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Cgi Holding Corporation D/B/A Think Partnership Inc.

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Table of Contents


2.1 The Merger
2.2 Effective Time
2.3 Effect of the Merger
2.4 Articles of Incorporation and Bylaws
2.5 Directors and Officers
2.6 Effect on RESO Capital Stock
2.7 Cancellation of Shares
2.8 Stock Options; Warrants
2.9 Capital Stock of RESO Merger Sub
2.10 Adjustments to the Consideration
2.11 Taking Necessary or Further Action

3.1 Restrictions on Transfer
3.2 Registration

4.1 Organization and Qualification
4.2 Subsidiaries
4.3 Charter, Bylaws and Corporate Records
4.4 Authorization; Enforceability
4.5 No Violation or Conflict
4.6 Governmental Consents and Approvals
4.7 Capital Structure
4.8 Financial Statements
4.9 Conduct in the Ordinary Course; Absence of Changes
4.10 Property
4.11 Personal Property
4.12 Board Approval
4.13 Insurance
4.14 Permits
4.15 Taxes
4.16 Labor Matters
4.17 Employees and Related Agreements; ERISA
4.18 Environmental and Health/Safety Matters
4.19 Certain Interests
4.20 Litigation

4.21 Intellectual Property
4.22 Inventories
4.23 Receivables
4.24 Residency; Investment Sophistication; Backgrounds
4.25 Brokers
4.26 Cash on Hand in Checking and Savings Accounts
4.27 Liabilities and Indebtedness
4.28 Contracts
4.29 Domain Names
4.30 Spyware/Adware
4.31 Compliance with Laws Governing Real Estate Schools in Florida
4.32 Material Information

5.1 Organization and Qualification
5.2 Capital Structure
5.3 Authorization; Enforceability
5.4 No Violation or Conflict
5.5 Governmental Consents and Approvals
5.6 Litigation
5.7 Interim Operations
5.8 Brokers
5.9 Material Information

6.1 RESO/Shareholder Deliveries
6.2 THK/RESO Merger Sub Deliveries
6.3 Conditions Precedent
6.4 Termination
6.5 Business Prior to the Closing Date

7.1 Current Employees
7.2 Management of Surviving Corporation


9.1 Survival of Representations and Warranties
9.2 Indemnification
9.3 Third Party Claim

10.1 Tax Returns
10.2 Contest Provisions
10.3 Assistance and Cooperation

10.4 S Corporation

11.1 Grant
11.2 Warrant

12.1 Notices
12.2 Entire Agreement
12.3 Binding Effect
12.4 Assignment
12.5 Modifications and Amendments
12.6 Waivers
12.7 No Third Party Beneficiary
12.8 Severability
12.9 Publicity
12.10 Governing Law
12.11 Counterparts; Facsimile Signatures
12.12 Headings
12.13 Expenses
12.14 Further Assurances
12.15 Arbitration
12.16 Incorporation by Reference


Exhibit A Employment Agreement
Exhibit B Articles of Merger and Plan of Merger
Exhibit C Registration Rights Agreement
Exhibit D Irrevocable Instruction Letter to Colonial Stock Transfer Co. Inc.
Exhibit E Form of Warrant


Schedule 4.1 Organization and Qualification
Schedule 4.8 Financial Statements
Schedule 4.10(a) Owned Property
Schedule 4.10(b) Owned Property Lease
Schedule 4.10(c) Leased Property
Schedule 4.11 Personal Property
Schedule 4.13 Insurance
Schedule 4.14 Permits
Schedule 4.15 Taxes
Schedule 4.17 Employee Benefit Plans
Schedule 4.18(h) Environmental Audits
Schedule 4.18(i) Asbestos Containing Material
Schedule 4.18(j) Hazardous Substances
Schedule 4.19 Personally Owned Assets
Schedule 4.21 List of Domain Names
Schedule 4.25 Brokers
Schedule 4.26 Cash on hand/Banks and Brokerage Accounts
Schedule 5.1 Organization and Qualification
Schedule 5.2(a) Capital Structure
Schedule 5.2(b) Capital Commitments
Schedule 5.5 Governmental Consents and Approvals
Schedule 5.6 Litigation
Schedule 7.1 Employees/Salary Letter


