Governmental Consents and Approvals. The execution,
delivery  and  performance  of this  Agreement  and the other  Documents  by the
Selling  Corporations  and the  Stockholders  do not and  will not  require  any
consent,  approval,  authorization,  Permit or other order of, action by, filing
with or notification to, any Governmental Authority.

     4.7 Capital Structure. The authorized capital stock of MarketSmart consists
of 1,000 shares of  MarketSmart  Common  Stock.  As of the date hereof all 1,000
shares of MarketSmart Common Stock were issued and outstanding (the "MarketSmart
Shares"),  and no  MarketSmart  Shares  were held in  treasury.  The  authorized
capital stock of  Rightstuff  consists of 100,000  shares of  Rightstuff  Common
Stock. As of the date hereof 1,000 shares of Rightstuff Common Stock were issued
and outstanding (the "Rightstuff Shares"), and no Rightstuff Shares were held in
treasury.  The authorized capital stock of Checkup consists of 100,000 shares of
Checkup  Common Stock.  As of the date hereof 10 shares of Checkup  Common Stock
were issued and outstanding (the "Checkup  Shares"),  and no Checkup Shares were
held in treasury.  Except as described above,  there will be no shares of voting
or non-voting capital stock,  equity interests or other securities of any of the
Selling  Corporations  authorized,  issued,  reserved  for issuance or otherwise
outstanding  at  the  Closing.  All  of  the  outstanding   MarketSmart  Shares,
Rightstuff Shares and Checkup Shares are duly authorized,  validly issued, fully
paid and non-assessable, and not subject to, or issued in violation of, any kind
of preemptive,  subscription or any kind of similar rights.  There are no bonds,
debentures,  notes  or other  Indebtedness  of any of the  Selling  Corporations
having the right to vote (or  convertible  into  securities  having the right to
vote) on any matters on which  stockholders  of any of the Selling  Corporations
may vote. There are no outstanding securities, options, warrants, calls, rights,
commitments, agreements, arrangements or undertakings of any kind (contingent or
otherwise)  to  which  any of the  Selling  Corporations  is a  party  or  bound
obligating any of the Selling  Corporations to issue,  deliver or sell, or cause
to be issued,  delivered or sold,  additional  shares of capital  stock or other
voting  securities of any of the Selling  Corporations  or obligating any of the
Selling  Corporations  to issue,  grant,  extend or enter into any  agreement to
issue, grant or extend any security,  option, warrant, call, right,  commitment,
agreement,  arrangement or undertaking which will survive the Closing. There are
no outstanding  contractual  obligations of any of the Selling  Corporations  to
repurchase,  redeem or otherwise acquire any shares of capital stock (or options
to acquire any such shares) or other  security or equity  interest of any of the
Selling  Corporations  which will survive the Closing.  Schedule 4.7 lists,  for
each of the  Selling  Corporations,  (1) the  number of each  stock  certificate
issued by such Selling Corporation  representing  outstanding shares of stock of
such Selling Corporation,  (2) the record holder of each such stock certificate,
and (3) the number of shares represented by each such stock certificate.

     4.8  Financial   Statements.   The  Selling  Corporations  have  previously
furnished or made available to CGI and the Acquiring  Corporations the unaudited
balance sheets of the Selling Corporations as at August 31, 2004 (the "Unaudited
Selling Corporations Balance Sheets"),  and the related statements of income and
cash flow for the eight  months ended August 31,  2004,  the  unaudited  balance
sheets of the Selling  Corporations  as of December  31, 2002 and 2003,  and the
related statements of income and cash flow and notes thereto for the same fiscal
years (collectively, the "Unaudited Selling Corporations Financial Statements").
All such Unaudited Selling Corporations  Financial Statements fairly present the
financial  condition of Selling  Corporations as of the dates indicated therein,
respectively,  are complete and correct in all material  respects and accurately
reflect all transactions of the Business.

     4.9 Conduct in the Ordinary  Course;  Absence of Changes.  Since August 31,
2004,  except as permitted by Section  6.4(a) and Article VIII, the Business has
been  conducted  in the  ordinary  course  of  business,  consistent  with  past
practice,  and there has been no change in the Business  which has had, or could
reasonably be anticipated  to result in a Material  Adverse Effect on any of the
Selling Corporations.

     4.10 Real Property.

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

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

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

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

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

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

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

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

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

     (b) The Selling  Corporations  have  delivered or made available to CGI and
the  Acquiring  Corporations  correct  and  complete  copies of all  leases  for
Tangible  Personal  Property  and  any  and  all  material  ancillary  documents
pertaining thereto. With respect to each of such leases:

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

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

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

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

     4.12 Working Capital. After deducting all of the payments and distributions
contemplated  by Section  6.4(a)  below on or prior to the Closing  Date,  after
deducting all outstanding  checks written by the Selling  Corporations as of the
Closing Date,  and after  deducting all amounts needed to pay off in full all of
the outstanding accounts payable of the Selling Corporations which are more than
thirty (30) days old as of the Closing Date, the Selling  Corporations will have
a minimum  aggregate  working capital of at least $150,000in cash in the bank as
of the Closing Date.

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

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

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

     4.16 Labor Matters.  (a) The name, place of employment,  the current annual
salary rates, bonuses,  deferred or contingent  compensation,  pension,  accrued
vacation, "golden parachute" and other like benefits paid or payable (in cash or
otherwise)  in 2003  and  2004,  the date of  employment  and a  description  of
position and job function of each current salaried employee,  officer, director,
consultant or agent of each of the Selling  Corporations is accurately stated in
that certain letter re:  employees  dated the date of this Agreement from Cox to
S. Patrick  Martin,  President and Chief  Executive  Officer of Websourced  (the
"Employee Salaries Letter").

     (b) No employment, consulting, severance pay, continuation pay, termination
or indemnification agreements or other similar agreements of any nature (whether
in writing or not) exist between any of the Selling Corporations and any current
or former stockholder, officer, director, employee or consultant.

                  (c)

     (1)  None  of  the  Selling  Corporations  is a  party  to  any  collective
bargaining  agreement  or other  labor  union  contract  applicable  to  persons
employed by any of the Selling Corporations;

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

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

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

     (5) Each of the Selling  Corporations has paid in full to all its employees
or  adequately  accrued for in  accordance  with GAAP  consistently  applied all
wages, salaries, commissions, bonuses, benefits and other compensation due to or
on  behalf of such  employees.  Schedule  4.16(c)(5)  accurately  described  the
current  vacation  policy of the Selling  Corporations  and indicates,  for each
employee of the Selling Corporations,  the amount of accrued but unused vacation
time of such employee as of the Closing Date;

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

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

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

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

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

     4.19 Certain Interests.  (a) No officer,  director or stockholder of any of
the Selling Corporations, and no relative or spouse (or relative of such spouse)
who resides with, or is a dependent of, any such officer or director:

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

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

     (3) has outstanding any Indebtedness to any of the Selling Corporations.

