1062292--3/17/2006--KNOT

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{product, market, service}

{system, service, information}

{property, intellectual, protect}

{stock, price, operating}

{acquisition, growth, future}

{operation, natural, condition}

{stock, price, share}

{customer, product, revenue}

{control, financial, internal}

{regulation, government, change}

{personnel, key, retain}

{product, liability, claim}

{provision, law, control}

RISK FACTORS THAT MAY AFFECT FUTURE RESULTS Risks Related to Our Business We have an unproven business model, and it is uncertain whether online wedding-related sites can generate sufficient revenues to survive. We have a history of significant losses since our inception and may incur significant losses in the future. We lack significant revenues and may be unable to adjust spending quickly enough to offset any unexpected revenue shortfall. If sales to sponsors or advertisers forecasted in a particular period are delayed or do not otherwise occur, our results of operations for a particular period would be materially and adversely affected. Our quarterly revenues and operating results are subject to significant fluctuation, and these fluctuations may adversely affect the trading price of our common stock. Because the frequency of weddings vary from quarter to quarter, our operating results may fluctuate due to seasonality. We depend on our strategic relationships with other websites. The market for Internet advertising is still developing, and if the Internet fails to gain further acceptance as a media for advertising, we would experience slower revenue growth than expected or a decrease in revenue and would incur greater than expected losses. We may be unable to continue to build awareness of The Knot and The Nest brand names which would negatively impact our business and cause our revenues to decline. Our business could be adversely affected if we are not able to successfully integrate any future acquisitions or successfully operate under our strategic partnerships. The costs associated with potential acquisitions or strategic alliances could dilute your investment or adversely affect our results of operations. If we cannot protect our domain names, it will impair our ability to successfully brand The Knot. Our business and prospects would suffer if we are unable to protect and enforce our intellectual property rights. Our products and services may infringe on intellectual property rights of third parties and any infringement could require us to incur substantial costs and distract our management. Increased competition in our markets could reduce our market share, the number of our advertisers, our advertising revenues and our margins. Our potential inability to compete effectively in our industry for qualified personnel could hinder the success of our business. Terrorism and the uncertainty of war may have a material adverse effect on our operating results. We may not be able to obtain additional financing necessary to execute our business strategy. Systems disruptions and failures could cause advertiser or user dissatisfaction and could reduce the attractiveness of our sites. We may not be able to deliver various services if third parties fail to provide reliable software, systems and related services to us. We may be liable if third parties misappropriate our users personal information. Our executive officers, directors and stockholders who each owned greater than 5% of our common stock exercise significant control over all matters requiring a stockholder vote. Anti-takeover provisions in our charter documents and Delaware law may make it difficult for a third party to acquire us. Risks Related to the Securities Markets Our stock price has been highly volatile and is likely to experience extreme price and volume fluctuations in the future that could reduce the value of your investment and subject us to litigation. Sales or the perception of future sales of our common stock may adversely affect our stock price. Risks Related to the Internet Industry If the use of the Internet and commercial online services as media for commerce does not continue to grow, our business and prospects would be materially and adversely affected. We may be unable to respond to the rapid technological change in the Internet industry and this may harm our business. If we become subject to burdensome government regulation and legal uncertainties related to doing business online, our sponsorship and advertising and merchandise revenues could decline and our business and prospects could suffer. We may be sued for information retrieved from our sites. We may incur potential product liability for products sold online. We may incur significant expenses related to the security of personal information online.

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1062292--3/17/2006--KNOT_INC