Exhibit 10.5


EMPLOYMENT AGREEMENT


THIS AGREEMENT (“Agreement”) is made and entered into
this 3rd day of August, 2006, by and between Scott P. Mitchell (the “Executive”)
and Think Partnership Inc., a Nevada corporation (the “Company”).


WHEREAS, the Company desires to employ the Executive
and the Executive desires to accept such employment;


NOW, THEREFORE, in consideration of the promises,
mutual covenants and agreements contained herein, the Company and the Executive
do hereby agree as follows:


1.   Employment and Duties.   On
the terms and subject to the conditions set forth in this Agreement, the
Company agrees to employ the Executive as the President and Chief Executive
Officer of the Company to perform such duties and responsibilities as are
consistent with such positions.


2.   Performance.   The
Executive accepts the employment described in Section 1 above, and
agrees to faithfully and diligently perform the duties and responsibilities
described therein. The Executive shall devote time and attention to matters of
the Company such that the Executive’s services to the Company constitute his
primary business activity. The Company acknowledges that the Executive may (i)
engage in charitable and community affairs (including serving on the board of
directors or similar management body of any charitable or community
organization), (ii) serve on the board of directors of or act as a consultant
to other companies which are not engaged in a business that directly competes
with the Company Business (as defined in Section 18 below), and (iii)
make personal investments in public and private companies; provided, however,
that Executive shall not have beneficial ownership (A) in excess of 10% in any
public entity, (B) in any private entity which directly competes with the
business of the Company, unless such investment is approved by the
disinterested members of the Company’s board of directors.


3.   Term.   The
term of employment under this Agreement shall commence on the date of this
Agreement (the “Commencement Date”) and shall continue for a period of five (5)
years thereafter (the “Employment Period”); provided, however, that on the
fourth anniversary of the Commencement Date the Employment Period shall be
automatically extended for an additional year, and on every anniversary date
after the fourth anniversary date the Employment Period shall be automatically
extended an additional year, unless at least sixty (60) days before such
anniversary, either the Executive or the Company, as the case may be, notifies
the other of its desire not to further extend the Employment Period; and
provided, further, that the Employment Period shall terminate upon the earliest
to occur of the events described in Section 14 hereunder. For purposes
of this Agreement, “Balance of the Term” shall mean the period beginning on the
date of termination and ending on the date that the Employment Period would
have ended pursuant to this Section 3 due to lapse of time (assuming no
further extensions of the Employment Period beyond those already approved as of
the date of termination), without regard to Section 14.









 



4.   Salary.   For
all the services to be rendered by the Executive hereunder, the Company agrees
to pay, during the Employment Period, a base salary (“Salary”) at an initial
rate of four hundred and eighty five thousand Dollars ($485,000.00) per
Contract Year, payable in the manner and frequency in which the Company’s
payroll is customarily handled. In addition, Executive shall receive an
additional $10,000 per Contract Year in compensation to be allocated and paid
by the Company at the direction of Executive for a car allowance, additional
insurance or other benefits. For purposes of this Agreement, “Contract Year”
shall mean a one-year period commencing on the Commencement Date or on any
anniversary of the Commencement Date. The Company may increase the Executive’s
Salary at any time, or from time to time, during the Employment Period,
provided, however, that the Company may not at any time reduce the Salary from
its then-current level. During the term of this Agreement, the combined Salary
and Annual Cash Bonus (as hereinafter defined) paid to Executive during any
Contract Year shall be higher than the combined Salary and Annual Cash Bonus
paid to any other employee of the Company. Executive shall, in any event,
receive as combined Salary and Annual Cash Bonus no less than 90% of the
combined Salary and Annual Cash Bonus paid to the Chief Executive Officer
during each year of this Agreement. 


5.   Incentive Compensation.   In
addition to the Executive’s Salary, the Executive shall be eligible to
participate in and receive awards under any other stock-based plans of the
Company pursuant to Section 12 below (“Incentive Compensation”).


6.   Cash Bonus Compensation.   The
Executive shall be entitled to the following bonus compensation:


(a)   Annual Cash Bonusl.   At
the end of each fiscal year of the Company, the Executive shall be entitled to
an annual cash bonus determined by the Board of Directors (the “Annual Cash
Bonus”). In the event the Executive’s employment is terminated during a
Contract Year, the Executive shall be entitled to an annual cash bonus
pro-rated based on the number of days he was an employee of the Company during
the Contract Year prior to the date of termination. The Company shall pay the
Annual Cash Bonus to the Executive no later than thirty (30) days after the
completion of the audit for such fiscal year or, in the event the Employment
Period is terminated during the Contract Year, thirty (30) days after the date
the Employment Period is terminated, unless this Agreement provides a different
payment schedule for the Annual Cash Bonus to be paid in the event of
termination.


