SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )

Think Partnership Inc.

(Name of Issuer)

Common Stock, $0.001 par value per share

(Title of Class of Securities)

88409N101

(CUSIP Number)

Nolan S. Taylor

Dorsey & Whitney LLP

170 South Main Street, Suite 900

Salt Lake City, Utah 84101

(801) 933-7360

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 23, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

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CUSIP No. 88409N101

1.	Names of reporting persons: I.R.S. Identification Nos. of above persons (entities only):
	Robert Brady Whittingham
2.	Check the appropriate box if a member of a group:
	(a)  ¨
	(b)  ¨
3.	SEC use only:
4.	Source of funds:
	OO (See Response to Item 3)
5.	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)	¨
6.	Citizenship or place of organization:
	United States of America

Number of shares beneficially owned by each reporting person with:	7.  Sole voting power:
	3,764,8871
	8.  Shared voting power:
	9.  Sole dispositive power:
	3,764,8871
	10.  Shared dispositive power:

11.	Aggregate amount beneficially owned by each reporting person:
	3,764,8871
12.	Check if the aggregate amount in Row (11) excludes certain shares	x
13.	Percent of class represented by amount in Row (11):
	7.7%
14.	Type of reporting person:
	IN

¹ Includes 45,000 shares of common stock that Mr. Whittingham may obtain upon the exercise of warrants held by him. The first warrant covering 15,000 shares is exercisable beginning on May 23, 2007; the second warrant covering 15,000 shares is exercisable beginning on May 23, 2008, and the third warrant covering 15,000 shares is exercisable beginning on May 23, 2009. Mr. Whittingham disclaims beneficial ownership of these shares of common stock until such time as he is deemed the beneficial owner of these shares pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, as amended. See Item 4 for a further description of the warrants.

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Item 1. Security and Issuer:

This Statement on Schedule 13D (this “Statement”) relates to the common stock, $0.001 par value per share (the “Shares”), of Think Partnership Inc., a Nevada corporation (the “Issuer”). The principal executive office of the Issuer is 5 Revere Drive, Suite 510, Northbrook, Illinois, 60062.

Item 2. Identity and Background:

(a) This Statement is filed by Robert Brady Whittingham.

(b) The business address of Mr. Whittingham is 437 East, 1000 South, Pleasant Grove, UT 84062.

(c) Mr. Whittingham is the President of iLead Media LLC (f/k/a THK LLC), a wholly-owned subsidiary of the Issuer.

(d) During the past five years, Mr. Whittingham has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, Mr. Whittingham has not been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction and Mr. Whittingham is not subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Mr. Whittingham is a citizen of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration:

On May 23, 2006, the Issuer, iLead Acquisition Sub, Inc. (“Acquisition Sub”), a wholly-owned subsidiary of the Issuer, THK LLC, a wholly-owned subsidiary of the Issuer, iLead Media, Inc. (“iLead Media”) and Brady Whittingham, David Nelson and Robert Seolas, the shareholders (the “Shareholders”) of iLead Media, completed a merger pursuant to the terms of an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”). On that date, Acquisition Sub merged with and into iLead Media, with iLead Media remaining as the surviving entity and wholly-owned subsidiary of the Issuer (the “Initial Merger”). The Initial Merger was subsequently followed by a merger of iLead Media with and into THK LLC, pursuant to the terms of the Merger Agreement (the “Final Merger”, and together with the Initial Merger, the “Merger”).

On the closing date of the Initial Merger, the Shareholders surrendered all of their issued and outstanding common stock of iLead Media and (i) received an aggregate of 4,649,859 Shares, (ii) received an aggregate $9,206,720 in cash, (iii) received warrants to purchase an aggregate of 135,000 additional Shares, (iv) became eligible to receive an additional aggregate

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cash payment of $250,000 if certain conditions described in the Merger Agreement are satisfied, and (v) became eligible to receive an aggregate contingent payment of $9,000,000 in cash and $9,000,000 of Shares if certain conditions described in the Merger Agreement are satisfied. As a former shareholder of iLead Media, Mr. Whittingham (i) received 3,719,887 Shares and $7,365,376 in cash on May 23, 2006, (ii) became eligible to receive an additional cash payment of $200,000 if certain conditions described in the Merger Agreement are satisfied, (iii) became eligible to receive a contingent payment of up to an additional $7,200,000 in cash and $7,200,000 worth of Shares (valued at the average closing price per share of the Shares on the last five trading days of the first twelve full calendar quarters following the close of the Initial Merger) if certain conditions described in the Merger Agreement are satisfied, and (iv) received warrants to purchase 45,000 Shares, as consideration in the Merger. A copy of the Merger Agreement is attached hereto as Exhibit 1 and is incorporated herein by reference.

