EXHIBIT 99


                                  RISK FACTORS

     You should consider the following risks carefully in evaluating our
business and us before making an investment decision. The risks described below
are not the only risks we face. Additional risks may also impair our business
operations. If any of the following risks occur, our business, results of
operations or financial condition could be materially adversely affected. If
that happens, the trading price of our common stock could decline, and you may
lose all or part of your investment.

Our revenues are dependent on the continued research needs of companies in the
pharmaceutical and biotechnology industries.

     We are highly dependent on research and development expenditures by the
pharmaceutical and biotechnology industries. Accordingly, our operations could
be materially and adversely affected by general economic downturns in these
industries and other factors resulting in a decrease in research and development
expenditures. Furthermore, we have benefited from the increasing trend among
pharmaceutical and biotechnology companies to hire outside organizations such as
ours to conduct both small and large research projects. This "outsourcing"
practice has grown substantially during the 1990's and we believe that because
of our multiple biologically based capabilities, we are well positioned to
continue to take advantage of this trend. However, if companies do not find our
services appealing, our revenues will decline. Further, if this trend in
outsourcing were to change and companies in these industries reduced their
tendency to outsource their projects, our operations and financial condition
could be materially and adversely affected.

If we are unable to keep up with rapid changes in the molecular and cellular
biology industry, our business and operations could be adversely affected.

     Through our operating subsidiary, CMT, we provide basic and pre-clinical
contract research and development in several areas such as:

o        molecular biology;

o        cell biology and gene expression;

o        mouse genetics;

o        bioproduction and reagent preparation; and

o        cell culture media.

These areas of research are relatively new and rapidly expanding. As such, we
face all of the risks inherent in a new or emerging industry including changes
in the regulatory regime, an absence of an established earnings history, the
availability of adequately trained management and employees, and the potential
for significant client concentration. There can be no assurance that, even after
the expenditure of substantial funds and efforts, we will be able to
successfully market our services.

Competition in the pharmaceutical and biotechnology industry is intense.

     The contract research industry is highly fragmented, with national and
regional companies ranging from large, full-service companies engaging in
contract research and development or reagent services to small, limited-service
companies who specialize in one particular aspect of research and development or
media production. There are many barriers to entry into the industry. Contract
research companies compete on the basis of several factors, including:


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o        reputation for on-time quality performance;

o        expertise and experience in specific therapeutic areas;

o        scope of service offerings and how well such services are integrated;

o        strengths in various geographic markets;

o        price;

o        technological expertise and efficient drug development processes;

o        the ability to acquire, process, analyze and report data in a
         timesaving and accurate manner; and

o        expertise and experience in health economics.

Many of our competitors have achieved significant national, regional and local
brand name and product recognition as well as engage in frequent and extensive
advertising and promotional programs. Many of our competitors have substantially
greater financial, technical, marketing, personnel and other resources than we
do. Furthermore, our industry has recently begun to attract attention from the
investment community. This could lead to increased competition through the
availability of additional financial resources for contract research companies.
While we believe that we can compete effectively, and have done so in the past,
there can be no assurance that we will be able to do so in the future.

If the current trend in the consolidation of contract research companies
continues, our financial condition could be adversely affected.

     As competition in the biotechnology and pharmaceutical industries has
increased, more and more contract research companies have begun to consolidate.
This trend is likely to produce even greater competition among larger contract
research companies for both clients and acquisition candidates. Contract
research companies may also begin to selectively choose which companies they
will work with. If we are unable to take advantage of this trend in
consolidation and this trend continues, we may lose customers to larger contract
research companies and our revenues will decrease.

The potential loss or delay of our large contracts could adversely affect our
results.

     Most of our contracts for the provision of our services are on a
fee-for-service basis, providing for payments only after certain research
milestones have been reached. We do not receive residual or royalty payments for
future discoveries or uses involving the materials or services provided by us to
our customers. For the year ended December 31, 1999, these fee-for-service
contracts accounted for 61% of our total annual revenues. Since our contracts
are predominantly fee-for-service, we bear the risk if it costs us more to
perform our services than what we charge our customers. Most of our contracts,
including those with governmental agencies, are terminable by the client
immediately or upon notice for a variety of reasons, including:

o        the failure of our products to satisfy safety requirements;

o        unexpected or undesired results of our products;

o        the client's decision to terminate the development of our products or
         to forego or end a particular study; and

o        Our failure to properly discharge our obligations thereunder.

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Although the contracts often require payment to us for our expenses to wind down
the study and fees earned to date and, in some cases, a termination fee, the
loss of one or more of our large contracts could have a material adverse effect
on our business and operations.

