1142701--2/20/2008--UNITED_ONLINE

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{product, market, service}

{system, service, information}

{operation, international, foreign}

{acquisition, growth, future}

{competitive, industry, competition}

{stock, price, operating}

{capital, credit, financial}

{personnel, key, retain}

{stock, price, share}

{tax, income, asset}

{operation, natural, condition}

{interest, director, officer}

{provision, law, control}

{financial, litigation, operation}

{regulation, change, law}

{property, intellectual, protect}

{customer, product, revenue}

{product, candidate, development}

RISKS RELATING TO OUR CLASSMATES MEDIA SEGMENT We expect to face increasing competition that could result in a loss of users and reduced revenues and decreased profitability. Failure to increase or maintain the number of pay accounts for our social networking services could cause our business and financial results to suffer. Failure to increase or maintain the number of free members for our social networking services could cause our business and financial results to suffer. If we are not successful in increasing or maintaining the number of our loyalty marketing service members, and in convincing members to actively participate in our program, our business and financial results will suffer. If our social networking members do not interact with our Web sites, our business and financial results will suffer. Our social networking and loyalty marketing businesses rely heavily on email campaigns, and any restrictions on the sending of emails could adversely affect our results of operations. Our international operations and plans for international expansion may not be successful. RISKS RELATING TO OUR COMMUNICATIONS SEGMENT Our business will suffer if we are unable to compete successfully. Revenues and profitability of our Communications segment are expected to decrease. If we are unable to retain users, our business and financial results will suffer. Our Internet access business is dependent on our ability to effectively manage our telecommunications and network capacities. RISKS RELATING TO OUR BUSINESS GENERALLY We may be unable to maintain or grow our advertising revenues. Reduced advertising revenues may reduce our profits. Our business is subject to fluctuations. Our marketing activities may not be successful. We may be unsuccessful at acquiring additional businesses, services or technologies. Even if we complete an acquisition, it may not improve our results of operations and may adversely impact our business and financial condition. We may not successfully develop or acquire and market new services and features in a timely or cost-effective manner; consumers or advertisers may not accept our new services and features. Our business is highly dependent on our billing and customer support systems, and on third-parties for technical support and customer support; our business may suffer if these systems do not function and we cannot perform and provide these services. If our software or hardware contains errors or fails, if we fail to operate our services effectively or if we encounter difficulties integrating our systems and technologies, our business could be seriously harmed. A security breach or inappropriate access to, or use of, our networks, computer systems or services could expose us to liability, claims or a loss of revenue. Harmful software programs such as viruses could disrupt our business. Our failure to protect our proprietary rights could harm our business. Legal actions, particularly those associated with proprietary rights, could subject us to substantial liability and expense and require us to change our business practices. We may not realize the benefits associated with our assets and may be required to record a significant charge to earnings if we are required to impair our assets. Our ability to operate our business could be seriously harmed if we lose members of our senior management team or other key employees. Changes in laws and regulation changes and new laws and regulations may adversely affect our results of operations. Our business could be shut down or severely impacted by a catastrophic event. Our business could be severely impacted due to political instability or other factors in India or the Philippines. There are risks associated with our strategy of an initial public offering of Classmates Media Corporation. We cannot predict our future capital needs and we may not be able to secure additional financing. We may stop paying, or reduce, quarterly cash dividends on our common stock. We have anti-takeover provisions that may make it difficult for a third-party to acquire us. Our stock price has been highly volatile and may continue to be volatile.

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1142701--2/20/2008--UNITED_ONLINE_INC