Exhibit 10.4


FIRST AMENDMENT TO AGREEMENT


This First Amendment to Agreement (this “First Amendment”)
is made and entered into this 10th day of August, 2006, to be effective as of
July 1, 2006, by and between THINK PARTNERSHIP, INC., f/k/a CGI HOLDING
CORPORATION, a Nevada corporation (“THK or “Buyer”) and JAMES
BANKS, a British National (“Seller”). 
THK and Seller are also referred to herein each, individually, as a “Party”
and, collectively, as the “Parties.”


WITNESSETH:


WHEREAS, the Parties previously entered into a Share
Purchase Agreement, dated April 27, 2006, (the “Agreement”) whereby THK
purchased all of the legal and beneficial title to the issued share capital of
Web Diversity Limited, a private limited company incorporated and registered in
England and Wales (the “Company”), which was owned by the Seller.


WHEREAS, as consideration for such shares, Seller
has the right to receive certain Cash Consideration, Shares Consideration, and an
Earnout Payment (if any) as defined in the Agreement.


WHEREAS, the Parties desire to enter into this First
Amendment to modify the terms of the Agreement with respect to the Earnout
Payment.


NOW THEREFORE, for the reasons described above, in
consideration of the promises and the mutual covenants and representations
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:


AGREEMENT:


1.             Capitalized
Terms.  All capitalized terms used,
but not defined, in this First Amendment shall have the meanings set forth in
the Agreement.


2              Additional
Definitions.  The following
definitions of “Consolidated EBITDA” and “Change of Control of THK” are hereby
added to the Definitions set forth in Article I of the Agreement and the
following revised definition of “Shares Consideration” hereby replaces the
definition of “Shares Consideration” set forth in Article I of the Agreement:


“Consolidated EBITDA” means with respect to
any period, the consolidated earnings from operations of THK and its
subsidiaries, other than Morex Marketing Group, LLC, before interest, taxes,
depreciation and amortization.  Except as
expressly provided herein, EBITDA shall be applied consistently throughout the
Measurement Periods and consistently with the twelve month period immediately
preceding the Measurement Periods.


“Change of Control of THK” means (1) a
merger, reorganization or other business combination in which THK is a party if
immediately following the transaction, a majority of the common stock of THK
(or any successor by merger to THK) is held by Persons who were not 









 



THK shareholders immediately prior to the transaction; (2) the
cumulative acquisition, either directly or indirectly through one transaction
or a series of related transactions, by any Person of fifty percent (50%) or
more of the then issued and outstanding common stock of THK; or (3) a sale of
all or substantially all of the assets of THK to a party that is not controlled
by THK.


“Shares Consideration” has the meaning set
forth in Section 2.2(a), except as used to define “Consideration” in
Article I and as used in Section 4.23, “Share Consideration” shall also
include any THK Common Stock issued to Seller pursuant to Article VII.


3.             Amendment to
Article VII.  Article VII, Earnout,
is hereby amended and superseded by the following:


7.1           Earnout.  After the Closing Date, the Consideration may
be increased by a contingent consideration payment in the form of THK Common
Stock (the “Earnout Payment”) if Consolidated EBITDA exceeds certain
thresholds for the first three consecutive twelve month periods occurring after
June 30, 2006 with the first twelve month period commencing on July 1, 2006
(each such twelve month period being a “Measurement Period” and
together, the “Measurement Periods”). 
Such Earnout Payment, if any, shall be made by THK to Seller in an
amount based upon the Consolidated EBITDA target reached as set forth
below.  The Earnout Payment shall be
payable as follows:


(a)           First
Measurement Period.  With respect to
the first Measurement Period, which commences on July 1, 2006, the following
Consolidated EBITDA thresholds and Earnout Payments are applicable:


(1)           If
the Consolidated EBITDA is at least $12,570,000, but less than $14,070,000,
then THK shall issue shares of THK Common Stock to Seller having a value for
purposes of this Section 7.1(a)(1) equal to $105,580.  The number of shares to be issued will be
equal to the quotient obtained by dividing $105,580 by the preset value per
share of $2.00.