Our revenues are dependent on a limited and highly concentrated number of
companies.

     We have one customer who accounted for approximately 35% of our annual
revenue for the fiscal year ended December 31, 1999 and two customers who
accounted for approximately 24% of our annual revenues for the fiscal year ended
December 31, 1998. These revenues resulted from services provided by our
molecular cell science and specialty media divisions. The decrease or loss of
business from these customers or any future customer of similar size could have
a material adverse effect on our results of operations or financial condition.

The relaxation or change of existing government regulations could cause a
decrease in our revenues.

     Our business depends on the continued strict government regulation of the
drug development process, especially in the United States and Europe. Any
relaxation or change in existing regulations could have a material adverse
effect on the demand for the services we offer. Potential regulatory changes
under consideration in the United States and elsewhere includes:

o        mandatory substitution of generic drugs for patented drugs;

o        relaxation in the scope of regulatory requirements; and

o        the introduction of simplified drug approval procedures.

If future regulatory cost containment efforts limit the profits, which can be
derived on new drugs, our customers may reduce their research and development
spending which could reduce the business they outsource to us. These and other
changes in regulation could have a material impact on the business opportunities
available to us, and in turn, reduce the revenues we are able to generate.

If we are unable to comply with existing regulations, our business and
operations could be materially and adversely affected.

     The failure on our part to comply with applicable regulations could result
in the termination of ongoing research, sales and marketing or the
disqualification of data for submission to regulatory authorities. Furthermore,
if we or our customers are notified by any governmental agency that we have
failed to follow or violated accepted practices, our business and operations
could be adversely affected.

Our financial condition and results of operation may be adversely affected if
the government approves health care reform.

     The health care industry is subject to changing political, economic and
regulatory influences that may affect the pharmaceutical and biotechnology
industries. During 1994, several comprehensive health care reform proposals were
introduced in Congress. The intent of the proposals were, generally, to expand
health care coverage for the uninsured and reduce the growth of total health
care expenditures. While the proposals were never adopted, health care reform
may again be addressed by Congress. Similar reform movements have occurred in
Europe and Asia. Implementation of government health care reform may adversely
affect research and development expenditures by pharmaceutical and biotechnology
companies, which could decrease the business opportunities available to us. We
are unable to predict the likelihood of such or similar legislation being
enacted into law or the effects such legislation would have on us.


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The biotechnology and pharmaceutical industries are subject to strict
environmental regulations.

     Our operations are subject to evolving federal, state and local laws and
regulations relating to the protection of the environment. These laws and
regulations require us to obtain permits. Although we believe that we are in
substantial compliance with all applicable material environmental laws, it is
possible that there are material environmental liabilities of which we are
unaware. If the costs of compliance with the various existing or future
environmental laws and regulations, including any penalties which may be
assessed for failure to obtain the necessary permits, exceed our budgets for
such items, our business could be adversely affected. We may also be required to
expend substantial sums of revenue for damages and cleanup costs due to our
disposal of hazardous waste.

We may be faced with potential liability for injuries resulting from our
products.

     We may be exposed to product liability claims as a result of the sale of
our products. Although we have obtained product liability insurance in the
aggregate amount of $2.0 million ($1.0 million per occurrence), and an umbrella
policy that provides a $10.0 million coverage (per occurrence or aggregate),
there can be no assurance that such insurance will fully cover us against any
claims by our customers. If a successful suit were brought against us,
unavailability or insufficiency of insurance coverage could have a material
adverse effect on our operations. Moreover, any adverse publicity arising from
claims made against us, even if such claims were unsubstantiated and
unsuccessful, could adversely affect our reputation and sales.

Due to expected fluctuations in our quarterly operating results, you should not
rely on the results of any single quarter as being indicative of our future
results.

     Our quarterly operating results are subject to volatility due to such
factors as the commencement, completion or cancellation of large contracts,
progress of ongoing contracts, acquisitions, the timing of start-up expenses for
new offices and changes in the mix of services. Since a large percentage of our
operating costs are relatively fixed, variations in the timing and progress of
large contracts can materially affect quarterly results. Comparisons of our
quarterly financial results are not necessarily meaningful and should not be
relied upon as an indication of future performance. However, fluctuations in
quarterly results could affect the market price of our common stock in a manner
unrelated to our long term operating performance.

If we do not effectively manage our growth in the future, our operations could
be disrupted or our financial condition could be impaired.