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

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

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

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

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

     4.24  Residency;  Investment  Sophistication;   Backgrounds.  Each  of  the
Stockholders:  (a) is a resident of North Carolina; (b) is a fully "accredited",
sophisticated   investor  capable  of  evaluating  the  potential  risks  of  an
investment  in CGI Common  Stock;  (c) has received,  read and  understands  the
public filings of CGI with the United States Securities and Exchange  Commission
("SEC"),  including  but not limited to CGI's Form 10-QSB for the quarter  ended
September  30, 2004,  and the "Risk  Factors"  described in Item II of such Form
10-QSB; (d) has been afforded a full opportunity to conduct such additional "due
diligence"  investigation  of  CGI,  WebSourced  and its  subsidiaries,  and the
Acquiring  Corporations,  including  their  respective  businesses,  management,
balance  sheets,   financial  results,   prospects  and  Risk  Factors  as  such
Stockholder has deemed appropriate; (e) has retained and has been advised by his
own competent lawyers and accountants in regard to the preparation,  negotiation
and execution of this Agreement and the transactions  contemplated  herein;  (f)
has never been charged, indicted or convicted of any criminal offense, excepting
only minor  traffic  violations;  and (g) is acquiring  the shares of CGI Common
Stock issued as part of the Merger  Consideration,  in good faith solely for his
own account  with the present  intention  of holding such shares for purposes of
investment,  and such Stockholder is not acquiring such shares with a view to or
for subdivision,  distribution,  fractionalization  or distribution  thereof, in
whole or in part, or as an underwriter or conduit to other beneficial  owners or
subsequent purchasers.

     4.25 Brokers.  None of the Selling Corporations nor any of the Stockholders
have employed any  financial  advisor,  broker or finder in connection  with the
Mergers,  and none of the Selling  Corporations nor any of the Stockholders have
incurred nor will incur any broker's,  finder's,  investment  banking or similar
fees,  commissions or expenses in connection with the transactions  contemplated
by this Agreement.

     4.26 [This section intentionally left blank.]

     4.27 Indebtedness and Liabilities.  On the Closing Date each of the Selling
Corporations  will  be free  and  clear  of all  Indebtedness  and  Liabilities,
including but not limited to liens, obligations, claims and encumbrances, actual
or  contingent,  known or  unforeseen,  including but not limited to bank loans,
stockholder loans, payroll claims,  bonus and commission claims,  unpaid payroll
taxes,  other  unpaid  taxes,  pension  obligations,  employment  discrimination
claims,  sexual  harassment  claims,  breach of  contract  claims,  credit  card
chargebacks  in excess of  $1,000,  lawsuits,  stock  options,  stock  warrants,
phantom stock plans, stock appreciation rights or plans,  deferred  compensation
agreements,  purchase  agreements  that  cannot  be  cancelled  by such  Selling
Corporation at any time, consulting agreements, employment agreements other than
the Employment Agreements referred to in Section 7.1(b), severance agreements or
"change of control"  agreements of any nature,  and any other liabilities of any
nature whatsoever  (collectively,  "Claims of Any Nature")  excepting only those
liabilities  shown on the Unaudited Selling  Corporations  Balance Sheet subject
only to minor  adjustments  in  liability  line items  incurred in the  ordinary
course of the Selling  Corporations'  business  between  August 31, 2004 and the
Closing Date ("Approved Liabilities").

     4.28 Material Information.  All material information concerning the Selling
Corporations  has been  provided by the  Stockholders  to CGI and the  Acquiring
Corporations.

                                    ARTICLE V
                        REPRESENTATIONS AND WARRANTIES OF
                       CGI AND THE ACQUIRING CORPORATIONS

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

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

     5.2 Capital Structure.  The authorized capital stock of CGI consists of (a)
100,000,000 shares of CGI Common Stock and (b) 5,000,000 shares of "blank check"
Preferred  Stock,  500,000  shares of which  have been  designated  "Series  One
Preferred Stock". ("CGI Preferred Stock"). As of the date of this Agreement: (1)
31,584,023 shares of CGI Common Stock were issued and outstanding; (2) no shares
of CGI Preferred Stock were issued or outstanding;  (3) 1,500,000  shares of CGI
Common Stock were held in the treasury of CGI; and (4) 10,054,572  shares of CGI
Common  Stock  were  duly  reserved  for  future  issuance   pursuant  to  CGI's
outstanding  warrants and  options.  Except as  described  above,  there were no
shares  of  voting  or  non-voting  capital  stock,  equity  interests  or other
securities  of CGI  authorized,  issued,  reserved  for  issuance  or  otherwise
outstanding.  All outstanding  shares of CGI Common Stock are, and all shares of
CGI  Common  Stock to be  issued  in  connection  with the  consummation  of the
transactions  contemplated  by this Agreement will be, when issued in accordance
with  the  terms  hereof,  duly  authorized,  validly  issued,  fully  paid  and
non-assessable,  and not  subject  to, or issued in  violation  of,  any kind of
preemptive,  subscription  or any kind of  similar  rights.  There are no bonds,
debentures,  notes or other  indebtedness  of CGI  having  the right to vote (or
convertible  into  securities  having the right to vote) on any matters on which
stockholders  of  CGI  may  vote.  Except  as  described  above,  there  are  no
outstanding  securities,   options,   warrants,   calls,  rights,   commitments,
agreements,  arrangements or undertakings of any kind  (contingent or otherwise)
to which CGI is a party or bound  obligating  CGI to issue,  deliver or sell, or
cause to be issued,  delivered or sold,  additional  shares of capital  stock or
other voting  securities of CGI or  obligating  CGI to issue,  grant,  extend or
enter  into any  agreement  to issue,  grant or  extend  any  security,  option,
warrant, call, right, commitment, agreement, arrangement or undertaking. Neither
CGI,  WebSourced or its subsidiaries,  nor any of the Acquiring  Corporations is
subject to any  obligation or  requirement  to provide funds for, or to make any
investment (in the form of a loan or capital  contribution) to or in any Person.
All of the issued and  outstanding  shares of CGI  Common  Stock were  issued in
compliance  in all  material  respects  with all  applicable  federal  and state
securities  laws.  The  authorized  capital  stock  of  each  of  the  Acquiring
Corporations  consists  of 10,000  shares of common  stock,  $0.01 par value per
share,  100 of which are duly  authorized,  validly  issued  and fully  paid and
non-assessable,  and all of which are, and at the Closing Date will be, owned by
CGI free and clear of any Liens.

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

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

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

     5.6 Litigation. There is no suit, action, arbitration,  claim, governmental
or other  proceeding  before  any  Governmental  Authority  pending  or,  to the
Knowledge of CGI,  threatened,  against CGI, WebSourced or its subsidiaries,  or
any of the  Acquiring  Corporations  which  management  of  CGI  believes  could
individually  or in the  aggregate  have a  material  adverse  impact  upon CGI,
WebSourced or its subsidiaries, or any of the Acquiring Corporations.

