Inuvo, Inc. – ‘DEF 14C’ for 1/5/04

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Definitive Proxy Information Statement   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEF 14C     Definitive Information Statement                      12±    45K 


UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c) 
Of the Securities Exchange Act of 1934

Check the appropriate box:                                                      
[ ] Preliminary Information Statement                                           
[ ] Confidential, for Use of the Commission Only                                
(as permitted by Rule 14c-5(d)(2))                              
[X] Definitive Information Statement                                            

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                                                   

300 N MANNHEIM ROAD, HILLSIDE, ILLINOIS                  60162                  
------------------------------------------             --------------           
(Address of principal executive offices)                 (Zip Code)             

Issuer's telephone number, including area code    (708) 547-0401                
                                       -----------------

Payment of Filing Fee (Check the appropriate box):                              
[x] No fee required                                                             
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.       

(1) Title of each class of securities to which transaction applies:   

(2) Aggregate number of securities to which transaction applies:      

     (3) Per unit  price  or other  underlying  value  of  transaction  computed
     pursuant  to  Exchange  Act Rule  0-11 (set  forth the  amount on which the
filing fee is calculated and state how it was determined):            

(4) Proposed maximum aggregate value of transaction:                  

[ ] Fee paid previously with preliminary materials.                             

[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement number, or 
the Form or Schedule and the date of its filing.                                

(1) Amount Previously Paid:                                           

(2) Form, Schedule or Registration Statement No.                      

(3) Filing Party:                                                     

(4) Date Filed:                                                       

 CGI HOLDING CORPORATION
300 N. MANNHEIM ROAD, HILLSIDE, ILLINOIS 60162

 INFORMATION STATEMENT
PURSUANT TO SECTION 14
OF THE SECURITIES EXCHANGE ACT OF 1934
AND REGULATION 14C AND SCHEDULE 14C THEREUNDER

This  information  statement is circulated to advise the  stockholders of action
taken without a meeting upon the written consent of the holders of a majority of
the outstanding shares of the common stock of the Company.                      

 WE ARE NOT ASKING YOU FOR A PROXY AND YOU
 ARE REQUESTED NOT TO SEND US A PROXY.

The matters upon which action is taken are:                                     

1. Elect Gerard M. Jacobs, T. Benjamin  Jennings,  John Giura, James N. Held, S.
Patrick Martin, Hon. Vincent J. Mesolella, and Patrick W. Walsh, to our board of
directors to serve for a period of one year or until their  successors  are duly
elected and qualified.                                                          

2.  Approve a 1-for-5  reverse  stock split of the shares of our common stock to
take  effect on a date not later than June 30,  2004 so that  stockholders  will
receive one share of our common stock for each five shares now held.            

3. Appointment of Poulos & Bayer as our auditor.                                

Each of the actions is discussed in more detail below.                          

OUTSTANDING SHARES AND VOTING RIGHTS

Currently,  our only class of  securities  entitled to vote on the matters to be
acted upon is common stock, of which the total amount  presently  outstanding is
20,789,474  shares,  each share being  entitled to one vote. The record date for
determination  of the  security  holders  entitled  to vote or give  consent  is
November  28,  2003.  The  consent of the  holders  of a majority  of the shares
entitled to vote upon the matter is required for  approval of the  actions.  The
board of  directors  and  Stockholders  owning  11,998,507  which  constitute  a
majority  of  57.74%  of  the  outstanding  voting  securities  of  CGI  Holding
Corporation  have  unanimously  adopted,  ratified and approved  resolutions  to
effect the actions  listed above.  No other votes are required or necessary.  We
anticipate  effecting  the reverse  split  within  seven months of the date this
information statement is filed.                                                 

This  information  statement is being first sent or given to security holders on
approximately December 26, 2003.                                                

Other than  elections to office,  none of the persons who have been directors or
officers of the Company at any time since the beginning of the last fiscal year,
nor any  associate  of any such  persons,  has any interest in the matters to be
acted upon.  None of our directors has informed us in writing that he intends to
oppose any action to be taken by us. No proposals have been received from any of
our stockholders.                                                               