Item 4. Purpose of Transaction:

As described under Item 3 above, as a result of the Merger, Mr. Whittingham acquired (i) a total of 3,719,887 Shares, (ii) the possibility to receive additional Shares in the future pursuant to the contingent payment, and (iii) warrants to purchase 45,000 Shares. All of the Shares acquired by Mr. Whittingham were acquired primarily for investment purposes. Mr. Whittingham may, from time to time, acquire Shares, dispose of Shares, and discuss the Issuer’s business, operations, or affairs with the Issuer’s management and board of directors, shareholders or others. Notwithstanding the foregoing, except as described in Item 3 and in this Item 4, Mr. Whittingham has no plans or proposals that would result in:

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of the board of directors or to fill any existing vacancies on the board;

(e) Any material change in the present capitalization or dividend policy of the Issuer;

(f) Any other material change in the Issuer’s business or corporate structure;

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(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or

(j) Any action similar to any of those actions enumerated above.

In connection with the Merger Agreement, the following additional agreements with respect to the Issuer’s securities were entered into by Mr. Whittingham:

• Three warrants, which each allow Mr. Whittingham to purchase up to 15,000 Shares at an exercise price of not less than $2.75 per share, subject to customary adjustments described in the warrant. The Shares covered by the first warrant become exercisable on May 23, 2007; the Shares covered by the second warrant become exercisable on May 23, 2008; and the Shares covered by the third warrant become exercisable on May 23, 2009. Each warrant will terminate upon the occurrence of any of the following: (i) the warrant will be void unless Mr. Whittingham is continuously employed by a subsidiary of the Issuer from May 23, 2006 until the warrant is first exercisable, (ii) the warrant will be void unless exercised by Mr. Whittingham within thirty days following the last day of his employment by a subsidiary of the Issuer, and (iii) the warrant will be void unless exercised by Mr. Whittingham on or prior to the fifth anniversary of the initial vesting date of the Warrant. A copy of the form of warrant is attached hereto as Exhibit 2 and is incorporated herein by reference.

• A Registration Rights Agreement, dated May 23, 2006, among the Issuer and the shareholders of iLead Media (the “Registration Rights Agreement”), which contains provisions that, among other things, obligate the Issuer to prepare and file a registration statement to register the Shares received by the Shareholders of iLead Media pursuant to the Merger Agreement. A copy of the Registration Rights Agreement is attached hereto as Exhibit 3 and is incorporated herein by reference.

Item 5. Interest in Securities of the Issuer:

(a) Based on (i) the Issuer’s Quarterly Report on Form 10-Q filed on May 15, 2006, which disclosed the outstanding Shares as of May 11, 2006, and (ii) the additional shares issued in conjunction with the Merger described in Item 4, the

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Issuer currently has 49,211,695 Shares issued and outstanding. As of the date of this Statement, Mr. Whittingham beneficially owned an aggregate of 3,719,887 Shares, and has the right, subject to certain vesting requirements, to acquire 45,000 Shares upon the exercise of the warrants held by him, which together equals 3,764,887 Shares and constitutes approximately 7.7% of the Issuer’s outstanding Shares on the date of this Statement.

(b) Mr. Whittingham has the sole voting and dispositive power over all of the Shares described in Item 5(a) above.

(c) Mr. Whittingham has not effected any transactions in the Shares during the 60 days prior to the date of this Statement, other than the transactions described in Item 3 and Item 4.

(d) No person other than Mr. Whittingham has the right to receive or the power to direct the receipt of dividends from, and the proceeds from the sale of, the Shares.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Other than the agreements described in Items 3 and 4 and incorporated by reference herein, to the knowledge of Mr. Whittingham, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between Mr. Whittingham and any other person with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits

1. Agreement and Plan of Merger and Reorganization (incorporated by reference to Exhibit 10.2 of the Issuer’s Current Report on Form 8-K, dated May 2, 2006).