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

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

     5.9 Financing.  The Cash Consideration has been obtained as is satisfactory
to CGI.

     5.10  Material  Information.   All  material  information  concerning  CGI,
WebSourced  and  its  subsidiaries,  and the  Acquiring  Corporations  has  been
provided to the Stockholders.

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

                                   ARTICLE VI
                                    COVENANTS

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

     6.2 Regulatory and Other Authorizations; Notices and Consents.

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

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

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

     6.4 Conduct of Business Pending Closing.

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

     (1) the  Selling  Corporations  shall be  permitted  to  distribute  to the
Stockholders an aggregate amount of cash approximately  equal to the federal and
state  income  taxes  payable  by the  Stockholders  in regard to  undistributed
profits earned by the Selling  Corporations  during the taxable period beginning
on January 1, 2004 and ending on the Closing Date, such aggregate amount of cash
to be equal to $327,000; and

     (2) the Selling  Corporations  shall be  permitted to pay off their line of
credit from  SouthTrust Bank extended  pursuant to that certain  Promissory Note
dated May 17, 2004.

     Except in regard to clauses  6.4(a)(1) through 6.4(a)(2) listed above, from
the date of this  Agreement  until  the  Closing  Date  there  shall  not be any
material  increases or decreases in compensation,  capital  expenditures,  asset
sales or affiliate transactions involving any of the Selling Corporations and/or
the  Stockholders,  nor shall there be any  unusual  cash  withdrawals,  unusual
payments,   unusual   contracts  or  contract   provisions,   or  other  unusual
transactions  or business  practices  involving any of the Selling  Corporations
and/or the Stockholders.

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

     (c) Each of the Selling Corporations and the Stockholders agree that during
the period from the date of signing of this  Agreement  until the Closing  Date,
each  of the  Selling  Corporations  and the  Stockholders  shall  refrain  from
entering  into,  participating  in, or  responding  to, any other  negotiations,
discussions,  contracts,  letters of intent, or other arrangements of any nature
with any third parties (other than CGI and the Acquiring Corporations) regarding
a disposition of any of the Selling  Corporations'  Business or assets, the sale
of the stock of any of the  Selling  Corporations,  or any other  actions  which
might have the effect of  impeding,  delaying or making more costly the Mergers,
provided,  however,  that this agreement shall no longer be legally binding upon
any of the  Selling  Corporations  and the  Stockholders  if the Closing has not
occurred by January 31, 2005.

     (d) CGI,  WebSourced and its subsidiaries,  and the Acquiring  Corporations
agree that  during the period from the date of signing of this  Agreement  until
the  Closing  Date,  each  of CGI,  WebSourced  and  its  subsidiaries,  and the
Acquiring  Corporations  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 Stockholders and the Selling Corporations)  regarding the acquisition of any
other so-called  "traditional  advertising and/or public relations company",  or
any other  actions  which might have the effect of impeding,  delaying or making
more  costly the  Mergers  excepting  only the  Pending  Registration  Statement
referred to in Section 10.1 below which CGI is  contractually  obligated to file
and to use good faith  efforts to obtain SEC  approval  as soon as  practicable,
provided,  however,  that this agreement shall no longer be legally binding upon
CGI,  WebSourced and its subsidiaries,  or any of the Acquiring  Corporations if
the Closing has not occurred by January 31, 2005.

                                   ARTICLE VII
                               EMPLOYMENT MATTERS

     7.1 Current Employees. On the Closing Date, there will be no changes in the
employment  status,  or in  the  terms  and  conditions  of  employment,  of the
employees of any of the Surviving Corporations prior to the Mergers, except that
on or before the Closing Date,  Cox, Finch and Thanhauser  each shall enter into
Employment Agreements in the forms of Exhibits 7.1(b)(1), 7.1(b)(2) and 7(b)(3),
respectively.  Employees of the Selling  Corporations shall be entitled to carry
over  accrued but unused  vacation  tine,  to the extent  indicated  on Schedule
4.16(c)(5), and the Surviving Corporations shall continue the vacation policy of
the Selling  Corporations,  as such policy is set forth on Schedule  4.16(c)(5).
Employees of the Selling  Corporations  will retain  coverage with their current
health insurance provider,  if permitted such health insurance  provider,  until
such  date as the  Parties  mutually  agree to  transfer  such  coverage  to the
insurance provider of the Surviving Corporations.

     7.2 Management of Surviving  Corporation.  Thanhauser,  Finch,  Cox and CGI
mutually  acknowledge and agree that they intend for Thanhauser,  Finch and Cox,
as the CEO, President and Vice President of each of the Surviving  Corporations,
respectively,  to manage and control the day-to-day  operations of the Surviving
Corporations  pursuant  to the  Articles  of  Incorporation  and  Bylaws  of the
Surviving Corporations,  respectively, but subject to the overall control of the
Boards  of  Directors  of  the  Surviving  Corporations,  respectively.  Without
limiting the generality of the foregoing:

     (a) Thanhauser, Finch, Cox and CGI mutually acknowledge and agree that they
intend for Thanhauser,  Finch and Cox, as the CEO,  President and Vice President
of each of the  Surviving  Corporations,  respectively,  to  have  control  over
day-to-day business operations of the Surviving Corporations,  including primary
authority  regarding  the hiring and firing of  personnel,  marketing  strategy,
pricing and other product and service strategies; but

     (b)  Thanhauser,  Finch,  Cox and CGI also mutually  acknowledge and agree:
that they intend for the Boards of Directors of the  Surviving  Corporations  to
establish and  communicate to Thanhauser,  Finch and Cox, as the officers of the
Surviving  Corporations,  from time to time,  management  controls  representing
policies established by such Boards of Directors; and that, without limiting the
generality of the foregoing, none of the Surviving Corporations,  nor any of its
subsidiaries  may take or agree to take, and neither  Thanhauser,  Finch nor Cox
shall cause, assist nor participate in any fashion in such Surviving Corporation
or any of its  subsidiaries  taking or  agreeing to take,  any of the  following
actions,  without the prior express  approving vote of the Board of Directors of
such Surviving Corporation:

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

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

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

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

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

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

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

     (8) register any securities of such Surviving Corporation;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

     7.3  Assistant  Controller.  Following  the  Closing  Date,  the  Surviving
Corporations shall jointly hire a corporate Assistant Controller (the "Assistant
Controller")  jointly  selected by Cox,  Finch and Thanhauser as the officers of
the Surviving Corporation,  and by S. Patrick Martin, as the President and Chief
Executive  Officer of WebSourced.  The Assistant  Controller  will be invited to
attend all of the management  meetings  attended by the Controller of any of the
Surviving  Corporations,  and  the  Assistant  Controller  will  report  to  the
Controller of each of the  Surviving  Corporations,  and, as  requested,  to the
President and Chief Executive Officer and Chief Financial Officer of WebSourced.

