EXHIBIT 10.2


EMPLOYMENT AGREEMENT


THIS EMPLOYMENT AGREEMENT (this “Agreement”),
effective as of April 22nd, 2005, is by and between PrimaryAds Inc.,
a New Jersey corporation (“PrimaryAds”) and Kenneth M. Harlan, an
individual residing in the State of New Jersey (“Executive”).


WHEREAS, CGI Holding Corporation is a
publicly traded Nevada corporation having its headquarters in the State of
Illinois (“CGI”) and PrimaryAds is a wholly-owned subsidiary of CGI; and


WHEREAS, PrimaryAds desires to employ Executive,
and Executive desires to accept such employment, pursuant to the terms and
conditions set forth below.


NOW, THEREFORE, in consideration of the
foregoing premises and the mutual covenants and agreements contained herein, as
well as for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto, intending to be legally
bound, hereby agree as follows:


1.             Employment.  PrimaryAds hereby employs Executive,
and Executive accepts such employment, in accordance with the terms and
conditions hereinafter set forth.


2.             Duties.  Executive shall be employed as President of
PrimaryAds, at its principal offices at 719 Warfield Rd., North Plainfield, NJ
07063 or at other offices designated by PrimaryAds, subject to such travel as
the rendering of services hereunder may require, and Executive shall perform
and discharge well and faithfully the duties which may be assigned to him from
time to time by the Board of Directors of PrimaryAds (the “Board”) in
connection with the conduct of PrimaryAds’ businesses (the “Business”). Executive
will report directly to the President of CGI and the Chief Operating Officer of
CGI. The duties of Executive shall be those that are customarily performed by a
president of the same or similar title in a company with similar revenues,
together with such duties that may from time to time be requested provided such
additional duties are reasonably related to the scope of employment of Executive.  Notwithstanding the foregoing, the parties
acknowledge and agree that, as President, Executive shall operate PrimaryAds
consistently with Section 7.2 of the Merger Agreement, of even date herewith, by
and among CGI, PrimaryAds Merger Sub, Inc., PrimaryAds, Executive, David J.
Harlan, Steven M. Harlan and Matthew A. Sessanta.


3.             Extent of Services.  Executive shall devote his entire time and
best efforts to the Business and shall not, during the term of this Agreement,
be engaged (whether or not during normal business hours) in any other business
or professional activity; provided, however, that the provisions of this Section
3 shall not be construed as preventing Executive from engaging in a
reasonable level of charitable activities nor investing his personal assets in
businesses which do not compete with CGI, PrimaryAds or the Business, in such
form or manner as will not require any services on the part of Executive in the
operation or the affairs of the companies in which such investments are made
and in which his participation is solely that of a passive investor.


4.             Compensation.  For all services rendered by Executive under
this Agreement, PrimaryAds shall pay Executive for the period from and after
the date of this Agreement through the three year anniversary of the date of
this Agreement, an annual base compensation in an amount equal to two 





















 


hundred fifty thousand
dollars ($250,000). Any raises or bonuses paid to Executive during the term of
his employment shall be solely within the discretion of the Board. Executive shall
be paid in accordance with the customary payroll practices of PrimaryAds,
subject to such deductions and withholdings as may be required by law or agreed
to by Executive. During the term of his employment, Executive shall generally be
entitled to participate in benefit plans or programs which are generally made
available to Vice Presidents of CGI, subject to all of the rules, regulations,
terms and conditions applicable thereto. 
A general summary of CGI’s generally available Vice Presidents benefits
as currently in effect is attached hereto as Attachment A. PrimaryAds shall
have the right at any time to put into place arrangements pursuant to which
some or all of Executive’s compensation and/or benefits set forth above shall
be provided to Executive by or through CGI or other companies affiliated with
CGI and PrimaryAds (rather than directly by PrimaryAds), and Executive shall
fully cooperate with such arrangements and shall promptly sign such documents
and take all such other actions as shall be deemed necessary by the legal counsel
for PrimaryAds in order to facilitate such arrangements, provided that such
arrangements shall not in any event reduce any of the compensation, benefits
and perks to which Executive is entitled under this Agreement as of the signing
hereof.


5.             Term.  This Agreement shall commence on the date
first set forth above and shall continue until the three year anniversary of
the date hereof, unless earlier terminated in accordance with Section 6
of this Agreement.


