Exhibit 10.1


 


CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE


 


This Confidential Separation Agreement and General
Release (“Agreement”) is made as of November 30, 2005 between S.
Patrick Martin (“Employee”), WebSourced, Inc., a North Carolina
corporation (the “Company”), and CGI Holding Corporation d/b/a Think
Partnership Inc., a Nevada corporation (the “Parent”) and owner of 100%
of the capital stock of the Company, (collectively, “Affiliated Companies,”
as defined herein).


 


WHEREAS, the Company, the Parent and Employee wish
to resolve any and all matters between them relating to Employee’s separation
from employment, including any and all claims of Employee under the Employment
Agreement dated as of January 1, 2004 between Employee and the Company (the “Employment
Agreement”).


 


NOW, THEREFORE, in consideration of the mutual
undertakings set forth below, the receipt, adequacy and legal sufficiency of
which are hereby acknowledged, intending to be legally bound hereby, this
Agreement will govern Employee’s separation from employment with the Company
and will resolve, finally and completely, any and all possible claims and
disputes between Employee and the Affiliated Companies, as defined below,
including, without limitation, any and all claims or disputes arising from such
employment and separation from employment.


 


1.                                       Separation from Employment. 
Employee will cease employment, effective November 30, 2005 (the “Separation
Date”), as President and Chief Executive Officer of the Company, and from
all other positions as an employee, officer, director and/or committee member
of (a) the Affiliated Companies (as more fully detailed in Exhibit ”A”
hereto, meaning the Company, the Parent, and any current direct or indirect
parent, subsidiary or affiliate of the Company, any company in which the
Company or any such subsidiary or affiliate is a shareholder or investor, or
any company which is a shareholder or investor in the Company), including but
not limited to Employee’s position as Director of the Company and the Parent,
and (b) any company which Employee serves as an officer or director or in
any other capacity at the request of any Affiliated Company.  Employee covenants and agrees that he will
execute any and all documents necessary to formally effect his separation from
employment, including his resignation from the Boards of Directors of the
Company and the Parent.


 


2.                                       Release.


 


(a) In consideration for the payments and
benefits provided to Employee under this Agreement, and for other good and
valuable consideration, the receipt, adequacy and legal sufficiency of which
are hereby acknowledged, Employee, on behalf of himself and his dependents,
heirs, administrators, representatives, trustees, beneficiaries, executors,
successors, assigns and any other person or entity, including any government
agency seeking to assert a claim on his behalf, hereby unconditionally releases
and forever discharges the Affiliated Companies and their respective agents,
servants, officers, directors, shareholders, employees, investigators,
contractors, parents, attorneys, subsidiaries, divisions, affiliates,
predecessors, successors and assigns, all their respective employee benefit
plans and their administrators, trustees and other fiduciaries (severally and
collectively called the “Company Released Parties”) from any and all
manner of injuries, causes of actions, claims, including, without limitation,
claims for back pay, front pay or reinstatement, and demands of any kind
whatsoever, in law or in equity, and from all debts, counterclaims,
cross-claims, rights, disputes, controversies, judgments, agreements,
contracts, promises, representations, misrepresentations, allegations,
obligations, duties, suits, expenses, assessments, penalties, charges,
interest, losses, costs, damages, compensatory damages, consequential damages,
punitive damages, sanctions, and liabilities whatsoever, in law or in equity,
whether known or unknown, asserted or unasserted, claimed or unclaimed,
foreseen or unforeseen, suspected or unsuspected, discovered or 


 





















 


undiscovered,
accrued or unaccrued, anticipated or unanticipated, contingent or fixed, or any
that Employee or any person or entity acting for Employee now has or hereafter
may have against any of the Company Released Parties for any acts, circumstances,
conduct, commissions, omissions, failure to act, practices or events up to and
including the effective date of this Agreement. 
This general release includes, without limit, all claims or causes of
action based upon torts (including, for example, negligence, fraud, defamation,
libel, slander, tortious interference and/or wrongful discharge); express and
implied contracts (including, for example, prior agreements between Employee
and the Company); any claims for attorneys’ fees; any claims arising out of or
relating to Employee’s employment or separation from employment with the
Company; and any claims arising from any alleged violation by any of the
Company Released Parties of any federal, state or local statutes, ordinances,
rules, Executive Orders or regulations, including, without limitation, any of
the following, as amended:


