1141103--3/17/2009--CROSS_COUNTRY_HEALTHCARE_INC

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{regulation, government, change}
{financial, litigation, operation}
{operation, natural, condition}
{acquisition, growth, future}
{condition, economic, financial}
{capital, credit, financial}
{system, service, information}
{regulation, change, law}
{tax, income, asset}
{debt, indebtedness, cash}
{stock, price, operating}
{stock, price, share}
{provision, law, control}
{cost, operation, labor}
We may be unable to recruit enough healthcare professionals to meet our clients demands. The costs of attracting and retaining healthcare professionals may rise more than we anticipate. Our costs of providing housing for our healthcare professionals may be higher than we anticipate and, as a result, our margins could decline. Our clients may terminate or not renew their contracts with us. Decreases in demand by our clients may adversely affect the profitability of our business. Any failure by our clinical trials services business to comply with certain policies and procedures and regulations specific to that business could harm our reputation and operating results. The nature of our clinical trials services contracts could hurt our operating results. Our clinical trials business exposes us to potential liability for personal injury and wrongful death claims that could affect our reputation and operating results. We are dependent on the proper functioning of our information systems. Losses caused by natural disasters, such as hurricanes could cause us to suffer material financial losses. If applicable government regulations change, we may face increased costs that reduce our revenue and profitability. If certain of our healthcare professionals are reclassified from independent contractors to employees our profitability could be materially adversely impacted. We are exposed to increased costs and risks associated with complying with increasing and new regulation of corporate governance and disclosure standards. Substantial changes in healthcare reform or reimbursement trends could hinder our clients ability to pay us. Competition for acquisition opportunities may restrict our future growth by limiting our ability to make acquisitions at reasonable valuations and lack of liquidity in the credit markets may restrict our ability to make certain acquisitions. We may face difficulties integrating our acquisitions into our operations and our acquisitions may be unsuccessful, involve significant cash expenditures or expose us to unforeseen liabilities. We operate our business in a regulated industry and modifications, inaccurate interpretations or violations of any applicable statutory or regulatory requirements may result in material costs or penalties to our Company and could reduce our revenue and earnings per share. Impairment in the value of our goodwill or other intangible assets could adversely affect us. Significant legal actions could subject us to substantial uninsured liabilities. If our insurance costs increase significantly, these incremental costs could negatively affect our financial results. If we become subject to material liabilities under our self-insurance programs, our financial results may be adversely affected. We are subject to litigation, which could result in substantial judgment or settlement costs. Until the sale by certain selling stockholders of a significant portion of their remaining shares, those selling stockholders will be able to substantially influence the outcome of all matters submitted to our stockholders for approval, regardless of the preferences of other stockholders. A registration statement under the Securities Act covering resale of CEP III s stock is presently in effect and sales of this stock could cause our stock price to decline. If provisions in our corporate documents and Delaware law delay or prevent a change in control of our Company, we may be unable to consummate a transaction that our stockholders consider favorable. Terrorist attacks or armed conflict could adversely affect our normal business activity and results of operations. Market disruptions may adversely affect our operating results and financial condition . We could fail to generate sufficient cash to fund our liquidity needs and/or fail to satisfy the financial and other restrictive covenants to which we are subject under our existing indebtedness. Our results may be adversely affected by the impact that disruptions in the credit and financial markets have on our customers.

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