1193940--3/30/2009--Averion_International

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{operation, international, foreign}

{acquisition, growth, future}

{personnel, key, retain}

{competitive, industry, competition}

{product, market, service}

{product, candidate, development}

{regulation, government, change}

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RISKS RELATED TO OUR BUSINESS We may not be able to attract, retain or integrate key personnel, which may prevent us from successfully operating our business. Our success depends on our ability to attract and retain scientific and technical personnel. We may bear financial losses because our contracts may be delayed or terminated or reduced in scope for reasons beyond our control. We may pursue strategic acquisitions or investment in new markets and may encounter risks associated with these activities that could harm our business and operating results. We are significantly influenced by our directors and executive officers. The failure to successfully integrate any business acquired in a future acquisition, could harm our business and operating results. We depend on a finite number of clients for our business, and the loss of one of our significant clients could cause revenues to drop quickly and unexpectedly. We may be responsible for maintaining sensitive patient information, and any unauthorized use or disclosure could result in substantial damage and harm to our reputation. If we do not keep pace with rapid technological changes, our products and services may become less competitive or obsolete. Our operating results have fluctuated between quarters and years and may continue to fluctuate in the future, which could affect the price of our common stock. Our backlog may not be indicative of future results. Restrictive debt covenants in our senior secured notes issued in October and November 2007 and June 2008 limit our operating flexibility, and all amounts outstanding under our senior secured notes may become immediately payable if we default under the senior secured notes or related documents. Increased leverage may harm our results of operations and financial condition. If we do not adequately protect the confidential information of clients and other third parties in our possession, our business may suffer. If we are unable to attract suitable willing volunteers for the clinical trials of our clients, our results could be materially and adversely affected. Our revenues, earnings and operating cash flow are exposed to exchange rate fluctuations as well as international economic, political and other risks. If we are unable to develop and market new services successfully in the United States, Europe and internationally, our results could be materially and adversely affected. RISKS RELATED TO OUR INDUSTRY We operate in a market that is highly competitive, and if we are unable to compete successfully, our revenue could decline and we may be unable to gain market share. Changes in outsourcing trends in the pharmaceutical and biotechnology industries could materially and adversely affect our operating results and growth rate. Government regulation could adversely affect our profitability. In foreign countries, including European countries, we are also subject to government regulation, which could delay or prevent our ability to sell our services in those jurisdictions. RISKS RELATED TO AN INVESTMENT IN OUR SECURITIES Failure to maintain effective internal controls could have a material adverse effect on our business, operating results and stock price. Issuance of stock to fund our operations may dilute your investment and reduce your equity interest. The actual or anticipated resale by the selling stockholders of shares of our common stock may cause the market price of our common stock to decline. Our stock price may be volatile and could experience substantial declines. The application of the "penny stock" rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares. We do not plan on declaring or paying dividends. We may seek to affect a reverse stock split and the results of such a reverse stock split on the market price for our common stock are uncertain.

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1193940--3/30/2009--Averion_International_Corp.