 


•            Title VII of
the Civil Rights Act of 1964, as amended;


 


•            The Civil
Rights Act of 1991;


 


•            Sections 1981
through 1988 of Title 42 of the United States Code, as amended;


 


•            The Employee
Retirement Income Security Act of 1974, as amended;


 


•            The Immigration
Reform and Control Act, as amended;


 


•            The Americans
with Disabilities Act of 1990, as amended;


 


•            The Age
Discrimination in Employment Act of 1967, as amended;


 


•            The Workers Adjustment
and Retraining Notification Act, as amended;


 


•            The
Occupational Safety and Health Act, as amended;


 


•            The
Sarbanes-Oxley Act of 2002;


 


•            North Carolina
Equal Employment Practices Act – N.C. Gen. Stat. §143-422.1 et seq.;


 


•            North Carolina
Parental Leave for School Involvement – N.C. Gen. Stat. §95-28.3;


 


•            North Carolina
Smokers’ Rights Law – N.C. Gen. Stat. §92-28.2;


 


•            North Carolina
Persons With Disabilities Protection Act – N.C. Gen. Stat. §168A—1 et seq.;


 


•            North Carolina
Communicable Disease Law – N.C. Gen. Stat. §130A, §130A-148(i);


 


•            North Carolina
Discrimination on the Basis of Sickle Cell Trait Law – N.C. Gen. Stat. §95-28.1;


 


•            North Carolina
Genetic Testing Law – N.C. Gen. Stat. §95-28.1A;


 


2





















 


•            North Carolina
Retaliatory Employment Discrimination Law – N.C. Gen. Stat. §95-240 et seq.;


 


•            North Carolina
Wage and Hour Act, as amended, including N.C. Stat. §95-25.2 et seq., and §95-25.14
et seq.;


 


•            North Carolina
Occupational Safety and Health Act, as amended.


 


(b) In
consideration for the waiver of rights and the covenants and agreements made by
Employee under this Agreement, and for other good and valuable consideration,
the receipt, adequacy and legal sufficiency of which are hereby acknowledged,
the Company and the Parent, each on behalf of itself and its affiliates,
officers, directors, administrators, representatives, trustees, beneficiaries,
executors, successors, assigns and any other person or entity, including any
government agency seeking to assert a claim on its behalf, hereby
unconditionally releases and forever discharges Employee, his dependents,
heirs, administrators, representatives, trustees, beneficiaries executors,
successors and assigns (collectively, the “Employee Released Parties”)
from any and all manner of injuries, causes of actions, claims, including,
without limitation, claims and demands of any kind whatsoever, in law or in
equity, and from all debts, counterclaims, cross-claims, rights, disputes,
controversies, judgments, agreements, contracts, promises, representations,
misrepresentations, allegations, obligations, duties, suits, expenses,
assessments, penalties, charges, interest, losses, costs, damages, compensatory
damages, consequential damages, punitive damages, sanctions, and liabilities
whatsoever, in law or in equity, whether known or unknown, asserted or
unasserted, claimed or unclaimed, foreseen or unforeseen, suspected or
unsuspected, discovered or undiscovered, accrued or unaccrued, anticipated or unanticipated,
contingent or fixed, or any that the Company or any person or entity acting for
the Company now has or hereafter may have against any of the Employee Released
Parties for any acts, circumstances, conduct, commissions, omissions, failure
to act, practices or events up to and including the effective date of this
Agreement.  This general release
includes, without limitation, all claims or causes of action based upon torts
(including, for example, negligence, fraud, defamation, libel, slander, tortious
interference and/or wrongful discharge); express and implied contracts
(including, for example, prior agreements between Employee and the Company; any
claims for attorneys’ fees; any claims arising out of or relating to Employee’s
employment or separation from employment with the Company; and any claims
arising from any alleged violation by any of the Employee Released Parties of
any federal, state or local statutes, ordinances, rules, Executive Orders or
regulations.  This general release
provided for in this sub-section (b) shall not apply to:  (a) any criminal acts committed by Employee
affecting the Company prior to the Separation Date and (b) acts of fraud
perpetrated by Employee against the Company prior to the Separation Date.  Company and the Affiliated Companies warrant
that they are not currently aware of any criminal activity or acts of fraud
committed by Pat Martin as of the signing of this Agreement.


