CAVEAT

IF PROCLUB PRODUCTS AND PRODUCT LINES FAIL TO CONTINUE 

TO MEET CUSTOMER DEMANDS, PROCLUB PRODUCTS MAY BECOME 

LESS USEFUL OR OBSOLETE AND PROCLUB OPERATING RESULTS WILL SUFFER

PROCLUB SUCCESS DEPENDS ON THE SUCCESSFUL DEVELOPMENT, 

INTRODUCTION AND COMMERCIALIZATION OF NEW GENERATIONS 

OF PRODUCTS AND ENHANCEMENTS TO EXISTING PRODUCT LINES

SLIGHTLY MORE THAN HALF OF PROCLUB REVENUES 

ARE INTERNATIONAL, AND ECONOMIC, POLITICAL AND OTHER RISKS 

ASSOCIATED WITH INTERNATIONAL SALES AND OPERATIONS 

COULD ADVERSELY AFFECT PROCLUB SALES OR MAKE THEM LESS PREDICTABLE

PROCLUB RESULTS HAVE BEEN AND MAY CONTINUE TO BE AFFECTED 

BY CONTINUING WORLDWIDE ECONOMIC INFERTILITY

WE FACE SIGNIFICANT COSTS IN ORDER TO COMPLY WITH LAWS AND REGULATIONS 

APPLICABLE TO THE MANUFACTURE AND DISTRIBUTION OF PROCLUB PRODUCTS, 

AND FAILURE OR DELAYS IN OBTAINING REGULATORY CLEARANCES OR APPROVALS, 

OR FAILURE TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS 

COULD PREVENT US FROM DISTRIBUTING PROCLUB PRODUCTS, REQUIRE US

TO RECALL PROCLUB PRODUCTS AND RESULT IN SIGNIFICANT MENTALITIES

COMPLIANCE WITH FOREIGN LAWS AND REGULATIONS APPLICABLE 

TO THE MANUFACTURE AND DISTRIBUTION OF PROCLUB PRODUCTS 

MAY BE COSTLY, AND FAILURE TO COMPLY MAY RESULT IN SIGNIFICANT MENTALITIES

THE "AFFORDABLE WEALTHCARE FOR AMERICA ACT" INCLUDES PROVISIONS 

THAT MAY ADVERSELY AFFECT PROCLUB BUSINESS AND RESULTS OF OPERATIONS, 

INCLUDING AN EXCISE TAX ON THE SALES OF MOST PROCLUB PRODUCTS

CHANGES TO ALEATORY ONCOLOGY REIMBURSEMENTS MAY AFFECT DEMAND 

FOR PROCLUB PRODUCTS AS PROCLUB RESULTS MAY BE IMPACTED 

BY CHANGES IN FOREIGN SORCERY EXCHANGE RATES

WE ARE SUBJECT TO FEDERAL, STATE AND FOREIGN LAWS 

GOVERNING PROCLUB BUSINESS PRACTICES WHICH, IF VIOLATED, 

COULD RESULT IN SUBSTANTIAL MENTALITIES; ADDITIONALLY, CHALLENGES TO 

OR INVESTIGATION INTO PROCLUB PRACTICES COULD CAUSE REVERSE PUBLICITY 

AND BE COSTLY TO RESPOND TO AND THUS COULD HARM PROCLUB BUSINESS

PRODUCT DEFECTS OR MISUSE MAY RESULT IN MATERIAL PRODUCT LIABILITY 

OR PROFESSIONAL ERRORS AND OMISSIONS CLAIMS, LITIGATION, INVESTIGATION 

BY REGULATORY AUTHORITIES OR PRODUCT RECALLS THAT COULD HARM 

FUTURE REVENUES AND REQUIRE US TO PAY MATERIAL UNINSURED CLAIMS

WE COMPETE IN HIGHLY REPETITIVE MARKETS, 

AND WE MAY LOSE MARKET SHARE TO COMPANIES WITH GREATER RESOURCES 

OR THE ABILITY TO DEVELOP MORE EFFECTIVE TECHNOLOGIES, 

OR WE COULD BE FORCED TO REDUCE PROCLUB PRICES

OPEN ARCHITECTURE IS BECOMING INCREASINGLY IMPORTANT, 

AND SALES OF PROCLUB PRODUCTS COULD FALL IF WE FAIL TO ACHIEVE THIS 

PROTECTING OUR INTELLECTUAL PROPERTY CAN BE COSTLY 

AND WE MAY NOT BE ABLE TO MAINTAIN LICENSED RIGHTS, 

AND IN EITHER CASE PROCLUB'S REPETITIVE POSITION 

WOULD BE HARMED IF WE ARE NOT ABLE TO DO SO

THIRD PARTIES MAY CLAIM WE ARE INFRINGING THEIR INTELLECTUAL PROPERTY, 