     We review many acquisition candidates in the ordinary course of business
and, in addition to acquisitions already made, we are continually evaluating new
acquisition opportunities. Acquisitions involve numerous risks, including among
other things, difficulties and expenses incurred in connection with the
acquisitions and the subsequent assimilation of the operations and services or
products of the acquired companies, the diversion of management's attention from
other business concerns and the potential loss of key employees of the acquired
company. In the event that the operations of an acquired business do not perform
as expected, we may be required to restructure the acquired business or write
off the value of some or all of the assets of the acquired business. Further, to
the extent that any future acquisitions are affected through the issuance of
stock to the shareholders of the acquired company, the interest of our
shareholders prior to the acquisition will be diluted. There can be no assurance
that acquisition candidates will be available on terms and conditions acceptable
to us or, that any past or future acquisition will be successfully integrated
into our operations, or that they will contribute favorably to our results of
operations or financial condition.

If we are unable to successfully develop and market potential new services, our
growth could be adversely affected.

     Another key element of our growth strategy is the successful development
and marketing of new services, which complement or expand our existing business.
If we are unable to develop new services and attract a customer base for those
newly developed services, we will not be able to implement this element of our
growth strategy, and our future business, results of operations and financial
condition could be adversely affected.

The unauthorized use of our proprietary information may have an adverse effect
on our financial condition.

     We utilize various proprietary information in connection with the providing
of our services and the manufacture and sale of our products. We have also
developed processes and formulas with respect to cell and embryo culture media
and reagents and gene expression systems that we believe are proprietary to us.
To protect our proprietary information, we rely on the customary principles of
"work-for-hire" and have entered into non-disclosure agreements with some of our
employees. We are also currently awaiting the approval of a trademark


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application pending before the United States Patent and Trademark Commission
with respect to one of our products. There can be no assurances, however, that
our proprietary information will be adequately protected. If third parties
infringe on our proprietary information, or independently develop the same type
of proprietary information as our own, our financial condition may be adversely
affected.

Defending against claims of intellectual property infringement could be
expensive and could disrupt our business operations.

     We believe that our technology has been independently developed and does
not infringe upon the proprietary rights of others. There can be no assurance,
however, that our technology does not, and will not in the future, infringe upon
the rights of third parties. We may be a party to legal proceedings and claims
relating to the proprietary information of others from time to time in the
ordinary course of our business. We may incur substantial expense in defending
against these third-party infringement claims, regardless of their merit. A
successful claim might subject us to substantial monetary liability and might
require us to modify our products or obtain a license to develop our products.
We may not have sufficient financial or other resources necessary to
successfully defend a patent infringement or other proprietary rights action.
There can be no assurance that if forced to, we could modify our products or
obtain a license to develop our products. Failure to do any of the foregoing
could have a material adverse effect on our operations.

If we are unable to retain the services of several key management and technical
employees, our operations may be adversely affected.

     Our success substantially depends on the performance, contributions and
expertise of our senior management team, led by Thomas Livelli, President and
Chief Executive Officer of Cell & Molecular Technologies, Inc., our subsidiary.
We do not maintain key man life insurance on Mr. Livelli. As of February 15,
2000, we had 5 executive employees and 27 other employees. The departure of Mr.
Livelli, or any key executive could have a material adverse effect on us. Our
performance also depends on our ability to attract and retain qualified
management and professional, scientific and technical operating staff, as well
as our ability to recruit qualified representatives for our contract sales
services. If we are unable to attract and retain qualified personnel, our
business, results of operations or financial condition could be adversely
affected.


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Our charter documents and Delaware law may inhibit a takeover of our company.

     Provisions in our certificate of incorporation and bylaws may have the
effect of delaying or preventing a change of control or changes in our
management that a stockholder might consider favorable. These provisions
include, among others:

o        the right of the board to elect a director to fill a space created by
         the expansion of the board;

o        the ability of the board to alter our bylaws; and

o        the ability of the board to issue series of preferred stock without
         stockholder approval.

We currently do not plan to pay cash dividends on our shares.

     We have never declared or paid any cash dividends on our common stock, nor
do we intend on doing so in the future. The payment of dividends, if any, in the
future is within the discretion of our Board of Directors and will depend upon
our earnings, capital requirements and financial condition as well as other
relevant factors. We currently intend to retain all earnings, if any, to finance
our continued growth and the development of our business.

Our backlog may not be indicative of future results.

     We report backlog based on anticipated net revenue from uncompleted
projects that a customer has authorized. We cannot assure you that the backlog
we have reported will be indicative of our future results. A number of factors
may affect our backlog, including:

o        the variable size and duration of projects (some are performed over
         several years);

o        the loss or delay of projects; and

o        a change in the scope of work during the course of a project.