1010610--3/31/2010--TLC_VISION

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The Company filed for protection under Chapter 11 of the Bankruptcy Code and the CCAA on December 21, 2009. Our ability to independently manage our business is restricted during the bankruptcy proceedings, and steps or actions in connection therewith may require the approval of the U.S. Court, the Canadian Court and our creditors. Inability to obtain confirmation of the Company s Plan of Reorganization, as amended, in a timely manner may significantly disrupt operations. While the bankruptcy cases are pending, our financial results may be volatile and may not reflect historical trends. Failure to obtain confirmation of the Company s Plan of Reorganization, as amended, may result in liquidation or an alternative plan on less favorable terms. The Company s common shares are no longer listed on the NASDAQ or TSX. Transfers or issuance of our equity, or a debt restructuring, may impair or reduce our ability to utilize our net operating loss carry-forwards and certain other tax attributes in the future. The Company may be unable to continue as a going concern. Economic conditions cause fluctuations in the Company s revenues and profitability. The Company has reported accumulated deficits; its profitability is uncertain. The market for laser vision correction is intensely competitive and competition may increase. The market acceptance of laser vision correction is uncertain. Concerns about potential side effects and long-term results of laser vision correction may negatively impact market acceptance of laser vision correction and prevent the Company from growing its business. The Company may be unable to enter into or maintain agreements with doctors or other health care providers on satisfactory terms. Quarterly fluctuations in operating results make financial forecasting difficult. The Company may make investments that may not be profitable. Technological changes could occur rendering our equipment or services obsolete, requiring the Company to make significant capital expenditures or modify its business model, which could cause revenues or profitability to decline. The Company s refractive centers strategy partially depends on the Company s ability to successfully execute direct to consumer advertising programs. The Company s long-term success will depend, in part, on its ability to open new centers, make acquisitions, or enter into affiliate arrangements. The Company must successfully balance demand for refractive surgery with its operating costs, particularly in its refractive centers and refractive access segments. The Company depends on key personnel whose loss could adversely affect its business. The Company may be subject to malpractice and other similar claims and may be unable to obtain or maintain adequate insurance against these claims. The Company may face claims for federal, state and local taxes. Compliance with industry regulations in the U.S. is costly and burdensome. Compliance with additional health care regulations in Canada is costly and burdensome. Compliance with U.S. Food and Drug Administration regulations regarding the use of excimer laser systems for laser correction is costly and burdensome. Healthcare reform may impact the Company s business. Disputes with respect to intellectual property could adversely affect TLC The ability of our shareholders to effect changes in control of the Company is limited.

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1010610--3/31/2010--TLC_VISION_CORP