(b)   Additional Bonus.   The
Executive shall be eligible to receive additional cash bonuses pursuant to Section
10 below.


7.   Vacation.   The
Executive shall be entitled to take vacations with pay, in a reasonable amount
during each year of service under this Agreement, to be taken during the year
at such time or times deemed reasonable by the Executive. Unused vacation time
shall not be accumulated from one year to the next..Unused vacation time shall
not be accumulated from one year to the next.



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8.   Sick Leave.   In
accordance with the policies and rules governing the sick leave of senior
management, the Executive shall be allowed paid sick leave during each year of
service under this Agreement. Unused sick leave shall not be accumulated from
one year to the next.


9.   Disability Benefit.   If
at any time during the Employment Period the Executive is unable to perform fully
his duties hereunder for a period of six (6) consecutive months by reason of
illness, accident, or other physical or mental disability (as confirmed by
competent medical evidence) and such condition may reasonably be expected to be
permanent (“Total Disability”), the Executive shall be entitled to receive
within thirty (30) days of the date of determination of the Total Disability
(i) any accrued but unpaid Salary, Annual Cash Bonus (determined in accordance
with Section 6(a)), and prorated vacation, and any other amounts accrued
but unpaid as of the date of termination. In addition, the Executive shall
receive the Salary for an additional six (6) months following determination of
the Total Disability, payable at the regular monthly intervals then in effect.
If any dispute regarding the existence of the Executive’s Total Disability
arises, each party shall appoint a physician and such physicians shall jointly
appoint a third physician, the decision of any two (2) of such physicians
regarding the existence of Total Disability shall be binding upon the parties.


10.   Death Benefit.   In
the event of the death of the Executive during the Employment Period, the
Company shall pay within thirty (30) days of the date of death any accrued but
unpaid Salary, Annual Cash Bonus (determined in accordance with Section 6(a))
and prorated vacation, and any other amounts accrued but unpaid as of the date
of termination. In addition, the Executive shall receive the Salary for an
additional six (6) months following the date of termination, payable at the
regular monthly intervals then in effect. The benefits payable under this Section
10 shall be paid to the person or persons designated by the Executive on
the form provided by the Company or, in the absence of such a designation, as
follows: (i) to the Executive’s spouse if she survives him; (ii) if the
Executive’s spouse fails to survive the Executive, then in equal shares to the
Executive’s children who survive him; or (iii) if neither Executive’s spouse
nor any child survives the Executive, then all to the Executive’s estate.


11.   This section intentionally left blank.


12.   Other Compensation, Benefits and Perquisites.   The
Executive’s Salary shall be as described in Section 4 above; his Annual
Cash Bonus shall be as described in Section 6(a) above; his vacation
shall be as described in Section 7 above; and his sick leave, disability
benefit, death benefit shall be as described in Sections 8, 9, and 10
above, respectively. In addition to the aforesaid types of compensation,
benefits and perquisites and additional compensation set forth in Section 4,
the Executive shall be entitled to participate in all other types of
compensation, benefits and perquisites then available to executive management
as approved by the Board of Directors, such as, but not limited to: cash
bonuses in addition to guaranteed cash bonuses; stock option plans; 401(k)
plans; welfare plans; business travel policies; medical insurance; dental
insurance; dues, fees and costs (including travel) associated with membership
and participation in professional, educational and other clubs and
organizations, and attendance at professional, educational and other programs,
presentations, workshops, seminars and conventions.



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13.   Business Expense Reimbursement.   Executive
is authorized to incur reasonable expenses in carrying out his duties and
responsibilities under this Agreement, including, without limitation, expenses
for travel, entertainment and similar items related to such duties and
responsibilities (“Business Expenses”). The Company shall provide the Executive
with a Company corporate credit card to be used by Executive to cover Business
Expenses and the Company agrees to pay the monthly credit card bills. The
Company will reimburse Executive for all such out-of-pocket Business Expenses
incurred by the Executive upon presentation by Executive, from time to time, of
accounts of such expenditures (appropriately itemized and approved consistent
with the Company’s policy).


