Think Partnership’s PrimaryAds Subsidiary Files Motion to Enforce Consent Decree

NORTHBROOK, Ill.–(BUSINESS WIRE)–Aug. 29, 2005–CGI Holding Corporation d/b/a Think Partnership Inc. ("THK" or the "Company") (AMEX:THK – News) announced that its PrimaryAds Inc. subsidiary has filed a motion in the Court of Common Pleas in Pittsburgh, PA, seeking immediate enforcement of a Consent Decree issued June 24, 2005 in connection with PrimaryAds’ prior litigation against Direct Response Technologies, Inc. ("DRT").

The Consent Decree specifically requires that DRT return PrimaryAds’ Business Information and Data in a mutually-agreeable format. In its motion, PrimaryAds claims that DRT has violated the Consent Decree by refusing to return three items specifically delineated in the Consent Decree — PrimaryAds’ customers’ IDs, Codes, and URL Tracking information — and states that there is absolutely no basis for DRT’s belated claim that the above information is "confidential and proprietary". To the contrary, this information – which relates solely to PrimaryAds’ clients – is publicly available and is no way proprietary. PrimaryAds’ motion requests the Court to enter an immediate Order against DRT enforcing the Consent Decree.

Gerard M. Jacobs, the Chief Executive Officer of Think Partnership, stated, "The Consent Decree is crystal clear and the evidence that Direct Response Technologies has refused to comply with the Consent Decree is equally clear. We expect the court to recognize DRT’s behavior for what it is: a futile effort by DRT to try to stall and impede PrimaryAds’ transition to our KowaBunga! subsidiary’s competing affiliate network software. Jason Wolfe and DRT should have thought all this through before they launched their ill-conceived scheme to try to force Think Partnership to shackle KowaBunga! from competing against DRT. America is all about competition, but some people just have to learn that the hard way."

Kenneth Harlan, the Chief Executive Officer of Think Partnership’s PrimaryAds Inc. subsidiary, stated, "This information is not only vitally important to PrimaryAds’ business and our customers, it is also our business information, as acknowledged on numerous occasions by DRT. For example, DRT’s own website expressly admits that ALL data collected by the DRT system belongs to PrimaryAds. Rather than simply comply with the Court’s directive, DRT has proposed to "scramble the data" of our business information to the point where it would no longer be helpful or useful to anyone — including our company. DRT was previously ordered to preserve this precise information — in the precise format — which PrimaryAds now seeks. We will not allow DRT or anyone else to affect the superior level of service we provide our customers."

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 (see www.babytobee.com); and Member’s Edge, LLC, a provider of value-added consumer services, (see www.membersedgellc.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 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.