1088033--2/25/2009--QUEST_SOFTWARE

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{system, service, information}

{tax, income, asset}

{acquisition, growth, future}

{operation, international, foreign}

{property, intellectual, protect}

{condition, economic, financial}

{regulation, change, law}

{cost, operation, labor}

{stock, price, operating}

{financial, litigation, operation}

{operation, natural, condition}

{personnel, key, retain}

{loss, insurance, financial}

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{regulation, government, change}

{customer, product, revenue}

Current economic conditions may harm our business and results of operations Our future success may be impaired and our operating results will suffer if we cannot respond to rapid market, competitive and technological conditions in the software industry Our quarterly operating results may fluctuate in future periods and, as a result, we may fail to meet expectations of investors and analysts, causing our stock price to fluctuate or decline In periods of worsening economic conditions, our exposure to credit risk and payment delinquencies on our accounts receivable significantly increases. Our cash and cash equivalents could be adversely affected if the financial institutions in which we hold our cash and cash equivalents fail. Variations in the size and timing of our customer orders and differing nature of our products and services could expose us to revenue fluctuations and higher operating costs We have civil litigation pending that relates to our historical stock option granting practices, and we cannot predict the ultimate outcome of this litigation. Contractual terms or issues arising during software license negotiations may affect the timing of transactions and revenues Many of our products are vulnerable to direct competition from Oracle and other platform vendors Our migration products for Microsoft s Active Directory and Exchange are vulnerable to fluctuations in the rate at which customers migrate to these products Many of our products are dependent on database or application technologies of others; if these technologies lose market share or become incompatible with our products, or if these vendors introduce competitive products or acquire or form strategic relationships with our competitors, the demand for our products could suffer If we fail to manage our operations and grow revenue or fail to continue to effectively control expenses, our future operating results could be adversely affected Failure to develop and sustain additional distribution channels in the future may adversely affect our ability to grow revenues Intense competition in the markets for our products could adversely affect our results of operations Our operating results may be negatively impacted by fluctuations in foreign currency exchange rates Our international operations and our planned expansion of our international operations expose us to certain risks Acquisitions of companies or technologies may result in disruptions to our business and diversion of management attention If our goodwill or amortizable intangible assets become impaired we may be required to record a significant charge to earnings Accounting for equity investments in companies may affect our operating results Our investment portfolio may become impaired by deterioration of the capital markets Changes in, or interpretations of, tax rules and regulations may adversely affect our effective tax rates We face risks associated with governmental contracting We may not generate increased business from our current customers, which could slow our revenue growth in the future Failure to develop or leverage strategic relationships could harm our business by denying us selling opportunities and other benefits Failure to adequately protect our intellectual property rights could harm our competitive position Third parties may claim that our software products or services infringe on their intellectual property rights, exposing us to litigation that, regardless of merit, may be costly to defend Our business may be adversely affected if our software contains errors or security flaws We incorporate software licensed from third parties into some of our products and any significant interruption in the availability of these third-party software products or defects in these products could reduce the demand for, or prevent the shipping of, our products Natural disasters or power outages could disrupt our business Failure to attract and retain personnel may negatively impact our business

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1088033--2/25/2009--QUEST_SOFTWARE_INC