Our  quarterly and annual  reports on Form 10-QSB and Form 10-KSB,  respectively
have been  timely  filed with the SEC and may be viewed on the SEC's Web site at
www.sec.gov in the Edgar Archives.  We are presently  "current" in the filing of
all reports required to be filed by us.                                         

DISSENTER'S RIGHTS OF APPRAISAL 

Nevada Revised  Statutes do not provide for  dissenter's  rights of appraisal in
connection with the actions being taken by us.                                  

 Election of Directors
(Action No. 1)

Our  articles  of  incorporation  and  bylaws  authorize  a board  of  directors
comprised of a number of not less than one. Our stockholders have re-elected the
entire board of directors.                                                      

Set  forth  below  for each  person  who has  been  elected  director,  based on
information supplied by him, are his name, age as of the date of the Information
Statement,  any presently held  positions with us, his principal  occupation now
and for the past five years,  other  directorships  in public  companies and his
tenure of service  with us as a  director.  Each shall hold  office  until their
successors  are elected and qualify.  The  information  has been provided by the
nominees without independent verification by our management.                    

Nominees For Election As Directors                                              

Gerard M.  Jacobs,  48, has served as a member of our board of  directors  since
December  2001.  Since  December  2001,  Mr. Jacobs has served as our president,
chief executive officer, secretary and treasurer. From March 1999 until December
2001,  Mr.  Jacobs was involved as an officer and director of several  privately
held  companies.  From 1995 until March  1999,  Mr.  Jacobs  served as the chief
executive officer of Metal Management,  Inc., Chicago, Illinois. Mr. Jacobs is a
graduate of Harvard  University,  where he was elected to Phi Beta Kappa, and of
The University of Chicago Law School,  which he attended as a Weymouth  Kirkland
Law Scholar.  Mr. Jacobs was elected twice to the board of education of District
200, Oak Park and River Forest High School, Oak Park, Illinois.                 

T. Benjamin Jennings, 38, has served as a member of our board of directors since
December 2001, and as Chairman of our board of directors since April 2003. Since
May 2003, Mr. Jennings has served as the chairman of Ceira  Technologies,  Inc.,
located in  Irvine,  California.  Mr.  Jennings  previously  served as the chief
executive  officer of Ceira  Technologies,  Inc.,  which he joined in 1999. From
1995 until 1999,  Mr.  Jennings  served as the  chairman  and chief  development
officer of Metal  Management,  Inc.,  Chicago,  Illinois.  Mr.  Jennings was the
chairman of the Chicago  Inner City Games from 1996 through 1999.  Mr.  Jennings
serves on the board of  directors  of the Kohl's  Childrens'  Museum,  Wilmette,
Illinois. Mr. Jennings is a graduate of Rice University.                        

John  Giura,  70, has served as vice  chairman of our board of  directors  since
April 2003,  and  previously  served as chairman of our board of directors  from
1997 until April 2003.  Since  December  2001,  Mr. Giura has served as our vice
president.  From 1997 until 2001,  Mr. Giura served as our  president  and chief
executive officer. Mr. Giura graduated from the University of Naples, Italy, and
received an MA in economics from The University of Chicago.                     

James N. Held, 50, has served as a member of our board of directors  since April
2003. Since November 2003, Mr. Held has been a private investor. From 2001 until
November 2003, Mr. Held served as the Managing Director of Business  Development
for Ceira Technologies, Inc., Irvine, California. From 1998 until 2001, Mr. Held
served as Senior  Vice  President  of  Marketing  for  Metal  Management,  Inc.,
Chicago, Illinois. Mr. Held is a graduate of Xavier University.                 

