1124566--4/2/2007--ZIFF_DAVIS_HOLDINGS

related topics

{condition, economic, financial}

{debt, indebtedness, cash}

{system, service, information}

{cost, operation, labor}

{product, market, service}

{investment, property, distribution}

{control, financial, internal}

{property, intellectual, protect}

{stock, price, share}

{cost, regulation, environmental}

{personnel, key, retain}

{stock, price, operating}

{product, liability, claim}

To service our indebtedness, we will require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control. An increase in short-term interest rates could adversely affect our cash flows. If Ziff Davis Holdings does not receive loans, advances or dividends from its subsidiaries, Ziff Davis Holdings may be unable to redeem or pay accrued dividends on its preferred stock. We may not be able to finance a change of control offer. If there is a default, proceeds from sales of the collateral may not be sufficient to repay the holders of the Notes. The guarantees of the Notes and the liens securing the guarantees of the Secured Notes may not be enforceable because of fraudulent conveyance laws. Our controlling stockholder may have interests that conflict with the interests of other investors. Stockholders proportional equity interest in Ziff Davis Holdings could be reduced in the future. Because there is no public market for the Notes, you may not be able to resell your Notes. We depend on advertising as a principal source of revenue, which decreases during economic cycle downturns and fluctuates due to seasonal buying. If the U.S. economy worsens, we may have to implement further cost saving efforts to achieve the benefits we expect, which could result in further restructuring charges and materially impact our business. We may not be able to protect our intellectual property. Our business might suffer if we fail to retain our senior management or to recruit and retain key personnel. New product launches or acquired products may reduce our earnings or generate losses. We face significant competition for advertising and circulation. Our principal vendors are consolidating and this may adversely affect our business and operations. We may be adversely affected by fluctuations in paper and postage costs. We may be adversely affected by a continued weakening of newsstand sales. Our websites and networks may be vulnerable to unauthorized persons accessing our systems, which could disrupt our operations and result in the theft of our and our users proprietary or personal information. Our business involves risks of liability claims for publication and website content or technology, which could result in significant liability.

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1124566--4/2/2007--ZIFF_DAVIS_HOLDINGS_INC