Think Partnership Signs Letter of Intent to Acquire Majority Interest in Crystal Reference Systems, the U.K.-Based Developer of an Innovative, Scalable, Patented ``Contextual Search'' Technology.

NORTHBROOK, Ill. -- THK expects to significantly improve the search capabilities of its WebSourced subsidiary and reduce operating costs by using Crystal Semantics' ground-breaking technology that harnesses human linguistic intuition

CGI Holding Corporation d/b/a Think Partnership Inc. ("THK") (AMEX:THK) (AMEX:THK - News; the Company) today announced that the Company has entered into a letter of intent to acquire a majority interest in privately held Crystal Reference Systems Limited ("Crystal Reference Systems") and its trading divisions, Crystal Semantics ("Crystal Semantics") (see www.CrystalSemantics.com), and Crystal Reference ("Crystal Reference") (see www.CrystalReference.com). Based in Holyhead, North Wales, U.K., Crystal Reference Systems is an Internet content and search technology company that was founded in 2001 by managing director Ian Saunders and Dr. David Crystal, a world authority in linguistics and one of the world's foremost authorities on language.

Crystal Reference possesses a substantial portfolio of reference and lexical intellectual property and has provided reference material and online content for many major publishers including Penguin Books, Webster Publishing, A&E Television Network and its Biography and History channels, as well as its Biography.com Web site, and is one of the fastest growing online content publishers in Europe.

Crystal Semantics is a worldwide leader of contextual online marketing solutions and developed Textonomy, the world's first Sense Engine Technology that is already patented in the United States and the United Kingdom. Unlike current search technologies, which are based solely on statistical algorithms, Textonomy uses techniques from linguistic science to determine the semantic relationships between words and the contexts in which they occur. The Textonomy suite of products includes solutions for search and navigation, e-commerce and contextual advertising.

Think Partnership Chairman T. Benjamin Jennings stated, "Crystal Semantics' Textonomy is a unique technology differentiator that will dramatically enhance the effectiveness and scalability of our WebSourced subsidiary's search engine optimization services, improving back-end efficiencies in the neighborhood of 30 percent or more. In addition, we expect that Crystal Semantics - working in conjunction with search marketing expert Mike Grehan of our existing Smart Interactive operation in the Northern U.K., and with London-based Web Diversity, which we plan to acquire - will further expand our search marketing sales in Europe."

Scott P. Mitchell, president of Think Partnership, stated, "This highly defensible patented technology will have an extreme impact on the competitive position of several of our subsidiaries. Integrating the Sense Engine technology into many of our search engine marketing processes such as keyword analysis and expansion, as well as taking advantage of obvious automation opportunities, will transform our product offerings at WebSourced into the next generation of natural optimization and paid search marketing services. Leveraging this new technology in our Primary Ads and KowaBunga! affiliate marketing subsidiaries will enable us to scale and improve our ability to match offers and merchants with more relevant publishers and marketers, and streamline our efforts to recruit new affiliates."

The letter of intent contemplates that THK will acquire 51 percent of Crystal Reference Systems for an upfront consideration of 810,000 British Pounds in cash and THK common stock worth 90,000 British Pounds valued at the closing. THK will have an option to purchase the remaining 49 percent for 90,000 British Pounds in cash and THK common stock worth 810,000 British Pounds valued at the time of option exercise. The purchase option will expire on the earlier of the fifth anniversary of the closing or 180 days after the end of the first calendar year during which Crystal Reference Systems earns a pre-tax income at least 500,000 British Pounds. The purchase option price will be subject to a partial reduction in the event that Crystal Reference Systems for any reason does not meet or exceed certain pre-tax earnings representations. Closing of the transaction is subject to a number of conditions including a due diligence investigation and audit of Crystal Reference Systems, a financing contingency, Board of Director approvals, and other closing conditions.

Crystal Reference Systems Chairman Dr. David Crystal, said, "We are genuinely excited about working with Think Partnership, and initiating a new era of relevance, coherence, and accuracy in the search and advertising sectors. We also look forward to enhancing the competitive advantage of the Think Partnership portfolio of companies through the use of our proprietary technology. In addition, we will be working with Think Partnership to develop new and exciting opportunities in the online education sector, exploiting the vast range of content from our Crystal Reference division."

Crystal Reference Systems Managing Director Ian Saunders said, "Since the launch of our patented Sense Engine technology, we have received considerable interest from search engines, online advertising companies and venture capitalists, as well as being courted by potential acquirers. We planned to expand our operations into the United States, but thought we would have to forge our own path. However, when we met with the Think Partnership team, we soon realized that the unique combination of their experience, the ideology of the company, and the composite strength of their portfolio companies, made a merger between our organizations too good an opportunity to miss."

The "Sense Engine" that drives Textonomy is the outcome of an eight-year and $8 million development program in search linguistics that began in 1986 with Dr. Crystal, who is honorary professor of linguistics at the University of Wales, Bangor, and formerly professor of linguistic science at the University of Reading. He has written over 100 books on linguistics and English language studies, and in 1995 was awarded an Order of the British Empire for services to the English language. He wrote both the Cambridge Encyclopedia of Language (2nd edn 1997) and the Cambridge Encyclopedia of the English Language (2nd edn 2003).

George Douaire, chief operating officer of Think Partnership, who is leading product enhancements at WebSourced, the world's largest search engine optimization company, welcomed the addition of Crystal Semantics' technology. "Textonomy delivers significantly more accurate and powerful Internet search results," Douaire said. "By applying human 'senses' and concepts that current algorithms, semantic systems and other statistical techniques cannot match, Textonomy uniquely uses human linguistic intuition, tapping into the semantic relationships between words and the contexts in which they occur. This is a revolutionary technology advance for all of our companies. Think Partnership is expanding its global presence by acquiring another cutting-edge Internet leader in search."

This transaction was initiated by Think Partnership Director Xavier Hermosillo.

The Company has been 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 e-mail 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 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 (see www.babytobee.com); and Web Diversity Limited, a London-based leader in paid search management and organic search (see www.webdiversity.co.uk).

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 June 30, 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.