S. Patrick  Martin,  43, has served as a member of our board of directors  since
April  2003.  Since  1999,  Mr.  Martin  has served as the  president  and chief
executive officer of Websourced, Inc., formerly known as WorldMall.com. Prior to
1999, Mr. Martin worked as an  independent  telecommunications  consultant.  Mr.
Martin attended the State University of New York at Oswego, New York.           

Hon. Vincent J. Mesolella,  54, has served as a member of our board of directors
since July 2003.  Since 1978, Mr.  Mesolella has served as the president of REI,
Inc., North Providence,  Rhode Island.  Mr. Mesolella has served as the chairman
of the Narragansett Bay Commission,  located in Providence,  Rhode Island, since
1991.  Mr.  Mesolella  was  elected  ten  times  to the  Rhode  Island  House of
Representatives,  serving as the Deputy Majority Whip for eight years,  retiring
in 1999. Mr.  Mesolella has served as a director of The  imPossible  Dream since
2001, and served as the first chairman of the Rhode Island  Underground  Storage
Tank  Financial  Review Board  starting in 1998.  Mr.  Mesolella  attended Rhode
Island Junior College and the University of Rhode Island Extension Division.    

Patrick W.  Walsh,  39, has served as a member of our board of  directors  since
April 2003.  Since 1999, Mr. Walsh has been an executive of Avatar Systems Ltd.,
Chicago,  Illinois.  From 1997 until 1999, Mr. Walsh served as vice president of
marketing  and  business  development  for  Metal  Management,   Inc.,  Chicago,
Illinois. Mr. Walsh graduated from Miami University (Ohio).                     

 Reverse Stock Split
(Action No. 2)

Our board of directors  adopted  resolutions and a majority of our  stockholders
approved such resolutions providing for a recapitalization pursuant to which the
issued and  outstanding  shares of our common stock are to be reverse split,  or
consolidated,  on a 1-for-5 basis,  so that  stockholders  will own one share of
common stock for each 5 shares of common stock now held by the stockholder.  The
reverse  split  shall be  effected  on a date not later than June 30,  2004.  No
fractional  shares will be issued in connection with such  recapitalization  and
fractional  shares will be rounded down to the nearest whole  number.  Under the
recapitalization,  the 20,789,474  issued and  outstanding  shares of our common
stock will be reverse split resulting in 4,157,895  shares of common stock being
issued and outstanding after the recapitalization.                              

Reasons for the reverse split                                                   

Our  management  believes  that the reverse split is in the best interest of the
company by reducing the perceived  depressive effect of a large number of shares
may have on the public  market for our common  stock.  In addition,  the reverse
split will make  available a substantial  number of additional  authorized,  but
unissued  shares of common stock which will  provide  increased  flexibility  in
structuring  possible future  financing,  in taking advantage of future business
opportunities  such as  acquisitions,  and in  meeting  corporate  needs as they
arise,  all  without  the  delay  and  expense  of  calling  a  meeting  of  our
stockholders to authorize an increase in authorized capital.  Furthermore, it is
ultimately our goal to have our securities listed on the NASDAQ or on a national
stock exchange.  Our management  believes that such listings can more readily be
accomplished  with a higher stock price and, since the reverse split will reduce
the number of outstanding  shares of our common stock, it should have the effect
of increasing the price of our common stock in the over-the-counter-market.     

The rights of existing  stockholders will not be altered and no stockholder will
be eliminated as a result of the reverse  split.  Fractional  shares will not be
issued and will be rounded down to the nearest  whole  share,  not to be reduced
below one share. It is possible that  stockholders  holding less than 100 shares
of our common stock may have larger commissions  charged to sell such shares and
may even result in a larger commission than the value of the shares being sold. 

Certificate Transfer                                                            

In order to effectuate the reverse split,  each  stockholder will be entitled to
submit his or her old stock  certificate  (any  certificate  issued prior to the
effective  date of the reverse  split),  to our transfer  agent,  Colonial Stock
Transfer  Company,  66 Exchange Place, Salt Lake City, Utah 84111, and be issued
in exchange therefore,  one new certificate representing one share for each five
shares reflected in the old certificates, rounded down to the nearest share.    