                                  ARTICLE VIII
                             PRE-CLOSING ASSIGNMENTS

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

     8.2 Sale and Assignment of All Internet Interests.  The Stockholders hereby
sell, convey,  give, grant, assign and transfer to the Selling  Corporations any
and all  rights,  titles  and  interests  of any  nature  whatsoever,  legal  or
beneficial,  active  or  passive,  which any of them may have in or to any other
Person, business or Web Site involving advertising,  public relations, so-called
"secret  shopping",  or the sale or provision of information,  goods or services
over  the  internet,   it  being  expressly   acknowledged  and  agreed  by  the
Stockholders  that it is the intent of the  Parties and of this  Agreement  that
following the Mergers the  Stockholders'  only  Business  Interests in regard to
advertising,  public relations, so-called "secret shopping", or other businesses
of any nature whatsoever involving the internet, will be their interests in CGI,
WebSourced and its subsidiaries, and the Surviving Corporations.

                                   ARTICLE IX
                                     EARNOUT

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

     Certified Aggregate Earnout Period
     Pre-Tax Earnings of the
     Selling Corporations                               Earnout
     Less than $1,400,000                               $0
     $1,400,000 or more                                 $100,000

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

                                    ARTICLE X
                               REGISTRATION RIGHTS

     10.1 Filing of  Registration  Statement.  The Stock  Consideration  will be
unregistered,  restricted  stock and shall constitute  restricted  securities as
that term is defined in Rule 144  promulgated  under the Securities Act of 1933,
as amended.  For purposes of  calculating  the one-year hold period in regard to
said Rule 144,  such period  shall  commence at the  Effective  Time.  The Stock
Consideration  will be  unregistered,  restricted  stock.  CGI  will  grant  the
Stockholders certain registration rights with respect to the Stock Consideration
pursuant to a  Registration  Rights  Agreement  in the form  attached  hereto as
Exhibit 10.1 (the  "Registration  Rights  Agreement"),  which will provide that,
subject to the compliance of the  Stockholders  with the terms and conditions of
the Registration Rights Agreement,  CGI will file a registration  statement (the
"Registration  Statement")  with the SEC  covering the Stock  Consideration  and
other shares of CGI Common  Stock,  no later than one hundred  twenty (120) days
following the Closing Date and that CGI will use good faith efforts to cause the
Registration  Statement  to  be  declared  effective  by  the  SEC  as  soon  as
practicable thereafter,  provided,  however, that if on the Closing Date CGI has
another registration  statement pending with the SEC (the "Pending  Registration
Statement"),  then CGI shall not be obligated to file the Registration Statement
until  sixty  (60)  days  following  the  date  that  the  Pending  Registration
Statement,  as the Pending  Registration  Statement may be amended,  is declared
effective.

                                   ARTICLE XI
                         CONDITIONS PRECEDENT TO CLOSING

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

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

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

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

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

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

     (f) Consents.  Any and all needed consents and approvals from third parties
for the consummation of the transactions  contemplated by this Agreement and the
other Documents shall have been obtained.

     (g) No Actions, Suits or Proceedings. No Order of any Court or Governmental
Authority  shall  have been  issued  restraining,  prohibiting,  restricting  or
delaying,  the consummation of the  transactions  contemplated by this Agreement
and the other Documents.  No Litigation shall be pending or, to the Knowledge of
the  Parties to this  Agreement,  threatened,  before any Court or  Governmental
Authority to restrain,  prohibit,  restrict or delay,  or to obtain damages or a
discovery  order  in  respect  of  this  Agreement  or the  consummation  of the
transactions  contemplated  hereby.  No  insolvency  proceeding of any character
including  without   limitation,   bankruptcy,   receivership,   reorganization,
dissolution or arrangement with creditors,  voluntary or involuntary,  affecting
any of the  Selling  Corporations  shall be  pending,  and  none of the  Selling
Corporations  shall have taken any action in  contemplation  of, or which  would
constitute the basis for, the institution of any such proceedings.

     (h)  Shares.  The  Stockholders  shall have  delivered  to CGI  MarketSmart
Certificates  evidencing all of the MarketSmart Shares,  Rightstuff Certificates
evidencing all of the Rightstuff Shares, and Checkup Certificates evidencing all
of the Checkup Shares.

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

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

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

     (2) the  corporate  minute  books  and  stock  record  books of each of the
Selling Corporations shall have been delivered to the Acquiring Corporations, as
applicable;

     (3) the Registration Rights Agreement; and

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

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

     (l) Approvals of Boards of Directors.  This Agreement and the  transactions
contemplated  hereby shall have been approved by the Boards of Directors of each
of CGI, the Acquiring Corporations, and the Selling Corporations.

     (m) Due  Diligence.  Each Party  shall  have  completed  its due  diligence
investigation of the other Parties  (including without limitation an examination
of corporate books and records, financials,  historical operations,  management,
business  practices,  computer systems,  prospects,  legal, tax, ERISA and other
matters),  and the results of such  investigation  shall be satisfactory to each
Party in its sole discretion.

     (n) [This Section intentionally has been left blank].

     (o)  Buy-Sell  Agreement.  The  Stockholders  and  MarketSmart  shall  have
terminated that certain Market Smart Advertising,  Inc. Buy-Sell Agreement dated
September 2, 1999, and any other similar agreement among any of the Stockholders
and any of the Selling Corporations.

     (p) Life Insurance.  The  Stockholders and the Selling  Corporations  shall
have cancelled all currently  outstanding policies of life insurance held by any
of  the  Selling  Corporations  covering  any  of  the  Stockholders,  including
Prudential  Insurance Policy Numbers  93208874,  93208877,  and 93208880 held by
MarketSmart,  or all ownership and premium payment obligations in regard to such
policies  shall have been  transferred  and  assigned  to, and  assumed  by, the
Stockholders.

     (q)  Barbara  Glaub.  MarketSmart  shall  have  delivered  to CGI  and  the
MarketSmart  Acquisition Sub a letter, in form and substance  acceptable to CGI,
signed by Barbara Glaub (The Glaub  Company)  acknowledging  and agreeing to the
terms and  conditions  pursuant to which  Barbara  Glaub (The Glaub  Company) is
working with MarketSmart.

     (r) Working  Capital.  The Selling  Corporations  shall have  satisfied the
Chief Financial  Officer of CGI, in his sole discretion,  that as of the Closing
Date the Selling  Corporations  are in  compliance  with the  minimum  aggregate
working capital requirement set forth in Section 4.12 above.

