Exhibit 99.1

                                  RISK FACTORS

The risks described below may not be the only risks we face. Additional risks
that we do not yet know of or that we currently think are immaterial may also
impair our business operations. If any of the events or circumstances described
in the following risk factors actually occurs, our business, financial condition
or results of operations could suffer, and the trading price of our common stock
could decline.

RISKS RELATED TO OUR BUSINESS

If we fail to comply with the terms of our settlement agreement with the
government, we could be subject to additional litigation or other governmental
actions which could be harmful to our business.

On December 28, 2001, we entered into a settlement with the US Department of
Justice ("DOJ"), the US Attorney for the Southern District of New York, the US
Attorney for the Middle District of Florida and the US Department of Health and
Human Services, Office of the Inspector General, in connection with all federal
investigations and legal proceedings related to whistleblower lawsuits
previously pending against us in the US District Court for the Southern District
of New York and the US District Court for the District of Columbia. These
lawsuits included allegations that we improperly caused our hospital customers
to seek reimbursement for a portion of our management fees that included costs
related to advertising and marketing activities by our personnel and allegations
that we violated the federal anti-kickback law and the federal False Claims Act.
Under the terms of the settlement, the lawsuits were dismissed, the United
States and the whistleblowers released us from the claims asserted in the
lawsuits, and we agreed to pay to the United States a $9.0 million initial
payment, with an additional $7.5 million to be paid over the next four years. As
of June 30, 2004, a balance of approximately $3.0 million was outstanding on
this obligation. Pursuant to the settlement, we have been required to fulfill
certain additional obligations, including abiding by a five-year Corporate
Integrity Agreement, avoiding violations of law and providing certain
information to the DOJ from time to time. As of December 17, 2003, we were
released from part of our obligations under the Corporate Integrity Agreement.
The independent review organization that conducts the audit of our records
pursuant to the Corporate Integrity Agreement is no longer required to conduct
the general compliance review. If we fail or if we are accused of failing to
comply with the terms of the settlement, we may be subject to additional
litigation or other governmental actions, including our Wound Care Management
business unit being barred from participating in the Medicare program and other
federal health care programs. In addition, as part of the settlement, we
consented to the entry of a judgment against us for $28.0 million, less any
amounts previously paid under the settlement, that would be imposed only if we
fail to comply with the terms of the settlement, which, if required to be paid,
could have a material adverse effect on our financial position. In July 2002, we
settled a shareholders' class action suit for $10.5 million that had been
consolidated from four lawsuits involving allegations stemming from the
whistleblower lawsuits and DOJ investigations.

We are involved in litigation which may harm the value of our business.

In the normal course of our business, we are involved in lawsuits, claims,
audits and investigations, including any arising out of services or products
provided by or to our operations, personal injury claims, employment disputes
and contractual claims, the outcome of which, in our opinion, will not have a
material adverse effect on our financial position or results of operations.
However, we may become subject to future lawsuits, claims, audits and
investigations that could result in substantial costs and divert our attention
and resources. In addition, since our current growth strategy includes
acquisitions, among other things, we may become exposed to legal claims for the
activities of an acquired business prior to the respective acquisition.

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A substantial percentage of our revenue is attributable to the Medicaid and
Medicare programs. Our business has been significantly adversely impacted by
recent changes in Medi-Cal reimbursement policies and will continue to be
subject to changes in reimbursement policies and other legislative or regulatory
initiatives aimed at reducing costs associated with various government programs.

In the year ended December 31, 2003, approximately 51% of our Specialty Infusion
business unit revenues were derived from products and/or services provided to
patients covered under various state Medicaid programs, most of which were from
California, and approximately 6.5% of our Specialty Infusion business unit
revenues were derived from products and/or services provided to patients covered
under the Medicare program. During the six months ended June 30, 2004,
approximately 44% and 6% of our Specialty Infusion business unit revenues were
derived from products and/or services provided to patients covered under various
state Medicaid and Medicare programs, respectively. As a result of our
acquisition of Critical Care Systems, Inc. ("CCS"), we expect the percentage of
our revenues attributable to federal and state programs to decrease. Such
programs are highly regulated and subject to frequent and substantial changes
and cost-containment measures that may limit and reduce payments to providers.
In the recent past, many states have been experiencing budget deficits that may
require future reductions in health care related expenditures. According to a
Kaiser Family Foundation report issued in September 2003, all 50 states and the
District of Columbia implemented Medicaid cost containment measures in fiscal
year 2003, and each of these states planned to put in additional spending
constraints in fiscal year 2004. State cost containment activity continued to
focus heavily on reducing provider payments and controlling prescription drug
spending.

In December 2003, the Medicare Prescription Drug Improvement and Modernization
Act of 2003 ("MMA") was signed into federal law, providing for a Medicare
prescription drug benefit and other changes to the Medicare program, including
changes to payment methodologies for products we distribute that are covered by
Medicare. Prior to MMA, Medicare reimbursement for many of the products we
distribute was based on 95% of the products' average wholesale price ("AWP").
Under MMA, Medicare reimbursement for many of the products we distribute,
including most physician-administered drugs and biologicals, was lowered to
80-85% of AWP effective January 1, 2004. This 2004 change did not affect
Medicare reimbursement for blood-clotting factors, which will continue to be
reimbursed at 95% of AWP during 2004. Effective January 1, 2005, the Medicare
reimbursement methodology for many of the products we distribute (including
blood-clotting factors) will change from an AWP-based system to a "market-based
system" which we anticipate will lower Medicare reimbursement. It is also
possible that states and/or commercial payors may adopt the new Medicare "market
based" reimbursement methodologies. Therefore, the conversion to a "market-based
system" could have a material adverse effect on our financial position. In
addition, MMA changes the relationship between the Medicare and Medicaid
programs such that we or our customers may receive less reimbursement in the
future for individuals who receive benefits under both of these programs. We are
in the process of evaluating the impact MMA may have on our financial position
or results of operations, and this assessment may require us to expend time and
resources.

In addition to these federal initiatives, many states are also making
modifications to the manner with which they reimburse providers of pharmacy
services. For example, in California, where approximately 17% of our total
revenues for the six months ended June 30, 2004 were derived from the California
state funded health programs, the state legislature in 2003 passed legislation
that modifies the reimbursement methodology for blood-clotting factors under
various California state funded health programs. Under the new reimbursement
methodology, blood-clotting factor products will be reimbursed based upon
Average Selling Price ("ASP"), as provided by the manufacturers, plus 20%. In
addition, payments for California's Medicaid program ("Medi-Cal") and certain
other state-funded health programs were to be reduced by 5% for services
provided on and after January 1, 2004. On December 23, 2003, the United States
District Court for the Eastern District of California issued an injunction
enjoining that scheduled 5% Medi-Cal reimbursement rate cut. The California
Department of Health Services ("DHS") has filed an appeal of

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such decision with the federal Ninth Circuit Court of Appeals, which should be
heard by the Court later this year. The length of the injunction and the
ultimate outcome of this litigation are uncertain at this time. The court order
enjoining the 5% Medi-Cal rate reduction did not apply to other state funded
programs for hemophilia patients, and California recently implemented the 5%
reduction for these other programs. However, the 5% reduction as applied to the
other state funded programs was repealed on or about July 31, 2004 for services
provided on and after July 1, 2004.

