1110189--3/22/2006--I_TRAX

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Risks Related to Our Company If we are not able to implement our business strategy of deploying our integrated services effectively to existing and new clients, we will not be able to grow our revenue. Our credit facility contains certain covenants and financial tests that limit the way we conduct business. We have a history of net losses and may incur a net loss in 2006. We may require additional capital to implement our growth strategy. Loss of advantageous pharmaceutical pricing could adversely affect our income and the value we provide to our clients. Increasing competition for contracts to establish and manage employer-dedicated pharmacies and clinics increases the likelihood that we may lose business to our competitors. Our business involves exposure to professional liability claims, and a failure to manage effectively our professional liability risks could expose us to unexpected expenses, thus resulting in losses. Our subsidiary insurance company, GHIC, subjects us to additional regulatory requirements and to risks associated with the insurance business. If our clients do not provide us with accurate data, or if we do not process such data accurately, we may not be able to fulfill some of our client contracts. We may be sued and incur losses if we provide inaccurate health information on our website or inadvertently disclose confidential health information to unauthorized users. If we lose key employees or fail to recruit and retain other skilled employees, we may not be able to continue our growth. Our sales cycle is complex, which prolongs the sales cycle and complicates our ability to predict our growth. Deterioration of the financial health of our clients, many of which are large U.S. manufacturing enterprises, may impair our business volume and collections. Our clients and we are dependent on software technologies and are therefore subject to frequent change and risks associated with Internet viruses and outages, which could destroy the information we maintain or prevent our clients from accessing important information. We are dependent on our ability to deploy and implement our services and information technology efficiently. We may be unable to compete successfully against companies offering services similar to ours, which will impair our revenue growth. If other companies develop intellectual property identical or similar to ours, we will lose what we believe to be our competitive advantage. The loss of a major client will significantly reduce our revenue. Risks Related to Our Industry The healthcare industry is subject to general cost pressures that could reduce our revenue and gross margins. We are subject to judicial and statutory prohibitions on the corporate practice of medicine, and failure to comply with these prohibitions will expose us to heightened scrutiny by regulatory agencies, fines, litigation and possibly loss of revenue. We have custody of confidential patient records and if we fail to comply with regulations applicable to maintaining such records we may be fined or sued. We are subject to fraud and abuse statutes because we bill the Medicare and Medicaid programs to recover amounts that offset the healthcare costs of our clients and if we violate such statutes, we will be subject to civil and criminal penalties. The professionals who staff our affiliated professional corporations as well as those we employ are subject to state and Federal licensure requirements and if we fail to comply with such licensure requirements, we may be scrutinized by regulatory agencies and fined. The recently launched Medicare prescription drug benefit legislation could reduce the demand for the prescription drug benefits we provide. Risks Related to Investment in Our Stock The price of our common stock is volatile and investors may lose money if they invest in our stock. Shares reserved for future issuance upon the conversion of outstanding shares of Series A Convertible Preferred Stock and upon the exercise of issued options and warrants will cause dilution to our common stockholders. Provisions of our certificate of incorporation could impede a takeover of our company, even though a takeover may benefit our stockholders, or delay or prevent a change in management.

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1110189--3/22/2006--I_TRAX_INC