822418--3/30/2010--BIOCLINICA

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{stock, price, share}

{product, market, service}

{regulation, government, change}

{condition, economic, financial}

{stock, price, operating}

{customer, product, revenue}

{provision, law, control}

{tax, income, asset}

{personnel, key, retain}

{property, intellectual, protect}

{acquisition, growth, future}

{operation, international, foreign}

{product, candidate, development}

{product, liability, claim}

{interest, director, officer}

The recent economic downturn may adversely impact our ability to raise capital. We depend on a small number of industries and clients for all of our business, and the loss of one such significant client could cause revenues to drop quickly and unexpectedly. Our contracted/committed backlog may not be indicative of future results. We made two acquisitions in the third quarter of 2009 and may engage in future acquisitions, which may be expensive and time consuming, and from which we may not realize anticipated benefits. Loss of key personnel, or failure to attract and retain additional personnel, may cause the success and growth of our business to suffer. Our revenues, earnings and operating costs are exposed to exchange rate fluctuations. We may be required to record additional significant charges to earnings if our goodwill becomes impaired. We may be unable to adequately protect, and we may incur significant costs in defending, our intellectual property and other proprietary rights. Risks Related to Our Industry Our failure to compete effectively in our industry could cause our revenues to decline. Changes in outsourcing trends in the pharmaceutical and biotechnology industries could adversely affect our operating results and growth rate. Consolidation among our customers could cause us to lose customers, decrease the market for our products and result in a reduction of our revenues. The recent economic downturn coupled with the current regulatory environment could have a negative impact on the pharmaceutical, biotechnology and medical device industries. Failure to comply with existing regulations could result in increased costs to complete clinical trials. Changes in governmental regulation could decrease the need for the services we provide, which would negatively affect our future business opportunities. If governmental agencies do not accept the data and analyses generated by our services, the need for our services would be eliminated or substantially reduced. Our software products and hosted solutions are at varying stages of market acceptance and the failure of any of our products to achieve or maintain wide acceptance would harm our operating results. We may be exposed to liability claims as a result of our involvement in clinical trials. Risks Related to Our Common Stock Your percentage ownership and voting power and the price of our common stock may decrease as a result of events that increase the number of our outstanding shares. Shares of our common stock eligible for public sale may have a negative impact on its market price. There are a limited number of stockholders who have significant control over our common stock, allowing them to have significant influence over the outcome of all matters submitted to our stockholders for approval, which may conflict with our interests and the interests of our other stockholders. Because we do not intend to pay dividends, stockholders will benefit from an investment in our common stock only if it appreciates in value. Trading in our common stock may be volatile, which may result in substantial declines in its market price. Certain provisions of our charter and Delaware law could make a takeover difficult and may prevent or frustrate attempts by our stockholders to replace or remove our management team.

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822418--3/30/2010--BIOCLINICA_INC