                                   ARTICLE XII
                                 INDEMNIFICATION

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

     12.2 Indemnification.

     (a) The  Stockholders  agree to, jointly and severally,  indemnify and hold
harmless  CGI and the  Acquiring  Corporations,  and  each of  their  respective
successors and assigns,  together with all of their officers and directors, from
and against  any and all losses,  damages,  liabilities,  obligations,  costs or
expenses  (any one such item  being  herein  called a "Loss"  and all such items
being herein  collectively  called "Losses") which are caused by or arise out of
(1) any breach or default in the  performance by the  Stockholders or any of the
Selling  Corporations  of any covenant or agreement of the  Stockholders  or the
Selling  Corporations  contained in this Agreement;  (2) any  material breach of
warranty or inaccurate or erroneous  representation  made by the Stockholders or
any of the Selling  Corporations  herein,  in this  Agreement or in any Schedule
(including  the  Disclosure  Schedule)  delivered to CGI or any of the Acquiring
Corporations pursuant hereto or in any certificate or other instrument delivered
by or on behalf of the Stockholders or any of the Selling Corporations  pursuant
hereto;  and (3)  any and all  actions,  suits,  proceedings,  claims,  demands,
judgments,  costs and expenses (including  reasonable legal fees) arising out of
the  foregoing,  if and to the  extent  that  such  aggregate  Losses  exceed an
aggregate of Fifty Thousand Dollars  ($50,000).  Without limiting the generality
of the immediately  preceding  sentence,  the Stockholders shall fully indemnify
and hold  harmless CGI and each of the Acquiring  Corporations  from and against
all Claims of Any Nature  regarding any of the Selling  Corporations  created or
incurred prior to the Closing other than the Approved  Liabilities  ("Unapproved
Liabilities")  until the applicable  statutes of limitations expire in regard to
such liabilities if such aggregate Unapproved  Liabilities exceed Fifty Thousand
Dollars  ($50,000).  If the Selling  Corporations  have aggregate  Losses and/or
Unapproved  Liabilities which exceed $50,000, then: (i) Stock Consideration with
an  aggregate  fair  market  value  equal to the amount by which such  aggregate
Losses and/or Unapproved Liabilities exceed $50,000 shall be delivered to CGI by
the Stockholders and cancelled (the "Cancelled  Shares") (for example,  if prior
to the Closing Date one of the Selling  Corporations owes an employee a $100,000
sales  commission  that was not  shown  on the  Unaudited  Selling  Corporations
Balance Sheets and one of the Selling  Corporations  pays such sales  commission
after the Closing  Date,  and if on the date that such sales  commission is paid
the closing price of per share of CGI Common Stock is $10.00, then the number of
Cancelled    Shares   shall   be    calculated    as   follows:    ($100,000   -
$50,000)/$10=$5,000; and therefore 5,000 shares of the Stock Consideration shall
be delivered to CGI by the  Stockholders  and cancelled);  and (ii) CGI shall be
permitted  to apply and  offset,  dollar-for-dollar,  the  amount by which  such
aggregate  Losses  and/or  Unapproved  Liabilities  exceed  $50,000  against the
Earnout,   in  each  case  on  a  pro  rata  basis.  Any  of  the  Stockholders'
indemnification obligations that are not satisfied via the cancellation of Stock
Consideration  or via offset  against  the  Earnout  shall be owed  jointly  and
severally by the Stockholders,  and shall be paid by the Stockholders personally
on a joint and  several  basis.  The Stock  Consideration  shall be  legended to
reflect this agreement.

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

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

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

                                  ARTICLE XIII
                                    WARRANTS

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

Number        Exercise
of             Vesting       Expiration
Shares          Price           Date                   Date         Conditions
16,667           (1)       1st anniversary       5th anniversary    (4),(5),(6)
                          of the Closing Date  of the Closing Date
16,667           (2)       2nd anniversary       6th anniversary    (4),(5),(6)
                          of the Closing Date  of the Closing Date
16,666           (3)       3rd anniversary       7th anniversary    (4),(5),(6)
                          of the Closing Date  of the Closing Date

(1) Closing price per share of CGI Common Stock on the last trading day prior to
the Closing Date.
(2) Closing price per share of CGI Common Stock on the last trading day prior to
the first anniversary of the Closing Date.
(3) Closing price per share of CGI Common Stock on the last trading day prior to
the second anniversary of the Closing Date.
(4) Such  warrants  shall be evidenced by the typical form of Warrant  Agreement
used by CGI,  and all terms and  conditions  of such form of  Warrant  Agreement
shall apply to and limit such warrants (for  example,  and without  limiting the
generality  of the  foregoing:  as in the case of all  warrants  granted  by CGI
including  those  issued or to be issued to  Gerard  M.  Jacobs  and S.  Patrick
Martin, the number of shares covered by such warrants,  and the strike price per
share of such warrants,  shall be appropriately  adjusted to reflect any and all
stock splits, stock dividends,  and other corporate events following the date of
issuance of such warrants).
(5) Such  warrants  shall not become  vested and  therefore  cannot be exercised
until the vesting  date of such  warrants,  and such  warrants  shall  terminate
immediately in the event that Cox,  Finch or Thanhauser,  as the case may be, is
not  continuously  employed by a  subsidiary  of CGI,  for any reason,  from the
Closing Date until the vesting date of such warrants.
(6) Such  warrants  shall  terminate if not  exercised  within  thirty (30) days
following the last day of employment of Cox,  Finch or  Thanhauser,  as the case
may be, by a subsidiary of CGI.

13.2   Issuance  of  Warrants  to  Certain   Other   Employees  of  the  Selling
Corporations.  At the Closing, certain employees of the Selling Corporations, to
be mutually identified by Cox, Finch, Thanhauser and S. Patrick Martin, shall be
issued warrants to purchase an aggregate of 90,000 shares of CGI Common Stock in
accordance with the following terms and conditions:

Number       Exercise
of           Vesting      Expiration
Shares        Price          Date                      Date         Conditions
90,000         (1)       1st anniversary        5th anniversary     (4),(5),(6)
                       of the Closing Date     of the Closing Date

(1) Closing price per share of CGI Common Stock on the last trading day prior to
the Closing Date.
(4) Such  warrants  shall be evidenced by the typical form of Warrant  Agreement
used by CGI,  and all terms and  conditions  of such form of  Warrant  Agreement
shall apply to and limit such warrants (for  example,  and without  limiting the
generality  of the  foregoing:  as in the case of all  warrants  granted  by CGI
including  those  issued or to be issued to  Gerard  M.  Jacobs  and S.  Patrick
Martin, the number of shares covered by such warrants,  and the strike price per
share of such warrants,  shall be appropriately  adjusted to reflect any and all
stock splits, stock dividends,  and other corporate events following the date of
issuance of such warrants).
(5) Such  warrants  shall not become  vested and  therefore  cannot be exercised
until the vesting  date of such  warrants,  and such  warrants  shall  terminate
immediately  in the event that the  grantee of the  warrant is not  continuously
employed by a subsidiary of CGI, for any reason, from the Closing Date until the
vesting date of such warrants.
(6) Such  warrants  shall  terminate if not  exercised  within  thirty (30) days
following  the  last  day of  employment  of the  grantee  of the  warrant  by a
subsidiary of CGI.