In May, 2004, DHS issued a provider bulletin notifying providers that the ASP
plus 20% methodology would be implemented for services provided on and after
June 1, 2004, but did not specify actual reimbursement rates. On or about July
9, 2004, DHS published a notice in the California Regulatory Notice Register
advising that persons wanting to find out the latest rates could obtain the
information from Electronic Data Systems. Based on information we have received
regarding such rates, we believe that such revised rates will result in
substantially greater cuts than the guidance previously provided by DHS
representatives had indicated, amounting to approximately a 30-40% cut from
current rates. In light of these cuts, we have considered restructuring,
reducing or withdrawing services currently provided to Medi-Cal beneficiaries
and have taken certain cost-reduction measures, including eliminating certain
customer sales and services management and field positions. The implementation
of the reduction in the reimbursement from Medi-Cal, and changes in regulations
governing such reimbursement, is expected to adversely impact our revenues and
profitability from the sale of products by us or by retail pharmacies to which
we provide products or services for hemophilia patients who are Medi-Cal
beneficiaries or beneficiaries of other state funded programs for hemophilia
patients, and to materially and adversely affect our business, financial
condition and results of operations.

On May 27, 2004, a lawsuit was filed on behalf of two individual Medi-Cal
recipients with hemophilia in the United States District Court for the Eastern
District of California against the State of California relating to the
implementation of the new ASP reimbursement methodology, alleging among other
things, that a severe reduction in reimbursement rates would threaten the
ability of Medi-Cal recipients with hemophilia to have adequate access to blood
clotting factor. The Court denied an application for a temporary restraining
order in the case on the grounds that, because DHS had not revealed the new
rates, there was insufficient evidence that a withdrawal of blood clotting
factor providers from the Medi-Cal program was imminent. This case is still
pending. In addition, on June 10, 2004, we filed a lawsuit in the Superior Court
for the County of Sacramento relating to DHS' failure to disclose payment rates
and the detailed methodology utilized to determine the rates, and its failure to
comply with certain applicable federal procedural requirements relating to the
reimbursement rates. DHS has removed the case to the United States
District Court for the Eastern District of California and a hearing has been
held to remand the case back to the state court. The ultimate outcomes of these
litigations are uncertain at this time. We are in the process of evaluating the
impact these legislative initiatives may have on our financial position or
results of operations.

We have recently experienced, and expect to continue to experience, rapid growth
by acquisitions. If we are unable to manage our growth effectively or to
purchase or integrate new companies, our business could be harmed. Our growth
strategy will likely strain our resources, and, if we cannot effectively manage
our growth, our business could be harmed. In connection with our growth
strategy, we will likely experience a large increase in the number of our
employees, the size of our programs and the scope of our operations. Our ability
to manage this growth and to be successful in the future will depend partly on
our ability to retain skilled employees, enhance our management team and improve
our management information and financial control systems.


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As part of our growth strategy, we continue to evaluate acquisition
opportunities. Acquisitions involve many risks, including the following:

o     Since the specialty pharmacy industry is undergoing consolidation, we may
      experience difficulty in identifying suitable candidates and negotiating
      and consummating acquisitions on attractive terms, if at all.

o     In the industry in which our Specialty Infusion business unit operates,
      customers have a strong affiliation with their community-based
      representatives; accordingly, we may experience difficulty in retaining
      and assimilating the community-based representatives of companies we
      acquire.

o     Because of the relationships between community-based representatives and
      customers, the loss of a single community-based representative may entail
      the loss of a significant number of customers; accordingly, we are subject
      to a significant potential for loss of customers during the periods in
      which we attempt to integrate newly acquired businesses.

o     Our operational, financial and management systems may be incompatible with
      or inadequate to cost effectively integrate and manage the acquired
      business' systems. As a result, billing practices could be interrupted,
      and cash collections on the newly acquired business could be delayed
      pending conversion of patient files onto our billing systems and receipt
      of provider numbers from government payors.

o     A growth strategy that involves significant acquisitions diverts our
      management's attention from existing operations.

o     Acquisitions may involve significant transaction costs which we may not be
      able to recoup.

o     We may not be able to integrate newly acquired businesses appropriately.

In addition, we may become subject to litigation and other liabilities resulting
from the conduct of an acquired business prior to their acquisition by us.

Our growth strategy includes acquisitions. If we fail to implement our
acquisition growth strategy as intended, or incur unknown liabilities for the
past practices of acquired companies, our results of operations could be
adversely affected.

An element of the growth strategy of our Specialty Infusion business unit is
expansion through the acquisition of complementary businesses. Our competitors
may acquire or seek to acquire many of the businesses that would also be
suitable acquisition candidates for us. This competition could limit our ability
to grow by acquisition or increase the cost of our acquisitions. We cannot
assure you that we will be able to acquire any complementary businesses that
meet our target criteria on satisfactory terms, or at all.

We may acquire businesses with significant unknown or contingent liabilities,
including liabilities for failure to comply with health care or reimbursement
laws and regulations. We have policies to conform the practices of acquired
businesses to our standards and applicable laws and generally intend to seek
indemnification from prospective sellers covering these matters. We may,
however, incur material liabilities for past activities of acquired businesses.
For example, shortly after our acquisition of certain assets from Prescription
City, Inc., our pharmacy in Spring Valley, New York, was served with a search
warrant issued by a U.S. Magistrate Judge for the Southern District of New York
relating to a criminal investigation. The government has informed us that we are
not a target of this investigation, but we


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anticipate that this investigation will reduce revenues from our oncology
related pharmaceuticals business, and could cause us to incur substantial costs
and divert the attention of our management.

While we generally obtain contractual rights to indemnification from owners of
the businesses we acquire, our ability to realize on any indemnification claims
will depend on many factors, including, among other things, the availability of
assets of the indemnifying parties. These indemnifying parties are often
individuals who may not have the resources to satisfy an indemnification claim.

We operate in a rapidly changing and consolidating competitive environment. If
we are unable to adapt quickly to these changes, our business and results of
operations could be seriously harmed.

The specialty pharmacy industry is experiencing rapid consolidation. We believe
that technological and regulatory changes will continue to attract new entrants
to the market. Industry consolidation among our competitors may increase their
financial resources, enabling them to compete more effectively based on price
and services offered. This could require us either to reduce our prices or
increase our service levels, or risk losing market share. Moreover, industry
consolidation may result in stronger competitors that are better able to
compete. If we are unable to effectively execute our growth strategy, our
ability to compete in a rapidly changing and consolidating specialty pharmacy
industry may be negatively impacted.

The anticipated benefits of combining Curative and CCS may not be realized.