2. Form of Warrant

3. Registration Rights Agreement

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: June 2, 2006

/s/ Robert Brady Whittingham

Robert Brady Whittingham

EX-2

Exhibit 2

WARRANT FOR THE PURCHASE OF THE COMMON STOCK

OF

THINK PARTNERSHIP INC.

This certifies that Brady Whittingham (hereinafter referred to as the “Holder”), for value received and subject to the provisions hereinafter set forth, is entitled to purchase from THINK PARTNERSHIP INC., f/k/a CGI HOLDING CORPORATION, a Nevada corporation (hereinafter referred to as the “Corporation”), up to Fifteen Thousand (15,000) fully-paid and nonassessable shares of the Common Stock of the Corporation of the par value of $0.001 per share (hereinafter referred to as the “Common Stock”), at a price per share equal to 120% of the closing price per share of Common Stock on the last trading day prior to May 23, 2006, but not less than $2.75 per share (which number of shares and purchase price are subject to adjustment as described below).

1. Exercise. This Warrant may be exercised by the Holder hereof as to the whole or any lesser number of whole shares of the Common Stock covered hereby at any time on or after May 23, 2007 but prior to the expiration date specified below upon surrender of this Warrant with the subscription form hereinafter set forth, duly executed, at the office of the Corporation, upon payment to the Corporation of the price hereinabove set forth for the shares so purchased. Payment of the purchase price shall be in cash. If this Warrant is exercised in respect of less than all of the shares of the Common Stock covered hereby, the Holder shall be entitled to receive a new Warrant covering the number of shares in respect of which this Warrant shall not have been exercised.

2. Transfers. This Warrant is issued subject to the condition that title to this Warrant and all rights hereunder shall not be transferable except with the written consent of the Corporation (such consent not to be withheld unreasonably).

3. Covenants. The above provisions are subject to the following:

(a) The Warrant represented by this certificate has not been registered under the Securities Act of 1933, as amended (the “Securities Act”). This Warrant has been purchased for investment and not with a view to distribution or resale and may not be made subject to a security interest, pledged, hypothecated, or otherwise transferred without an effective registration statement for this Warrant under the Securities Act or evidence reasonably satisfactory to counsel for the Corporation that registration is not required under the Act. Any shares issued upon the exercise of this Warrant shall bear the following legend:

“The shares represented by this Certificate have not been registered under the Securities Act of 1933, as amended (the “Securities Act”). These shares have been acquired for investment and not with a view to distribution or resale, and may not be made subject to a security interest, pledged, hypothecated, or otherwise transferred without an effective registration statement for such shares under the Securities Act or evidence reasonably satisfactory to counsel for the Corporation that registration is not required under the Securities Act.”

(b) In the event that the Corporation shall, and any time prior to the expiration date of this Warrant and prior to the exercise thereof: (i) declare or pay to the holders of the Common Stock a dividend payable in any kind of shares of stock of the Corporation (i.e., stock dividend or right to acquire stock); or (ii) change or divide or otherwise reclassify its Common Stock into the same or a different number of shares with or without par value, or into shares of any class or classes (i.e., stock split or reclassification); or (iii) consolidate or merge with, or

transfer its property as an entirety to, any other corporation; then, upon the subsequent exercise of this Warrant, the Holder hereof shall receive for the exercise price, in addition to or in substitution for the shares of the Common Stock to which the Holder would otherwise be entitled upon such exercise, such additional shares of stock or scrip of the Corporation, or such reclassified shares of stock of the Corporation, or shares appropriately reflecting such consolidation or merger or transfer, which the Holder would have been entitled to receive had the Holder exercised this Warrant prior to the happening of any of the foregoing events. In the case of any event of the type described in this Section 3(b), appropriate adjustment also shall be made to the exercise price per share of this Warrant. This Section 3(b) shall apply to successive events.

4. No Rights as a Stockholder. This Warrant does not confer upon the Holder hereof any right whatsoever as a stockholder of the Corporation.

5. Reservation of Stock. The Corporation covenants that during the period this Warrant is exercisable, the Corporation will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Common Stock upon the exercise of this Warrant. The Corporation agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of the Common Stock upon the exercise of this Warrant.

6. Expiration of Warrant. This Warrant shall be void upon the occurrence of any of the following:

(a) This Warrant shall be void unless Holder is continuously employed by a subsidiary of the Corporation during the period commencing on the date hereof and ending on May 23, 2007;

(b) This Warrant shall be void unless exercised by the Holder within thirty (30) days following the last day of employment of Holder by a subsidiary of the Corporation; or

(c) This Warrant shall be void unless exercised by the Holder on or prior to May 23, 2012.