14.   Termination.


(a)   Unilateral Termination.   The
Employment Period may be terminated by the Executive at any time by written
notice of termination given to the other party at least ninety (90) days in
advance of the termination date stated in such notice.


(b)   Termination for Just Cause.   The
Company shall have the option to terminate the Employment Period, effective
upon written notice of such termination to the Executive, for Just Cause as
determined by the Executive Committee. For purposes of this Agreement, the term
“Just Cause” shall mean the occurrence of any one or more of the following
events:


(i)     The
willful and continued failure by the Executive to substantially perform his
duties with the Company (other than any such failure resulting from termination
by Total Disability, retirement or death) after a demand for substantial
performance is delivered to the Executive that specifically identifies the
manner in which the Company believes that the Executive has not substantially
performed his duties, and the Executive fails to resume substantial performance
of his duties on a continuous basis within fourteen (14) days of receiving such
demand; provided, that if such breach is not capable of being cured within a 14
day period, Executive will have a reasonable additional period to cure such
breach but only if Executive promptly commences and continues good faith
efforts to cure such breach;


(ii)    The
Executive’s engaging in conduct which is demonstrably and materially injurious
to the Company, monetarily or otherwise, and willful disloyalty or deliberate
dishonesty or the commission by Executive of an act of fraud or embezzlement
against the Company; or


(iii)   The
Executive’s conviction of a felony or a misdemeanor, other than traffic related
or similar minor misdemeanors, either in connection with the performance of
Executive’s obligations to the Company or which otherwise materially and
adversely affects Executive’s ability to perform such obligations.



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For purposes of this subsection (b), an act, or
failure to act, on the Executive’s part, shall not be deemed “willful” unless
done, or omitted to be done, by the Executive not in good faith and without a
reasonable belief that his action or omission was in the best interest of the
Company.


(c)   Termination Upon Death.   The
Employment Period shall automatically terminate upon the death of the
Executive, without further action by the Company.


(d)   Termination Upon Disability.   The
Employment Period shall terminate thirty (30) days after the Company notifies
the Executive of a determination of Total Disability (as defined above) of the
Executive, provided the Executive does not dispute such determination as
provided in Section 9 hereof, in which case the date of termination for
Total Disability shall be the date the Executive is determined to have a Total
Disability pursuant to Section 9 hereof.


(i)   Termination for Good Reason.   The
Executive shall have the right to resign for Good Reason (as defined below).
For purposes of this Agreement, “Good Reason” shall mean (i) any material
breach by the Company of its obligations hereunder which is not cured within
fourteen (14) days of written notice from the Executive to the Company
describing such breach, provided that if such breach is not capable of being
cured within such 14 day period, the Company will have a reasonable additional
period to cure such breach but only if the Company promptly commences and
continues good faith efforts to cure such breach, or (ii) any transfer of the
Executive’s principal work location to a location outside of Clearwater,
Florida without the Executive’s prior written consent.


15.   Surrender of Properties.   Upon
termination of the Executive’s employment with the Company, regardless of the
reason therefore, the Executive shall promptly surrender to the Company all
property provided him by the Company for use in relation to his employment and,
in addition, the Executive shall surrender to the Company any and all sales
materials, lists of customers and prospective customers, price lists, files,
records, models, or other materials and information of or pertaining to the
Company or its customers or prospective customers or the products, business,
and operations of the Company.


16.   Headquarters.   The
Company acknowledges that the Executive shall be based in Clearwater, Florida
during the Employment Period.


17.   Severance Pay.   Notwithstanding
any other provision of this Agreement, if the Employment Period is terminated
by the Executive for Good Reason, or if the Company causes the non-renewal of
the Employment Period pursuant to Section 3 herein, the Company shall
pay the Executive (i) any accrued but unpaid Salary, prorated Annual Cash Bonus
(determined in accordance with Section 6(a)) and prorated vacation, and
any other amounts accrued but unpaid as of the date of termination, and
(ii) a lump-sum severance payment equal to the unpaid Salary of the
Balance of the Term at the then-current level. In addition, (i) the Company
shall continue all medical, dental and life insurance benefits at no cost to
the Executive for the greater of (A) twelve (12) months, commencing on the date
of termination of the 