In April of 2004, we purchased CCS with the expectation that the combination of
both companies will result in various benefits including, among other things,
benefits relating to increased infrastructure of added pharmacies, increased
leverage with a greater number of payor contracts, an essential and demonstrably
cost-effective therapy offering, increased clinical backbone and expertise, cost
savings and operating efficiencies. There can be no assurance that we will
realize any of these benefits or that the acquisition will not result in the
deterioration or loss of significant business of the combined company. Costs
incurred and liabilities assumed in connection with the acquisition, including
pending and/or threatened disputes and litigation, could have a material adverse
effect on the combined company's business, financial condition and operating
results.

Curative may have difficulty and incur substantial costs in integrating CCS.

Integrating Curative and CCS will be a complex, time-consuming and expensive
process. Before the acquisition, Curative and CCS operated independently, each
with its own business, products, customers, employees, culture and systems. The
combined company may face substantial difficulties, costs and delays in
integrating Curative and CCS. These factors may include:

o     potential difficulty in leveraging the value of the separate technologies
      of the combined company; perceived adverse changes in product offerings
      available to customers or customer service standards, whether or not these
      changes do, in fact, occur;

o     managing patient and payor overlap and potential pricing conflicts;

o     costs and delays in implementing common systems and procedures;

o     difficulty integrating differing distribution models;

o     difficulty comparing financial reports due to differing management
      systems;


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o     diversion of management resources from the business of the combined
      company;

o     potential incompatibility of business cultures and philosophies;

o     reduction or loss of revenue due to the potential for market confusion,
      hesitation and delay;

o     retaining and integrating management and other key employees of the
      combined company; and

o     coordinating infrastructure operations in an effective and efficient
      manner.

We may seek to combine certain operations and functions using common information
and communication systems, operating procedures, financial controls and human
resource practices. We may be unsuccessful in implementing the integration of
these systems and processes.

Any one or all of these factors may cause increased operating costs, worse than
anticipated financial performance or the loss of patients and payor contracts.
Many of these factors are also outside our control. The failure to effectively
and efficiently integrate Curative and CCS could have a material adverse effect
on our business, financial condition and operating results.

We may need additional capital to finance our growth and capital requirements,
which could prevent us from fully pursuing our growth strategy.

In order to implement our present growth strategy, we may need substantial
capital resources and may incur, from time to time, short- and long-term
indebtedness, the terms of which will depend on market and other conditions. Due
to uncertainties inherent in the capital markets (e.g., availability of capital,
fluctuation of interest rates, etc.), we cannot be certain that existing or
additional financing will be available to us on acceptable terms, if at all.
Even if we are able to obtain additional debt financing, we may incur additional
interest expense, which may decrease our earnings, or we may become subject to
contracts that restrict our operations. As a result, we could be unable to fully
pursue our growth strategy. Further, additional financing may involve the
issuance of equity securities that would dilute the interests of our existing
shareholders and potentially decrease the market price of our common stock.

An impairment of the significant amount of goodwill on our financial statements
could adversely affect our results of operations.

Our specialty pharmacy acquisitions resulted in the recording of a significant
amount of goodwill on our financial statements. The goodwill was recorded
because the fair value of the net assets acquired was less than the purchase
price. We may not realize the full value of this goodwill. As such, we evaluate
on at least an annual basis whether events and circumstances indicate that all
or some of the carrying value of goodwill is no longer recoverable, in which
case we would write off the unrecoverable goodwill as a charge against our
earnings.

Since our growth strategy will likely involve the acquisition of other
companies, we may record additional goodwill in the future. The possible
write-off of this goodwill could negatively impact our future earnings. We will
also be required to allocate a portion of the purchase price of any acquisition
to the value of any intangible assets that meet the criteria specified in the
Statement of Financial Accounting Standards No. 141, "Business Combinations,"
such as marketing, customer or contract-based intangibles. The amount allocated
to these intangible assets could be amortized over a fairly short period, which
may negatively affect our earnings or the market price of our common stock.


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As of June 30, 2004, we had goodwill of approximately $255.1 million, or 64%, of
our total assets and approximately 176% of shareholders' equity.

We are highly dependent on our relationships with a limited number of
biopharmaceutical and pharmaceutical suppliers, and the loss of any of these
relationships could significantly affect our ability to sustain or grow our
revenues.

The biopharmaceutical and pharmaceutical industries are susceptible to product
shortages. Some of the products that we distribute, such as factor VIII
blood-clotting products and intravenous immune globulins, have experienced
shortages in the past. Suppliers were unable to increase production to meet
rising global demand. Although this shortage has ended, demand continues to
grow. In 2003, approximately 48%, or $88.4 million, of our Specialty Infusion
business unit revenues were derived from our sale of factor VIII. For the six
months ended June 30, 2004, approximately 37%, or $42.7 million, of our
Specialty Infusion business unit revenues were derived from our sale of factor
VIII. We purchase our supplies of blood-clotting products from five suppliers:
Baxter Healthcare Corporation, Express Scripts Specialty Care, Genetics
Institute, Aventis Behring L.L.C. and Bayer Direct. We believe that these five
suppliers represent substantially all of the production capacity for recombinant
factor VIII. In the event that one of these suppliers is unable to continue to
supply us with products, it is uncertain whether the remaining suppliers would
be able to make up any shortfall resulting from such inability. Our ability to
take on additional customers or to acquire other specialty pharmacy or infusion
services businesses with significant hemophilia customer bases could be affected
negatively in the event we are unable to secure adequate supplies of our
products from these suppliers. In addition, MedImmune, Inc. is the sole source
of Synagis(R), a product used to treat respiratory syncytial virus in infants.
For the year ended December 31, 2003, approximately 20%, or $37.1 million, and
for the six months ended June 30, 2004, approximately 21%, or $24.6 million, of
our Specialty Infusion business unit revenues was derived from our sale of
Synagis(R). MedImmune's failure to provide us with an adequate supply of
Synagis(R) product for any reason could impair our ability to add and service
patients. In particular, respiratory syncytial virus occurs primarily during the
winter months and thus the demand for Synagis(R) is greater during this time. A
shortage in the supply of Synagis(R) or our failure to adequately plan for the
demand could adversely affect our financial results. Under our existing
arrangements with MedImmune, we are non-exclusive distributors of Synagis(R) and
MedImmune has no obligation to supply us with a minimum amount of Synagis(R). If
these products, or any of the other drugs or products that we distribute, are in
short supply for long periods of time, our business could be harmed.

Some biopharmaceutical suppliers in the specialty pharmacy industry have chosen
to limit the number of distributors of their products. If we are not selected as
a preferred distributor of one or more of our core products, our business and
results of operations could be seriously harmed.

We have identified a trend among some 7of our suppliers toward the retention of
a limited number of preferred distributors to market certain of their
biopharmaceutical products. If this trend continues, we cannot be certain that
we will be selected and retained as a preferred distributor or can remain a
preferred distributor to market these products. Although we believe we can
effectively meet our suppliers' requirements, there can be no assurance that we
will be able to compete effectively with other specialty pharmacy companies to
retain our position as a distributor of each of our core products. Adverse
developments with respect to this trend could have a material adverse effect on
our business and results of operations.


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The seasonal nature of a portion of our business may cause significant
fluctuations in our quarterly operating results.

