1003464--3/16/2006--ENDOCARE

related topics

{product, liability, claim}

{stock, price, share}

{product, market, service}

{stock, price, operating}

{personnel, key, retain}

{provision, law, control}

{loan, real, estate}

{property, intellectual, protect}

{regulation, change, law}

{tax, income, asset}

{capital, credit, financial}

We face risks relating to our liquidity and we may never reach or maintain profitability. We may be required to make state and local tax payments that exceed our settlement estimates. Our success will depend on our ability to attract and retain key personnel. Future sales of shares of our common stock may negatively affect our stock price. Our common stock was delisted from the NASDAQ Stock Market and, as a result, trading of our common stock has become more difficult. In order to qualify our stock for relisting, we may effectuate a reverse stock split, which could adversely affect our stockholders. Our success is reliant on the acceptance by doctors and patients of the Cryocare Surgical System as a preferred treatment for tumor ablation. We are faced with intense competition and rapid technological and industry change, which may make it more difficult for us to achieve significant market penetration. If we are unable to continue to develop and enhance our Cryocare Surgical System, our business will suffer. There is uncertainty relating to third-party reimbursement, which is critical to market acceptance of our products. We could be difficult to acquire due to anti-takeover provisions in our charter, our stockholders rights plan and Delaware law. If we fail to protect our intellectual property rights, our competitors may take advantage of our ideas and compete directly against us. Because the medical device industry is litigious, we may be sued for allegedly violating the intellectual property rights of others. If we fail to obtain or maintain necessary regulatory clearances or approvals for products, or if approvals are delayed or withdrawn, we will be unable to commercially distribute and market our products or any product modifications. Our products may be subject to product recalls even after receiving FDA clearance or approval, which would harm our reputation and our business. We could be negatively impacted by future interpretation or implementation of the federal Stark law and other federal and state anti-referral laws. If we become subject to product liability claims, we may be required to pay damages that exceed our insurance coverage. Fluctuations in our future operating results may negatively impact the market price of our common stock. Our stock price may be volatile and your investment could decline in value.

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1003464--3/16/2006--ENDOCARE_INC