810136--1/11/2008--PHOTRONICS

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{product, market, service}

{customer, product, revenue}

{acquisition, growth, future}

{operation, international, foreign}

{cost, operation, labor}

{cost, regulation, environmental}

{operation, natural, condition}

{property, intellectual, protect}

{system, service, information}

{stock, price, operating}

{personnel, key, retain}

{condition, economic, financial}

The Company is dependent on the semiconductor industry which as a whole is volatile and could have a negative material impact on its business. The Company's quarterly operating results fluctuate significantly and may continue to do so in the future which could adversely impact the Company's business. The Company's industry is subject to rapid technological change and might fail to remain competitive which could have a material adverse effect on the Company's business and results of operations. The Company's operations will continue to require substantial capital, which it may be unable to obtain. The Company's agreements with Micron have several risks; should either company not comply or execute under these agreements it could significantly disrupt the Company's business and technology activities which could have a material effect on the Company's operations or cash flows. The Company has been dependent on sales to a limited number of large customers; the loss of any of these customers or any reduction in orders from these customers could have a material adverse effect on its sales and results of operations. The Company depends on a small number of suppliers for equipment and raw materials and, if the Company's suppliers do not deliver their products to them, the Company may be unable to deliver its products to its customers, which could adversely affect its business and results of operations. The Company faces risks associated with complex manufacturing processes, including the use of sophisticated equipment and manufacturing processes with complex technologies; should the Company be unable to effectively utilize such processes and technologies it could have a material adverse effect on its business and results of operations. The Company's prior and future acquisitions may entail certain operational and financial risks. The Company operates in a highly competitive industry; should the Company be unable to meet its customers requirements for product quality, timelines of delivery or technical capabilities, it could adversely affect its sales. The Company's substantial international operations are subject to additional risks. The Company's operating results are influenced by the performance of Asian economies which have been volatile and subject to fluctuations in local currencies, which could have a material adverse impact on the Company's financial position and results of operations. The Company's business depends on management and technical personnel, who are in great demand. The Company may be unable to enforce or defend its ownership and use of proprietary technology. The Company may be unprepared for changes to environmental laws and regulations and may have liabilities arising from environmental matters. The Company's production facilities could be damaged or disrupted by a natural disaster or labor strike.

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810136--1/11/2008--PHOTRONICS_INC