7. Miscellaneous. This Warrant shall be governed by the laws of the State of Illinois, without regard to its conflicts of law provisions. In the event of any dispute under this Warrant, then and in such event, each party agrees that the same shall be submitted to the American Arbitration Association (hereinafter referred to as “AAA”) in the City of Denver, Colorado, for its decision and determination in accordance with its rules and regulations then in effect. The Holder and the Corporation agree that the decision and/or award made by the AAA may be entered as the judgment of the Courts of the State of Illinois, and shall be enforceable as such. The headings in this Warrant are for purposes of convenience and reference only and shall not be deemed to constitute a part hereof. Neither this Warrant nor any term hereof may be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the Corporation and the Holder hereof. All notices and other communications between the Corporation and the Holder of this Warrant shall be hand delivered or shall be mailed by first-class registered or certified mail, postage prepaid, return receipt requested: in the case of the Corporation, to the address of the Corporation shown on the Form 10-KSB or Form 10-K most recently filed with the U.S. Securities and Exchange Commission; and in the case of the Holder, to the address furnished to the Corporation in writing by the last Holder of this Warrant who shall have furnished an address to the Corporation in writing.

WITNESS the facsimile seal of the Corporation and signature of its duly authorized officer.

Date of Issue: [                    ], 2006

THINK PARTNERSHIP INC., f/k/a CGI HOLDING CORPORATION
By:	/s/ Scott P. Mitchell
	Scott P. Mitchell, President

EX-3

Exhibit 3

REGISTRATION RIGHTS AGREEMENT

This Registration Rights Agreement (“Agreement”) is made and entered into effective as of the 23^rd day of May, 2006, by and between Think Partnership Inc., f/k/a CGI Holding Corporation, a Nevada corporation (“THK”), and Brady Whittingham, David Nelson and Robert Seolas (each a “Shareholder” and collectively the “Shareholders”).

WITNESSETH:

WHEREAS, pursuant to that certain Agreement dated as of May 23, 2006 (the “Merger Agreement”), THK acquired from the Shareholders all of the issued and outstanding common stock of iLead Media, Inc., a Utah corporation, for cash and shares of common stock, par value $0.001 per share, of THK (the “Common Stock”) and the right to receive, if certain earnout targets are met, additional cash and shares of Common Stock.

WHEREAS, pursuant to the Merger Agreement, THK is issuing and may in the future issue shares of its Common Stock to the Shareholders pursuant to exemptions from the registration requirements of federal and state securities law.

WHEREAS, the shares of Common Stock to be issued to the Shareholders will be restricted against transfer unless registered under federal or state securities law or exempt therefrom.

WHEREAS, the Merger Agreement contemplates THK granting the Shareholders certain rights to register the shares of Common Stock.

NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, intending to be legally bound, the parties hereto agree as follows:

1. Best Efforts Registration.

(a) As used herein, “Registrable Securities” shall mean the shares of Common Stock which were issued pursuant to the Merger Agreement (including, but not limited to, any shares of Common Stock issued pursuant to the earnout provisions in the Merger Agreement and shares of Common Stock issued upon exercise of warrants issued by THK to the Shareholders in connection with the Merger Agreement). and which have not been previously sold to the public pursuant to a registration statement or pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and “Eligible Holders” shall mean all holders of Registrable Securities. THK, at its sole cost and expense (except as provided herein) agrees to use its commercially reasonable best efforts to cause the next registration statement on Form S-3 or SB-2 prepared and filed with the Securities and Exchange Commission (“Commission”) after the Closing Date (as defined in the Merger Agreement), excluding any Pending Registration Statement (as defined below) and the Planned Registration Statement (as defined below), to cover the resale of all of the Registrable Securities. The registration statement shall be prepared and filed within one hundred and twenty (120) days of the Closing Date subject to the provisions below; provided, however, that THK’s obligation to register the Registrable Securities hereunder shall be subject to the Shareholders taking any actions or signing any documents required by THK, in its sole discretion. THK shall use its commercially reasonably best efforts to have the registration statement declared effective by the Commission as soon as practicable following the filing. If Form S-3 or SB-2 are not available for any registration of Registrable Securities hereunder, THK shall (A) register the sale of the Registrable Securities on another appropriate form and (B) undertake to register the Registrable Securities on Form S-3 or SB-2 as soon as such form is available (a “Replacement Registration”), provided that THK shall maintain the effectiveness of the registration statement then in effect until such time as the Replacement