 


3.                                       Termination of Employment
Agreement.  Employee and the Company agree that the
Employment Agreement executed on or about January 1, 2004 (attached as Exhibit
B) is hereby fully and forever terminated and of no further force or effect,
and Employee and the Company shall have no further obligations under the
Employment Agreement except that Paragraph 8 excluding subparagraph 8(d) which
is hereby declared null and void (“Surviving Paragraph 8 of the Employment
Agreement”) survives and shall remain in full force and effect, except that
during the prohibited period, Employee may hire anyone who is a former employee
of the Company as of the date of this Agreement, including Jeff Martin, Mark
Camphaug and Keith Sturges, who seeks employment from him in enterprises that
do not compete with Company and/or any of the Affiliated Companies.  Employee acknowledges that the 


 


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Employment
Agreement dated as of March, 2001 between the Company and Employee has been
previously terminated and the terms thereof continue to be of no further force
and effect.


 


4.                                       Payments to Employee.  The
Company, on its behalf and on behalf of the Released Parties, agrees to provide
to Employee, and Employee has expressly agreed to accept, the following, in
full settlement, release and discharge of all possible claims, as further delineated
in Section 2 above, and as consideration for the other covenants and
agreements of Employee set forth in this Agreement:


 


a.                                       Within 15 days
of the Separation Date, Employee shall receive a lump sum payment, less
applicable deductions, representing all obligations of the Company for salary,
sick and vacation pay due Employee as of the Separation Date due in accordance
of North Carolina laws.  These payments
set forth in this Section 4(a) shall be made by check or wire
transfer of immediately available funds to Employee and shall be reflected in
an IRS form W-2 to be issued to Employee at or shortly after year end.


 


b.                                      Employee shall
receive any benefits accrued under any tax qualified retirement plans of the
Company, if any, in accordance with the terms of such plans.


 


c.                                          As a condition precedent to any payment to
Employee, Employee shall secure and deliver – in an appropriate and agreed to
form collectively attached hereto as Exhibit C – a mutual general release
of all claims by and between Jeff Martin and Camphaug and the Company.


 


d.                                         The Company will make payments to Pat Martin
for a period of 12 months, on or before the 15th day of each month, less
customary and applicable deductions, beginning on December 15, 2005 and ending
on November 15, 2006, as follows:


 


	
  December 15

  	
   

  	
  $

  	
  30,000

  	
   

  
	
  January 15

  	
   

  	
  $

  	
  30,000

  	
   

  
	
  February 15

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  March 15

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  April 15

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  May 15

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  June 15

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  July 15

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  August 15

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  September 15

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  October 15

  	
   

  	
  $

  	
  5,000

  	
   

  
	
  November 15

  	
   

  	
  $

  	
  5,000

  	
   

  



 


5.                                          Employee Stock and Stock Options.  The attached and incorporated Exhibit “D” to
this Agreement sets forth a description of all of the stock options granted to
Employee by the Parent or the Company prior to the Separation Date (“Employee
Options”).  Affiliated Companies and
Employee will take all actions necessary to amend each Employee Option that is
vested and that would otherwise terminate on account of Employee’s separation
from employment with the Company to provide that Employee may, in his
discretion, exercise such Employee Option only during the period beginning
January 1, 2006 and ending at 5:00 p.m. eastern time on November 30, 2006 (the
“Employee Option Period”) and to provide that the Employee Option will
terminate at 5:00 p.m. eastern time on November 30, 2006 to the extent that it
has not been exercised prior to said time and date, provided that any such
extension of the 


 


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termination date of the
Employee Options shall be revoked immediately should Employee violate Surviving
Paragraph 8 of the Employment Agreement, as modified in Paragraph 3 of this
Agreement.  In the event Company provides
written notice to Employee of breach of Surviving Paragraph 8, Employee will have
30 days from receipt of such notification to exercise the Employee Options, so
long as the date of exercise shall be no later than November 30, 2006.