6.             Termination of Employment.


(a)           Death or Disability of Executive.  The employment of Executive under this
Agreement shall terminate upon his death or, at the option of PrimaryAds, if Executive
shall be prevented from fully performing his duties hereunder as a result of
his disability or illness for a continuous period of one hundred eighty (180)
days, and Executive shall only be entitled to be paid vacation pay and base
salary earned or accrued through the date of termination, and no severance
payment shall be due or payable to Executive in such event.


(b)           By Relocation.  In the event that Executive’s duties require
relocation to another geographic location, Executive declines to accept such
transfer to such other geographic location and a suitable position cannot be
arranged at Executive’s current location (in Executive’s sole discretion), then
Executive’s employment hereunder shall be deemed terminated without cause
effective ninety (90) days after the notice to Executive of the request for
relocation, and Executive shall only be entitled to be paid vacation pay and
base salary earned or accrued through the date of termination, and no severance
payment shall be due or payable to Executive in such event, provided that this
shall not affect Executive’s right to receive any compensation or consideration
under any other Agreement with PrimaryAds or CGI.


(c)           Termination “For Cause”.  PrimaryAds shall have the right to terminate the
employment of Executive under this Agreement “For Cause,” as such term is
defined below, at any time without further liability or obligations to Executive,
excepting only that Executive shall be entitled to be paid vacation pay and
base salary earned or accrued through the date of termination, and no severance
payment shall be due or payable to Executive in such event. For purposes of
this Agreement, “For Cause” shall refer to any of the following events as
determined in the judgment of the Board: (1) Executive’s repeated gross neglect
of or 


 


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negligence
in the performance of his duties; (2) Executive’s failure or refusal to follow
instructions given to him by the Board or the Board of Directors of CGI; (3) Executive’s
repeated violation of any provision of CGI’s or PrimaryAds’ Bylaws or of their
other stated policies, standards, or regulations; (4) Executive being
investigated, indicted, convicted or plea bargaining in regard to any criminal
offense, other than minor traffic violations, based on Executive’s conduct
occurring during the term of this Agreement; or (5) Executive’s violation or
breach of any material term, covenant or condition contained in this Agreement.


(d)           Accrued Salary.  In the event that PrimaryAds or Executive terminates
this Agreement for any reason whatsoever, Executive shall be paid (less all
applicable deductions) all earned and accrued base compensation due to Executive
for services rendered up to the date of termination.


(e)           Severance Payment.  Except in the case of termination pursuant to
Section 6(a) (death or disability of Executive), Section 6(b)
(relocation), or Section 6(c) (For Cause), in the event that PrimaryAds terminates
this Agreement Executive shall be paid on the date of termination a severance
amount equal to all amounts of his annual base compensation, less all
applicable deductions, that would have become due and owing to Executive through
the three year anniversary of the date of this Agreement, as if Executive’s
employment with PrimaryAds had not been terminated prior thereto.


7.             Non-Competition and
Non-Solicitation.


(a)           Executive’s acknowledges that the
services to be performed by him under this Agreement are of a special, unique,
unusual, extraordinary and intellectual character, and the provisions of this Section
7 are reasonable and necessary to protect PrimaryAds’ business.


(b)           In consideration of the foregoing
acknowledgments by Executive, and in consideration of the compensation and
benefits to be paid or provided to Executive by PrimaryAds, Executive covenants
that he will not, during the term of this Agreement and for a period of one (1)
year thereafter, directly or indirectly:


(1)           except
in the course of his employment hereunder, engage or invest in, own, manage,
operate, finance, control, or participate in the ownership, management,
operation, financing, or control of, be employed by, associated with, or in any
manner connected with, any business whose products or services compete in whole
or in part with the products or services of PrimaryAds or CGI existing at the
time Executive’s employment under this Agreement is terminated; provided,
however, that Executive may purchase or otherwise acquire up to (but not more
than) one percent (1%) of any class of securities of any enterprise (but
without otherwise participating in the activities of such enterprise) if such
securities are listed on any national or regional securities exchange or have
been registered under Section 12(g) of the Securities Exchange Act of 1934;


(2)           whether
for Executive’s own account or for the account of any other person, solicit
business of the same or similar type of business then being carried on by PrimaryAds
or CGI, from any person or entity known by Executive to be a customer of 


 


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PrimaryAds or CGI, whether or not Executive
had personal contact with such person or entity during and by reason of Executive’s
employment with PrimaryAds;


