CGI Holding Corporation Acquires KowaBunga! Marketing, a Leading Affiliate Software Provider

(2005-03-17)

CGI Holding Corporation, which plans to seek shareholder approval to change its name to Think Partnership Inc. (AMEX: THK - News; "Company"), today announced that the Company has acquired KowaBunga! Marketing, Inc. ("KowaBunga"), a provider of Internet marketing software technologies, including software for affiliate marketing, search engine marketing and opt-in email marketing (see www.kowabunga.com). The terms of the transaction were not disclosed.



Based in Westland, MI, KowaBunga has grown steadily since its inception in 1996, by offering innovative, cutting edge technology combined with world-class support and customer service. KowaBunga currently services over 2,000 merchants with their My Affiliate Program Tracking and Management solution and thousands of affiliates with their newly released Kolimbo Affiliate Network (www.Kolimbo.com). Todd Farmer, the founder of KowaBunga, will continue to lead the business following the merger.

Along with their affiliate marketing products, KowaBunga offers internet marketing software and service packages including a permission-based email marketing suite, a website personalization and marketing automation product, an automated PPC keyword bid management program and a multi-channel referral management solution.

Todd Farmer, the CEO of KowaBunga, stated, "Merging with Think Partnership and their impressive family of companies offers KowaBunga an unprecedented opportunity for growth and development. We see this merger as a synergistic partnership that will allow us to reach a wide variety of new clients while offering the other Think Partnership companies custom technology solutions."

Gerard M. Jacobs, the Company`s CEO, stated, "This transaction emphasizes Think Partnership`s commitment to state-of-the-art technology and innovation in the affiliate marketing sector. Think Partnership is very fortunate to have new partners of the caliber of Todd Farmer and his team at KowaBunga."

Scott Mitchell, the CEO of Cherish, Inc., the Company`s online dating businesses, added, "KowaBunga represents what we consider to be the gold-standard in affiliate marketing solutions. KowaBunga`s powerful suite of marketing technologies and their exceptional reputation as an online marketing services company operating with the utmost level of integrity is clearly a natural fit with Think Partnership. Affiliate marketing continues to be one of the fastest growing revenue generating channels for companies of all sizes. Think Partnership is committed to strengthening its capacity as a leading affiliate marketing company."

Steven "Pat" Martin, the CEO of the Company`s WebSourced subsidiary, added, "KowaBunga`s extensive range of online marketing software will be a tremendous asset as we expand our services to become a world leader in affiliate marketing. With WebSourced`s proven history in providing world-class marketing services to its clients, the addition of KowaBunga`s software solutions will allow us to continue to provide the highest level of support."

Until the Company`s name change is approved by shareholders, CGI Holding Corporation intends to d/b/a Think Partnership Inc. The Company is based in Lake Bluff, Ill. (see www.cgiholding.com) and currently has seven 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); and KowaBunga! Marketing, Inc., Westland, MI, providing Internet marketing software technologies, including software for affiliate marketing, search engine marketing and opt-in email marketing (see www.kowabunga.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 a letter of intent to acquire PrimaryAds Inc., a leading provider of affiliate marketing services that connects website publishers with online advertisers (see www.PrimaryAds.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. Other factors that could cause the Company`s actual activities, results or performance to differ materially include risks and uncertainties relating to: limited operating history; new business model; historical losses; volatile stock price; difficulty of identifying and closing acquisitions; potential dilution; difficulty integrating acquisitions; difficulty managing growth; availability of skilled labor; dependence on key personnel; lack of long-term contracts; lack of brand awareness; dependence on Internet and telecommunications infrastructure; regulations; dependence on Internet and search engines; competition; future of search engine optimization; taxation; numerous online dating industry risks; need to attract paying members; member acquisition costs; rapid technological change; service interruptions; dependence on affiliates and third party providers; information liability; hurricanes and other catastrophes; issues regarding adult content; physical and emotional safety of users; security breaches; viruses; credit card fraud; protection of intellectual property; insider control; no dividends; provisions of Nevada law; and other factors and risks discussed in the Company`s filings with the Securities and Exchange Commission. 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:
WordSmith Communications
Glenna Musante
800-849-2118, ext. 126
gmusante@marketsmart.net



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