Think Partnership Terminates Two Potential Acquisitions.

NORTHBROOK, Ill. -- Company cites unfulfilled conditions to the Proceed Interactive merger, and the willingness of Member's Edge to consider a competing offer from a third party

CGI Holding Corporation d/b/a Think Partnership Inc. ("THK" or the "Company") (AMEX:THK) announced that it has terminated its proposed acquisitions of Meandaur, Inc. d/b/a Proceed Interactive ("Proceed") and of Member's Edge, LLC. ("Member's Edge").

The Company entered into a merger Agreement with Proceed dated December 23, 2004. The merger Agreement was amended on February 15, 2005, to extend the closing date for the merger until August 31, 2005. The Company terminated the merger Agreement because certain conditions to the closing of the merger were not fulfilled, including the requirement that Proceed deliver audited financial statements to the Company.

Gerard M. Jacobs, the Chief Executive Officer of Think Partnership, stated, "We are not willing to compromise our acquisition process. Notwithstanding our high regard for the owners of Proceed Interactive, it has become clear that the conditions to the closing of Think Partnership's proposed merger with Proceed will not be fulfilled, so we have made the decision to move on."

The Company entered into a letter of intent to acquire Member's Edge dated July 29, 2005. The Company and Member's Edge have terminated the letter of intent because of the willingness of Member's Edge to consider a competing offer from a third party during a purportedly exclusive negotiation period. Member's Edge has agreed to make a payment to the Company to cover certain costs incurred by the Company in connection with the terminated letter of intent.

Scott P. Mitchell, the President of Think Partnership, stated, "Acquisitions are difficult enough to consummate, without the distraction of a third party interfering with our due diligence investigation process. Rather than renegotiating the terms of the Member's Edge transaction, we preferred to terminate the letter of intent, recoup our costs, and continue our on-going discussions with other equally or more compelling potential acquisition candidates."

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 signed letters of intent to acquire: Vintacom Media Group, Inc., Edmonton, Alberta Canada, a leading online dating company (see www.Vintacom.com); and Morex Marketing, LLC, a major marketer to expectant parents (see www.babytobee.com).

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.