For the year ended December 31, 2003, approximately 20%, or $37.1 million, and
for the six months ended June 30, 2004, approximately 21%, or $24.6 million, of
our Specialty Infusion business unit revenues was derived from our sale of
Synagis(R). Synagis(R) is used to prevent respiratory syncytial virus in
infants. As respiratory syncytial virus occurs primarily during the winter
months, the major portion of our Synagis(R) sales may be higher during the first
and fourth quarters of the calendar year which may result in significant
fluctuations in our quarterly operating results.

If we fail to cultivate new or maintain established relationships with the
physician referral sources, our revenues may decline.

Our success, in part, is dependent upon referrals and our ability to maintain
good relations with physician referral sources. Physicians referring patients to
us are not our employees and are free to refer their patients to our
competitors. If we are unable to successfully cultivate new referral sources and
maintain strong relationships with our current referral sources, our revenues
may decline.

If additional providers obtain access to products we handle at more favorable
prices, our business could be harmed.

Because we do not receive federal grants under the Public Health Service Act, we
are not eligible to participate directly in a federal pricing program
administered by the Federal Health Resources and Services Administration's
Public Health Service, which allows certain entities with such grants, such as
certain hospitals and hemophilia treatment centers, to obtain discounts on
drugs, including certain biopharmaceutical products (e.g., hemophilia-clotting
factor and intravenous immune globulins) that represented 61% of our total
Company revenues at December 31, 2003 and 50% of our total Company revenues for
the six months ended June 30, 2004. To the best of our knowledge, these entities
benefit by being able to acquire, pursuant to this federal program, products
competitive with ours at prices lower than our cost for the same products. Our
customers, where eligible, may elect to obtain hemophilia-clotting factor, or
other products, from such lower-cost entities, which could result in a reduction
of revenue to us.

Recent investigations into reporting of average wholesale prices could reduce
our pricing and margins.

Many government payors, including Medicare (in 2004) and many state Medicaid
programs, as well as a number of private payors, pay us directly or indirectly
based upon a drug's AWP. In fact, most of Specialty Infusion business unit
revenues result from reimbursement methodologies based on the AWP of our
products. The AWP for most drugs is compiled and published by third-party price
reporting services, such as First DataBank, Inc., from information provided by
manufacturers and/or wholesalers. Various federal and state government agencies
have been investigating, among other things, whether the published AWP of many
drugs, including some that we distribute and sell, is an appropriate or accurate
measure of the market price of the drugs. There are also several lawsuits
pending against various drug manufacturers in connection with the
appropriateness of the manufacturers' AWP for a particular drug(s). These
government investigations and lawsuits involve allegations that manufacturers
reported artificially inflated AWPs of various drugs to third-party price
reporting services, which, in turn, reported these prices to its subscribers,
including many state Medicaid agencies who then included these AWPs in the
state's reimbursement policies.


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As a result of this enforcement environment, it is possible that manufacturers
and/or third-party price reporting services may lower the reported AWP for
products that we distribute and sell. The changes occurring in the reporting of
AWPs could have a negative effect on our business by reducing the pricing and
margins on certain of our products.

Moreover, as discussed above, as a result of MMA, Medicare reimbursement for
many of the products we distribute, including most physician-administered drugs
and biologicals, was lowered to 80-85% of AWP effective January 1, 2004.
Although this 2004 change did not affect Medicare reimbursement for
blood-clotting factors, which will continue to be reimbursed at 95% of AWP in
2004, effective January 1, 2005, the Medicare reimbursement methodology for many
of the products we distribute (including blood-clotting factors) will change
from an AWP-based system to a "market-based system," which we anticipate will
lower Medicare reimbursement. It is also possible that states and/or commercial
payors may adopt the new Medicare "market-based" reimbursement methodology.

A reduction in the demand for our products and services could result in our
reducing the pricing and margins on certain of our products.

A number of circumstances could reduce demand for our products and services,
including:

o     customer shifts to treatment regimens other than those we offer;

o     new treatments or methods of delivery of existing drugs that do not
      require our specialty products and services;

o     the recall of a drug, or adverse reactions caused by a drug;

o     the expiration or challenge of a drug patent;

o     competing treatment from a new drug, a new use of an existing drug or
      genetic therapy;

o     drug companies ceasing to develop, supply and generate demand for drugs
      that are compatible with the services we provide;

o     drug companies stopping outsourcing the services we provide or failing to
      support existing drugs or develop new drugs;

o     governmental or private initiatives that would alter how drug
      manufacturers, health care providers or pharmacies promote or sell
      products and services;

o     the loss of a managed care or other payor relationship covering a number
      of high-revenue customers; or

o     the cure of a disease we service.


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<PAGE>

Our business involves risks of professional, product and hazardous substance
liability, and any inability to obtain adequate insurance may adversely affect
our business.

The provision of health services entails an inherent risk of professional
malpractice, regulatory violations and other similar claims. Claims, suits or
complaints relating to health services and products provided by physicians,
pharmacists or nurses in connection with our Specialty Infusion and Wound Care
Management programs may be asserted against us in the future.

Our operations involve the handling of bio-hazardous materials. Our employees,
like those of all companies that provide services dealing with human blood
specimens, may be exposed to risks of infection from AIDS, hepatitis and other
blood-borne diseases if appropriate laboratory practices are not followed.
Although we believe that our safety procedures for handling and disposing of
such materials comply with the standards prescribed by state and federal
regulations, we cannot completely eliminate the risk of accidental infection or
injury from these materials. In the event of such an accident, we could be held
liable for any damages that result, and such liability could harm our business.

Our operations expose us to product and professional liability risks that are
inherent in managing the delivery of wound care services and the provision and
marketing of biopharmaceutical and pharmaceutical products. We currently
maintain professional and product liability insurance coverage of $15.0 million
in the aggregate. Because we cannot predict the nature of future claims that may
be made, we cannot assure you that the coverage limits of our insurance would be
adequate to protect us against any potential claims, including claims based upon
the transmission of infectious disease, contaminated products, negligent
services or otherwise. In addition, we may not be able to obtain or maintain
professional or product liability insurance in the future on acceptable terms,
if at all, or with adequate coverage against potential liabilities.

We rely on key community-based representatives whose absence or loss could harm
our business.

The success of our Specialty Infusion business unit depends upon our ability to
retain key employees known as community-based representatives, and the loss of
their services could adversely affect our business and prospects. Our
community-based representatives are our chief contacts and maintain the primary
relationship with our customers, and the loss of a single community-based
representative could result in the loss of a significant number of customers. We
do not have key person insurance on any of our community-based representatives.
In addition, our success will depend upon, among other things, the successful
recruitment and retention of qualified personnel, and we may not be able to
retain all of our key management personnel or be successful in recruiting
additional replacements should that become necessary.

Our inability to maintain a number of important contractual relationships could
adversely affect our operations.

