1336262--10/30/2006--GLOBAL_SERVICES_PARTNERS_ACQUISITION

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{interest, director, officer}

{stock, price, share}

{acquisition, growth, future}

{customer, product, revenue}

{product, market, service}

{system, service, information}

{cost, operation, labor}

{regulation, change, law}

{competitive, industry, competition}

{loss, insurance, financial}

{investment, property, distribution}

{personnel, key, retain}

{control, financial, internal}

{product, candidate, development}

We are a development stage company with no operating history and very limited resources. If we are unable to complete a business combination, holders of our common stock will be unable to convert their securities and participate in the distribution of the trust fund. Holders of the shares of common stock will not be entitled to vote those shares on a proposed business combination. Because there are numerous companies with a business plan similar to ours seeking to effectuate a business combination, it may be more difficult for us to complete a business combination. If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share distribution received by Class B stockholders could be less than $5.05 per share. Our common stockholders and our Class B stockholders may be held liable for claims by third parties against us to the extent of distributions received by them. Since we have not yet identified a target business, and our search and selection of a target business with which to complete a business combination is not limited to any particular industry, we cannot currently ascertain the merits or risks of the business which we may ultimately acquire or the industry in which we may ultimately operate. We may issue shares of our capital stock or debt securities to complete a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership. We may issue shares of our capital stock or debt securities to complete a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership. We may issue shares of our capital stock or debt securities to complete a business combination, which would reduce the equity interest of our stockholders and likely cause a change in control of our ownership. Our ability to effect successfully a business combination and to be successful afterwards is totally dependent upon the efforts of our key personnel, some of whom may join us following a business combination and whom we would have only a limited ability to evaluate. Because our officers, directors and senior advisors allocate their time to other businesses, it may interfere with our ability to consummate a business combination. Our officers, directors and senior advisors may in the future become affiliated with entities engaged in business activities similar to those intended to be conducted by us and accordingly, may have conflicts of interest in determining which entity a particular business opportunity should be presented to. All of our officers, directors and senior advisors own securities of ours which will not participate in the distribution of the trust fund or distributions upon our liquidation. This may cause them to have a conflict of interest in determining whether a particular target business is appropriate for a business combination. If our common stock or Class B common stock becomes subject to the SEC s penny stock rules, broker-dealers may experience difficulty in completing customer transactions and trading activity in our securities may be adversely affected. It is probable that we will only be able to complete one business combination, which will cause us to be solely dependent on a single business and a limited number of products or services. Because of our limited resources and structure, we may not be able to consummate an attractive business combination. We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel us to restructure the transaction or abandon a particular business combination. The loss of the services of any of our executive officers would make it more difficult to find a suitable company for a business combination which makes it more likely that we will be required to distribute the proceeds of our trust fund to our Class B stockholders. Our outstanding warrants and option may have an adverse effect on the market price of our common stock and warrants and make it more difficult to effect a business combination. If our existing securityholders exercise their registration rights, it may have an adverse effect on the market price of our common stock and the existence of these rights may make it more difficult to effect a business combination. If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to c Risks related to the business process services industry Our revenues may be highly dependent on a limited number of major clients and any loss of business from major clients would reduce our revenues and growth. Our clients may adopt technologies that decrease the demand for our services, which could reduce our revenues and threaten our ability to compete. Business process service providers are typically highly dependent on a few industries and any decrease in demand for outsourced services in these industries could reduce our revenues and growth. The business process service provider industry is highly competitive and we may be unable to compete with businesses that have greater resources than we do. Business process service providers often encounter long sales and implementation cycles and require significant resource commitments by us and our clients, which they may be unwilling or unable to make. We may experience significant employee turnover rates and we may be unable to hire and retain enough sufficiently trained employees to support our operations, which could limit our ability to service clients, grow and operate profitably. Our operations could suffer from telecommunications or technology downtime, disruptions or increased costs. We could cause disruptions to our clients business from inadequate service, and our insurance coverage may be inadequate to cover this risk. Unauthorized disclosure of sensitive or confidential client and customer data, whether through breach of our computer systems or otherwise, could expose us to protracted and costly litigation and cause us to lose clients. We will be subject to extensive laws and regulations that could limit or restrict our activities and impose financial requirements or limitations on the conduct of our business. There are many risks relating to restructuring operations that are beyond our control and could affect our ability to operate successfully. Risks related to potential offshore operations Moving a portion of a target business operations to new facilities in a foreign country could result in interruptions in service and cause us to lose business from clients. We may face wage inflation and additional competition in offshore markets for our professionals, which could increase the cost of qualified employees and the amount of employee turnover.

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1336262--10/30/2006--GLOBAL_SERVICES_PARTNERS_ACQUISITION_CORP.