Information provided by the Company from time to time may contain 
"forward-looking statements" as defined by the Private Securities Litigation 
Reform Act of 1995. Such forward-looking statements are subject to risks and 
uncertainties including, but not limited to, those discussed below, which could 
cause actual results to differ materially from those projected in the 
forward-looking statement.

1. The Company's business is labor intensive and, accordingly, is affected by
the availability of qualified personnel and the cost of labor. Contraction of
the labor market in the various regions of the United States where the Company
has its principal operations may increase the Company's direct costs through
higher wages and increased amounts of unbilled overtime. In addition, while the
Company's customer agreements typically adjust the billing rate based on changes
in any law, ruling or collective bargaining agreement causing change in wage
rates or other costs, competitive pricing conditions in the industry may
constrain the Company's ability to adjust its billing rates to reflect such
increased costs.

2. The Company has a significant amount of debt compared to stockholders' 
equity. The degree to which the Company is leveraged could have important 
consequences to the Company's operations, including (i) the Company's ability to
obtain additional financing in the future for working capital, capital 
expenditures, acquisitions, general corporate purposes or other purposes may be 
limited; (ii) a significant portion of the Company's cash flow from operations 
must be dedicated to the payment of principal and interest on its indebtedness, 
thereby reducing the funds available to the Company for its operations; (iii) 
certain of the Company's borrowings are and will continue to be at variable 
rates of interest, which could result in higher interest expenses in the event
of increases in interest rates; (iv) such indebtedness contains and will contain
financial and restrictive covenants, the failure to comply with which may result
in an event of default which, if not cured or waived, could have a material
adverse effect on the Company.

3. The Company continues to remain responsible for certain liabilities of 
businesses which the Company discontinued or disposed of in prior years, 
consisting primarily of environmental liabilities and indemnity obligations 
under contracts for sale of businesses. Although the Company believes that any 
liabilities remaining with respect to discontinued operations (including any 
potential environmental liabilities) will not have a material adverse effect on 
its financial position or operating results, no assurance can be given as to the
ultimate outcome with respect to such liabilities.

4. Due to the nature of the Company's security services business, its operations
are subject to a variety of federal, state, county and municipal laws, 
regulations and licensing requirements. Changes in such laws, regulations and 
licensing requirements may constrain the Company's ability to provide services 
to customers or increase the costs of such services. Competitive pricing 
conditions in the industry may constrain the

 
Company's ability to adjust its billing rates to reflect such increased costs.

5. The nature of the Company's services potentially exposes it to greater risks 
of liability for employee acts, injuries (including workers' compensation 
claims) or omissions than may be posed by other service businesses. In addition 
to self-insurance reserves, the Company carries insurance of various types, 
including general liability coverage. The Company obtains such insurance at 
rates and upon terms negotiated periodically with various underwriters. The loss
experience of the Company and, to some extent, other protective services 
companies affects premium rates charged to the Company. Any significant increase
in the rates charged to the Company could have an adverse effect on the 
Company's operating results.

6. Historically, the Company has grown through acquisitions. Recently, cost 
pressures facing the Company and the entire protective services industry and 
expectations on pricing of acquisitions have made acquisitions less attractive 
to the Company. While the Company will continue to pursue acquisitions when 
attractive opportunities arise, there can be no assurance that the Company will 
complete acquisitions at favorable prices.

7. The protective services industry generally is highly fragmented and very 
competitive. Certain of the Company's business units compete in a business 
environment with low barriers to entry, while other business units compete in a 
business environment characterized by relatively high capital investment due to 
the equipment and technology required. Consequently, the Company's business is 
subject to additional competition and the introduction of new technology or 
enhancements to existing technology. Some of the Company's competitors are 
materially larger than the Company and have access to additional capital than 
does the Company. Given the Company's high degree of leverage and the 
restrictions on capital spending contained in its credit facilities, there can 
be no assurance that the Company will be able to maintain levels of spending 
required to provide customers with advanced technological equipment.

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