This Agreement (this " Agreement ") made and entered into this 14 th day of July, 2005, by and among CGI HOLDING CORPORATION, d/b/a THINK PARTNERSHIP INC., a Nevada corporation (" THK "), RESO MERGER SUB, INC., a Florida corporation and wholly owned subsidiary of THK (" RESO Merger Sub "), REAL ESTATE SCHOOL ONLINE INC., a Florida corporation (" RESO "), and Perry Johannesburg (the " Shareholder "). THK, RESO Merger Sub, RESO and the Shareholder are sometimes referred to herein each, individually, as a " Party " and, collectively, as the " Parties ."


WHEREAS, RESO is a real estate school, offering online and CD-ROM real estate licensing courses in Florida (collectively, the " Business "); and

WHEREAS, the board of directors and shareholders (to the extent required) of each of THK, RESO Merger Sub and RESO have each approved this Agreement and the merger of RESO with and into RESO Merger Sub (the " Merger "), in accordance with the laws of the State of Florida, and the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and the mutual covenants, representations and warranties herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, the Parties hereby agree as follows:



In addition to terms defined elsewhere in this Agreement, the following terms when used in this Agreement shall have the respective meanings set forth below:

" Action " means any claim, demand, action, cause of action, chose in action, right of recovery, right of set-off, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Authority.

" Affiliate " means, with respect to a specified Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person, and without limiting the generality of the foregoing, includes, with respect to the specified Person: (a) any other Person which beneficially owns or holds 10% or more of the outstanding voting securities or other securities convertible into voting securities of the Person, (b) any other Person of which the specified Person beneficially owns or holds 10% or more of the outstanding voting securities or other securities convertible into voting securities, or (c) any director, officer or employee of the Person.

" Aggregate Earnings " shall mean the aggregate Earnings for the Eight Quarters.

" Audited Financials " shall have the meaning ascribed in Article IV , Section 4.8 hereof.


" Business Day " means any day other than a Saturday, Sunday or other day on which banks are required or authorized to be closed in the City of Chicago, Illinois.

" Business Interests " means the ownership of up to (but not more than) 1% of any class of securities of an enterprise (but without otherwise participating, directly or indirectly, in the management or operations of the enterprise) if the securities are listed on any national or regional exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934.

" CERCLA " means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended through the date hereof and any regulations promulgated thereunder.

" Change of Control of THK " means (1) (a) a merger, reorganization or other business combination in which THK is a party but is not the surviving entity, unless the sole purpose of the merger is to change THK92s domicile, and (b) within a six-month period after the transaction, a majority of the members of the board of directors of THK are not either (i) the same individuals who were members immediately prior to the transaction or (ii) were not approved for membership on the board of directors of THK by a majority of the members of the board of directors of THK immediately prior to the transaction or (2) a sale of all or substantially all of the assets of THK to a party that is not an Affiliate of THK or RESO Surviving Corporation.

" Change in Control of RESO " means (1) a merger, reorganization or other business combination in which RESO Surviving Corporation is party to but following the transaction, THK does not control the surviving entity or (2) a sale of all, or substantially all, of the assets of RESO Surviving Corporation to a party not controlled by THK or RESO Surviving Corporation.

" Claims of Any Nature " mean liabilities, liens, obligations, claims and encumbrances, actual or contingent, known or unforeseen, including but not limited to any loan, claims for salary, bonuses or commissions, unpaid payroll or other taxes, pension obligations, claims alleging discrimination or harassment, claims alleging breach of contract, credit card chargebacks in excess of $1,000, lawsuits, stock options, stock warrants, phantom stock plans, stock appreciation rights or plans, deferred compensation agreements, purchase agreements that cannot be cancelled by RESO or RESO Surviving Corporation at any time, consulting agreements, employment agreements other than the Employment Agreement, severance agreements or "change of control" agreements of any nature, and any other liabilities of any nature whatsoever.