 


Company
and Affiliated Companies agree to instruct its Securities counsel to cooperate
with any Rule 144 discussions between Employee and the appropriate Transfer
Agent.  Further, should the Company
include any shares or shares issuable upon exercise of any warrants of Gerard
M. Jacobs in any Registration Statement, or attempt to register the same, the
Company shall include Employee’s outstanding warrants and/or shares (as
appropriate), if any, during the Employee Option Period in any such
Registration Statement.


 


6.                                       Employee Benefits. 
Employee hereby acknowledges and agrees to waive any and all obligations
of the Company with respect to continuing the medical, hospitalization and
other health insurance benefits, as well as disability and life insurance
benefits (except any life insurance conversion rights, if applicable), if any,
provided to Employee by the Company immediately prior to the Separation Date;
provided, however, the Company will extend to Employee the group health
insurance purchase options available to him under the federal Consolidated
Omnibus Reconciliation Act (“COBRA”) in accordance with applicable law,
with the cost of any COBRA benefits elected by Employee to be paid for solely
by Employee.


 


7.                                       Non-Competition;
Non-Solicitation of Employees.  In consideration for the
payments and benefits provided to Employee under this Agreement, and for other
good and valuable consideration, the receipt, adequacy and legal sufficiency of
which are hereby acknowledged, Employee shall be and is hereby bound by
Surviving Paragraph 8 of the Employment Agreement.


 


Specifically,
Employee agrees to abide by the terms of Surviving Paragraph 8 of the
Employment Agreement entered into on or about January 1, 2004 and expressly
acknowledges that Surviving Paragraph 8 of the Employment Agreement remains in
full force and effect, except that during the prohibited period, Employee may
hire anyone who is a former employee of the Company as of the date of this
Agreement, including Jeff Martin, Mark Camphaug and Keith Sturges, who seeks
employment from him in enterprises that do not compete with Company and/or any
of the Affiliated Companies.  Further, it
is expressly understood and agreed that any amendments, modifications and/or
exclusions with respect to Employee’s limitations and obligation imposed by
Surviving Paragraph 8 of the Employment Agreement shall be reduced to writing
and fully executed by all parties hereto.


 


8.                                       Waiver of Other Compensation. 
Except for the compensation, benefits and rights provided in this
Agreement, Employee waives any compensation, benefits or rights that may have
accrued in his capacity as an employee, contractually or otherwise, including,
without limitation, any right to any salary, fees or benefits or to continued
participation in any compensation plans, programs or arrangements of any of the
Affiliated Companies.


 


9.                                       Publicity. 
Except as otherwise required by law, Employee hereby agrees to refrain
from directly or indirectly engaging in publicity or any other action or
activity (whether such action or activity reflects adversely or not upon any
Affiliated Company) with respect to any Affiliated Company, their respective
officers, directors, employees, and business, or with regard to his employment
or the separation from such employment or any of the matters set forth
herein.  The parties shall develop a
mutually acceptable press release regarding Employee’s separation from the
Company.  The Company agrees that any
subsequent press releases or like 


 


5





















 


statements issued by the
Company shall first be approved and issued by Gerard M. Jacobs, after
conferring with Employee where practicable.


 


10.                                 Tax Withholding.  The
Company may withhold from any payments made under this Agreement all federal,
state or other taxes required by any law or governmental regulation or
ruling.  Employee is solely responsible
for all tax liabilities and other consequences with respect to any taxes which
may be owed by him beyond the deductions made by the Company from amounts
payable under this Agreement.  Employee
agrees that the Company has no such responsibility, and Employee will indemnify
and hold the Company harmless from any such tax liabilities or other
consequences, with no requirement to pay any further sum to him for any reason,
including, without limitation, unanticipated tax liabilities or other consequences.


 


11.                                 Future Employment. 
Employee hereby waives, releases and foregoes any chance, right or
opportunity to seek employment with or to provide services to any of the
Affiliated Companies, now or ever in the future, and agrees not to apply for or
accept any such employment.