 Appointment of Auditors
(Action No. 3)

Our board of directors  adopted  resolutions and a majority of our  stockholders
approved such resolutions authorizing Poulos & Bayer to be our auditor.         

Fees Of Independent Auditors For Year Ended December 31, 2002                   

The  following  table shows the aggregate  fees billed to us by our  independent
auditors,  Poulos & Bayer for services  rendered  during the year ended December
31, 2002.                                                                       

           Description Of Fees                       Amount($)

          Audit Fees1                               $ 32,248
          All Other Fees2                           $  3,700

(1)  Includes  fees for audits of our  financial  statements  for the year ended
December 31, 2002, and reviews of financial statements                          
for interim periods.                                                            

(2) Includes fees for comfort letters, separate audits of subsidiaries, separate
audits for regulatory purposes, accounting consultations, and tax services.     

HISTORY AND ORGANIZATION

We were  incorporated  under the laws of the State of Nevada in October of 1987.
We were  formerly  known as North Star  Petroleum,  Inc. We had  essentially  no
operations  between  1993 and July 1997 at which time we  acquired  two  private
companies.  On March 27, 2001 we acquired the common stock of WorldMall.com in a
stock-for-stock  transaction.  WorldMall.com was  reincorporated in the state of
North Carolina as Websourced, Inc. in 2002.                                     

Websourced, Inc.                                                                

Websourced,  Inc., d/b/a  KeywordRanking.com  provides search engine enhancement
services  to Web sites,  under the name  KeywordRanking.com.  KeywordRanking.com
assists its clients'  websites in  obtaining  top twenty  positioning  on search
engines  worldwide.  The Web sites  benefit from top twenty  positioning,  which
typically  results in a  significantly  higher  number of visits from  potential
customers.                                                                      

Websourced,  Inc. currently employs 58 people. Websourced, Inc. is headquartered
in Morrisville, North Carolina.                                                 

 SECURITY OWNERSHIP OF MANAGEMENT AND PRINCIPAL STOCKHOLDERS

The following table presents  information about the beneficial  ownership of our
common stock as of December 9, 2003 by:                                         

o each person or entity who is known by us to own  beneficially  more than 5% of
the outstanding shares of our common stock;                                     

o each of our directors;                                                        

o each of our named executive officers;                                         

o each of the  persons  who  served as our chief  executive  officer  during our
fiscal year ended December 31, 2002; and                                        

o all directors and executive officers as a group.                              

Beneficial  ownership  is  determined  in  accordance  with  the  rules  of  the
Securities and Exchange  Commission and generally  includes voting or investment
power with respect to  securities,  subject to community  property  laws,  where
applicable.  Shares of our common stock subject to options or other  convertible
securities  that are presently  exercisable  or  convertible  or  exercisable or
convertible  within 60 days of December 9, 2003 are deemed to be outstanding and
beneficially  owned by the  holder  for the  purpose  of  computing  shares  and
percentage  ownership of that holder, but are not treated as outstanding for the
purpose  of  computing  the  percentage  ownership  of  any  other  person.  The
percentage of beneficial ownership is based on 20,789,474 shares of common stock
outstanding as of December 9, 2003.                                             

                                         Number of         Percentage of
                                         Shares               Shares
                                        Beneficially       Outstanding (1)
Name and Address of Beneficial Owner           Owned                            
                                      ---------------    -----------------

T. Benjamin Jennings (2)(3)                    647,500                  3.04%   
c/o CGI Holding Corporation                                               
300 N Mannheim Rd                                                         
Hillside, IL 60126                                                        

John Giura (2)(4)                            3,480,494                16.57%    
c/o CGI Holding Corporation                                               
300 N Mannheim Rd                                                         
Hillside, IL 60126                                                        

James N. Held (2)(5)                           200,000                 0.95%    
c/o CGI Holding Corporation                                               
300 N Mannheim Rd                                                         
Hillside, IL 60126                                                        