Registration covering the Registrable Securities has been declared effective by the Commission. Notwithstanding any provision to the contrary contained herein, THK shall not be obligated to effect any such non-Form S-3 and SB-2 registrations within six (6) months of each other, based on the effective date thereof or any registrations that fail to become effective or to remain effective for the contemplated period of effectiveness. Notwithstanding any other provisions of this Agreement, if, on the Closing Date, THK has another registration statement pending with the Commission (as the same may be amended, supplemented, renamed, refiled or replaced with a filing on a different form, a “Pending Registration Statement”), then THK shall not be obligated to file a registration statement covering the Registrable Securities until one hundred and twenty (120) days following the date that the Pending Registration Statement, as the Pending Registration Statement may be amended, is declared effective. The Shareholders acknowledge that THK currently has on file with the Commission a Pending Registration Statement on Form SB-2 at File No. 333-121761, which has not yet been declared effective. In addition, the Shareholders acknowledged that THK has agreed to file with the Commission a registration statement (the “Planned Registration Statement”) pursuant to that certain Registration Rights Agreement dated as of March 20, 2006, and that THK has agreed not to include any other shares of Common Stock under the Planned Registration Statement (other than certain permitted additional shares of Common Stock, which permitted additional shares do not include any of the Registrable Securities to be issued to the Shareholders). Accordingly, the Shareholders agree that the Planned Registration Statement will not include any of the Registrable Securities to be issued to the Shareholders and that, in addition to the provisions above relating to the Pending Registration Statement, THK will not be obligated to file a registration statement covering the Registrable Securities until one hundred and twenty (120) days following the date that the Planned Registration Statement is also declared effective.

(b) THK shall use its commercially reasonable best efforts to cause the Registrable Securities registered in accordance with Section 1(a) above to be registered or qualified for sale under the securities or blue sky laws of such jurisdictions as an Eligible Holder who has shares which were included in the registration may reasonably request; provided, however, that THK shall not be required to qualify to do business in any state by reason of this Section 1(b) in which it is not otherwise required to qualify to do business.

(c) THK shall keep effective any registration or qualification contemplated by this Section 1 and shall from time to time amend or supplement each applicable registration statement, preliminary prospectus, final prospectus, application, document and communication for the period of time as shall be required to permit the Eligible Holders to complete the offer and sale of the Registrable Securities covered thereby. THK shall keep each registration statement referred to in Section 1(a) hereof effective at all times until the earlier of: (i) the date as of which the Shareholder may sell all of the Registrable Securities without restriction pursuant to Rule 144(k) promulgated under the Securities Act (or successor thereto); or (ii) the date on which the Shareholder shall have sold all the Registrable Securities free from any further restriction on transfer.

(d) THK shall furnish each Eligible Holder with a reasonable number of copies of the registration statement and of each amendment and supplement thereto (in each case, including all exhibits), and each prospectus contained in the registration statement and each supplement or amendment thereto (including each preliminary prospectus), all of which shall conform to the requirements of the Securities Act and the rules and regulations thereunder, and copies of any other documents, as any Eligible Holder may reasonably request to facilitate the disposition of the Registrable Securities.

(e) Except as provided below, THK will pay all reasonable expenses associated with its obligations hereunder including any registration, filing, listing, qualification, or transfer agent fees, costs relating to printing any of the documents, all fees and expenses of counsel to THK,

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expenses relating to the financial statements including consents of accountants contained in the registration statement and the fees and expenses relating to registering or qualifying the securities for transfer in any state including the expenses of any blue sky survey prepared by counsel to THK. The Eligible Holders shall pay, and THK shall have no responsibility for any expenses or fees relating to, underwriting or broker fees, commissions, discounts or spreads or the fees and costs of any counsel retained by any Eligible Holder.

(f) THK agrees that until all the Registrable Securities have been sold under a registration statement or pursuant to Rule 144 under the Securities Act, it shall file, on a timely basis, all reports, statements and other materials required to be filed with the Commission to permit holders of the Registrable Securities to sell the securities under Rule 144. THK shall furnish to each holder of Registrable Securities, promptly upon request a copy of the most recent annual or quarterly report of THK and such other reports and documents so filed by THK.