 


12.                                 Confidentiality. 
The Parent may file this Agreement with the U.S. Securities and Exchange
Commission if the Parent is advised to do so by securities counsel.  Except as provided in the immediately
preceding sentence:  the terms of this
Agreement shall remain strictly confidential; the parties shall not, unless
compelled by law or judicial process to do so, disclose or discuss, directly or
indirectly, its terms with anyone other than his or its attorney and financial
advisors, provided that they, as a condition of receiving such information,
also agree, in writing, to keep such terms confidential; the parties expressly
warrant and agree that a breach of this confidentiality pledge will cause
substantial harm and damages resulting from any such breach would be difficult
to quantify; the parties shall have the right to obtain such preliminary,
temporary or permanent mandatory or restraining injunctions, orders or decrees
as may be necessary to protect himself or itself, as the case may be, against,
or on account of, any breach of the provisions of this Section 12 without
the proof of any actual damage caused to the non-breaching party; and such
right to equitable relief is in addition to all other legal remedies the
parties may have to protect their rights.


 


13.                                 Non-Disparagement/Return
of Materials/Cooperation/Consultation. 
Employee and the Company hereby agree to the following:


 


a.                                      Except
as otherwise required by law, Employee will not make, publish or disseminate
any derogatory statements or comments (including, without limitation, to an
Affiliated Company’s clients, prospective clients, employees, and vendors),
whether orally or in writing, about any of the Company, the Parent or any
Affiliated Companies or their business, officers, directors, shareholders or
employees, including but not limited to T. Benjamin Jennings, Gerard M. Jacobs,
Vincent Mesolella, Jody Brown, George Douaire, Scott Mitchell and Xavier
Hermosillo, or take any action which a reasonable person would expect, directly
or indirectly, to impair the good will, business reputation or good name of any
of them; and, except as otherwise required by law, the officers and directors
of the Company, including but not limited to T. Benjamin Jennings, Gerard M.
Jacobs, Vincent Mesolella, Jody Brown, George Douaire, Scott Mitchell and
Xavier Hermosillo will not make, publish or disseminate any derogatory
statements or comments, whether orally or in writing, about Employee, or take
any action which a reasonable person would expect, directly or indirectly, to
impair his good will, business reputation or good name.


 


b.                                     Promptly
following the effective date of this Agreement, Employee will deliver to the
Company (and each Affiliated Company where applicable) the originals of notes,
sketches, drawings, specifications, memoranda, correspondence, files,
documents, records, notebooks, computer disks and computer tapes, and
inventions (collectively, the “Company 


 


6





















 


Materials”) then in Employee’s possession or under Employee’s
control, whether prepared by Employee or by others.  Employee shall deliver to the Company (and
each Affiliated Company where applicable) any Company and Affiliated Company
equipment in his possession, including any computer equipment such as a laptop
computer; provided however that the Company shall return Employee’s personal
items, including his cell phone provided that all data currently stored on said
cell phone shall be duplicated and preserved in due course prior to delivery to
Employee.  The Company shall retain the
laptop computer, docking stations, routers and monitors.  Further, the Company shall preserve the
laptop in its current substantially unchanged condition and thereafter permit
Employee limited access to said equipment to copy any personal
information.  Employee will coordinate
with Gerry Jacobs and/or Scott Mitchell and reach agreement regarding what
materials Employee may copy from the laptop computer.  Any non-business information contained on the
phone or computer, whether in electronic form or hard copy, shall be preserved
and sealed in a confidential manner. 
Employee acknowledges that effective on the Separation Date, he will no
longer be a spokesperson for the Company, the Parent or for any of the Affiliated
Companies and will thereafter refer any calls or inquiries to him concerning
the Company, the parent or for any Affiliated Company to Gerard M. Jacobs or T.
Benjamin Jennings.


 


c.                                      Employee agrees that for a period of twelve
(12) months, he will respond to reasonable requests for information from the
Company and will cooperate with the Company in wrapping up or concluding
matters on which Employee had worked, and will cooperate with the Company, the
Parent and any Affiliated Company in any actual or threatened litigation or
other proceedings, including, without limit, testifying on any Affiliated
Company’s behalf at depositions, before administrative or regulatory bodies or
in court or arbitration or similar proceedings.