S. Patrick Martin (2)(6)                     3,280,891                14.89%    
c/o Websourced, Inc.                                                      
630 Davis Drive Ste 140                                                   
Morrisville, NC 27560                                                     

Vincent J. Mesolella (2)(7)                    200,000                0.95%     
c/o CGI Holding Corporation                                               
300 N Mannheim Rd                                                         
Hillside, IL 60126                                                        

Patrick W. Walsh (2)(8)                        200,000                0.95%     
c/o CGI Holding Corporation                                               
300 N Mannheim Rd                                                         
Hillside, IL 60126                                                        

Roberti Jacobs Family Trust (9)              6,213,333               26.47%     
c/o CGI Holding Corporation                                               
300 N Mannheim Rd                                                         
Hillside, IL 60126                                                        

All current directors and executive                                             
officers as a group (6 persons)            8,008,885               37.36%   

(1) Includes shares of common stock subject to warrants currently exercisable or
convertible  within 60 days of  December  9,  2003 are  deemed  outstanding  for
computing the  percentage  of the person  holding such option or warrant but are
not deemed outstanding for computing the percentage of any other person.        

(2) Officer and/or Director                                                     

(3) Includes  137,500 shares of common stock owned by Mr.  Jennings and warrants
to purchase 510,000 shares at $0.13 per share.                                  

(4) Includes 3,270,494 shares of common stock owned by Mr. Giura and warrants to
purchase 210,000 shares at $0.13 per share.                                     

(5) Mr. Held owns no common stock,  but owns warrants to purchase 200,000 shares
at $0.13 per share.                                                             

(6) Includes  2,037,744  shares of common stock owned by Mr. Martin and warrants
to purchase  33,147  shares at $2.00 per share,  warrants  to  purchase  200,000
shares at $0.27 per share,  warrants  to  purchase  510,000  shares at $0.13 per
share and proxy to vote 500,000 shares of stock owned by Negin Martin.          

(7) Mr.  Mesolella owns no common stock,  but owns warrants to purchase  200,000
shares at $0.13 per share.                                                      

(8) Mr. Walsh owns no common stock, but owns warrants to purchase 200,000 shares
at $0.13 per share.                                                             

(9) Includes 3,533,333 shares of common stock owned by the Roberti Jacobs Family
Trust  3,200,000 of which shares were acquired from Gerard M. Jacobs pursuant to
a  litigation  settlement,  warrants to purchase  1,000,000  shares at $0.10 per
share,  warrants to purchase  680,000 shares at $0.10 per share, and warrants to
purchase 1,000,000 shares at $0.13 per share also acquired from Gerard M. Jacobs
pursuant to a litigation settlement.                                            

EXECUTIVE OFFICERS

All  executive  officers are elected by the Board and hold office until the next
Annual  Meeting of  stockholders  and until  their  successors  are  elected and
qualify.                                                                        

EXECUTIVE COMPENSATION

The  following  table sets forth all  compensation  awarded,  earned or paid for
services  rendered in all  capacities to us during that past three fiscal years,
2000, 2001 and 2002 to:                                                         

o Each person who served as our chief executive officer during 2002; and        

o Our other  executive  officers  whose  total  annual  salary and bonus in 2002
exceeded $100,000.                                                              

Summary Compensation Table

                                Annual Compensation     Long Term Compensation

                                                       Securities    All Other
                                                        Underlying  Compensation
Name and Principal Position Year  Salary ($)  Bonus ($) Options (#s)    ($)     

Gerard M. Jacobs            2002        ---          ---         ---       ---  
 Chief Executive Officer  2001        ---          ---         ---       ---
                          2000        ---          ---         ---       ---

John Giura                  2002    113,000 (1)      ---         ---     7,200  
 Vice Chairman of the     2001     90,000 (2)      ---         ---     7,200
Board                       2000    177,058 (3)      ---         ---     9,200  

S. Patrick Martin           2002    132,836       17,164         ---     4,650  
 Chief Executive Officer  2001    103,899          ---         ---     7,200
of Websourced               2000     79,716          ---         ---       ---  

(1) We paid $78,000 of Mr.  Giura's  salary in 2002 and $35,000 was paid by Safe
Environment Corp. of Indiana, one of our subsidiaries at the time.              

