0001104659-06-003776 Sample Contracts

Agreement
Merger Agreement • January 25th, 2006 • Cgi Holding Corp • Services-computer programming, data processing, etc. • New York

This Agreement (this “Agreement”) made and entered into as of this 20th day of January, 2006, by and among CGI HOLDING CORPORATION, d/b/a THINK PARTNERSHIP INC., a Nevada corporation (“THK”), MOREX MERGER SUB, LLC, a New York limited liability company and wholly owned subsidiary of THK (“Morex Merger Sub”), MOREX MARKETING GROUP, LLC., a New York limited liability company (“Morex”), Lloyd Ecker (“LE”), Robert Moore (“RM”), Tina MacNicholl (“TM”) and What if holdings, LLC (“WIH” and, together with LE, RM and TM, the “Members”). THK, Morex Merger Sub, Morex and the Members are sometimes referred to herein each, individually, as a “Party” and, collectively, as the “Parties.”

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GUARANTY AGREEMENT
Guaranty Agreement • January 25th, 2006 • Cgi Holding Corp • Services-computer programming, data processing, etc.
SECURITY AGREEMENT
Security Agreement • January 25th, 2006 • Cgi Holding Corp • Services-computer programming, data processing, etc.
LOAN AGREEMENT
Loan Agreement • January 25th, 2006 • Cgi Holding Corp • Services-computer programming, data processing, etc.
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