1141103--3/9/2006--CROSS_COUNTRY_HEALTHCARE

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{financial, litigation, operation}

{operation, natural, condition}

{capital, credit, financial}

{acquisition, growth, future}

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{system, service, information}

{interest, director, officer}

{personnel, key, retain}

{stock, price, share}

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Although demand for outsourced nurse staffing has declined from the historically high levels reached during the peak years of 2000 and 2001, industry dynamics are such that we are still unable to recruit enough nurses to meet our clients demands for our nurse staffing services, limiting the potential growth of our nurse staffing business. The costs of attracting and retaining qualified nurses and other healthcare professionals may rise more than we anticipate. Our costs of providing housing for nurses and other healthcare professionals may be higher than we anticipate and, as a result, our margins could decline. Our clients may terminate or not renew their staffing contracts with us. Decreases in in-patient admissions at our clients facilities may adversely affect the profitability of our business. 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 regulations that apply to us change, we may face increased costs that reduce our revenue and profitability. We are exposed to increased costs and risks associated with complying with increasing and new regulation of corporate governance and disclosure standards. Future changes in reimbursement trends could hamper 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. 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 revenues and earnings per share. 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. Our indemnity from W. R. Grace Co. (Grace), in connection with our acquisition of the assets of Cross Country Staffing, may be materially impaired by Grace s financial condition. Until the sale by certain selling stockholders of a significant portion of their 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. 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. CEP III has demand rights to cause us to file a registration statement under the Securities Act covering resales of its stock and sales of this stock could cause our stock price to decline.

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1141103--3/9/2006--CROSS_COUNTRY_HEALTHCARE_INC