1069258--4/3/2006--WIRELESS_FACILITIES

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{system, service, information}

{stock, price, operating}

{customer, product, revenue}

{personnel, key, retain}

{product, market, service}

{regulation, government, change}

{regulation, change, law}

{acquisition, growth, future}

{property, intellectual, protect}

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{financial, litigation, operation}

Risks Related to Our Business Our success is dependent on growth in the deployment of wireless networks and new technology upgrades, and to the extent that such growth slows, our business may be harmed. If wireless carriers, network equipment vendors and enterprises do not outsource their wireless telecommunications services, our business will suffer. If enterprise customers do not invest in security systems and other new in-building technologies such as wireless local area networks, our business will suffer. Our failure to obtain new government contracts, the cancellation of our current government contracts, or a reduction in federal budget appropriations involving our services could materially adversely affect our revenues. We are subject to extensive government regulation, and our failure or inability to comply with these regulations could subject us to penalties and result in a loss of our government contracts, which could adversely affect our revenues. We derive a significant portion of our revenues from a limited number of customers. Recent business acquisitions and potential future business acquisitions could be difficult to integrate, disrupt our business, dilute stockholder value and adversely affect our operating results. The consolidation of equipment vendors or carriers could adversely impact our business. If our customers do not receive sufficient financing or fail to pay us for services performed, our business may be harmed. We are in highly competitive markets, face competition from large, well-established competitors with significant resources, and may not be able to compete effectively. Our quarterly results fluctuate and may cause our stock price to decline. Our business is dependent upon our ability to keep pace with the latest technological changes. Failure to properly manage projects may result in costs or claims. Our failure to attract and retain key managerial, technical, selling and marketing personnel could adversely affect our business. Our failure to maintain appropriate staffing levels could adversely affect our business. Government regulations could restrict our ability to hire employees or to utilize employees effectively. International uncertainties and fluctuations in the value of foreign currencies could harm our profitability. Payment for the sale of our operations in Mexico was made in part by a promissory note, which could be placed into default in the event of non-payment by the buyer. Future changes in financial accounting standards may cause adverse unexpected revenue fluctuations and affect our reported results of operations. If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. We have reported material weaknesses in our internal control over financial reporting that, if we do not substantially remedy, could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our stock. Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses. If our officers, directors and principal stockholders choose to act together, they may be able to exert significant influence over our management and operations, acting in their best interests and not in the best interests of other stockholders. We may need additional capital in the future to fund the growth of our business, and financing may not be available. Litigation may harm our business or otherwise distract our management. Disclosure of trade secrets could aid our competitors. Our stock price may be volatile, which may result in lawsuits against us and our officers and directors. Our charter documents and Delaware law may deter potential acquirers and may depress our stock price.

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1069258--4/3/2006--WIRELESS_FACILITIES_INC