 


d.                                     Employee
understands that in the course of his ongoing cooperation with the Company, he
may receive or be asked to review documents from the Affiliated Companies that
contain confidential information of the Affiliated Companies. The Affiliated
Companies agree that they will stamp any and all such documents provided to
Employee with the legend “Confidential Information.”  Employee agrees that he will not use or
disclose such documents or their contents for any purpose other than providing
assistance and cooperation to the Affiliated Companies and will return all
copies of such documents upon request or after completing his review or use of
them on behalf of Affiliated Companies.


 


14.                                 Remedies.  In
the event that either party breaches or otherwise fails to observe any
covenant, agreement or duty herein described, as determined by an arbitrator, a
court or any other body of competent jurisdiction, the other party shall be
entitled to any remedy set forth herein, as well as any other remedy available
at law or in equity.  The parties acknowledge
and agree that in the event that either party brings an action as a result of
any breach of this Agreement – including Employee’s breach of Surviving
Paragraph 8 of the Employment Agreement, the non-prevailing party shall be and
hereby agrees to be responsible for any and all reasonable attorneys’ fees (and
related litigation expenses and costs) incurred by the prevailing party arising
out of each such litigation.


 


15.                                 Unfair Treatment.  By
entering into this Agreement, neither Employee nor the Company (including its
directors, officers, and other agents) admits, in any way, that he or it
treated the other party unlawfully, wrongfully, or unfairly.  To the contrary, each party expressly denies
having violated the other party’s rights or having harmed the other party in
any way.


 


16.                                 Consultation with Counsel.  Employee acknowledges that he
has carefully read and fully understands all the provisions and effects of this
Agreement after having had the opportunity to consult and thoroughly discuss
all its aspects with an attorney of his own choice; that he is voluntarily
entering into this Agreement; and that neither the Company (or any 


 


7





















 


Affiliated
Company) nor its (or their) agents or attorneys made any representation or
promise concerning the terms or effects of this Agreement other than those
contained herein.


 


17.                                 Arbitration. 
Employee and the Company waive any right to a court (including jury)
proceeding and instead agree to submit any dispute over the application,
interpretation, validity, or any other aspect of this Agreement to binding
arbitration in Raleigh, North Carolina, consistent with the application of the
Federal Arbitration Act and the employment discrimination or comparable
procedural rules of the American Arbitration Association (“AAA”)
before an arbitrator who is a member of the National Academy of Arbitrators (“NAA”)
out of a Raleigh, North Carolina, area panel of fifteen (15) arbitrators to be
supplied by the AAA.  Only true neutrals
will be eligible for consideration as arbitrators, and under no circumstances
will AAA furnish the names of individuals who represent employees, unions or
companies.  Except as provided for in
Paragraph 8 above, the fees and costs charged by AAA and the fees charged and
the expenses incurred by the neutral arbitrator selected shall be borne equally
by the Company and Employee.


 


18.                                 Modification.  If
any arbitrator, court, or other authority determines that any term, condition,
clause, or other provision of this Agreement is void or invalid, he, she or it
will have discretion to modify such term, condition, clause, or other provision
of this Agreement to make it valid, or, alternatively, if he, she or it
declines to make such a modification and leaves it invalid, the remaining
portions of this Agreement will remain in full force and effect.


 


19.                                 Securities and Exchange
Commission.  Employee hereby acknowledges, represents,
covenants and warrants that he shall fully comply with all applicable
Securities and Exchange Commission (“SEC”) Regulations, including but in no way
limited to maintaining all material and non-public information in confidence.


 


20.                                 Entire Agreement.  This
Agreement represents the entire agreement of the parties with respect to the
subject matter contained herein, and any amendments shall be ineffective unless
they are written and signed by all parties and/or their duly authorized
representatives.


 


21.                                 Successors and Assigns.  This
Agreement is binding on the Company’s successors and assigns, including any
change in control of the Company.


 


22.                                 Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same agreement.


 


23.                               Employee Representation.  By signing this Agreement, Employee is making
the following representation:  “I HAVE
READ THIS AGREEMENT, HAVE HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY OF MY
CHOOSING ABOUT EACH ASPECT OF IT, HAVE RECEIVED THE NECESSARY TIME TO CONSIDER
ITS CONTENTS AND TO FULLY UNDERSTAND ALL OF ITS TERMS, AND SIGN THIS AGREEMENT
VOLUNTARILY.”


