1010788--3/15/2006--ZOMAX_INC

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{cost, operation, labor}

{system, service, information}

{product, market, service}

{customer, product, revenue}

{operation, international, foreign}

{control, financial, internal}

{cost, regulation, environmental}

{competitive, industry, competition}

We are dependent on a small number of key customers in the personal computer (PC) hardware and software industries. We may not be able to maintain our status as a Microsoft Authorized Replicator. Evolution to a less vertically integrated business model. We may not be able to effectively compete in an increasingly competitive environment. Beginning in the first half of 2004, supply shortages and petroleum price increases have placed significant upward pressures on the price of polycarbonate, certain other raw materials and freight costs. We may not be able to meet our customers requirements regarding the security of their intellectual property, inventory and other assets. We are dependent on revenues from the replication of CD and DVD media which may be threatened by the development and rate of market acceptance of new media storage techniques or other electronic media technologies. Restructuring to move towards profitability. Limited visibility to customer demand. We concluded that our internal controls over financial reporting were not operating effectively as of December 31, 2004. We are subject to foreign currency exchange fluctuations

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