Substantially all of the revenues of our Wound Care Management operations are
derived from management contracts with acute care hospitals. At June 30, 2004,
we had 97 management contracts. The contracts generally have initial terms of
three to five years, and many have automatic renewal terms unless specifically
terminated. During the year ending December 31, 2004, the contract terms of 36
of our management contracts will expire, including 24 contracts which provide
for automatic one-year renewals. The contracts often provide for early
termination either by the client hospital if specified performance criteria are
not satisfied, or by us under various other circumstances. Historically, some
contracts have expired without renewal, and others have been terminated by us or
the client hospital for various reasons prior to their scheduled expiration.
During 2003, 3 contracts expired without renewal, and an additional 8 contracts
were terminated prior to their scheduled expiration. During the six months ended
June 30, 2004, 1 contract expired without renewal, and 3 contracts were
terminated prior to their scheduled expiration. Generally, these contracts were
terminated by hospitals because of the now settled DOJ investigation of


                                      -10-
<PAGE>

Wound Care Management, hospital financial difficulties and Medicare
reimbursement changes which reduced hospital revenues. Our continued success is
subject to, among other things, our ability to renew or extend existing
management contracts and obtain new management contracts. Any hospital may
decide not to continue to do business with us following expiration of its
management contract, or earlier if such management contract is terminable prior
to expiration. In addition, any changes in the Medicare program or third-party
reimbursement levels which generally have the effect of limiting or reducing
reimbursement levels for health services provided by programs managed by us
could result in the early termination of existing management contracts and could
adversely affect our ability to renew or extend existing management contracts
and to obtain new management contracts. The termination or non-renewal of a
material number of management contracts could harm our business.

In addition, a portion of the revenues of our Specialty Infusion operations is
derived from contractual relationships with retail pharmacies. Our success is
subject to, among other things, the continuation of these relationships, and
termination of one or more of these relationships could harm our business.

Our business will suffer if we lose relationships with payors.

We are partially dependent on reimbursement from non-governmental payors. Many
payors seek to limit the number of providers that supply drugs to their
enrollees. From time to time, payors with whom we have relationships require
that we and our competitors bid to keep their business, and, therefore, due to
the uncertainties involved in any bidding process, we either may not be retained
or may have to reduce our margins to retain business. The loss of a significant
number of payor relationships, or an adverse change in the financial condition
of a significant number of payors, could result in the loss of a significant
number of patients and harm our business.

Changes in reimbursement rates which cause reductions in the revenues of our
operations have adversely affected our Wound Care Management business unit.

As a result of the Balanced Budget Act of 1997, the Centers for Medicare &
Medicaid Services ("CMS") (formerly Health Care Financing Administration)
implemented the Outpatient Prospective Payment System ("OPPS") for most hospital
outpatient department services furnished to Medicare patients beginning August
2000. Under OPPS, a predetermined rate is paid to each hospital for clinical
services rendered, regardless of the hospital's cost. We believe the new payment
system does not provide comparable reimbursement for services previously
reimbursed on a reasonable cost basis, and we believe the payment rates for many
services are insufficient for many of our hospital customers, resulting in
revenue and income shortfalls for the Wound Care Center(R) programs we manage on
behalf of the hospitals. As a result, during 2003 and 2002, we renegotiated and
modified many of our management contracts related to our Wound Care Management
business unit, which has resulted in reduced revenue and income to us from those
modified contracts and, in numerous cases, contract termination. These
renegotiations resulted in reduced revenues of approximately $1.2 million in the
year ended December 31, 2003. In addition, we lost approximately $6.5 million in
revenues in the year ended December 31, 2003 as the result of contract
terminations. At any time during any given year, 10% to 20% of hospital
contracts are being renegotiated. We expect that contract renegotiation and
modification with many of our hospital customers will continue, and this could
result in further reduced revenues and income to us from those contracts and
even contract terminations. These results could harm our business.


                                      -11-
<PAGE>

The Wound Care Center(R) programs managed by our Wound Care Management business
unit on behalf of acute care hospitals are generally treated as "provider based
entities" for Medicare reimbursement purposes. This designation is required for
the hospital-based program to be covered under the Medicare outpatient
reimbursement system. With OPPS, Medicare published criteria for determining
when programs may be designated "provider based entities." Programs that existed
prior to October 1, 2000 were grandfathered by CMS to be "provider based
entities" until the start of the hospital's next cost-reporting period beginning
on or after July 1, 2003. At that time, the hospital may submit an attestation
to the appropriate CMS Regional Office, attesting that the program meets all the
requirements for provider-based designation. Programs that started on or after
October 1, 2000 can voluntarily apply for provider based designation status. We
timely advised each of our hospital clients of the mandatory application
procedures. Although we believe that the programs we manage substantially meet
the current criteria to be designated "provider based entities," a widespread
denial of such designation could harm our business.

We are subject to pricing pressures and other risks involved with third-party
payors.

In recent years, competition for patients, efforts by traditional third-party
payors to contain or reduce health care costs, and the increasing influence of
managed care payors, such as health maintenance organizations, have resulted in
reduced rates of reimbursement. Commercial payors, such as managed care
organizations and traditional indemnity insurers, increasingly are requesting
fee structures and other arrangements providing for health care providers to
assume all or a portion of the financial risk of providing care. Changes in
reimbursement policies of governmental third-party payors, including policies
relating to Medicare, Medicaid and other federally funded programs, could reduce
the amounts reimbursed to our customers for our products and, in turn, the
amount these customers would be willing to pay for our products and services, or
could directly reduce the amounts payable to us by such payors. The lowering of
reimbursement rates, increasing medical review of bills for services and
negotiating for reduced contract rates could harm our business. Pricing
pressures by third-party payors may continue, and these trends may adversely
affect our business.

Also, continued growth in managed care and capitated plans have pressured health
care providers to find ways of becoming more cost competitive. Managed care
organizations have grown substantially in terms of the percentage of the
population they cover and in terms of the portion of the health care economy
they control. Managed care organizations have continued to consolidate to
enhance their ability to influence the delivery of health care services and to
exert pressure to control health care costs. A rapid increase in the percentage
of revenue derived from managed care payors or under capitated arrangements
without a corresponding decrease in our operating costs could harm our business.

There is substantial competition in the specialty pharmacy, home infusion and
wound care services industries, and we may not be able to compete successfully.

Our Specialty Infusion business unit faces competition from other specialty
infusion, specialty pharmacy, home infusion and disease management entities,
general health care facilities and service providers, biopharmaceutical
companies, pharmaceutical companies as well as other competitors. Many of these
companies have substantially greater capital resources and marketing staffs and
greater experience in commercializing products and services than we have, and
may be able to obtain better pricing from suppliers of products we purchase and
distribute. The principal competition with our Wound Care Management business
unit consists of specialty clinics that have been established by some hospitals
or physicians. Additionally, there are some private companies which provide
wound care services through a hyperbaric oxygen therapy program format.
Furthermore, recently developed technologies, or technologies that may be
developed in the future, are or may be the basis for products which compete with
our specialty infusion business or chronic wound care services. We may not be
able to enter into co-marketing arrangements with respect to these products or
maintain pricing arrangements with suppliers that preserve


                                      -12-
<PAGE>

margins, and we may not be able to compete effectively against such companies in
the future.

If we are unable to effectively adapt to changes in the health care industry,
our business will be harmed.