(g) Following the effective date of any registration statement filed pursuant to this Agreement and subject to the limitations set forth herein, THK shall be entitled, from time to time, to notify (the “Blackout Notice”) in writing the Eligible Holders to discontinue offers or sales of shares pursuant to any registration statement for Registrable Securities for the period of time stated in the notice (the “Blackout Period”), if THK determines, in its sole reasonable judgment that: (i) there exists material non-public information regarding THK that it would otherwise not be required to disclose but for the existence of the registration statement required hereunder; (ii) a prospectus included in such registration statement, as then in effect, would include an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing; or (iii) the offer or sales of shares pursuant to a registration statement filed hereunder would adversely effect any public offering of securities by THK. No single Blackout Period shall extend longer than one hundred twenty (120) consecutive calendar days; provided that any Blackout Period described in (iii) above may last as long as THK determines is necessary in its sole discretion and provided further that THK shall use its reasonable best efforts to keep the length of any Blackout Period as short as practicable given the then existing circumstances, and in the aggregate Blackout Periods described in (i) and (ii) above shall not exceed two hundred forty (240) days in any consecutive twelve (12) month period. The Eligible Holders hereby agree to discontinue offers and sales of such shares registered pursuant to this Agreement during any Blackout Period.

(h) THK shall advise each Eligible Holder, promptly after THK receives notice or obtains knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of the registration statement or the initiation or threat of any proceeding for such purpose and promptly use all commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if a stop order is issued.

2. Miscellaneous.

(a) Remedies. In the event of a breach by THK of its obligations under this Agreement, each Eligible Holder will be entitled only to specific performance of its rights under this Agreement. THK shall have no obligation or liability for monetary damages of any kind that may be suffered by any Eligible Holder.

(b) Amendments and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented and the obligations hereunder may not be waived, unless the amendment, modification, supplement or waiver is in writing and signed by THK and the Eligible Holders who hold a majority of the Registrable Securities. No waiver of any term, condition or provision shall operate as a waiver of any other term, condition or provision of this Agreement, and no waiver of any term, condition or provision shall operate as a continuing waiver, except to the extent specifically stated in the waiver.

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(c) Notices. All notices and other communications provided for or permitted hereunder shall be made in accordance with the provisions of the Merger Agreement.

(d) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent holders of the Registrable Securities subject to the terms hereof; provided that the rights of Eligible Holders hereunder to have THK register Registrable Securities may be assigned by the Eligible Holders to transferees or assignees of all or any portion of the Registrable Securities only if (i) the assigning Eligible Holder agrees in writing with the transferee or assignee to assign the rights, and a copy of the agreement is furnished to THK within a reasonable time after the assignment; (ii) THK is, within a reasonable time after the transfer or assignment, furnished with written notice of the name and address of the transferee or assignee and the securities with respect to which the registration rights are being transferred or assigned; (iii) the transfer or assignment was not made pursuant to any registration statement or Rule 144; (iv) at or before the time THK received the written notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with THK to be bound by all of the provisions contained herein; and (v) the transfer is made in accordance with any applicable requirements of the Merger Agreement and securities laws, rules and regulations and THK receives an opinion reasonably acceptable to it to this effect.

(e) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

(f) Headings. The headings in this Agreement are for convenience of references only and shall not limit or otherwise affect the meaning hereof,

(g) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Illinois without reference to its conflicts of law provisions.

(h) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance is held invalid, illegal or unenforceable, the validity, legality and enforceability of any other provisions contained herein shall not be affected or impaired thereby.

(i) Entire Agreement. This Agreement and the Merger Agreement (including all schedules and exhibits thereto) are intended by the parties hereto as a final expression of their agreement and are intended to be a complete and exclusive statement of the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings among the parties hereto with respect to the subject matter hereof. If there is conflict between any of the terms, conditions or covenants contained in this Agreement and another agreement between the parties, the terms, conditions or covenants in this Agreement shall control.

[Signatures begin on next page]

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IN WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed as of the date first written above.

THINK PARTNERSHIP INC., f/k/a CGI HOLDING CORPORATION
By:	/s/ Scott P. Mitchell
	SCOTT P. MITCHELL, President
/s/ Brady Whittingham
BRADY WHITTINGHAM
/s/ David Nelson
DAVID NELSON
/s/ Robert Seolas
ROBERT SEOLAS

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