 


EMPLOYEE UNDERSTANDS THAT HE HAS UP TO TWENTY-ONE (21)
CALENDAR DAYS TO REVIEW THIS AGREEMENT AND THAT HE HAS THE RIGHT TO CONSULT
WITH AN ATTORNEY PRIOR TO EXECUTION OF THIS AGREEMENT IF HE SO DESIRES, AND HE
HEREBY CONFIRMS THAT HE HAS BEEN SO ADVISED.


 


8





















 


EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR
OTHERWISE, MADE TO THIS AGREEMENT AND GENERAL RELEASE DO NOT RESTART OR AFFECT
IN ANY MANNER THE ORIGINAL TWENTY-ONE (21) CALENDAR DAY CONSIDERATION PERIOD.


 


HAVING
ELECTED TO EXECUTE THIS AGREEMENT, TO FULFILL THE PROMISES SET FORTH HEREIN,
AND TO RECEIVE THEREBY THE SUMS AND BENEFITS SET FORTH ABOVE, S. PATRICK MARTIN
FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT
INTENDING TO WAIVE, SETTLE AND RELEASE ALL CLAIMS HE HAS OR MIGHT HAVE AGAINST
WEBSOURCED, INC. AS OF THE DATE HE EXECUTES THIS AGREEMENT.


 


24.                               REVOCATION
PERIOD AND EFFECTIVE DATE.  FURTHER, THIS AGREEMENT SHALL NOT BECOME
EFFECTIVE OR ENFORCEABLE UNTIL AT LEAST THE EIGHTH (8TH) DAY AFTER
THE DATE THAT EMPLOYEE SIGNS THIS RELEASE (“EFFECTIVE DATE”).


 


25.                               ATTORNEYS
FEES AND COSTS.  EACH PARTY SHALL BE RESPONSIBLE FOR AND BEAR
THEIR RESPECTIVE OBLIGATIONS, EXPENSES AND COSTS FOR AND RELATING TO ATTORNEYS’
FEE RELATING TO AND/OR ARISING OUT OF EMPLOYEE’S EMPLOYMENT AND SEPARATION FROM
EMPLOYMENT, EXCEPT THAT THE COMPANY SHALL PAY 50 PERCENT OF EMPLOYEE’S LEGAL
FEES, UP TO A MAXIMUM OF $15,000, FOR LEGAL FEES INCURRED BY OR ON BEHALF OF
EMPLOYEE TO DATE.  EXCEPT AS PROVIDED FOR
HEREIN, ANY AND ALL OTHER FEES AND EXPENSES INCURRED ON BEHALF OF, AND/OR FOR
THE BENEFIT OF EMPLOYEE, RELATING TO AND/OR ARISING OUT OF EMPLOYEE’S
EMPLOYMENT AND SEPARATION FROM EMPLOYMENT, BE AND ARE THE SOLE OBLIGATION OF
THE EMPLOYEE.  EMPLOYEE WARRANTS THAT THE
ONLY LAW FIRMS HE HAS RETAINED IN CONNECTION WITH HIS EMPLOYMENT AND/OR
SEPARATION OF EMPLOYMENT ARE KILPATRICK STOCKTON LLP AND WOMBLE, CARLYLE,
SANDRIDGE & RICE, PLLC (“LAW FIRMS”). 
EMPLOYEE UNDERSTANDS THAT HE IS PERSONALLY RESPONSIBLE FOR PAYMENT OF
ALL LEGAL FEES AND EXPENSES AND WILL DIRECT THE LAW FIRMS TO SEND ALL INVOICES
TO HIM PERSONALLY AND DIRECTLY.  EMPLOYEE
WILL THEN SEND TO GERARD M. JACOBS OR HIS DESIGNEE APPROPRIATE EVIDENCE OF
PAYMENT IN ACCORDANCE WITH THE PROVISIONS OF THIS PARAGRAPH AND THEREAFTER,
PAYMENT WILL PROCEED IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH THIS
PROVISION.


 


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9





















 


This CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL
RELEASE is made voluntarily and knowingly effective the date first above
written.


 


	
  Sworn to and subscribed before me this

  day of                             ,
  2005.

