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Press Releases Tuesday, July 27, 2004   
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CGI Holding Corporation Reports 19% Revenue Increase and 22% Pre-Tax Earnings Increase Over Prior Quarter

DEERFIELD, Ill.--July 26, 2004--CGI Holding Corporation (OTCBB: CGIH - News) today announced that its revenues for the second quarter of 2004 rose to $4,574,005, an increase of 19% over the prior quarter, and an increase of 303% over the second quarter of 2003. The Company`s earnings from continuing operations before taxes in the second quarter of 2004 were $1,173,611, an increase of 22% over the prior quarter, and an increase of 5,459% over the second quarter of 2003. The Company`s earnings per share from continuing operations before taxes in the second quarter of 2004 were $.041 per share, an increase of 14% over the prior quarter, and an increase from $.00 per share in the second quarter of 2003. The Company`s earnings from continuing operations after provision for income taxes in the second quarter of 2004 were $786,778, an increase of 23% over the prior quarter, and an increase of 3,626% over the second quarter of 2003. The Company`s earnings from continuing operations after provision for income taxes in the second quarter of 2004 were $.0277 per share, an increase of 16% over the prior quarter, and an increase from $.00 per share in the second quarter of 2003.

Gerard M. Jacobs, the Company`s CEO stated, "Our second quarter results reflect continuing robust growth of our WebSourced subsidiary. The Company`s total income tax provision for the second quarter of 2004 was $386,833, but due to a net operating loss carryforward of $3,440,747 the Company`s actual tax payments for the second quarter will only be $82,442. As previously announced, we are in negotiations regarding certain significant acquisitions. We expect these negotiations to begin to bear fruit this quarter."

Steven "Pat" Martin, the CEO of the Company`s WebSourced, Inc. subsidiary stated, "While the second quarter historically is the weakest for the search engine marketing industry, our client base has continued to grow steadily. Since April 1 we have increased the depth of our intellectual capital by adding 37 additional professionals including leading search experts such as Jason Dowdell and Garrett French, and by acquiring Engine Studio. This has allowed us to continue to provide world class SEM services and solutions for our larger client base, and also to initiate the internal development of some exciting proprietary software for our next generation of services and product offerings that we believe will keep WebSourced at the forefront of the industry. Potential acquisitions would only add fuel to the fire. We are very optimistic about the future."

CGI Holding Corporation, based in Deerfield, Illinois, currently has one subsidiary, Websourced, Inc., Morrisville, North Carolina, a leader in search engine marketing (see www.keywordranking.com) which assists companies in marketing and advertising on Google, Yahoo and other search engines.

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: existing and potential litigation; historical losses; likely inability to collect all monies owed to us; acquisitions financing, terms, conditions, and ability to close; volatile stock price; integration of acquired businesses; managing growth; availability of skilled labor and key personnel; weak general economic and business conditions; competition; lack of long-term contracts; lack of brand awareness; client expectations; dependence upon the internet as a means for commerce; governmental regulation or taxation; inability to protect intellectual property; insider control; no dividends; Nevada laws that could discourage transactions involving the Company`s stock; and other factors and risks discussed in the Company`s filings with the Securities and Exchange Commission. The Company cannot guarantee future financial results, levels of activity, performance or achievements and investors should not place undue reliance on the Company`s forward-looking statements. The forward-looking statements contained herein represent the judgment of the Company as of the date of this press release, and the Company expressly disclaims any intent, obligation or undertaking to update or revise such forward-looking statements to reflect any change in the Company`s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.

Contact:
CGI Holding Corporation
Gerard M. Jacobs
847-282-5005
gjacobs@cgiholding.com

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