(3)           whether
for Executive’s own account or the account of any other person (i) solicit,
employ or otherwise engage as an employee, independent contractor or otherwise,
any person who is or was an employee of PrimaryAds or CGI at any time during
the  term of this Agreement or in any
manner induce or attempt to induce any employee of PrimaryAds or CGI to
terminate his  employment with PrimaryAds
or CGI, or (ii) interfere with PrimaryAds’ or CGI’s relationship with any
person or entity, including any person or entity who at any time during the
term of this Agreement was an employee, contractor, supplier or customer of PrimaryAds
or CGI; or


(4)           at
any time during or after the term of this Agreement, disparage PrimaryAds, CGI
or any subsidiary of CGI, or any of their respective shareholders, directors,
officers, employees or agents.


(c)           If any covenant of this Section 7
is held to be unreasonable, arbitrary or against public policy, such covenant
will be considered to be divisible with respect to scope, time and geographic
area, and such lesser scope, time or geographic area, or all of them, as a
court of competent jurisdiction may determine to be reasonable, not arbitrary
and not against public policy, will be effective, binding and enforceable
against Executive.


(d)           Executive acknowledges and agrees that should Executive transfer
between or among PrimaryAds and any of its affiliated companies including,
without limitation, any parent, subsidiary or other corporately related entity
(a “PrimaryAds Affiliate”) wherever situated, or otherwise become
employed by any PrimaryAds Affiliate, or should he be promoted or reassigned to
functions other than the duties set forth in this Agreement, or should Executive’s
compensation and benefit package change (either higher or lower), the terms of
this Section 7 shall continue to apply with full force.


(e)           In the event Executive employment is
terminated by PrimaryAds other than pursuant to Section 6(a), Section
6(b), or Section 6(c), Executive may, in his sole discretion, elect
to waive any severance payment which may otherwise be due and owing to Executive
pursuant to Section 6(e) above in exchange for PrimaryAds’ agreement
that the restrictions of Section 7(b)(1) shall be deemed null and void
and unenforceable against Executive and PrimaryAds shall not attempt to enforce
the same.


(f)            Executive agrees and acknowledges that PrimaryAds does
not have an adequate remedy at law for the breach or threatened breach by Executive
of this Section 7 and agrees that PrimaryAds may, in addition to the
other remedies which may be available to it under this Agreement, file suit in
equity to enjoin Executive from such breach or threatened breach.


8.             Certain
Representations.  Executive acknowledges
that as a publicly traded company functioning under the recently enacted
Sarbanes-Oxley Act, CGI and its subsidiaries including PrimaryAds are subject
to close scrutiny regarding their activities, internal financial controls, and
public comments and disclosures. To appropriately protect CGI and its
subsidiaries including PrimaryAds, Executive expressly acknowledges and agrees
as follows:


 


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(a)           Executive’s employment by PrimaryAds shall be full-time
employment. Except as expressly  provided
herein, during the period of such employment by PrimaryAds, Executive shall not
have, provide or perform any work, advice, assistance, consultation, analysis,
input, participation, or interest whatsoever (including but not limited to any
financial interest, direct or indirect, legal or beneficial) in or for the
benefit of any corporation, partnership, joint venture, limited liability company,
sole proprietorship, or any other entity whatsoever, whether for-profit or
non-profit and regardless of whether or not such entity competes against the
Business, excepting volunteer activities for local churches or schools and
passive real estate investments or investments in publicly traded stocks
provided that such volunteer activities and investments do not interfere with
the performance of Executive’s work for PrimaryAds.


(b)           During and following any termination of Executive’s employment
by PrimaryAds for any reason and under any circumstances whatsoever:


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


(2)           Executive shall
refrain from making public or private disparaging remarks regarding the
Business, PrimaryAds, CGI, any subsidiary of CGI or their respective officers,
directors, employees or shareholders, or CGI’s common stock.


(c)           Executive further represents, warrants and covenants as
follows:


(1)           that Executive is
not subject to any contract, non-compete agreement, decree or injunction which
prohibits or restricts his performance of the duties set forth herein with PrimaryAds,
the continued operation of PrimaryAds’ business or the expansion thereof to
other geographical areas, customers and suppliers or lines of business ;and


(2)           that no claims or
lawsuits are pending at the time of this Agreement against Executive or any
corporation or other entity wherein he was or is an officer or director.