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Employment Period, or (B) the Balance of the Term (the
provision by the Company of any such group health benefits shall not be
considered continuation coverage pursuant to Section 4980B of the Internal
Revenue Code of 1986, as amended (the “Code”), and such continuation coverage
shall commence on the date that benefits provided hereunder cease), except if
Executive begins new employment or service for another person or entity that
offers comparable health insurance, such benefits shall immediately cease and
(ii) the ownership of all restricted stock and options granted to the Executive
by the Company under this Agreement or any other agreement shall vest to the
extent provided for in the applicable stock option or other agreement governing
the issuance thereof. Other than as provided herein, if the Employment Period
is terminated by the Executive pursuant to Section 14(a) or by the
Company as provided in Section 14(b) of this Agreement, or if the
Executive causes the non-renewal of the Employment Period pursuant to Section
3 herein, the Company shall pay to the Executive in a lump sum payment any
accrued but unpaid Salary, prorated Annual Cash Bonus (determined in accordance
with Section 6(a)) and prorated vacation, and any other amounts accrued
but unpaid as of the date of termination. Any severance payable pursuant to
this Section 17 shall be paid to the Executive in one lump sum within
ten (10) days after termination of the Employment Period.


18.   Restrictive Covenants.   In
addition to any other obligation of the Executive under any other agreement
with the Company, in order to assure that the Company will realize the benefits
of this Agreement and in consideration of the employment set forth in this
Agreement, the Executive agrees that he shall not during the Employment Period
and for a period of six (6) months (the “Restricted Period”) from the
termination of the Employment Period:


(a)    Directly
or indirectly, alone or as a partner, joint venturer, member, officer,
director, employee, consultant, agent, independent contractor, stockholder or
in any other capacity of any company or business, engage in any business
activity in any state in the United States or in any other country in which the
Company (i) is qualified to do business on the date of termination of the
Employment Period, or (ii) has planned (pursuant to a plan approved by the
Board of Directors) to be qualified to do business, which is directly or
indirectly in competition with the Company Business; provided, however, that,
the beneficial ownership of less than 5% of the shares of stock of any
corporation having a class of equity securities actively traded on a national
securities exchange or over-the-counter market shall not be deemed, in and of
itself, to violate the prohibitions of this Section;


(b)    Directly
or indirectly (i) induce any person which is a customer of the Company or any
subsidiary or affiliate of the Company on the date of the termination of the
Employment Period to patronize any business directly or indirectly in
competition with the Company Business; (ii) canvass, solicit or accept from any
person that is a customer of the Company or any subsidiary or affiliate of the
Company on the date of the termination of the Employment Period, any such
competitive business, or (iii) request or advise any person that is a customer
of the Company Business on the date of the termination of the Employment Period
to withdraw, curtail, or cancel any such customer’s business with the Company
or any affiliate or subsidiary of the Company;



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(c)    Directly
or indirectly employ, or knowingly permit any company or business directly or
indirectly controlled by him, to employ, any person who was employed by the
Company or any subsidiary or affiliate of the Company on the date of the
termination of the Employment Period or within six (6) months prior to the date
of termination of the Employment Period, or in any manner seek to induce any
such person to leave his or her employment;


(d)    For
purposes of this Agreement, “Company Business” shall mean providing online
advertising services and certain related consumer services which includes
search engine marketing, affiliate marketing, online lead generation, online
dating, and online education..


(e)    The
Executive agrees and acknowledges that the restrictions contained in this Section
18 are reasonable in scope and duration and are necessary to protect the Company
after the Commencement Date. If any provision of this Section 18 as
applied to any party or to any circumstance is adjudged by a court to be
invalid or unenforceable, the same will in no way affect any other circumstance
or the validity or enforceability of this Agreement. If any such provision, or
any part thereof, is held to be unenforceable because of the duration of such
provision or the area covered thereby, the parties agree that the court making
such determination shall have the power to reduce the duration and/or area of
such provision, and/or to delete specific words or phrases, and in its reduced
form, such provision shall then be enforceable and shall be enforced. The
parties agree and acknowledge that the breach of this Section will cause irreparable
damage to the Company and upon breach of any provision of this Section, the
Company shall be entitled to injunctive relief, specific performance or other
equitable relief; provided, however, that this shall in no way limit any other
remedies which the Company may have (including, without limitation, the right
to seek monetary damages).


