Exhibit 10.2


SECOND AMENDMENT TO AGREEMENT


This Second Amendment to Agreement (this “Second Amendment”)
is made and entered into this 10th day of August, 2006, to be effective as of
July 1, 2006, by and among THINK PARTNERSHIP, INC., f/k/a CGI HOLDING
CORPORATION, a Nevada corporation (“THK”), LITMUS MEDIA, INC., a
Missouri corporation and wholly owned subsidiary of THK (“Litmus” and
sometimes referred to as “Litmus Surviving Company”), and JOHN LINDEN (“Linden”)
and TOBIAS TEETER (“Teeter”), as two of the former shareholders of
Litmus (Linden and Teeter, together, are referred to herein as the “Shareholders”,
and individually, as a “Shareholder”). 
THK, Litmus, and the Shareholders are also referred to herein each,
individually, as a “Party” and, collectively, as the “Parties.”


WITNESSETH:


WHEREAS, the Parties previously entered into an Agreement,
dated February 17, 2006, (the “Agreement”) whereby Litmus Acquisition
Sub, Inc., a wholly owned subsidiary of THK, merged into Litmus (the “Merger”).  Litmus is the surviving corporation after the
Merger and is now a wholly owned subsidiary of THK.


WHEREAS, by virtue of the Merger, each share of
common stock of Litmus, issued and outstanding prior to the Effective Time, was
converted into the right to receive certain Cash Consideration, which included
Initial Cash Consideration and Deferred Cash Consideration, and  Stock Consideration, which included Initial
Stock Consideration and Deferred Stock Consideration, as defined in the
Agreement.


WHEREAS, the Parties desire to enter into this Second
Amendment to modify the terms of the Agreement with respect to the Deferred
Cash Consideration and the Deferred Stock Consideration.


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 Second Amendment shall have the meanings set forth in
the Agreement.


2              Additional
Definitions.  The following terms are
hereby added to the Definitions set forth in Article I of the Agreement and
shall have the meanings set forth below:


“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.


3.             Amendment to
Section 6.5.  Section 6.5, Post
Closing Bonus Pool, is hereby amended and superseded by the following:


6.5           Post
Closing Bonus Pool.  In the event the
Shareholders are entitled to any Earnout Payments pursuant to Article VIII, THK
shall cause additional capital to be contributed to Litmus Surviving Company to
create a bonus pool (the “Bonus Pool”). 
The Bonus Pool shall be used to pay bonuses to the pre-merger employees
of Litmus identified in Schedule 6.5 (the “Pre-Merger Employees”).  The amount of additional capital to be
contributed by THK to the Bonus Pool shall be an amount equal to five percent (5%)
of the Earnout Payment (the “Bonus Pool Amount”), before taking into
account deduction of the Bonus Pool Amount, it being understood and agreed that
the amount of the Earnout Payment to be paid to the Shareholders through the
issuance of THK Common Stock shall be decreased by an amount equal to the Bonus
Pool Amount.  Distribution of the Bonus
Pool among the Pre-Merger Employees shall be determined by Linden and Teeter,
if and when the Bonus Pool Payments are made. 
The obligations of THK under this Section shall survive the Closing.


4.             Amendment to
Article VIII.  Article VIII, Earnout,
is hereby amended and superseded by the following:


8.1           Earnout.  After the Closing Date, each Shareholder and
Non-Party Shareholder shall be eligible to receive, on a pro rata basis
determined by their percentage of the total number of outstanding shares of
Litmus Common Stock shown on Schedule 2.6, 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 the Shareholders and Non-Party Shareholder in an amount based upon
the Consolidated EBITDA target reached as set forth below, less five percent
(5%) of which shall be the Bonus Pool Amount to be contributed in cash as set
forth in Section 6.5.  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:



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(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 the Shareholders and
Non-Party Shareholder having a value for purposes of this Section 8.1(a)(1)
equal to $1,954,556 (less the Bonus Pool Amount).  The number of shares to be issued will be
equal to the quotient obtained by dividing $1,954,556 (less the Bonus Pool
Amount) 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 the Shareholders and
Non-Party Shareholder having a value for purposes of this Section 8.1(a)(2)
equal to $2,915,039 (less the Bonus Pool Amount).  The number of shares to be issued will be
equal to the quotient obtained by dividing $2,915,039 (less the Bonus Pool
Amount) 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 the Shareholders and Non-Party Shareholder
having a value for purposes of this Section 8.1(a)(3) equal to
$3,853,940 (less the Bonus Pool Amount). 
The number of shares to be issued will be equal to the quotient obtained
by dividing $3,853,940 (less the Bonus Pool Amount) by the preset value per
share of $2.00.