(d)           If during the period of his employment by PrimaryAds, Executive
violates this Section 8 or any of the representations, warranties and
covenants made by Executive in this Section 8 prove to be false, then
following discovery of the violation or falsehood, Executive shall immediately
pay and turn over to PrimaryAds any and all software, software programs, other
work product, copyrights, domain names, contract rights, accounts receivable,
cash, stock, options, warrants, membership interests, other interests, salary,
bonuses, royalties, commissions, fees and any and all other assets,
consideration and compensation of any nature whatsoever which has been obtained
by Executive or any of his immediate family members or affiliates (directly or
indirectly, legally or beneficially) in regard to such violation.


9.             Nondisclosure
of Proprietary Information.  Executive
shall not, either during or after his employment with PrimaryAds, disclose to
anyone outside PrimaryAds or use other than for the purpose of the Business,
any Proprietary Information or any information received in confidence by 


 


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PrimaryAds from any third party. For purposes of
this Agreement, “Proprietary Information” is information and data, whether in
oral, written, graphic, or machine-readable form relating to PrimaryAds’ past,
present and future businesses, including, but not limited to, computer
programs, routines, source code, object code, data, information, documentation,
know-how, technology, designs, procedures, formulas, discoveries, inventions,
trade secrets, improvements, concepts, ideas, product plans, research and
development, personnel information, financial information, customer lists and
marketing programs and including, without limitation, all documents marked as
confidential or proprietary and/or containing such information, which PrimaryAds
has acquired or developed and which has not been made publicly available by PrimaryAds
or by third parties in a manner that is not in violation of any written
agreement to not disclose such information or materials.


10.           Return
of Documents.  Upon the termination
of Executive’s employment with PrimaryAds or upon the earlier request of PrimaryAds,
Executive shall return to PrimaryAds all materials belonging to PrimaryAds,
including all materials containing or relating to any Proprietary Information
in any written or tangible form that Executive may have in his possession or control.


11.           Ownership
of Work Product.  Executive
hereby assigns to PrimaryAds his entire right, title and interest in all “Developments”.  “Developments” means any idea,
invention, design of a useful article (whether the design is ornamental or
otherwise), computer program including source code and object code and related
documentation, and any other work of authorship, or audio/visual work, written,
made or conceived solely or jointly by Executive during Executive’s employment
with PrimaryAds, whether or not patentable, subject to copyright or susceptible
to other forms of protection that relate to the actual or anticipated businesses
or research or development of PrimaryAds, or are suggested by or result from
any task assigned to Executive or work performed by Executive for or on behalf
of PrimaryAds. Executive acknowledges that the copyrights in Developments
created by him in the scope of his employment belong to PrimaryAds by operation
of the law, or may belong to a customer of PrimaryAds pursuant to a contract
between PrimaryAds and such customer. In connection with any of the
Developments assigned above, Executive agrees to promptly disclose them to PrimaryAds,
and Executive agrees, on the request of PrimaryAds, to promptly execute
separate written assignments to PrimaryAds and to do all things reasonably
necessary to enable PrimaryAds to secure patents, register copyrights or obtain
any other forms of protection for Developments in the United States and in
other countries. In the event PrimaryAds is unable, after reasonable effort, to
secure Executive’s signature on any letters patent, copyright or other
analogous protection relating to a Development, whether because of Executive’s
physical or mental incapacity or for any other reason whatsoever, Executive irrevocably
designates and appoints PrimaryAds and its duly authorized officers and agents
as his agents and attorneys-in-fact to act for and in his behalf and stead to
execute and file any such application or applications and to do all other
lawfully permitted acts to further the prosecution and issuance of letters
patent, copyright or other analogous protection thereon, with the same legal
force and effect as if executed by Executive. PrimaryAds, its subsidiaries,
licensees, successors and assigns (direct or indirect), are not required to
designate Executive as the inventor or author of any Development, when such
Development is distributed publicly or otherwise. Executive waives and
releases, to the extent permitted by law, all of his rights to such designation
and any rights concerning future modifications of such Developments.


