We are ok with the representation



	"Fergus, Gary S." <GFergus@brobeck.com>
	03/07/2001 12:31 PM
		 
		 To: "Richard B. Sanders Esq. (E-mail)" <richard.b.sanders@enron.com>
		 cc: 
		 Subject: Request for Conflict Waiver


One of my partners has asked me to seek a conflict waiver so that we may
represent Clean Air Partners in a transaction opposite of Enron Corp.  We
would be preparing transaction documents for the private placement such as
Series A Stock Purchase Agreement, The Investors' Rights Agreement, Amended
and Restated Articles of Incorporation, Voting Agreement, Co-Sale, Drag
Along and Rights of First Refusal Agreement etc.  As a condition of this
waiver, Clean Air Partners understands and agrees  that under no
circumstances can Brobeck's representation of Clean Air Partners result in a
conflict of interest for Brobeck in its representation of Enron.  The
individuals at Enron that are involved in this potential transaction are:
Charlie Vetters and
Kyle Kettler.

Will Enron grant a waiver for the firm to represent Clean Air Partners as
described above?

Thanks
Gary

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