  	
   

  	
  EMPLOYEE

  
	
   

  	
   

  	
  /s/ S. Patrick Martin

  
	
   

  	
   

  	
  S. Patrick Martin

  
	
   

  	
   

  	
   

  	
   

  
	
  Notary Public for North Carolina

  	
   

  	
   

  
	
  My Commission Expires:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sworn to and subscribed
  before me

  this          day of                                  ,
  2005.

  	
   

  	
  WEBSOURCED, INC.

  
	
   

  	
   

  	
  By:

  	
  /s/ Gerard M. Jacobs

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gerard M. Jacobs 

  
	
   

  	
   

  	
   

  	
   

  
	
  Notary Public for Illinois

  	
   

  	
  Title:

  	
  Chairman

  
	
  My Commission Expires:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Sworn to and subscribed
  before me

  this          day
  of                                  ,
  2005.

  	
   

  	
  CGI HOLDING CORPORATION

  d/b/a THINK PARTNERSHIP INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Gerard M. Jacobs 

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Gerard M. Jacobs  

  
	
  Notary Public for Illinois

  	
   

  	
   

  
	
  My Commission Expires:

  	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Executive Officer

  
													



 


10





















 


List of Affiliated Companies:


 


CGI Holding Corporation


WebSourced, Inc.


Cherish, Inc.


Personals Plus, Inc.


Real Estate School Online Inc.


Marketsmart Advertising Inc.


Right Stuff Inc.


Checkup Marketing Inc.


PrimaryAds, Inc.


Kowabunga! Technologies Inc.


Ozona Online Network Inc.


 


I acknowledge receipt of this Exhibit A as of
this 2nd  day
of December, 2005.


 


 


	
   

  	
  /s/ S. Patrick Martin

  
	
   

  	
  S. Patrick Martin

  



 





















 


S. PATRICK
MARTIN


NON-QUALIFIED OPTIONS AWARDED AND
VESTED


 


	
  Date of Grant

  	
   

  	
  Number of

  Shares

  Underlying

  Options

  	
   

  	
  Option Price

  Per Share

  	
   

  	
  Number of

  Vested

  Options

  	
   

  	
  Number

  of Non-

  Vested

  Options

  	
   

  	
  Available

  for

  Exercise

  	
   

  	
  Expiration

  Date

  	
   

  
	
  7-31-2003

  	
   

  	
   

  	
  510,000

  	
   

  	
  $

  	
  0.13

  	
   

  	
  510,000

  	
   

  	
  —

  	
   

  	
  510,000

  	
   

  	
  7-31-2013

  	
  (1)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  2-25-2002

  	
   

  	
   

  	
  200,000

  	
   

  	
  $

  	
  0.27

  	
   

  	
  200,000

  	
   

  	
  —

  	
   

  	
  200,000

  	
   

  	
  2-25-2007

  	
  (2)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7-10-2000

  	
   

  	
   

  	
  33,147

  	
   

  	
  $

  	
  0.45

  	
   

  	
  33,147

  	
   

  	
  —

  	
   

  	
  33,147

  	
   

  	
  7-10-2010

  	
  (3)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-20-2005

  	
   

  	
   

  	
  300,000

  	
   

  	
  $

  	
  5.25

  	
   

  	
  —

  	
   

  	
  300,000

  	
   

  	
  —

  	
   

  	
  1-20-2015

  	
  (4)

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 










(1) These options do not contain any termination
provision triggered by the termination of S. Patrick Martin’s employment with
WebSourced, Inc.


 


(2) These options are vested, and currently
terminate 30 days after the last day of S. Patrick Martin’s employment with
WebSourced, Inc. Pursuant to Paragraph 5 of the Confidential Separation
Agreement and General Release, these options will now be exercisable solely
during the period January 1, 2006 through November 30, 2006.


 


(3) These options do not contain any termination
provision triggered by the termination of S. Patrick Martin’s employment with
WebSourced, Inc.


 


(4) These options are not vested, and will
terminate 30 days after the last day of S. Patrick Martin’s employment with
WebSourced, Inc.


 


I acknowledge the receipt and accuracy of this Exhibit B
as of this 2nd
day of December, 2005.


 


 


	
   

  	
  /s/ S. Patrick Martin

  
	
   

  	
  S. Patrick Martin