945489--4/14/2008--BELL_INDUSTRIES_INC

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We might not be able to execute under our turnaround plan if we lose key management or technical personnel, on whose knowledge, leadership and technical expertise we rely. Risks Related to our Transaction with Velocita The Transaction with Velocita may not be completed if the conditions to closing are not satisfied or waived. If the Transaction is not completed, we may incur operating losses in our SkyTel Business. It is possible that we may not receive all of the cash provided for in the Velocita Purchase Agreement and accordingly, we may have less cash to fund our remaining operations. Under the Velocita Purchase Agreement we will continue to be exposed to contingent liabilities relating to the SkyTel Business and the Transaction, which could adversely affect our financial condition. If the proposed Transaction with Velocita is not completed, we may explore other potential transactions but there may not be any other offers from potential acquirors. If the proposed Transaction with Velocita is not completed, we may need additional funds to continue or grow our existing business and we may not have sufficient funds to continue the SkyTel business. Our business will be harmed if the proposed Transaction with Velocita disrupts the operations of our business and prevents us from realizing intended benefits. We may be required to make substantial concessions to our secured lenders in order to obtain the necessary consents to consummate the Transaction. If we agree to the Proposed Modifications, including issuance of the Warrant and an amended Convertible Note, Newcastle may have the ability to acquire in excess of a majority of our outstanding common stock, as well as the right to designate at least 50% of the members of our Board of Directors, which could give Newcastle control over the management of our business to the detriment of our other shareholders. Risks Relating to the Company s Capital Structure The Company s ability to make payments on its debt will be contingent on the Company s future operating performance, which will depend on a number of factors that are outside of its control. The Company is subject to restrictive debt covenants pursuant to its indebtedness. These covenants may restrict its ability to finance its business and, if the Company does not comply with the covenants or otherwise default under them, the Company may not have the funds necessary to pay all amounts that could become due and the lenders could foreclose on substantially all of its assets. Our common stock will not be traded on a national securities exchange. Risks Related to the Company s Operations We have a history of operating losses. We face certain significant risks related to the currently pending Williams litigation and from other potential litigation that could materially adversely affect our financial condition and results of operations. Our previously owned businesses subject us to potential environmental liabilities, which could adversely affect our results of operations. We may not be able to compete effectively with other companies in our business segments, which will cause our net sales and market share to decline and adversely affect our business, financial condition and results of operations. We may need to implement additional finance and accounting systems, procedures and controls to satisfy new reporting requirements. Future changes in financial accounting standards or practices could affect our reported results of operations. If we fail to maintain an effective system of internal control over financial reporting and disclosure controls and procedures, we may be unable to accurately report our financial results and comply with the reporting requirements under the Exchange Act. As a result, current and potential stockholders may lose confidence in our financial reporting and disclosure required under the Exchange Act, which could adversely affect our business and we could be subject to regulatory scrutiny. Risks Related to the Company s Technology Solutions Business We rely on a limited number of hardware and software vendors to supply us with products in our technology solutions business and the loss of our ability to rely upon any of those vendors, or to obtain their products in the future would adversely affect our results of operations. Our technology solutions business is dependent on a limited number of major clients and the loss of any of these major clients would materially and adversely affect our business, financial condition and results of operations. Our technology solutions business could be adversely impacted by conditions affecting the information technology market. Many of our contracts can be terminated by our clients on short notice and in many cases without penalty. We also generally do not have exclusive arrangements with our clients or a minimum revenue commitment from our clients, which creates uncertainty about the volume of services we will provide and the amount of revenues we will generate from these clients.

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945489--4/14/2008--BELL_INDUSTRIES_INC_/NEW/