CGI Holding Corporation Acquires Ozona Online Network

LAKE BLUFF, Ill. -- Feb. 22, 2005 -- CGI Holding Corporation (OTCBB: CGIH) today announced that the Company has acquired Ozona Online Network, Inc. ("Ozline"), a provider of a comprehensive scope of online services including start to finish web design, custom web based applications, database systems, managed and shared hosting solutions, e-commerce, and high-speed business Internet access (see www.ozline.net). The Company estimates that Ozline will add approximately $300,000 per year in pre-tax earnings to the Company, and expects the merger to be immediately accretive to its earnings.

The purchase price was $300,000 in cash plus 75,358 shares of the Company's restricted common stock. The Company has also issued warrants to purchase an aggregate of 60,000 shares of the Company's restricted common stock at $5.30 per share to the stockholders of Ozline.

Founded in 1997 and based in Clearwater, FL, Ozline has a satisfied client list that reads like a Who's Who of innovative companies including Canon, Komatsu USA, Dale Carnegie, Quantum Technology, and other clients such as General Electric, Ford Motor Company, and Marriott International through Ozline's Evigna Digital Catalog product. Rick Anderson, the founder of Ozline, will continue to lead the business following the merger.

Rick Anderson, the CEO of Ozline, explaining the rationale behind the merger, said, "Combining the technology and application development solutions of Ozline with the proven marketing expertise of WebSourced and MarketSmart Advertising, will allow us to provide the solution to any client's needs. With our combined services, there really isn't anything that we cannot offer a web-based client."

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

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

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

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