                                   ARTICLE XIV
                                   TERMINATION

     14.1 Termination.

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

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

                                   ARTICLE XV
                                 TAX ALLOCATIONS

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

                                   ARTICLE XVI
                                  MISCELLANEOUS

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

                  If to CGI or any of the Acquiring Corporations to:
                                    CGI Holding Corporation
                                    100 N. Waukegan Road, Suite 100
                                    Lake Bluff, IL  60044
                                    Attn: Gerard M. Jacobs

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

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

                  If to the Stockholders or any of the Selling Corporations:
                                      Gregory Cox
                                      MarketSmart Advertising
                                      5109 Holly Ridge Drive, Suite 210
                                      Raleigh, NC  27612

                  With a copy to:     Terry J. Carlton
                                      Jordan Price Wall Gray Jones & Carlton
                                      P.O. Box 10669
                                      Raleigh, North Carolina  27605-0669

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

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

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

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

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

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

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

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

     16.9  Publicity.  The  Selling  Corporations  and CGI shall issue the press
release  attached  hereto as Exhibit  16.9.  Except as required by Law, no Party
shall make any other  press  release or public  announcement  in respect of this
Agreement or the transactions  contemplated hereby or otherwise communicate with
any news media without the prior written consent of the other Parties.

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

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

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

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

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

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

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

                                  ARTICLE XVII
                                   CO-LOCATION

     17.1 Co-Location.  The Stockholders shall deliver to CGI at Closing a Lease
Modification  and Consent  Agreement,  duly executed by the current landlord for
MarketSmart, in the form attached as Exhibit 17.1.

     IN WITNESS  WHEREOF,  the parties  hereto have each  executed and delivered
this Agreement as of the day and year first above written.

                         CGI HOLDING CORPORATION

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

                         MARKETSMART ACQUISITION SUB, INC.
                         By:     /s/ S. Patrick Martin
                         ------------------------------
                         Name:   S. Patrick Martin
                         Title:  President

                         RIGHTSTUFF ACQUISITION SUB, INC.
                         By:     /s/ S. Patrick Martin
                         -----------------------------
                         Name:   S. Patrick Martin
                         Title:  President

                         CHECKUP ACQUISITION SUB, INC.
                         By:     /s/ S. Patrick Martin
                         -----------------------------
                         Name:   S. Patrick Martin
                         Title:  President

                         MARKETSMART ADVERTISING, INC.
                         By:     /s/ M. Lewis Finch III
                         ------------------------------
                         Name:   M. Lewis Finch III
                         Title:  President

                         RIGHTSTUFF INC. d/b/a BRIGHT IDEA STUDIO.
                         By:     /s/ M. Lewis Finch III
                         -------------------------------
                         Name:   M. Lewis Finch III
                         Title:  President

                         CHECKUP MARKETING, INC.
                         By:     /s/ M. Lewis Finch III
                         -------------------------------
                         Name:   M. Lewis Finch III
                         Title:  President

                         /s/ Steven Thanhauser
                         Steven Thanhauser, in his individual capacity and
                         in his capacity as a Stockholder, director and
                         officer of each of the Selling Corporations

                         /s/ Gregory J. Cox
                         Gregory J. Cox, in his individual capacity and in
                         his capacity as a Stockholder, director and officer
                         of each of the Selling Corporations

                         /s/ M. Lewis Finch III
                         M. Lewis Finch III, in his individual capacity and
                         in his capacity as a Stockholder, director and
                         officer of each of the Selling Corporations

                              Disclosure Schedules

for the Merger  Agreement  relating to merger of MARKETSMART  ADVERTISING,  INC.
"MarketSmart"),  into MARKETSMART  ACQUISITION  SUB, INC.;  merger of RIGHTSTUFF
INC. d/b/a BRIGHT IDEA STUDIO  ("Rightstuff")  into RIGHTSTUFF  ACQUISITION SUB,
INC.; and merger of CHECKUP MARKETING, INC. ("Checkup") into CHECKUP ACQUISITION
SUB, INC.

                             DISCLOSURE SCHEDULE 4.1
                         Jurisdictions in which Licensed

Jurisdictions  in which the  failure to be licensed  or  qualified  could have a
Material Adverse Affect on any of the Selling Corporations.

                                      None

                             DISCLOSURE SCHEDULE 4.7

List of shareholders,  certificates and number of shares  outstanding of Selling
Corporations

                                   MarketSmart

Available         1000
Issued            1000     ($1 Par Value)

Certificate       #1       Gregory J. Cox   33 1/3            Voided
                  #2       Steve Thanhauser 33 1/3            Voided
                  #3       M. Lewis Finch   33 1/3            Voided
                  #4       Gregory J. Cox   333 1/3
                  #5       Steven Thanhauser333 1/3
                  #6       M. Lewis Finch   333 1/3

                                   RightStuff

Available         100,000
Issued            1000     ($ Par Value)

Certificate       #1       Gregory J. Cox   33 1/3            Voided
                  #2       Steven Thanhauser33 1/3            Voided
                  #3       M. Lewis Finch   33 1/3            Voided
                  #4       Gregory J. Cox   333 1/3
                  #5       Steven Thanhauser333 1/3
                  #6       M. Lewis Finch   333 1/3

                               Check Up Marketing

Available         100,000
Issued            10       ($100 Par Value)

Certificate       #1       Gregory J. Cox   33 1/3            Voided
                  #2       Steven Thanhauser33 1/3            Voided
                  #3       M. Lewis Finch   33 1/3            Voided
                  #4       Gregory J. Cox   3 1/3
                  #5       Steven Thanhauser3 1/3
                  #6       M. Lewis Finch   3 1/3

                           DISCLOSURE SCHEDULE 4.10(a)
      List of Owned Real Property and List of Leases of Owned Real Property

                                      None

                           DISCLOSURE SCHEDULE 4.10(b)
                          List of Leased Real Property

Lessee               Lessor            Street Address        Term                      Rental Payments
-------------------- ----------------- --------------------- ------------------------- -------------------
MarketSmart          TLC Properties    5109 Holly Ridge      Month-to-month            From 11/1/02 to 11/1/06 -
                     of NC, LLC        Drive, Raleigh,       commencing on November    $9000.00 per month
                                       North Carolina        1, 2002
DISCLOSURE SCHEDULE 4.11
                       List of Tangible Personal Property

Workstations                                     86
File Cabinets                                    75
Tables                                           26
Chairs                                          126
Bookcases                                        35
Cabinets other                                    3