Political, economic and regulatory influences are subjecting the health care
industry in the United States to fundamental change. We anticipate that Congress
and state legislatures may continue to review and assess alternative health care
delivery and payment systems and may in the future propose and adopt legislation
effecting fundamental changes in the health care delivery system as well as
changes to Medicare's coverage and payments of the drugs and services we
provide.

As discussed above, in December 2003, MMA was signed into law, substantially
changing the Medicare reimbursement system insofar as it pertains to
biopharmaceuticals and drugs, as well as enacting various other changes to the
Medicare program. It is possible that MMA, as well as any future legislation
enacted by Congress or state legislatures, could harm our business or could
change the operating environment of our targeted customers (including hospitals
and managed care organizations). Health care industry participants may react to
such legislation by curtailing or deferring expenditures and initiatives,
including those relating to our programs and services. It is possible that the
changes to the Medicare program reimbursement may serve as precedent to possible
changes in other payor's reimbursement policies in a manner adverse to us. In
addition, MMA and its related regulatory changes could encourage integration or
reorganization of the health care delivery system in a manner that could
materially and adversely affect our ability to compete or to continue our
operations without substantial changes.

Our industry is subject to extensive government regulation, and noncompliance by
us, our suppliers, our customers or our referral sources could harm our
business.

The marketing, labeling, dispensing, storage, provision, sale and purchase of
drugs, health supplies and health services, including the biopharmaceutical
products we provide, are extensively regulated by federal and state governments,
and if we fail or are accused of failing to comply with laws and regulations,
our business could be harmed. Our business could also be harmed if the
suppliers, customers or referral sources we work with are accused of violating
laws or regulations. The applicable regulatory framework is complex, and the
laws are very broad in scope. Many of these laws remain open to interpretation
and have not been addressed by substantive court decisions. The federal
government or states in which we operate could, in the future, enact more
restrictive legislation or interpret existing laws and regulations in a manner
that could limit the manner in which we can operate our business and have a
negative impact on our business.

There are a number of state and federal laws and regulations that apply to our
operations which could harm our business.

A number of state and federal laws and regulations apply to, and could harm, our
business. These laws and regulations include, among other things, the following:

o     The federal "anti-kickback law" prohibits the offer or solicitation of
      remuneration in return for the referral of patients covered by almost all
      governmental programs, or the arrangement or recommendation of the
      purchase of any item, facility or service covered by those programs. The
      Health Insurance Portability and Accountability Act of 1996, or HIPAA,
      created new violations for fraudulent activity applicable to both public
      and private health care benefit programs and prohibits inducements to
      Medicare or Medicaid eligible patients to influence their decision to seek
      specific items and services reimbursed by the government or to choose a
      particular provider. The potential sanctions for violations of these laws
      include significant fines, exclusion from participation in


                                      -13-
<PAGE>

      Medicare and Medicaid and criminal sanctions. Although some "safe harbor"
      regulations attempt to clarify when an arrangement may not violate the
      anti-kickback law, our business arrangements and the services we provide
      may not fit within these safe harbors. Failure to satisfy a safe harbor
      requires further analysis of whether the parties violated the
      anti-kickback law. In addition to the anti-kickback law, many states have
      adopted similar kickback and/or fee-splitting laws, which can affect the
      financial relationships we may have with our customers, physicians,
      vendors, other retail pharmacies and patients. The finding of a violation
      of the federal laws or one of these state laws could harm our business.

o     The Department of Health and Human Services has issued final regulations
      implementing the Administrative Simplification Provisions of HIPAA
      concerning the maintenance, transmission, and security of individually
      identifiable health information. The privacy regulations, with which
      compliance was required as of April 2003, impose on covered entities
      (including hospitals, pharmacies, and other health care providers)
      significant new restrictions on the use and disclosure of individually
      identifiable health information. The security regulations, which require
      compliance by April 2005, will impose on covered entities certain
      administrative, technical, and physical safeguard requirements with
      respect to individually identifiable health information maintained or
      transmitted electronically. The regulations establishing electronic
      transaction standards that all health care providers must use when
      electronically submitting or receiving individually identifiable health
      information in connection with certain health care transactions became
      effective October 2002, but Congress extended the compliance deadline
      until October 2003 for organizations, such as ours, that submitted a
      request for an extension. As a result of these HIPAA regulations, we have
      taken the appropriate actions to ensure that patient data kept on our
      computer networks are in compliance with these regulations. We believe
      that we are now substantially in compliance with the HIPAA electronic
      standards and are capable of delivering HIPAA standard transactions
      electronically. In addition, if we choose to distribute drugs through new
      distribution channels, such as the Internet, we will have to comply with
      government regulations that apply to those distribution channels, which
      could harm our business. In addition to HIPAA, a number of states have
      adopted laws and/or regulations applicable to the use and disclosure of
      patient health information that are more stringent than comparable
      provisions under HIPAA. The finding of a violation of HIPAA or one of
      these state laws could harm our business.

o     The Ethics in Patient Referrals Act of 1989, as amended, commonly referred
      to as the "Stark Law," prohibits physician referrals to entities with
      which the physician or his or her immediate family members have a
      "financial relationship" and prohibits the entity receiving the referral
      from presenting a claim to Medicare or Medicaid programs for services
      furnished under the referral. On March 26, 2004, the Centers for Medicare
      and Medicaid Services issued the second phase of its final regulations,
      addressing physician self-referrals, which became effective July 24, 2004.
      A violation of the Stark Law is punishable by civil sanctions, including
      significant fines, a denial of payment or a requirement to refund certain
      amounts collected, and exclusion from participation in Medicare and
      Medicaid. A number of states have adopted laws and/or regulations that
      contain provisions that track, or are otherwise similar to, the Stark Law.
      The finding of a violation of the Stark Law or one or more of these state
      laws could harm our business.


                                      -14-
<PAGE>

o     State laws prohibit the practice of medicine, pharmacy and nursing without
      a license. To the extent that we assist patients and providers with
      prescribed treatment programs, a state could consider our activities to
      constitute the practice of medicine. Our nurses must obtain state licenses
      to provide nursing services to some of our patients. In addition, in some
      states, coordination of nursing services for patients could necessitate
      licensure as a home health agency and/or could necessitate the need to use
      licensed nurses to provide certain patient-directed services. If we are
      found to have violated those laws, we could face civil and criminal
      penalties and be required to reduce, restructure or even cease our
      business in that state.

o     Pharmacies (retail, mail-order and wholesale) as well as pharmacists often
      must obtain state licenses to operate and dispense drugs. Pharmacies must
      also obtain licenses in some states in order to operate and provide goods
      and services to residents of those states. In addition, our pharmacies may
      be required by the federal Drug Enforcement Agency, as well as by similar
      state agencies, to obtain registration to handle controlled substances,
      including certain prescription drugs, and to follow specified labeling and
      record-keeping requirements for such substances. If we are unable to
      maintain our pharmacy licenses, or if states place burdensome restrictions
      or limitations on non-resident pharmacies, this could limit or otherwise
      affect our ability to operate in some states, which could harm our
      business.

