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Think Partnership Signs Letter of Intent to Acquire Member's Edge, LLC, a Provider of Value-Added Consumer Services

Posted on: Tuesday, 9 August 2005, 09:00 CDT

Reaching Consumers Through Internet Sites and Telemarketing, Member's Edge Generates Recurring Revenues from Monthly Membership Fees

CGI Holding Corporation, which plans to seek shareholder approval to change its name to Think Partnership Inc. (AMEX: THK) (the "Company"), today announced that the Company has entered into a letter of intent to acquire privately held Member's Edge, LLC ("Member's Edge"), a Delaware limited liability company.

Member's Edge currently provides the Family Discount Network and Member's Edge Voicemail, two membership-based programs that offer an array of consumer services. Through the Family Discount Network, members are provided with a customizable email service as well as online access to savings on many products and services, including vision, chiropractic, legal, pharmacy, automotive, entertainment, medical and grocery services. Member's Edge Voicemail is a voice mail service that can be used by friends, family members and business associates, with features including toll-free access as well as an email forwarding option. Member's Edge also expects to introduce identity theft protection services, which will allow consumers to monitor their credit at the three major credit bureaus in the United States.

The letter of intent contemplates that THK will acquire Member's Edge for an upfront consideration of $6.5 million, half in cash and half in common stock of the Company, plus certain earnout payments based upon the aggregate pre-tax earnings of Member's Edge during the first 12 full calendar quarters following the closing. Subject to the completion of audits, the Company expects the pre-tax income of Member's Edge for the 12 months ended June 30, 2005, to be approximately $1.5 million. The Company expects sales, marketing and operational synergies with its other subsidiaries such as PrimaryAds and WebSourced to fuel additional growth through leveraging online affiliate and search marketing. Closing of the transaction is subject to a number of conditions including a due diligence investigation and audit of Member's Edge, a financing contingency, Board of Director approvals and other closing conditions.

Joshua Jagid, the president and CEO of Member's Edge, will continue to manage the business following the closing.

"Our core competency is the design, development and marketing of consumer based membership programs," said Joshua Jagid, president and CEO of Member's Edge. "We have leveraged our direct marketing experience in order to bring our products to consumers. We are focused on providing valuable services to our members at a reasonable cost, and we look forward to the opportunities that Think Partnership may offer Member's Edge through this merger."

Gerard M. Jacobs, president and CEO of Think Partnership, stated, "Member's Edge has a profitable, scalable Internet marketing business with an entrepreneurial management team led by Joshua Jagid that is enthusiastic about staying on and growing the business within our family of companies."

Scott Mitchell, CEO of the Company's Cherish subsidiary who led the negotiations on behalf of Think Partnership in this transaction, stated, "What really attracted us to Member's Edge is that they have a strong track record of success. They are very effective and highly innovative in their approaches to marketing their products online."

This transaction was initiated by Michael Jenkins of Precision Play Media.

The Company has begun doing business under the name "Think Partnership Inc." and will seek formal shareholder approval to change its legal name to Think Partnership Inc. The Company is based in Northbrook, Ill. (see www.thinkpartnership.com) and currently has nine subsidiaries: WebSourced, Inc., Morrisville, N.C., 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, 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); Cherish, Inc., Clearwater, Fla., a leading online dating company (see www.cherish.com); Ozona Online Network, Inc., Clearwater, Fla., 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); KowaBunga! Marketing, Inc., Westland, Mich., providing Internet marketing software technologies, including software for affiliate marketing, search engine marketing and opt-in email marketing (see www.kowabunga.com); PrimaryAds Inc., North Plainfield, N.J., a leading provider of affiliate marketing services that connects Web site publishers with online advertisers (see www.PrimaryAds.com); and Real Estate School Online Inc., Miami, Fla., a leader in online education (see www.RealEstateSchoolOnline.com). The Company has also entered into an agreement to merge with privately-held Meandaur, Inc. d/b/a Proceed Interactive, a full service marketing and communications agency with a core competency in search marketing, which has offices in Chicago, Dallas and Los Angeles (see www.proceedinteractive.com); and has signed letters of intent to acquire Vintacom Media Group, Inc., Edmonton, Alberta Canada, a leading online dating company (see www.Vintacom.com); Morex Marketing, LLC, a major marketer to expectant parents (www.babytobee.com); and Member's Edge, LLC, a provider of value-added consumer services.

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. For a discussion of these risks, see the Company's report on Form 10-QSB for the quarter ended March 31, 2005 under the section headed "Management Discussion and Analysis or Plan of Operation - Risk Factors." 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 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.

Source: Business Wire

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