(2)           If
the Consolidated EBITDA is at least $14,070,000, but less than $17,070,000,
then THK shall issue shares of THK Common Stock to Seller having a value for
purposes of this Section 7.1(a)(2) equal to $116,750.  The number of shares to be issued will be
equal to the quotient obtained by dividing $116,750 by the preset value per
share of $2.00.


(3)           If
the Consolidated EBITDA is equal to or exceeds $17,070,000, then THK shall
issue shares of THK Common Stock to Seller having a value for purposes of this Section
7.1(a)(3) equal to $127,670.  The
number of shares to be issued will be equal to the quotient obtained by
dividing $127,670 by the preset value per share of $2.00.


For purposes of this Section 7.1(a), the
value per share of THK’s Common Stock shall remain at $2.00 per share even
though such shares may then be trading at a higher or lower price.


(b)           Second
Measurement Period.  With respect to
the second Measurement Period, which commences on July 1, 2007, the following
Consolidated EBITDA thresholds and Earnout Payments are applicable:



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(1)           If
the Consolidated EBITDA is at least $13,900,000, but less than $17,400,000,
then THK shall issue shares of THK Common Stock to Seller having a value for
purposes of this Section 7.1(b)(1) equal to $235,983.  The number of shares to be issued will be
equal to the quotient obtained by dividing $235,983 by the preset value per
share of $2.00.


(2)           If
the Consolidated EBITDA is at least $17,400,000, but less than $22,100,000,
then THK shall issue shares of THK Common Stock to Seller having a value for
purposes of this Section 7.1(b)(2) equal to $291,834.  The number of shares to be issued will be
equal to the quotient obtained by dividing $291,834 by the preset value per
share of $2.00.


(3)           If
the Consolidated EBITDA is equal to or exceeds $22,100,000, then THK shall
issue shares of THK Common Stock to Seller having a value for purposes of this Section
7.1(b)(3) equal to $347,182.  The
number of shares to be issued will be equal to the quotient obtained by
dividing $347,182 by the preset value per share of $2.00.


For purposes of this Section 7.1(b), the
value per share of THK’s common stock shall remain at $2.00 per share even
though such shares may then be trading at a higher or lower price.


(c)           Third
Measurement Period.  With respect to
the third Measurement Period, which commences on July 1, 2008, the following
Consolidated EBITDA thresholds and Earnout Payments are applicable:


(1)           If
the Consolidated EBITDA is at least $15,200,000, but less than $20,700,000,
then THK shall issue shares of THK Common Stock to Seller having a value for
purposes of this Section 7.1(c)(1) equal to $356,846.  The number of shares to be issued will be
equal to the quotient obtained by dividing $356,846 by the preset value per
share of $2.00.


(2)           If
the Consolidated EBITDA is at least $20,700,000, but less than $27,800,000,
then THK shall issue shares of THK Common Stock to Seller having a value for
purposes of this Section 7.1(c)(2) equal to $461,998.  The number of shares to be issued will be
equal to the quotient obtained by dividing $461,998 by the preset value per
share of $2.00.


(3)           If
the Consolidated EBITDA is equal to or exceeds $27,800,000, then THK shall
issue shares of THK Common Stock to Seller having a value for purposes of this Section
7.1(c)(3) equal to $581,156.  The
number of shares to be issued will be equal to the quotient obtained by
dividing $581,156 by the preset value per share of $2.00.


For purposes of this Section 7.1(c), the
value per share of THK’s common stock shall remain at $2.00 per share even
though such shares may then be trading at a higher or lower price.


7.2           Change
of Subsidiaries.  If there is a
proposed change to THK’s subsidiaries after the execution date of this First
Amendment, such as a proposed acquisition or disposition of a subsidiary by
THK, and such change is expected to increase or decrease the projected amount
of the Consolidated EBITDA for the then current Measurement Period by more than
twenty percent 



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(20%) of the mid-threshold amount of Consolidated EBITDA for such
Measurement Period, the Parties hereby agree to amend the Agreement to adjust
the Earnout Payment provisions in a manner that will mitigate the effect of
such expected change in Consolidated EBITDA on the amount of the Earnout
Payment.  For this purpose, the
mid-threshold amount of Consolidated EBITDA for the three Measurement Periods
are as follows: First Measurement Period = $14,070,000; Second Measurement
Period = $17,400,000; and Third Measurement Period = $20,700,000.


