1163958--3/6/2006--MEDICAL_STAFFING_NETWORK_HOLDINGS

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{regulation, government, change}

{personnel, key, retain}

{acquisition, growth, future}

{stock, price, operating}

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Risks Related to Our Business and Industry If we are unable to attract qualified nurses and allied healthcare professionals for our healthcare staffing business, our business could be negatively impacted. Contraction of demand for our temporary nurses may continue if hospital admissions levels remain lower than expected. Higher unemployment rates could have a negative impact on our ability to successfully recruit additional healthcare professionals. We operate in a highly competitive market and our success depends on our ability to remain competitive in obtaining and retaining hospital and healthcare facility clients and temporary healthcare professionals. Our business depends upon our continued ability to secure and fill new orders from our hospital and healthcare facility clients, because we do not have long-term agreements or exclusive contracts with them. Fluctuations in patient occupancy at our hospital and healthcare facility clients may adversely affect the demand for our services and therefore the profitability of our business. Healthcare reform could negatively impact our business opportunities, revenues and margins. We operate in a regulated industry and changes in regulations or violations of regulations may result in increased costs or sanctions that could reduce our revenues and profitability. We are dependent on the proper functioning of our information systems. 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. Our ability to borrow under our credit facility may be limited. Significant legal actions could subject us to substantial uninsured liabilities. We may be legally liable for damages resulting from our hospital and healthcare facility clients mistreatment of our healthcare personnel. If we become subject to material liabilities under our self-insured programs, our financial results may be adversely affected. Our operations may deteriorate if we are unable to continue to attract, develop and retain our sales personnel. The loss of key senior management personnel could adversely affect our ability to remain competitive. We have a substantial amount of goodwill on our balance sheet. Our level of goodwill may have the effect of decreasing our earnings or increasing our losses. Our costs of providing housing for nurses and other healthcare personnel in our travel business may be higher than we anticipate and, as a result, our margins could decline. Demand for healthcare staffing services is significantly affected by the general level of economic activity and unemployment in the United States. Our executive officers, directors and significant stockholders will be able to influence matters requiring stockholder approval and could discourage the purchase of our outstanding shares at a premium. 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. Our stock price may be volatile and your investment in our common stock could suffer a decline in value.

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1163958--3/6/2006--MEDICAL_STAFFING_NETWORK_HOLDINGS_INC