o     Federal and state investigations and enforcement actions continue to focus
      on the health care industry, scrutinizing a wide range of items such as
      joint venture arrangements, referral and billing practices, product
      discount arrangements, home health care services, dissemination of
      confidential patient information, promotion of off-label drug indications
      use, clinical drug research trials and gifts for patients or referral
      sources. From time to time, and like others in the health care industry,
      we receive requests for information from government agencies in connection
      with their regulatory or investigative authority.

o     We are subject to federal and state laws prohibiting entities and
      individuals from knowingly and willfully making claims to Medicare and
      Medicaid and other governmental programs and third-party payors that
      contain false or fraudulent information. The federal False Claims Act
      encourages private individuals to file suits on behalf of the government
      against health care providers such as us. As such suits are generally
      filed under seal with a court to allow the government adequate time to
      investigate and determine whether it will intervene in the action, the
      implicated health care providers are often unaware of the suit until the
      government has made its determination and the seal is lifted. Violations
      or alleged violations of such laws, and any related lawsuits, could result
      in significant financial or criminal sanctions (including treble damages)
      or exclusion from participation in the Medicare and Medicaid programs.
      Some states also have enacted statutes similar to the False Claims Act
      which may provide for large penalties, substantial fines and treble
      damages if violated.

There is a delay between our performance of services and our reimbursement.

Billing and collection for our services is a complex process requiring constant
attention and involvement by senior management and ongoing enhancements to
information systems and billing center operating procedures.


                                      -15-
<PAGE>

The health care industry is characterized by delays that typically range from
three to nine months between when services are provided and when the
reimbursement or payment for these services is received. This makes working
capital management, including prompt and diligent billing and collection, an
important factor in our results of operations and liquidity. Trends in the
industry may further extend the collection period and impact our working
capital.

We are paid for our services by various payors, including patients, insurance
companies, Medicare, Medicaid and others, each with distinct billing
requirements. We recognize revenue when we provide services to patients.
However, our ability to collect these receivables depends in part on our
submissions to payors of accurate and complete documentation. In order for us to
bill and receive payment for our services, the physician and the patient must
provide appropriate billing information. Following up on incorrect or missing
information generally slows down the billing process and the collection of
accounts receivable. Failure to meet the billing requirements of the different
payors could have a significant impact on our revenues, profitability and cash
flow.

Further, even if our billing procedures comply with all third party-payor
requirements, some of our payors may experience financial difficulties or may
otherwise not pay accounts receivable when due, which could result in increased
write-offs or provisions for doubtful accounts. There can be no assurance that
we will be able to maintain our current levels of collectibility or that
third-party payors will not experience financial difficulties. If we are unable
to collect our accounts receivable on a timely basis, our revenues,
profitability and cash flow could be adversely affected.

We rely heavily on a limited number of shipping providers, and our business
could be harmed if their rates are increased or our providers are unavailable.

A significant portion of our revenues result from the sale of drugs we deliver
to our patients, and a significant amount of our products are delivered by
overnight mail or courier, or through our retail pharmacies. The costs incurred
in shipping are not passed on to our customers and, therefore, changes in these
costs directly impact our margins. We depend heavily on these outsourced
shipping services for efficient, cost-effective delivery of our product. The
risks associated with this dependence include: any significant increase in
shipping rates; strikes or other service interruptions by these carriers; and
spoilage of high-cost drugs during shipment since our drugs often require
special handling, such as refrigeration.

If we do not maintain effective and efficient information systems, our
operations may be adversely affected.

Our operations depend in part on the continued and uninterrupted performance of
our information systems. Failure to maintain reliable information systems or
disruptions in our information systems could cause disruptions in our business
operations, including billing and collections, loss of existing patients and
difficulty in attracting new patients, patient and payor disputes, regulatory
problems, increases in administrative expenses or other adverse consequences,
any or all of which could have a material adverse effect on our operations.


                                      -16-
<PAGE>

RISKS RELATED TO OUR OUTSTANDING DEBT AND EQUITY SECURITIES

Our substantial level of indebtedness could adversely affect our financial
condition and prevent us from fulfilling our debt obligations.

As of June 30, 2004, we had approximately $204.2 million of total indebtedness
which included the offering of $185 million aggregate principal amount of our
10.75% Senior Notes due 2011 (the "Notes") and the refinancing of our credit
facility. The Notes were issued to an initial purchaser who then distributed
them to eligible purchasers pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended. These Notes are then eligible to be
exchanged for publicly registered notes with the exact same terms (the "Exchange
Notes"). Subject to restrictions in the indenture relating to the Notes or the
Exchange Notes and our revolving credit facility, we may incur additional
indebtedness. In particular, as of June 30, 2004, assuming that the offering and
related transactions had occurred on that date, we would have had $26.7 million
of additional borrowing capacity under our revolving credit facility.

Our high level of indebtedness could have important consequences. For example,
it could:

o    make it more difficult for us to satisfy our obligations on the Notes, the
     Exchange Notes or under our revolving credit facility;

o    require us to dedicate a substantial portion of our cash flow from
     operations to interest and principal payments on our indebtedness, reducing
     the availability of our cash flow for other purposes, such as capital
     expenditures, acquisitions and working capital;

o    limit our flexibility in planning for, or reacting to, changes in our
     business and the industry in which we operate;

o    increase our vulnerability to general adverse economic and industry
     conditions;

o    place us at a disadvantage compared to our competitors that have less debt;

o    expose us to fluctuations in the interest rate environment because the
     revolving credit facility is at a variable rate of interest; and

o    limit our ability to borrow additional funds.

We expect to obtain the money to pay our expenses and to pay the principal and
interest on the Notes, or Exchange Notes, our revolving credit facility and
other debt from cash flow from our operations and from additional loans under
our revolving credit facility. Our ability to meet our expenses thus depends on
our future performance, which will be affected by financial, business, economic
and other factors. We will not be able to control many of these factors, such as
economic conditions in the markets where we operate and pressure from
competitors. We cannot be certain that our cash flow will be sufficient to allow
us to pay principal and interest on our debt (including the Notes or the
Exchange Notes) and meet our other obligations. If we do not have enough money,
we may be required to refinance all or part of our existing debt (including the
Notes or the Exchange Notes), sell assets or borrow more money. We cannot
guarantee that we will be able to do so on terms acceptable to us. In addition,
the terms of existing or future debt agreements, including our revolving credit
facility and the indenture, may restrict us from adopting any of these
alternatives. The failure to generate sufficient cash flow or to achieve such
alternatives could significantly adversely affect the value of the Notes or the
Exchange Notes and our ability to pay principal of and interest on the Notes or
the Exchange Notes.


                                      -17-

<PAGE>



Our substantial outstanding debt subjects us to covenant default risk under our
senior secured credit facility.

We are highly leveraged. If we are unable to achieve our forecasted operating
results, we may violate covenants under our senior secured credit facility. The
financial covenants under our senior secured credit facility include a total
leverage ratio, fixed charges coverage ratio, senior secured leverage ratio,
capital expenditures and accounts receivable days outstanding limits. In the
event we default under any of these covenants, we may seek a waiver or amendment
of the covenants. There can be no assurance, however, that we will be able to
obtain such a waiver or amendment. In the event we are unable to obtain a waiver
or amendment to remedy any such default, the lender may suspend or terminate
advances under the credit facility or the lender may accelerate the debt and
demand immediate payment of any outstanding balance. An acceleration of the debt
under our senior secured credit facility would result in an event of default
under the indenture for our Notes or the Exchange Notes due 2011 as well.