" Closing " shall mean the delivery of the documents referred to in Article VI and filing of the documents referred to in Article II .

" Closing Date " shall mean the time and date on which the Closing takes place. The Closing shall be held at the offices of Akerman Senterfitt, One Southeast Third Avenue, 28 th Floor, Miami, Florida 33131, unless another place is agreed to in writing by the Parties.

" Closing Date FMV " shall mean the average closing price of a share of THK Common Stock on the principal market on which the shares are then traded for the five trading days prior to the Closing Date.


" Code " shall mean the Internal Revenue Code of 1986, as amended.

" Contract " means any contract, plan, undertaking, understanding, agreement, license, lease, note, mortgage or other binding commitment, whether written or oral.

" Copyrights " mean all copyrights (registered or otherwise) and registrations and applications for registration thereof, and all rights therein provided by multinational treaties or conventions.

" Court " means any court or arbitration tribunal of the United States, any domestic state, or any foreign country, and any political subdivision thereof.

" Database " means all data and other information recorded, stored, transmitted and retrieved in electronic form.

" Documents " means this Agreement together with the Articles of Merger and Plan of Merger, the Schedules and Exhibits hereto and the other agreements, documents and instruments required or contemplated to be executed in connection herewith.

" Earnings " means the pre-tax earnings of RESO Surviving Corporation as audited or reviewed, from time to time, by independent registered public accountants selected by THK but excluding (a) the amount of any compensation paid to the Shareholder that exceeds the amount of compensation provided under the Employment Agreement as of the Closing, and (b) the amount of any expense of THK or any Affiliate which is allocated or otherwise charged to RESO Surviving Corporation other than (1) reasonable expenses incurred by THK but allocated and charged to RESO Surviving Corporation and directly related to preparing, auditing or reviewing the financial statements of RESO or RESO Surviving Corporation or to determining, auditing or reviewing the Earnings for any period, or (2) expenses or other charges incurred by THK and arising from or related to any claim asserted by or against RESO or Surviving Corporation (except to the extent that (i) such expenses or other charges have been applied towards the $50,000 limitation set forth in Section 9.2(c) or (ii) THK has received an indemnity payment for such expenses or other charges pursuant to the provisions of Article IX of this Agreement).

" Earnout Period " means the first twelve (12) full calendar quarters following the Closing Date.

" Eight Quarters " means the period of time consisting of the eight (8) full calendar quarters during the Earnout Period (which may be consecutive or not, as the case may be) during which RESO Surviving Corporation92s Earnings are the highest.

" Employee Agreement " means each management, employment, bonus, loan or other extension of credit, change in control, retention, severance, consulting, non-compete, confidentiality, or similar agreement or contract any part of which is in effect on the date of this Agreement or the Closing Date between RESO and any employee pursuant to which RESO provides annual compensation in excess of $50,000 or any severance benefit or annual payment in excess of $25,000.


" Employee Plans " means all employee benefit plans (as defined in Section 3(3) of ERISA) and all bonus, stock or other security option, stock or other security purchase, stock or other security appreciation rights, incentive, deferred compensation, retirement or supplemental retirement, severance, golden parachute, vacation, cafeteria, dependent care, medical care, employee assistance program, education or tuition assistance programs, insurance and other similar fringe or employee benefit plans, programs or arrangements, and any current or former employment or executive compensation or severance agreements, written or otherwise, which have ever been sponsored or maintained or entered into for the benefit of, or relating to, any present or former employee or director of RESO, or any trade or business (whether or not incorporated) which is a member of a controlled group or which is under common control with RESO, within the meaning of Section 414 of the Code (an " ERISA Affiliate "), whether or not such plan is terminated.

" Employment Agreement " means the Employment Agreement between RESO Surviving Corporation and the Shareholder in the form attached hereto as Exhibit A .