19.   Confidentiality of Information Duty of
Non-Disclosure.   The Executive
acknowledges and agrees that his employment by the Company under this agreement
necessarily involves his understanding of and access to certain trade secrets
and confidential information pertaining to the Company Business. Accordingly,
the Executive agrees that after the date of this Agreement at all times,
whether during or after the termination of the Employment Period, he will not,
directly or indirectly, without the prior written consent of the Company,
disclose to or use for the benefit of any person, corporation or other entity,
or for himself any and all files, trade secrets or other confidential
information concerning the internal affairs of the Company or its subsidiaries
or affiliates, including, but not limited to, information pertaining to its
clients, services, products, earnings, finances, operations, methods or other
activities; provided, however, that the foregoing shall not apply to
information which is of public record or is generally known, disclosed or
available to the general public or the industry generally. Further, the
Executive agrees that he shall not, directly or indirectly, remove or retain,
without the express prior written consent of the Company, and upon termination
of this Agreement for any reason shall return to the Company, any figures,
calculations, letters, papers, records, computer disks, computer print-outs,
customer lists, price lists, other lists, contracts, business plans, forms,
manuals, other documents, instruments, drawings, designs, programs, brochures,
sales literature, or any copies or reproductions thereof, or any information or
instruments derived therefrom, or any other similar information of any type or
description, however such information might be obtained or 



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recorded, arising out of or in any way relating to the
business of the Company or obtained as a result of his employment by the
Company. The Executive acknowledges that all of the foregoing are proprietary
information, and are the exclusive property of the Company.


20.   Enforcement.


(a)    Upon
presentation of a claim or claims (collectively, “Claims”) arising out of or
relating to this Agreement, or the breach hereof, by an aggrieved party, the
other party shall have sixty (60) days in which to make such inquiries of the aggrieved
party and conduct such investigations as it believes reasonably necessary to
determine the validity of the Claims. At the end of such period of
investigation, the complained of party shall either pay the amount of the
Claims or the arbitration proceeding described immediately below shall be
invoked.


(b)    In the
event that the Claims are not settled by the procedure set forth immediately
above, the Claims shall be submitted to arbitration conducted in accordance
with the Commercial Arbitration Rules (“Rules”) of the American Arbitration
Association (“AAA”) except as amplified or otherwise varied hereby.


(c)    The
parties shall submit the dispute to the Atlanta regional office of the AAA and
the site of the arbitration shall be Pinellas County, Florida.


(d)    The
arbitration shall be conducted by a single arbitrator. The parties shall
appoint the single arbitrator to arbitrate the dispute within ten (10) business
days of the submission of the dispute. In the absence of agreement as to the
identity of the single arbitrator to arbitrate the dispute within such time,
the AAA is authorized to appoint an arbitrator in accordance with the Rules,
except that the arbitrator shall have as his principal place of business the
Tampa/St.Petersburg/Clearwater metropolitan area.


(e)    The single
arbitrator selected by the AAA shall be an attorney, accountant or other
professional licensed to practice by the State of Florida.


(f)     Notwithstanding
anything in the Rules to the contrary, the arbitration award shall be made in
accordance with the following procedure. Each party shall, at the commencement
of the arbitration hearing, submit an initial statement of the amount each
party proposes be selected by the arbitrator as the arbitration award (“Settlement
Amount”). During the course of the arbitration, each party may vary its
proposed Settlement Amount. At the end of the arbitration hearing, each party
shall submit to the arbitrator its final Settlement Amount (“Final Settlement
Amount”), and the arbitrator shall be required to select either one or the
other Final Settlement Amounts as the arbitration award without discretion to
select any other amount as the award. The arbitration award shall be paid
within ten (10) business days after the award has been made, together with
interest from the date of award at the rate of six percent (6%). Judgment upon
the award may be entered in any federal or state court having jurisdiction over
the parties and shall be final and binding.



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21.   Costs of Enforcement.   The
losing party in any action to enforce the terms of this Agreement shall
reimburse the other for reasonable attorneys’ fees and costs incurred by the
other in connection with any claim brought.


22.   No Duty to Mitigate or Offset.   The
Executive shall not be required to mitigate or offset the amount of any
payments that the Executive may receive from the Company as a result of the
termination of the Employment Period. The amounts payable hereunder by the
Company as a result of the termination of the Employment Period shall be
considered liquidated damages and shall not be reduced by any amounts that the
Executive earns through other employment or otherwise, except that the Company’s
obligation to continue medical, dental and life insurance benefits pursuant to Section
17 herein, shall be reduced by the amount of any such benefits provided to
the Executive by any other employer.