7.3           Payment.
Any Earnout Payment payable to Seller under Section 7.1 hereof shall be
paid no later than fifteen days after THK files with the Securities and
Exchange Commission, its quarterly report on Form 10-Q or 10-QSB for the
quarter in which the applicable Measurement Period ended.


7.4           No
Fractional Shares.  Any fractional
shares resulting from any of the calculations required by Section 7.1
above shall be rounded up to the nearest whole number.


7.5           Notwithstanding
any provision to the contrary in this Agreement, THK, in its sole discretion,
shall be permitted to pay to Seller any portion of the Earnout Payment that is
required to be paid hereunder in cash in lieu of shares of THK Common Stock to
the extent that such portion of the Consideration would cause the total
Consideration to be paid by THK in THK Common Stock pursuant to this Agreement
to exceed 20% of the shares of THK Common Stock issued and outstanding
immediately prior to the Closing Date. 
THK covenants and agrees that it will seek approval from its
shareholders for the issuance of the Earnout Payment in THK Common Stock at the
next annual or special meeting of its shareholders held after the execution of
this First Amendment.  The rights set
forth in the first sentence of this Section 7.5 shall terminate if such
shareholder approval is obtained.  
However, if any portion of the Earnout Payment is required to be paid
hereunder in cash, the amount of such cash payment shall be calculated by
multiplying the number of shares of THK Common Stock in the Consideration that
would cause the total Consideration to be paid by THK in THK Common Stock to
exceed 20% of the shares of THK Common Stock issued and outstanding immediately
prior to the Closing by the average volume-weighted average price (“VWAP”)
for the thirty (30) day period occurring immediately prior to the payment date
for such cash payment.


7.6           If
following the Closing but prior to the end of the third Measurement Period,
there is a Change of Control of THK, then simultaneously with the closing of
the transaction, THK shall pay to Seller (a) the Earnout Payment described in Section
7.1 above for the then current Measurement Period based on the Consolidated
EBITDA that would be attained at the end of such Measurement Period if the Consolidated
EBITDA as of the closing of the transaction was annualized to the end of such
Measurement Period, and (b) the Earnout Payment described in Section 7.1
above for all Measurement Periods, if any, that begin after the closing of the
transaction based on the highest threshold of Consolidated EBITDA being
attained for such Measurement Periods.


7.7           Seller
shall not have the right to demand payment of the Earnout Payment other than in
accordance with this Article VII.  In
addition, Seller shall not be entitled to pledge, borrow or otherwise obtain
the benefits of the Earnout Payment until payment of the Earnout Payment is
required to be paid by THK pursuant to Section 7.3 hereof.



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7.8           Travel
Costs.  In the event that:


(a)           THK
or any of its Affiliates requests Jim Banks or any other senior employee of the
Company to travel overseas; and


(b)           the
purpose of that travel does not in any way relate to promoting or furthering
the interests of the Company or its Affiliates,


then the parties agree that the cost of such travel
shall be for THK’s account or for the account of its nominee and shall not be
borne by the Company, unless the parties otherwise agree.


4.             Construction.  In the event of any conflict by and between
the Agreement and this First Amendment, the terms of this First Amendment shall
control.  Except as amended by this First
Amendment, the terms of the Agreement are hereby ratified and affirmed in all
respects.


5.             Authority.
Each individual executing this First Amendment on behalf of an entity represents
and warrants that (a) he or she is duly authorized to execute and deliver this
First Amendment on behalf of the entity; (b) the entity has all requisite power
and authority to execute, deliver and perform under this First Amendment; (c)
the execution, delivery and performance by the entity has been duly authorized
by all necessary action, corporate or otherwise, on the part of the entity; (d)
the entity has obtained all consents, permits, approvals and authorizations
required by applicable governmental authorities in connection with the
performance of its obligations under this First Amendment; and (e) this First
Amendment is binding upon the entity.


*   *   *


[Signatures begin on the following page]



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IN WITNESS WHEREOF, the Parties hereto have each executed and delivered
this First Amendment as of the day and year first above written.


	
  

  	
  THINK PARTNERSHIP, INC., f/k/a

  
	
   

  	
  CGI HOLDING CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JAMES BANKS

  
								



 



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