The notes are unsecured.

The Notes or the Exchange Notes are not secured by any of our or our
subsidiaries' assets. The indenture governing the Notes or the Exchange Notes
permits us and our subsidiaries to incur secured indebtedness, including
pursuant to our revolving credit facility, purchase money instruments and other
forms of secured indebtedness. As a result, the Notes or the Exchange Notes and
the guarantees will be effectively subordinated to all of our and the
guarantors' secured obligations to the extent of the value of the assets
securing such obligations. As of June 30, 2004, we had approximately $14
million of secured indebtedness.

If we or the subsidiary guarantors were to become insolvent or otherwise fail to
make payment on the Notes, the Exchange Notes or the guarantees, holder of any
of our and the subsidiary guarantors' secured obligations would be paid first
and would receive payments from the assets securing such obligations before the
holders of the Notes or the Exchange Notes would receive any payments. The
holders of the Notes or the Exchange Notes may, therefore, not be fully repaid
if we or the subsidiary guarantors become insolvent or otherwise fail to make
payment on the Notes or the Exchange Notes.

We may not be able to satisfy our obligations to holders of the notes upon a
change of control.

Upon the occurrence of a "change of control," as defined in the indenture, each
holder of the Notes or the Exchange Notes will have the right to require us to
purchase its notes at a price equal to 101% of the principal amount, together
with any accrued and unpaid interest. Our failure to purchase, or give notice of
purchase of, such notes would be a default under the indenture, which would in
turn be a default under our revolving credit facility. In addition, a change of
control may constitute an event of default under our revolving credit facility.
A default under our revolving credit facility would result in an event of
default under the indenture if the lenders accelerate the debt under our
revolving credit facility.

If a change of control occurs, we may not have enough assets to satisfy all
obligations under our revolving credit facility and the indenture related to the
Notes or the Exchange Notes. Upon the occurrence of a change of control, we
could seek to refinance the indebtedness under our revolving credit facility and
the Notes or the Exchange Notes or obtain a waiver from the lenders or holders
of the Notes or the Exchange Notes. We cannot assure you, however, that we would
be able to obtain a waiver or refinance our indebtedness on commercially
reasonable terms, if at all.


                                      -18-
<PAGE>


There is no established trading market for the Notes or the Exchange Notes, and
holders of these notes may not be able to sell them quickly or at the price that
they paid.

The Notes and the Exchange Notes are a new issue of securities, and there is no
established trading market for the Notes or the Exchange Notes. We do not intend
to apply for the Notes or the Exchange Notes to be listed on any securities
exchange or to arrange for quotation on any automated dealer quotation systems.
The initial purchaser has advised us that it intends to make a market in the
Notes and the Exchange Notes, but the initial purchaser is not obligated to do
so. The initial purchaser may discontinue any market making in the Notes or the
Exchange Notes at any time, in its sole discretion. As a result, we cannot
assure you as to the liquidity of any trading market for the Notes.

We also cannot assure you that holders of the Notes or the Exchange Notes will
be able to sell such notes at a particular time or that the prices that holders
of such notes will receive when these notes are sold will be favorable. We also
cannot assure you as to the level of liquidity of the trading market for these
notes or, in the case of any holders of outstanding Notes that do not exchange
them, the trading market for the outstanding Notes following the offer to
exchange the outstanding Notes for Exchange Notes. Future trading prices of the
outstanding Notes and Exchange Notes will depend on many factors, including:

o    our operating performance and financial condition;

o    our ability to complete the offer to exchange the outstanding Notes for the
     Exchange Notes;

o    the interest of securities dealers in making a market; and

o    the market for similar securities.

Historically, the market for non-investment grade debt has been subject to
disruptions that have caused volatility in prices. It is possible that the
market for the Notes and the Exchange Notes will be subject to disruptions. Any
disruptions may have a negative effect on noteholders, regardless of our
prospects and financial performance.

Any guarantees of the Notes or the Exchange Notes by our subsidiaries may be
voidable, subordinated or limited in scope under laws governing fraudulent
transfers and insolvency.

Under federal and foreign bankruptcy laws and comparable provisions of state and
foreign fraudulent transfer laws, a guarantee of the Notes or the Exchange Notes
by a guarantor could be voided, if, among other things, at the time the
guarantor issued its guarantee, such guarantor:

o    intended to hinder, delay or defraud any present or future creditor; or

o    received less than reasonably equivalent value or fair consideration for
     the incurrence of such indebtedness and:

     o  was insolvent or rendered insolvent by reason of such incurrence;

     o  was engaged in a business or transaction for which such guarantor's
        remaining assets constituted unreasonably small capital; or

     o  intended to incur, or believed that it would incur, debts beyond its
        ability to pay such debts as they mature.


                                      -19-

<PAGE>

The measures of insolvency for purposes of the foregoing considerations will
vary depending upon the law applied in any proceeding with respect to the
foregoing. Generally, however, a guarantor in the United States would be
considered insolvent if:

o    the sum of its debts, including contingent liabilities, was greater than
     the saleable value of all of its assets;

o    the present fair saleable value of its assets was less that the amount that
     would be required to pay its probable liabilities on its existing debts,
     including contingent liabilities, as they become absolute and mature; or

o    it could not pay its debts as they become due.



Possible volatility of stock price in the public market.

The market price of our common stock has experienced, and may continue to
experience, substantial volatility. Over the past eight quarters, the market
price of our common stock has ranged from a low of $8.58 per share in the second
quarter of 2004 to a high of $19.38 in the first quarter of 2003. Many factors
have influenced the common stock price in the past, including fluctuations in
our earnings and changes in our financial position, management changes, low
trading volume, and negative publicity and uncertainty resulting from the legal
actions brought against us. In addition, the securities markets have, from time
to time, experienced significant broad price and volume fluctuations that may be
unrelated to the operating performance of particular companies. All of these
factors could adversely affect the market price of our common stock.

Provisions of our articles of incorporation and Minnesota law may make it more
difficult for you to receive a change-in-control premium. Our Board's ability to
designate and issue up to 10 million shares of preferred stock and issue up to
50 million shares of common stock could adversely affect the voting power of the
holders of common stock, and could have the effect of making it more difficult
for a person to acquire, or could discourage a person from seeking to acquire,
control of our company. If this occurred, you could lose the opportunity to
receive a premium on the sale of your shares in a change of control transaction.
In addition, the Minnesota Business Corporation Act contains provisions that
would have the effect of restricting, delaying or preventing altogether certain
business combinations with any person who becomes an interested stockholder.
Interested stockholders include, among others, any person who, together with
affiliates and associates, acquires 10% or more of a corporation's voting stock
in a transaction which is not approved by a duly constituted committee of the
Board of the corporation. These provisions could also limit your ability to
receive a premium in a change of control transaction.



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