" Environmental Law " means, as enacted and in effect on or prior to the Closing Date, all federal, state, regional or local statutes, laws, rules, regulations, codes, orders, plans, injunctions, decrees, rulings, and changes or ordinances or judicial or administrative interpretations thereof, any of which govern (or purport to govern) or relate to pollution, protection of the environment, public health and safety, air emissions, water discharges, hazardous or toxic substances, solid or hazardous waste or occupational health and safety, as any of these terms are or may be defined in such statutes, laws, rules, regulations, codes, orders, plans, injunctions, decrees, rulings and changes or ordinances, or judicial or administrative interpretations thereof, including, without limitation, the United States Department of Transportation Table (49 C.F.R. 172, 101) or by the Environmental Protection Agency as hazardous substances (40 C.F.R. Part 302) and any amendments thereto; the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendment and Reauthorization Act of 1986 (" SARA ") and by subsequent amendments, 42 U.S.C. a79601, et seq. (hereinafter, collectively, " CERCLA "); the Solid Waste Disposal Act, as amended by the Resource Conversation and Recovery Act of 1976 and subsequent Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. a76901 et seq. (hereinafter, collectively " RCRA "); the Hazardous Materials Transportation Act, as amended, 49 U.S.C. a71801, et seq.; the Federal Water Pollution Control Act, as amended, 33 U.S.C. a71311, et seq.; the Clean Air Act, as amended, 42 U.S.C. a77401, et seq.; the Toxic Substances Control Act, as amended, 15 U.S.C. a72601, et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, as amended, 7 U.S.C. a7136, et. seq.; the Emergency Planning and Community Right to Know Act of 1986, as amended, 42 U.S.C. a711001, et seq. (Title III of SARA); and the Occupational Safety and Health Act of 1970, as amended, 29 U.S.C. a7651, et seq. (" OSHA ").

" ERISA " means the Employee Retirement Income Security Act of 1974, as amended.

" GAAP " means United States generally accepted accounting principles and practices in effect from time to time consistently applied.

" Governmental Authority " means any governmental or legislative agency or authority (other than a Court) of the United States, any domestic state, or any foreign country, and any


political subdivision or agency thereof, and includes any authority having governmental or quasi-governmental powers, including any administrative agency or commission.

" Hardware " means all mainframes, midrange computers, personal computers, notebooks, servers, switches, printers, modems, drives, peripherals and any component of any of the foregoing.

" Hazardous Substance " means any Hazardous Substance, as defined in CERCLA, and any other chemical, compound, product, solid, gas, liquid, pollutant, contaminant or material which is regulated under any Environmental Law, and includes without limitation, asbestos or any substance containing asbestos, polychlorinated biphenyls and petroleum (including crude oil or any fraction thereof).

" Indebtedness " means, with respect to any Person, (a) all indebtedness of the Person, whether or not contingent, for borrowed money, (b) all obligations of the Person for the deferred purchase price of property or services, (c) all obligations of the Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any conditional sale or other title retention agreement with respect to property acquired by the Person (even though the rights and remedies of creditor or lender under such an agreement in the event of default are limited to repossession or sale of such property), (e) all obligations of the Person as lessee under leases that have been or should be recorded as capital leases, in accordance with GAAP, (f) all obligations, contingent or otherwise, of the Person under acceptance, letter of credit or similar facilities, (g) all obligations of the Person to purchase, redeem, retire, defease or otherwise acquire for value any capital stock of the Person or any warrants, rights or options to acquire the capital stock, valued, in the case of redeemable preferred stock, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends, (h) all Indebtedness of others referred to in clauses (a) through (g) above guaranteed directly or indirectly in any manner by the Person, or in effect guaranteed directly or indirectly by the Person through an agreement (1) to pay or purchase the Indebtedness or to advance or supply funds for the payment or purchase of the Indebtedness, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to pay the Indebtedness or to assure the holder of such Indebtedness against loss, (3) to supply funds to, or in any other manner invest in, the debtor (including any agreement to pay for property or services irrespective of whether the property is received or the services are rendered) or (4) otherwise to assure a creditor against loss and all Indebtedness referred to in clauses (a) through (g) above secured by (or for which the holder of the Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by the Person, even though the Person has not assumed or become liable for the payment of the Indebtedness.