(2) We paid $78,000 of Mr.  Giura's  salary in 2001 and $35,000 was paid by Safe
Environment Corp., one of our subsidiaries at the time.                         

(3) Mr. Giura's salary in 2001 was paid by Roli Ink Corp.,  one our subsidiaries
at the time.                                                                    

Option Grants in Last Fiscal Year                                               

The following table sets forth  information  regarding option granted to each of
the named executive officers during the year ended December 31, 2002.           

 Individual Grants

             Percentage of
Number of         Total Options     
          Securities         Granted to      Exercise or
                   Underlying Options   Employees in     Base Price   Expiration
Name                   Granted         Fiscal Year (1)   ($/Sh) (2)      Date   

Gerard M. Jacobs         ---                 ---              ---         ---   

John Giura               ---                 ---              ---         ---   

S. Patrick Martin    200,000               47.00             0.27     2/25/07   

(1) Based on a total of 425,580 shares subject to warrants  granted to employees
of  Websourced,  Inc., and includes all our stock option plans in the year ended
December 31, 2002,  including  options granted to the named executive  officers.

(2) All options were  granted at an exercise  price in excess of the fair market
value of our common stock at the date of grant.                                 

Aggregated  Option  Exercises  in Last  Fiscal Year and Fiscal  Year-End  Option
Values                                                                          

The  following  table sets forth  information  regarding the number and value of
securities  underlying  unexercised  options held by each of the named executive
officers at December 31, 2002.                                                  

                                                        [Enlarge/Download Table]

                                      Number of Securities       Value of Unexercised    
                  Shares             Underlying Unexercised     In-the-Money Options at  
                 Acquired                  Options at           December 31, 2002 (2)    
                    On      Value     December 31, 2002 (1)   Exercisable Unexercisable  
Name             Exercise  Realized  Exercisable Unexercisable                           
                                                                                         
Gerard M.Jacobs      ---     ---           ---        ---           $ ---           $ ---

John Giura           ---     ---           ---        ---             ---             ---

S.Patrick Martin     ---     ---       200,000 (3)    ---             ---             ---


(1) These amounts  represent the total number of shares  subject to options held
by the named executive officers at December 31, 2002.                           

(2) These amounts represent the difference between the exercise price of options
and the closing  bid price of our common  stock on December  31,  2002.  At that
time,  there were no  in-the-money  options due to fact that Mr. Martin's option
exercise prices were at $2.00 and $0.27, respectively, and the closing bid price
of our common stock on December 31, 2002 was $0.08.                             

(3) Among these  options,  33,417 were  granted in 2000 at an exercise  price of
$2.00 per share and 200,000 in 2002 at an exercise price of $0.27 per share.    

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                  

John Giura and S. Patrick Martin have each executed irrevocable Proxies granting
Gerard M.  Jacobs  the right to vote all of his  shares in favor of Mr.  Jacobs'
nominees for our board of  directors,  so long as Gerard M. Jacobs is serving as
our chief executive  officer and so long as John Giura and S. Patrick Martin are
included among Mr. Jacobs' nominees.                                            

During 2001 we entered into a  transaction  with a related  party to lease their
employees.  Employee  leasing is utilized to bring a large  number of  employees
under one workers  compensation  insurance  policy to receive a better rate from
the insurance  carrier.  For each pay period we were billed by Nexus  Management
Solutions  (NMS),  then an affiliate of John Giura,  for the  employees'  wages,
payroll tax liabilities, workers compensation premiums and a management fee. The
total amount paid to NMS in 2001 was $2,098,431. This agreement was discontinued
January 1, 2002.                                                                

