1075736--3/9/2006--IMERGENT

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{product, market, service}

{stock, price, share}

{system, service, information}

{operation, natural, condition}

{acquisition, growth, future}

{property, intellectual, protect}

{stock, price, operating}

{condition, economic, financial}

{financial, litigation, operation}

{tax, income, asset}

{cost, contract, operation}

{provision, law, control}

{personnel, key, retain}

{cost, regulation, environmental}

{competitive, industry, competition}

{control, financial, internal}

Our business prospects, financial condition, or results of operations could be adversely affected by any of the following risks. If we are adversely affected by such risks, then the trading price of our common stock could decline, and you could lose all or part of your investment. Fluctuations in our operating results may affect our stock price and ability to raise capital. Our ability to use our net operating loss carryforwards may be reduced. This could adversely affect our results of operations and cash flows. From time to time we are and have been the subject of governmental inquiries and investigations as well as lawsuits that could require us to change our sales and marketing practices or pay damages or fines which could negatively impact our financial results. We depend on our senior management. Our loss of these individuals could put us at a serious disadvantage. We may acquire businesses or pursue acquisitions of complementary service or product lines and technologies that may involve financial, integration and transaction completion risks that could adversely affect our operations. We may need to monetize a substantial portion of the customer receivables generated by our workshop business. If we are unable to do so it may require us to raise additional working capital. We are dependent on credit card issuers who provide us with merchant accounts that are used to receive payments from our customers. We might require additional capital to support business growth, and such capital might not be available. We are subject to compliance with securities laws, which expose us to potential liabilities, including potential rescission rights. Our business could be materially and adversely affected as a result of general economic and market conditions. Our operations could be hurt by terrorist attacks, fear of disease and other activity and events that make air travel difficult or reduce the willingness of customers to attend our workshops. The market for our products and services is evolving and its growth is uncertain. We may not have the resources to compete with other companies within our industry. Expansion into international markets and development of country-specific eCommerce products and services may be difficult or unprofitable. Directors and executive officers beneficially own approximately 10% of our common stock and their interests could conflict with other stockholders. Our future success depends on continued growth in acceptance of the Internet as a business medium. Evolving regulation of the Internet, including the use of e-mail as a marketing tool, may harm our business. Internet security issues pose risks to the development of eCommerce and our business. We depend upon our proprietary intellectual property rights, none of which can be completely safeguarded against infringement. We may incur substantial expenses in defending against third-party patent and trademark infringement claims regardless of their merit. There are low barriers to entry into the eCommerce services market and, as a result, we face significant competition in a rapidly evolving industry. Our operations, based in Utah, could be hurt by a natural disaster or other catastrophic event. Investors could incur immediate and substantial dilution. Some provisions of our certificate of incorporation and bylaws may deter takeover attempts that may limit the opportunity of our stockholders to sell their shares at a favorable price. Our stock price and its volatility and our listing may make it more difficult to resell shares when desired or at attractive prices. Future sales of common stock by our existing stockholders and by holders of warrants and stock options granted by us could adversely affect our stock price.

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1075736--3/9/2006--IMERGENT_INC