Think Partnership Acquires Real Estate School Online Inc.

Business Broker Russell Cohen

954-646-76511-800-BIZ-BROKER

Think Partnership Acquires Real Estate School Online Inc.

NORTHBROOK, Ill.–(BUSINESS WIRE)–July 18, 2005–In a move that will make
CGI Holding Corporation d/b/a Think Partnership Inc. (the "Company")
(AMEX: THK – News) a major player in the growing field of online education,
the Company today announced that it has closed its acquisition of Real Estate
School Online Inc. ("Real Estate School Online").

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Located in Miami, Fla., Real Estate School Online is a leading provider of
online education products and services specializing in delivery of fully accredited
real estate licensing and continuing education courses. Already an industry
leader in Florida, Real Estate School Online has begun expanding its services
to other states. Perry Johannesburg, the president of Real Estate School Online,
will continue to serve in that capacity following the merger.

The Company has acquired all of the stock of Real Estate School Online in
exchange for $2.2 million in cash and CGI common stock with an aggregate value
of $2.2 million. Former shareholders of Real Estate School Online will also
be entitled to a one-time cash payment of up to $500,000 if the pre-tax earnings
of Real Estate School Online exceed specified targets during the first twelve
full calendar quarters following the closing. The merger is expected to be
immediately accretive to the earnings of Think Partnership.

Gerard M. Jacobs, the Company’s CEO, stated, "Real Estate School Online
is a growing and highly profitable company with a very scalable business model.
While we plan to expand the Real Estate School Online services to other states,
we expect Real Estate School Online to realize over $1.6 million of pre-tax
income over the next twelve months without the benefit of our expansion plans
or the leverage that the marketing power of other Think subsidiaries will provide.
Perry Johannesburg is a very smart entrepreneur who is a great fit for our
growing partnership."

Scott Mitchell, the CEO of the Company’s Cherish subsidiary, added, "This
merger is very much in line with Think Partnership’s strategy of bringing onboard
companies that demonstrate consistent, strong performance and that offer unique
approaches to online services. Perry Johannesburg’s vision and leadership will
serve as great assets to the parent company and help assure continued growth
and profitability."

"Real Estate School Online has experienced tremendous growth of late
and will one day have a national presence," said Perry Johannesburg, president
of Real Estate School Online. "Realizing synergies with the many Think
Partnership companies will position us well to make that reality happen sooner
than if we were going it alone. We fielded purchase offers from many suitors,
but in the end Think Partnership was the best fit in terms of scope, expertise
and complementary services."

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. later in 2005. 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, NJ, a
leading provider of affiliate marketing services that connects website 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,
Ill., Dallas, Texas and Los Angeles, Calif. (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); and
Morex Marketing Group LLC, a New York-based limited liability company and parent
company of Internet Web site 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 March
31, 2005 under the section headed "Management’s Discussion and Analysis
of Financial Condition and Results of Operations — 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 contained herein
represent the judgment of the Company as of the date of this press release,
and the Company expressly disclaims any intent, obligation or undertaking to
update or revise such 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.


Contact:
For CGI Holding Corporation:
WordSmith Communications
Glenna Musante, 800-849-2118, ext. 126
gmusante@marketsmart.net


Source: CGI Holding Corporation


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