Accounting:
                                                 11  File Cabinets
                                                  5  Workstations
                                                  5  Tables
                                                  1  Book case
                                                  7  Chairs

Checkup Marketing:
                                                  2  File Cabinets
                                                  2  Workstations
                                                  1  Table
                                                  1  Book case
                                                  3  Chairs

Creative War Room (Down Stairs)
                                                  0  File Cabinets
                                                  4  Workstations
                                                  2  Table
                                                  1  Conference Table
                                                  4  Book case
                                                 12  Chairs

Subway Central:
                                                  5  File Cabinets
                                                  3  Workstations
                                                  3  Table
                                                  1  Book case
                                                  5  Chairs

WordSmith:
                                                  5  File Cabinets
                                                  4  Workstations
                                                  1  Table
                                                  1  Book case
                                                  7  Chairs

IT Office
                                                  1  File Cabinets
                                                  2  Table
                                                  3  Book case
                                                  2  Chairs

Down Stairs Conference Room:
                                                  1  Conference Table
                                                  4  Stairs

Bright Ideas Studio:
                                                  1  File Cabinets
                                                  7  Workstations
                                                 12  Book case
                                                 12  Chairs

Office Manager Suite:
                                                  2  File Cabinets
                                                  2  Table
                                                  3  Workstations
                                                  6  Chairs

Kitchen
                                                  1  Round Table
                                                  1  Table
                                                  1  Cabinet
                                                  1  Coffee Maker
                                                  1  Refrigerator
                                                  4  Chairs

Mailroom
                                                  1  Workstation
                                                  1  Counter
                                                  1  Chair
                                                  1  Book case

Office Manager Suites:
                                                  3  Workstations
                                                  2  Tables
                                                  2  File Cabinets
                                                  6  Chairs

Media:
                                                  8  Workstations
                                                 12  File Cabinets
                                                  4  Book case
                                                 11  Chairs

Liz Byrd's Office
                                                  1  Workstation
                                                  2  Chairs
                                                  2  File Cabinets

Amish's old Office
                                                  1  Workstation
                                                  2  Chairs
                                                  2  File Cabinets
                                                  1  Book case

Front Reception area
                                                  1  Workstation
                                                  4  Chairs
                                                  2  Tables
                                                  1  File Cabinet

Creative Up Stairs:
                                                  3  Carts
                                                  2  Workstations
                                                  4  File Cabinets
                                                  9  Chairs

Eric's Office:
                                                  1  Workstation
                                                  2  Tables
                                                  2  Chairs
                                                  1  File Cabinet

Copy Room:
                                                  1  Table
                                                  2  Cabinets
                                                  2  Book cases
                                                  3  File Cabinets

Liz M Office:
                                                  1  Workstation
                                                  2  Chairs
                                                  2  Book cases
                                                  1  Table
                                                  1  File Cabinet

Greg Cox Office:
                                                  1  Workstation
                                                  1  Book case
                                                  1  File Cabinet
                                                  3  Chairs

Kimberly Mears Office:
                                                  1  Workstation
                                                  1  Chair

Web Usability Room:
                                                  1  Workstation
                                                  1  File Cabinet

Steve's Office:

Dell Dimension 2400                     17
Dell Dimension 3000                      1
Dell Dimension 8400                      1
Dell Dimension older other              16
HP Laptops                               2
MAC                                     11
File Servers                             4
Fax Machines                             2
17" Dell Monitors                       29
19" Dell Monitors                        3
Monitors older other                     8
HP LaserJet 6L                           2
HP LaserJet                              1
HP 1100 LaserJet                         2
HP 1150 LaserJet N                       1
HP 1000 LaserJet N                       1
HP 1200 LaserJet N                       1
HP 1300 LaserJet N                       1
HP 8000n LaserJet N                      1
HP IIISi LaserJet N                      1
Kyocera FS - C8008N                      1
Dell 740                                 3
Epson CX5400                             4
Dell 920                                 3
HP 5150 DeskJet                          1
HP C932 DeskJet                          1
Lexmark Z52                              1

                            DISCLOSURE SCHEDULE 4.13
                           List of Insurance Policies

Company            Insurance       Type of        Carrier      Amount of        Expiration date   Amount of coverage
                   Policy          coverage                    premium
------------------ --------------- -------------- ------------ ---------------- ----------------- ---------------------
MarketSmart        Policy #:       Workers        Accident     Estimated        11/21/05          Bodily Injury by
                   WCV 5014866     Compensation   Fund         annual                             Accident per
                                   and            Insurance    premium: $4,052                    accident: $100,000
                                   Employers      Company of
                                   Liability      America                                         Bodily Injury by
                                                                                                  Disease policy
                                                                                                  limit: $500,000

                                                                                                  Bodily Injury by
                                                                                                  Disease each
                                                                                                  employee: $100,000

MarketSmart        Policy #:       Premises       Erie         Total annual     9/1/05            Each occurrence:
                   Q45  0190771    insurance      Insurance    premium: $652                      $1,000,000
                   NC              for 5109       Group
                                   Holly Ridge                                                    Personal &
                                   Drive, Suite                                                   advertising injury:
                                   210,                                                           $1,000,000
                                   Raleigh, NC
                                                                                                  General aggregate
                                                                                                  limit: $2,000,000

                                                                                                  Products/Completed
                                                                                                  operations
                                                                                                  aggregate limit:
                                                                                                  $2,000,000

                                                                                                  Employee
                                                                                                  dishonesty: $50,000

Rightstuff         Policy #: Q44   Premises       Erie         Total deposit    8/1/05            Each occurrence:
                   0151872         insurance      Insurance    premium: $5,649                    $1,000,000
                                   for 5109       Group
                                   Holly Ridge                                                    Personal &
                                   Drive, Suite                                                   advertising injury:
                                   210,                                                           $1,000,000
                                   Raleigh, NC
                                                                                                  General aggregate
                                                                                                  limit: $2,000,000

                                                                                                  Products/Completed
                                                                                                  operations
                                                                                                  aggregate limit:
                                                                                                  $2,000,000

MarketSmart        Policy          Professional   Houston      $8,744.75        9/15/05           Aggregate and per
                   #:H704-15121    liability      Casualty                                        claim $1,000,000
                                   errors &       Company
                                   omissions

MarketSmart        Policy #s:      Employee       UnitedHealthcEstimated        [effective date   variable
                   05R0269         health                      monthly          5/1/04]
                   05R0270                                     initial
                                                               coverage:
                                                               $8,675.99

MarketSmart        [customer #:    Employee       MetLife      Estimated        [effective date   variable
                   5561107]        life,                       monthly life:    4/1/02]
                                   disability                  $146.96
                                   and dental
                                                               Estimated
                                                               monthly
                                                               disability:
                                                               $300.95

                                                               Estimated
                                                               monthly dental:
                                                               $765.14