12.           Possession
of Other Materials.  Executive represents
that he will not use in the performance of Executive’s responsibilities for PrimaryAds,
any materials or documents of a former employer which are not generally
available to the public or which did not belong to Executive, unless Executive has



 


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obtained written authorization from the former
employer or other owner for their possession and use and provided PrimaryAds with
a copy thereof


13.           Assignment.  This Agreement may not be assigned by Executive
under any circumstances. This Agreement may be assigned by PrimaryAds, or to
any successor of PrimaryAds in connection with a merger, consolidation, or sale
of all or substantially all of the assets of PrimaryAds or CGI, so long as such
assignee assumes all of PrimaryAds’ obligations hereunder.


14.           Notices.  Any notice required or permitted to be given
under this Agreement shall be sufficient if in writing and sent by registered
or certified mail, return receipt requested, to the following address:




	
  To Executive:

  	
   

  	
  Mr. Kenneth M. Harlan

  
	
   

  	
   

  	
  719 Warfield Rd.

  
	
   

  	
   

  	
  North Plainfield, NJ 07063

  
	
   

  	
   

  	
   

  
	
  To PrimaryAds:

  	
   

  	
  Think Partnership Inc.

  
	
   

  	
   

  	
  Attention: Chief Executive
  Officer

  
	
   

  	
   

  	
  5 Revere Drive, Suite 510

  
	
   

  	
   

  	
  Northbrook, IL 60062

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  WebSourced, Inc.

  
	
   

  	
   

  	
  Attention: President

  
	
   

  	
   

  	
  300 Perimeter Drive, Suite D

  
	
   

  	
   

  	
  Morrisville, NC 27560

  






 


or to such other address as either Executive
or CGI may give to the other from time to time by written notice in the manner
set forth above.


15.           Waiver of Breach.  Any waiver by PrimaryAds or Executive of a
breach of any provision of this Agreement by the other party shall not operate
or be construed as a waiver of any subsequent breach by the other party.


16.           Choice of Law, Jury Waiver.  This Agreement shall be
deemed to have been made in the State of Illinois, and shall take effect as an
instrument under seal within Illinois. 
The validity, interpretation and performance of this Agreement, and any
and all other matters relating to Executive’s employment and separation of
employment from PrimaryAds shall be governed by, and construed in accordance
with the internal law of Illinois, without giving effect to conflict of law
principles. Both parties agree that any action, demand, claim or counterclaim
(jointly “Action”) relating to (i) Executive’s employment and
separation of his employment, and (ii) the terms and provisions of this
Agreement or to its breach, shall be commenced in Illinois in a court of
competent jurisdiction. Both parties further acknowledge that venue shall
exclusively lie in Illinois and that material witnesses and documents would be
located in Illinois. Both parties further agree that any Action shall be tried
by a Judge alone, and both parties hereby waive and forever renounce the right
to a trial before a civil jury.


17.           Entire Agreement.  This Agreement contains the entire agreement
of the parties regarding the subject matter hereof and supersedes all prior or
contemporary agreements or understandings, whether written or oral with respect
thereto. 
This Agreement may be changed only by an agreement in writing 


 


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signed by the
party against whom enforcement of any waiver, change, modification, extension or discharge is sought. Failure to insist upon
strict compliance with any provision of this Agreement shall not be deemed a
waiver of such provision or of any other provision in the Agreement.


18.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one and the same instrument.


 


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


	
  EXECUTIVE:

  	
  PRIMARYADS INC. 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gerard M. Jacobs 

  
	
  /s/ Kenneth M. Harlan

  	
   

  	
   

  	
  Gerard M. Jacobs

  
	
  Kenneth M.
  Harlan

  	
   

  	
  Title:

  	
  Chairman

  



 


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Attachment
“A”


Summary
of CGI’s Vice Presidents’ Benefits as of April, 2005


	
  1.

  	
   

  	
  Medical insurance where a PPO or HMO plan
  is offered

  
	
  2.

  	
   

  	
  Dental and vision insurance

  
	
  3.

  	
   

  	
  Fifteen (15) vacation days per year

  
	
  4.

  	
   

  	
  Ten (10) paid holidays per year

  
	
  5.

  	
   

  	
  Company paid supplemental policies
  including Accident, Personal Recovery, Disability and Cancer insurance

  
	
  6.

  	
   

  	
  Short Term Disability coverage

  
	
  7.

  	
   

  	
  Company paid Long Term Disability

  
	
  8.

  	
   

  	
  Company paid executive life insurance plan
  with a death benefit of five times Executive’s annual salary up to a maximum
  of $500,000.00

  



 


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