" Information System " means any combination of Hardware, Software or Database(s) employed primarily for the creation, manipulation, storage, retrieval, display and use of information in electronic form or media.

" Intellectual Property " means (a) inventions, whether or not patentable, whether or not reduced to practice or whether or not yet made the subject of a pending Patent application or applications, (b) ideas and conceptions of potentially patentable subject matter, including, without limitation, any patent disclosures, whether or not reduced to practice and whether or not


yet made the subject of a pending Patent application or applications, (c) Patents, (d) Trademarks, (e) Copyrights, (f) Software, (g) trade secrets and confidential, technical or business information (including ideas, formulas, compositions, inventions, and conceptions of inventions whether patentable or unpatentable and whether or not reduced to practice), (h) confidential, technology (including know-how and show-how), manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, copyrightable works, financial, marketing and business data, Databases, Information Systems, pricing and cost information, business and marketing plans and customer and supplier lists and information, (i) copies and tangible embodiments of all the foregoing, in whatever form or medium, (j) all rights to obtain and rights to apply for Patents, and to register Trademarks and Copyrights, (k) all rights under any License Agreement and any license, registered user agreement, technology or material transfer agreement, and other agreements or instruments with respect to items in (a) to (j) above; and (l) all rights to sue and recover and retain damages and costs and attorneys92 fees for present and past infringement of any of the Intellectual Property rights hereinabove set out.

" Inventories " means, without limitation, merchandise, raw materials, work-in-process, finished goods, replacement parts, packaging, office supplies, maintenance supplies, computer parts and supplies and Hardware related to the Business maintained, held or stored by, or for, RESO at any location whatsoever and any prepaid deposits for any of the same terms.

" IRS " shall mean the United States Internal Revenue Service.

" Knowledge " means (a) in the case an individual, knowledge of a particular fact or other matter if the individual is actually aware of the fact or other matter, and (b) in the case of a Person (other than an individual) the Person will be deemed to have Knowledge of a particular fact or other matter if any individual who is serving, or has at any time served, as a director, officer, partner, executor, or trustee of the Person (or in any similar capacity) has, or at any time had, actual knowledge of the fact or other matter.

" Law " means all laws, statutes, ordinances and Regulations of any Governmental Authority including all decisions of Courts having the effect of law in each jurisdiction.

" Leased Property " means any property leased by a Person as tenant, together with, to the extent leased by a Person, all buildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures, systems, equipment and items of personal property of a Person attached or appurtenant thereto, and all easements, licenses, rights and appurtenances relating to the foregoing.

" Liabilities " means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law (including, without limitation, any Environmental Law), Action or Order, Liabilities for Taxes and those Liabilities arising under any Contract.

" Liens " means any mortgage, pledge, security interest, attachment, encumbrance, lien (statutory or otherwise), option, conditional sale agreement, right of first refusal, first offer, or charge of any kind (including any agreement to grant any of the foregoing), provided, however,


that the term "Lien" shall not include: (a) liens for Taxes, assessments and charges of any Governmental Authority due for which adequate reserve for payment has been made and which are being diligently contested in good faith; (b) servitudes, easements, restrictions, rights-of-way and other similar rights in real property or any interest therein granted to any third party; (c) liens for Taxes either not due and payable or due but for which notice of assessments has not been given; (d) undetermined or inchoate liens, charges and privileges incidental to current construction or current operations and charges, adverse claims, security interests or encumbrances of any nature whatsoever claimed or held by any Governmental Authority which have not at the time been filed or registered against the title to the asset or served upon RESO pursuant to Law or which relate to obligations not due or delinquent; (e) assignments of insurance provided to third party landlords (or their mortgagees) pursuant to the terms of any le
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