23.   Indemnification.   The
Company will indemnify Executive in accordance with that certain
Indemnification Agreement, of even date herewith, by and between the Company
and Executive.


24.   Directors and Officers Insurance.   The
Executive shall be entitled to the protection of any insurance policies the
Company or any of its affiliates from time to time maintains for the benefit of
its senior executive officers and directors (or substantially similar policies)
respecting liabilities, costs, charges, and expenses of any type whatsoever
incurred or sustained by the Executive in connection with any action, suit or
proceeding to which the Executive may be made a party or may be threatened to
be made a party by reason of the Executive’s being or having been a director,
officer, employee or agent of the Company or serving or having served at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.


25.   General Provisions.


(a)   Notice.   Any
notice or demand required or permitted hereunder shall be made in writing (i)
either by actual delivery of the notice or demand into the hands of the party
thereunder entitled, or (ii) by the mailing of the notice or demand in the
United States mail, certified or registered mail, return receipt requested, all
postage prepaid and addressed to the party to whom the notice or demand is to
be given at the party’s respective address set forth below, or such other
address as the parties may from time to time designate by written notice as
herein provided.


As addressed to
the Company:


Think Partnership Inc.

Attention: Chief Executive Officer



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With a copy to:


Shefsky & Froelich Ltd.

111 East Wacker Drive

Suite 2800

Chicago, Illinois 60601

Attention: Michael J. Choate


As addressed to
the Executive:


Scott P. Mitchell

3844 Wellington Parkway

Palm Harbor, FL 34685


With a copy to:


Law Offices of Nicholas Taldone

2536 Countyside Blvd.

Clearwater, FL 33763

Attention: Nicholas Taldone


The notice or demand shall be deemed to be received in
case (i) on the date of its actual receipt by the party entitled thereto and in
case (ii) on the date of its mailing.


(b)   Amendment and Waiver.   No
amendment or modification of this Agreement shall be valid or binding upon the
Company unless made in writing and signed by an officer of the Company (not
including Executive) duly authorized by the Board of Directors (excluding the
vote of Executive) or upon the Executive unless made in writing and signed by
him. The waiver by either party hereto of the breach of any provision of this
Agreement shall not operate or be construed as a waiver of any subsequent
breach by such party.


(c)   Entire Agreement.   This
Agreement constitutes the entire Agreement between the parties with respect to
the Executive’s duties and compensation as an executive of the Company and
shall supersede any and all prior agreements or understandings between the parties
hereto; there are no representations, warranties, agreements or commitments
between the parties hereto with respect to his employment except as set forth
herein.


(d)   Governing Law.   This
Agreement shall be governed by and construed in accordance with the internal
laws (and not the law of conflicts) of the State of Florida.


(e)   Severability.   If
any provision of this Agreement shall, for any reason, be held unenforceable by
a court of competent jurisdiction, such provision shall be severed from this
Agreement unless, as a result of such severance, the Agreement fails to reflect
the basic intent of the parties. If the Agreement continues to reflect the
basic intent of the parties, then the invalidity of such specific provision
shall not affect the 



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enforceability of any other provision herein, and the
remaining provisions shall remain in full force and effect.


(f)   Assignment.   The
Executive may not under any circumstances delegate any of his rights and
obligations hereunder without first obtaining the prior written consent of the
Company. The Company shall cause this Agreement and all of the Company’s rights
and obligations hereunder to be assigned and expressly assumed by any successor
to all or substantially all of the business and/or assets of the Company,
whether direct or indirect, by purchase, merger, consolidation or otherwise,
including upon a Change in Control (as defined in Section 14(e));
provided, however, that any such assignment shall not relieve the Company of
its obligations hereunder to the extent that an assignee does not fulfill such
obligations.


(g)   Heirs.   This
Agreement shall inure to the benefit of and be enforceable by the Executive’s
personal or legal representatives, executors, administrators, successors,
heirs, distributees, devisees and legatees. If the Executive should die while
any amount would still be payable to him hereunder if he had continued to live,
all such amounts, unless otherwise provided herein, shall be paid in accordance
with the terms of this Agreement to the Executive’s devisee, legatee or other
designees or, if there is no such designee, to the Executive’s estate.



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IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.


	
  

  	
  THINK PARTNERSHIP INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jody Brown

  
	
   

  	
   

  	
  Jody Brown, Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  
	
   

  	
  /s/ Scott P. Mitchell

  
	
   

  	
  Scott P. Mitchell