During 2001, we leased our corporate  headquarters  from a partnership  which is
owned  and  controlled  by  John  Giura  and  James  Spachman,  each  one of our
stockholders.  The lease was on a month-to-month  term and the rental amount was
$700  per  month.  We  moved  out of the  building  in  February  of  2002.  The
arrangement  has  been  terminated  and we  have  no  liabilities  remaining  in
connection with it.                                                             

Over the past 10 years,  Gerard M. Jacobs and T.  Benjamin  Jennings  have had a
substantial  number of business  relationships.  We expect these close  business
ties to continue  indefinitely.  Gerard M. Jacobs and T.  Benjamin  Jennings are
both members of J&J Investments LLC, and otherwise  frequently  engage in common
business enterprises and common investments.                                    

We have,  along with our subsidiary  Websourced,  Inc.,  borrowed funds from our
stockholders to cover our operating  expenses.  The total outstanding  principal
balance due as of September 30, 2003,  was $438,676.  The details of the portion
of this  principal  balance  borrowed  from  shareholders  who are  officers and
directors as of September 30, 2003, is as follows:                              

Lender                     Amount       Repayment Terms       
S. Patrick Martin          $18,676   No repayment terms       

We have also borrowed  funds from the Roberti  Jacobs Family Trust.  The Roberti
Jacobs  Family  Trust is an  irrevocable  trust.  Gerard M.  Jacobs is neither a
trustee nor a beneficiary of the Roberti  Jacobs Family Trust.  Gerard M. Jacobs
disclaims any beneficial ownership of any of the securities owned by the Roberti
Jacobs Family Trust.  The details of these loans as of September 30, 2003, is as
follows:                                                                        

Lender                     Amount           Repayment Terms   

Roberti Jacobs                                                
         Family Trust               $250,000        13% interest, due 12/15/2003

Roberti Jacobs                                                
        Family Trust               $170,000        13% interest, due 5/15/2004

The Roberti  Jacobs  Family  Trust has acquired  3,200,000  shares of our common
stock and warrants to purchase 1,000,000 shares of our common stock at $0.13 per
share from Gerard M. Jacobs pursuant to a litigation settlement.                

James N. Jennings,  our assistant  secretary and general legal  counsel,  is the
brother of T. Benjamin  Jennings.  Jeffrey S. Martin, an employee of Websourced,
Inc., is the brother of S. Patrick Martin.                                      

 OTHER INFORMATION

Section 16(a) of the  Securities  Exchange Act of 1934 requires our officers and
directors and persons who own more than ten percent of a registered class of our
equity  securities to file reports of ownership  and changes in their  ownership
with the Securities and Exchange Commission,  and forward copies of such filings
to us.  Based on the copies of filings  received by us,  during the most recent 
fiscal year, the  directors,  officers,  and beneficial  owners of more than ten
percent  of our  equity  securities  registered  pursuant  to  Section 12 of the
Exchange Act, have filed on a timely basis,  all required  Forms 3, 4, and 5 and
any amendments thereto.                                                         

 FORM 10-KSB

WE WILL PROVIDE  WITHOUT  CHARGE A COPY OF THE  COMPANY'S  MOST RECENT REPORT ON
FORM 10-KSB, AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION,  UPON WRITTEN
REQUEST TO THE COMPANY'S SECRETARY AT 300 N. MANNHEIM ROAD,  HILLSIDE,  ILLINOIS
60162                                                                           

By Order of the board of directors                          

/s/ Gerard M. Jacobs                                        

Gerard M. Jacobs                                              
President, Chief Executive Officer                            

Hillside, Illinois, December 9, 2003                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEF 14C’ Filing		Date		Other Filings
		6/30/04		10QSB,  10QSB/A
Filed on / Effective on / For Period End:		1/5/04		4,  4/A,  PRE 14C
		12/26/03
		12/9/03		PRE 14C
		11/28/03
		9/30/03		10QSB
		12/31/02		10KSB
		1/1/02
		3/27/01		8-K
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