For purposes of this Section 8.1(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:


(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 the Shareholders and
Non-Party Shareholder having a value for purposes of this Section 8.1(b)(1)
equal to $2,161,363 (less the Bonus Pool Amount).  The number of shares to be issued will be
equal to the quotient obtained by dividing $2,161,363 (less the Bonus Pool
Amount) 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 the Shareholders and
Non-Party Shareholder having a value for purposes of this Section 8.1(b)(2)
equal to $3,604,952 (less the Bonus Pool Amount).  The number of shares to be issued will be
equal to the quotient obtained by dividing $3,604,952 (less the Bonus Pool
Amount) 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 the Shareholders and Non-Party Shareholder
having a value for purposes of this Section 8.1(b)(3) equal to
$4,989,578 (less the 



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Bonus Pool Amount).  The number
of shares to be issued will be equal to the quotient obtained by dividing
$4,989,578 (less the Bonus Pool Amount) by the preset value per share of $2.00.


For purposes of this Section 8.1(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 the Shareholders and
Non-Party Shareholder having a value for purposes of this Section 8.1(c)(1)
equal to $2,363,505 (less the Bonus Pool Amount).  The number of shares to be issued will be
equal to the quotient obtained by dividing $2,363,505 (less the Bonus Pool
Amount) 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 the Shareholders and
Non-Party Shareholder having a value for purposes of this Section 8.1(c)(2)
equal to $4,288,649 (less the Bonus Pool Amount).  The number of shares to be issued will be
equal to the quotient obtained by dividing $4,288,649 (less the Bonus Pool
Amount) 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 the Shareholders and Non-Party Shareholder
having a value for purposes of this Section 8.1(c)(3) equal to
$6,276,482 (less the Bonus Pool Amount). 
The number of shares to be issued will be equal to the quotient obtained
by dividing $6,276,482 (less the Bonus Pool Amount) by the preset value per
share of $2.00.


For purposes of this Section 8.1(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.


8.2           Change
of Subsidiaries.  If there is a
proposed change to THK’s subsidiaries after the execution date of this Second 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 (20%) of the mid-threshold amount of Consolidated EBITDA for such
Mersurement 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.



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8.3           Payment.
Any Earnout Payment payable to the Shareholders and Non-Party Shareholder under
Section 8.1 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.


8.4           No
Fractional Shares.  Any fractional
shares resulting from any of the calculations required by Section 8.1
above shall be rounded up to the nearest whole number.


8.5           Notwithstanding
any provision to the contrary in this Agreement, THK, in its sole discretion,
shall be permitted to pay to the Shareholders and the Non-Party Shareholders
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 Stock Consideration would cause the total Stock Consideration to be paid by
THK pursuant to this Agreement to exceed 20% of the shares of THK Common Stock
issued and outstanding immediately prior to the Effective Time.  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 Second Amendment. 
The rights set forth in the first sentence of this Section 8.5 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 Stock Consideration that would cause the total Stock Consideration
to exceed 20% of the shares of THK Common Stock issued and outstanding
immediately prior to the Effective Time 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.


8.6           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 the Shareholders (a) the Earnout Payment
described in Section 8.1 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 8.1 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.


8.7           No
Shareholder or Non-Party Shareholder shall have the right to demand payment of
the Earnout Payment other than in accordance with this Article VIII.  In addition, no Shareholder or Non-Party
Shareholder shall 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 8.3 hereof.


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



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6.             Authority.
Each individual executing this Second Amendment on behalf of an entity
represents and warrants that (a) he or she is duly authorized to execute and
deliver this Second Amendment on behalf of the entity; (b) the entity has all
requisite power and authority to execute, deliver and perform under this Second
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 Second Amendment; and (e)
this Second 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 Second Amendment as of the day and year first above written.


	
  

  	
  THINK PARTNERSHIP, INC., f/k/a

  
	
   

  	
  CGI HOLDING CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  LITMUS MEDIA, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  JOHN LINDEN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TOBIAS TEETER

  	
   

  
											



 



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