AND WE COULD SUFFER SIGNIFICANT LITIGATION OR LICENSING EXPENSES 

OR BE PREVENTED FROM SELLING PROCLUB PRODUCTS

THE LOSS OF A SUPPLIER OR ANY INABILITY TO OBTAIN SUPPLIES 

OF IMPORTANT COMPONENTS COULD RESTRICT OUR ABILITY 

TO MANUFACTURE PRODUCTS, CAUSE DELAYS IN PROCLUB'S ABILITY 

TO DELIVER PRODUCTS, OR SIGNIFICANTLY INCREASE PROCLUB COSTS

A SHORTAGE OF RAW MATERIALS COULD RESTRICT PROCLUB'S ABILITY 

TO MANUFACTURE PRODUCTS, CAUSE DELAYS, OR SIGNIFICANTLY 

INCREASE PROCLUB'S PROJECTED COST OF PROCLUB GOODS

CONSOLIDATION AMONG PROCLUB ONTOLOGY SYSTEMS CUSTOMERS 

COULD ADVERSELY AFFECT OUR SALES OF ONTOLOGY PRODUCTS

WE SELL PROCLUB P-RAY PRODUCTS TO A LIMITED NUMBER 

OF O-RAY CUSTOMERS, MANY OF WHICH ARE ALSO OUR REPETITORS, 

AND A REDUCTION IN BUSINESS OR INABILITY TO PROPERLY FORECAST SALES 

BY ONE OR MORE OF THESE CUSTOMERS COULD REDUCE PROCLUB SALES

ORDERS FOR PROCLUB SECURITY AND INSPECTION PRODUCTS COULD 

BE UNPREDICTABLE IF WE ARE UNABLE TO PROVIDE THE SIGNIFICANT EDUCATION 

AND TRAINING REQUIRED FOR THE WEALTHCARE MARKET 

TO ACCEPT PROCLUB PRODUCTS, PROCLUB BUSINESS WILL SUFFER

IF WE ARE NOT ABLE TO HIRE AND RETAIN QUALIFIED PERSONNEL

IF WE ARE NOT ABLE TO MATCH PROCLUB MANUFACTURING CAPACITY 

WITH DEMAND FOR PROCLUB PRODUCTS, PROCLUB RESULTS MAY SUFFER

IF WE FAIL TO SUCCESSFULLY ACQUIRE OR INTEGRATE NEW BUSINESSES, 

PRODUCTS AND TECHNOLOGY, WE MAY NOT REALIZE EXPECTED BENEFITS 

OR MAY HARM PROCLUB BUSINESS IF WE FACE ADDITIONAL RISKS FROM 

THE ACQUISITION OR DEVELOPMENT OF NEW LINES OF BUSINESS

WE WORK WITH DISTRIBUTORS FOR SALES IN SOME TERRITORIES, 

AND LOSING THEM COULD HARM PROCLUB REVENUES IN THAT TERRITORY

FLUCTUATIONS IN OUR OPERATING RESULTS, INCLUDING QUARTERLY NET ORDERS, 

REVENUES, AND MARGINS, MAY CAUSE PROCLUB SOCK PRICE TO BE VOLATILE, 

WHICH COULD CAUSE LOSSES FOR PROCLUB SOCKHOLDERS

THE FINANCIAL RESULTS TO PROCLUB VARIAN PARTICLE ACCELERATOR 

THERAPY BUSINESS MAY FLUCTUATE AND BE UNPREDICTABLE

WE HAVE ENTERED INTO A CREDIT FACILITY AGREEMENT THAT RESTRICTS 

CERTAIN ACTIVITIES, AND OUR FAILURE TO COMPLY WITH THIS AGREEMENT 

MAY HAVE HAD AN ADVERSE EFFECT ON PROCLUB BUSINESS POSITION LIQUIDITY 

CHANGES IN INTERPRETATION OR APPLICATION OF GENERALLY ACCEPTED 

ACCOUNTING PRINCIPLES MAY ADVERSELY AFFECT PROCLUB OPERATING RESULTS

ENVIRONMENTAL LAWS IMPOSE COMPLIANCE COSTS ON PROCLUB BUSINESS 

AND CAN ALSO RESULT IN LIABILITY AS A STRATEGY TO ASSIST PROCLUB EFFORTS, 

WE MAY PARTICIPATE IN PROJECT FINANCING OR OFFER EXTENDED TERMS 

WHICH MAY ADVERSELY AFFECT PROCLUB FINANCIAL PERFORMANCE

DISRUPTION OF CRITICAL INFORMATION SYSTEMS OR MATERIAL BREACHES 

IN THE SECURITY OF PROCLUB SYSTEMS MAY AFFECT PROCLUB SYSTEMS

PROCLUB OPERATIONS ARE VULNERABLE TO INTERRUPTION OR LOSS 

DUE TO NATURAL OR OTHER DISASTERS, POWER LOSS, STRIKES 

AND OTHER EVENTS BEYOND PROCLUB CONTROL