1078203--4/2/2007--NET_PERCEPTIONS

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{customer, product, revenue}

{stock, price, share}

{condition, economic, financial}

{cost, regulation, environmental}

{acquisition, growth, future}

{competitive, industry, competition}

{provision, law, control}

{control, financial, internal}

{personnel, key, retain}

{product, liability, claim}

{debt, indebtedness, cash}

{tax, income, asset}

RISKS RELATED TO OUR INDUSTRY Our future operating results may be affected by fluctuations in raw material costs and steel prices. The costs of manufacturing our products and the ability to supply our customers could be negatively impacted if we experience interruptions in deliveries of needed raw materials or supplies. Downturns or weakness in the economy in general or in key industries, such as commercial, industrial or residential construction or government and municipal infrastructure projects, may adversely affect our customers, which may cause the demand for our products and services to decline and adversely affect our financial results. The loss of significant volume from key customers could adversely affect us. Our business could be harmed if we fail to maintain proper inventory levels. Our business is highly competitive, and increased competition could negatively impact our financial results. The Company could incur substantial costs in order to comply with, or to address any violations under, environmental laws that could significantly increase its operating expenses and reduce its operating income. Disruptions to our business or the business of our customers or suppliers, could adversely impact our operations and financial results. If any of the products that the Company sells cause harm to any of its customers, the Company could be exposed to product liability lawsuits. RISKS RELATED TO OUR BUSINESS We have a short operating history with respect to our current and proposed businesses, so it will be difficult for investors to predict our future success. There are significant risks associated with our strategy of acquiring and integrating businesses. The loss of services of the Company's executive management team could harm its business. We may not be able to adequately manage our growth. The Company s existing credit facility contains covenant restrictions that may limit its ability to operate its business. We may be unable to realize the benefits of our net operating loss ("NOL") and tax credit carryforwards. RISKS RELATED TO OUR COMMON STOCK Our common stock is no longer listed on the NASDAQ Small Cap Market. We are vulnerable to volatile market conditions. We do not expect to pay dividends on our common stock in the foreseeable future. Our amended and restated certificate of incorporation authorizes the issuance of shares of preferred stock. We may issue a substantial amount of equity and cash compensation and other shares of our common stock in the future which could cause dilution to old investors and otherwise adversely affect our stock price.

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1078203--4/2/2007--NET_PERCEPTIONS_INC