..MarketSmart       Policy # :      Life           Prudential                    [assumed by Mr.
                   93-208-874      insurance      Financial                     Thanhauser on
                                   policy on                                    1/1/05]
                                   the life of
                                   Steven D.
                                   Thanhauser

MarketSmart        Policy #:       Life           Prudential                    [assumed by Mr.
                    93-208-877     insurance      Financial                     Cox on 1/1/05]
                                   policy on
                                   the life of
                                   Gregory J.
                                   Cox

MarketSmart        Policy #s:      Life           Prudential                    [assumed by Mr.
                   93-208-880      insurance      Financial                     Finch on 1/1/05]
                   V6-054-866      policy on
                                   the life of
                                   Melvin L.
                                   Finch
DISCLOSURE SCHEDULE 4.14
                    List of all Permits used for the Business

 ---------------- -------------------------------------------------------------
 Company          Permits
 ---------------- -------------------------------------------------------------
MarketSmart       Merchant's Certificate of Registration dated 1/20/95 issued
                  by North Carolina Department of Revenue

                  Business Privilege License issued by City of Raleigh
                  (renewed annually)

RightStuff        North Carolina sales & use tax identification number issued
                  by North Carolina Department of Revenue dated 5/5/99

Checkup           Merchant's Certificate of Registration dated 4/24/03 issued
                  by North Carolina Department of Revenue

                         DISCLOSURE SCHEDULE 4.16(c)(5)
             Vacation Policy and Accrued Vacation for Each Employee

                   [SEE ATTACHED MARKETSMART VACATION POLICY]

Company             Employee                       Accrued Vacation Time (hours)
------------------- ---------------------------    ----------------------------
MarketSmart         Suzanne Austin                                18.5

                    Donna Blackmer                                0

                    Regina Bowden                                 3.0

                    Judi Burnell                                  4.14

                    Liz Byrd                                      15.14

                    Ann Cavender                                  15.01

                    Greg Clark                                    24.75

                    Sherry Clark                                  15.75

                    Sarah Cope                                    23.83

                    Greg Cox                                      0

                    Amish Desai                                   37.0

                    Susie Eitel                                   19.50

                    Marilyn Fast                                  16.5

                    Lewis Finch                                   0

                    Terry Fowler                                  39.13

                    Christine Gill                                0

                    David Haas                                    10.0

                    M.C. Hackney                                  40.0

                    Patrick Harrell                               36.5

                    Janet Hendley                                 0

                    Jerry Hester                                  0

                    Cynthia Jackson                               10.0

                    Candace Lewis                                 0

                    Amy Loeffler                                  10.0

                    Liz Manera                                    22.5

                    Julie Marco                                   20.5

                    Sheila Matthews                               16.5

                    Chris McCabe                                  40.0

                    Kimberly Mears                                0

                    Patti Medina                                  37.56

                    Eric Miller                                   30.29

                    Chris Moran                                   4.5

                    Glenna Musante                                40.0

                    Mary Odegaard                                 11.5

                    Bob Perman                                    40.0

                    Chris Phillips                                27.0

                    Dawn Pitman                                   16.0

                    Kathleen Punzalan                             34.67

                    Lauren Roach                                  -1.75

                    Scott Rucci                                   39.73

                    Allie Schatz                                  32.75

                    Erik Smith                                    12.0

                    Laurie Sparks                                 11.34

                    Steve Thanhauser                              0

                    John Trice                                    0

                    Lauren Viola                                  40.0

                    Linda Wente                                   40.0

                    Karen Williams                                19.75

                    Dennis Wipper                                 -2.0

RightStuff          None                                          None

Checkup             None                                          None

                            DISCLOSURE SCHEDULE 4.17
                             Employee Benefit Plans

Company                    Employee Benefit Plans
------------------------- -----------------------------------------------------
MarketSmart                UnitedHealthcare - medical and dental insurance

                           MetLife - life, disability and dental insurance

                           Principal Financial Group - retirement savings plan

RightStuff                 None

Checkup                    None

                            DISCLOSURE SCHEDULE 4.20
                                   Litigation

                                      None

99.1 Press Released dated January 14, 2005 announcing  closing of acquisition of
MarketSmart Companies.

CGI Holding Corporation Acquires MarketSmart Advertising
Friday January 14, 11:38 am ET

Deal  Merges  World's  Largest  Search  Engine  Marketing  Firm with  Major N.C.
Full-Service Ad Agency

LAKE BLUFF,  Ill.--(BUSINESS WIRE)--Jan. 14, 2005--CGI Holding Corp. (OTCBB:CGIH
- News;  the  "Company")  today  announced  that it has  closed  its  previously
announced acquisition of MarketSmart Advertising,  Inc., Rightstuff,  Inc. d/b/a
Bright Idea Studio, and Checkup Marketing,  Inc. (the "MarketSmart  Companies"),
for $3 million plus 1 million shares of the Company's  restricted  common stock.
The Company has also issued  warrants to purchase an aggregate of 260,000 shares
of the Company's  restricted  common stock to the  stockholders and employees of
the  MarketSmart  Companies.  The Company  expects the merger to be  immediately
accretive to its earnings.

Based  in  Raleigh,   N.C.,  the  MarketSmart   Companies  provide   world-class
advertising,  public  relations,  marketing,  branding and  shopping  evaluation
services.  The founding partners of the MarketSmart Companies -- Greg Cox, Lewis
Finch  III and  Steven  Thanhauser  -- will  continue  to  lead  the  businesses
following the merger.

CGI Holding Corp., based in Lake Bluff, Ill. (see  www.cgiholding.com) also owns
WebSourced,  Inc.,  Morrisville,  N.C., recognized as the world's largest search
engine marketing firm, and Cherish, Inc.,  Clearwater,  Fla., a leading Internet
dating company.

"We see this as a powerful,  synergistic  move designed to combine our strengths
as an  award-winning  ad agency with a world  leader in online  services,"  said
Steven  Thanhauser,  CEO of  MarketSmart.  "The Internet has transformed the way
businesses  compete for market share  worldwide.  This move reflects that change
and positions us to help our clients develop marketing programs and ad campaigns
that will help them  maximize  their  marketing  opportunities.  WebSourced is a
powerhouse and together we see great things on the near horizon."

Steven "Pat" Martin, CEO of WebSourced,  also described the merger as a positive
move  for  the  companies   involved.   "Combining   MarketSmart's   traditional
advertising  and marketing  talents with  WebSourced's  search engine  marketing
acumen will allow us to provide a truly integrated  service," Martin said. "With
this move, we see WebSourced and MarketSmart  emerging as a world leader in both
interactive marketing and traditional advertising."

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

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

[GRAPHIC OMITTED]
Contact:
CGI Holding Corporation
Gerard M. Jacobs, 847-615-2890
gjacobs@cgiholding.com
or
WordSmith Communications, Inc
Glenna Musante, 919-782-2360
gmusante@marketsmart.net