1080088--3/25/2008--LIVEWORLD

related topics

{system, service, information}

{stock, price, share}

{personnel, key, retain}

{competitive, industry, competition}

{acquisition, growth, future}

{stock, price, operating}

{product, market, service}

{cost, contract, operation}

{property, intellectual, protect}

The market in which we compete is highly competitive, and if we are unable to compete effectively, our business will not succeed. We may need to raise capital in the future, and we may not be able to do so on attractive terms, or at all. Our sales cycle varies and at times is difficult to predict, which may result in greater variation in quarterly results than would otherwise prevail. We are highly dependent upon the services of our key personnel, and if we were unable to timely replace any key employee, our business would be severely harmed. Private label online social network and community services are relatively new and our future success is dependent upon the growth of this market. Our success will be limited if we are unable to attract, retain and motivate highly skilled personnel. We are parties to a joint venture agreement that may result in warrants to acquire a substantial portion of our capital stock being issued, which would dilute our existing investors. Peter Friedman is currently our sole director, and if he were to be unable or unwilling to continue in these roles, we would need to find a replacement, which could be difficult, costly and distracting to our business. A significant portion of our capital stock or rights to acquire capital stock are held by a small group of people and entities whose interests may be different than other investors. We may make strategic acquisitions or investments, which involves numerous risks, including the risk that we might pay too much for an acquisition or investment, that any transaction could distract management and that the failure to successfully integrate an acquired business may harm our business and cause our stock price to decline. We may cease to be a public reporting company, which could limit the information that is publicly available about us and further reduce the liquidity of our common stock. Any system failure or slow down could significantly harm our reputation and damage our business. We depend on third-party software to deliver specified aspects of our services. If our business becomes more highly regulated, we may not be able to pursue our business model and our business could be substantial harmed. We may be exposed to liability for publishing or distributing content over the Internet. The disclosure or misuse of data we collect could harm our business. We may be subject to litigation over intellectual property rights, and any such litigation could be costly, involve significant distraction of management, and have an uncertain outcome.

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1080088--3/25/2008--LIVEWORLD_INC