216324--6/29/2006--IMAGE_ENTERTAINMENT

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{capital, credit, financial}

{customer, product, revenue}

{product, market, service}

{stock, price, operating}

{operation, international, foreign}

{system, service, information}

{loan, real, estate}

{personnel, key, retain}

{cost, operation, labor}

{operation, natural, condition}

{regulation, change, law}

{property, intellectual, protect}

{control, financial, internal}

{acquisition, growth, future}

{stock, price, share}

We Have a High Concentration of Sales From Relatively Few Titles. We Have a High Concentration of Sales to Relatively Few Customers. We May Need Additional Funding to Continue Acquiring Desirable Programming. Failure of Our Strategic Alliances Could Have a Material Adverse Affect on Our Business. Our Current DVD and CD Genre Concentrations May Become Unpopular With Our Retail Customers and End Consumers, Which May Adversely Affect Our Business. Inventory Obsolescence May Adversely Affect Our Business. The Transition to a New DVD Manufacturer May Adversely Affect Our Business. Problems Distributing Our Programming Internationally May Adversely Affect Our Business. The Majority of International Revenues Are Generated By Three Sublicensees. We Have Direct and Indirect Foreign Currency Exchange Risk. We Have an Accumulated Deficit and May Incur Additional Losses. Inability to Maintain Relationships with Our Program Suppliers and Vendors May Adversely Affect Our Business. The Full Exploitation of Our Rights Requires Us to Conduct Business in Areas Where Our Expertise Is Limited. Failure to Effectively Implement Our Sales and Marketing Efforts May Adversely Affect Revenues. Loss of Key Personnel May Adversely Affect Our Business. We May Not Successfully Optimize and Operate Our Warehouse and Distribution Facility, and Our Business Could Be Harmed. Occurrence of Events for Which We Are Not Insured May Adversely Affect Our Business. Our Success Depends on the Unpredictable Commercial Success of Our Programming. Decreasing Retail Shelf Space May Limit Sales of Our Programming DVD Sales Are Not Sustaining the Same Level of Growth as Before. Our Film Production Efforts May Not be Financially Successful. Failure to Effectively Implement a Transition to Vendor Managed Inventory (VMI) May Adversely Affect Our Business. Conflicting High-Definition DVD Formats May Cause Inefficiencies. We May Not Be Able to Keep Pace with Technological Advances. An Increase In Product Returns May Adversely Affect Our Business. Decreasing Retail Prices for DVDs May Negatively Impact Our Revenues. Illegal Piracy May Reduce Our Revenues. Others Failure to Promote Our Programming May Adversely Affect Our Business. If DVD Cannot Compete Successfully with Other Formats of Home Entertainment, Our Revenues May Be Negatively Impacted. If We Cannot Continue to Secure DVD License and Distribution Rights, Our Business May Be Materially Adversely Affected. We May Not Possess Satisfactory Rights in Our Properties. Our Results of Operations Fluctuate Based on Seasonality and Variability. Protecting and Defending against Intellectual Property Claims May Have a Material Adverse Effect on Our Business. Our Second-Largest Shareholder Has Nominated a Competing Slate of Directors for Our Upcoming Annual Meeting. Our Stock Price May Be Subject to Substantial Volatility, and You May Lose All or a Substantial Part of Your Investment. Any Future Sales of Equity May Significantly Impact the Market Price of Our Common Stock. We May Incur Increased Costs as a Result of Laws and Regulations Relating to Corporate Governance Matters.

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216324--6/29/2006--IMAGE_ENTERTAINMENT_INC