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0 <br />p~~TO~~Ba~~~ <br />'~ one Atlantic Center <br />•~ 124t West Peachtree Street <br />Atlanta, GA 343093424 <br />444.881 7000 <br />Fax444.881 7777 <br />www.aiston.com <br />David 1VL Meezan Direct Dial: 904881-934G T?rmail: david.meezan®alsto~n.com <br />May 22, 2008 <br />VIA: ELECTRONIC MAIL <br />Mr. Louis watts <br />Olver Incorporated <br />8720 Red Oak Boulevard, Suite SOS <br />Charlotte, North Carolina 28217 <br />Dear Louis: <br />We are pleased that Olver Incorporated ("Olver") and Orange County, North <br />Carolina ("Orange County") have chosen Alston & Bird LLI' as their legal counsel. The <br />j purpose of this letter is to confirm the terms of our engagement, We understand that the <br />! ~ scope and nature of our engagement is to assist Olver and Orange County with the <br />'~ documentation and negotiation of the sale of landfill gas from the Orange County <br />..; Landfill to The University of North Carolina at Chapel Hill (the "University"). I will be <br />~ the lawyer ultimately responsible to Olver'and Orange County. My associate, Timothy <br />,~ ~ Wang, will assist me and will handle much of the drafting responsibilities and day-to-day <br />administration of this matter. <br />i The attorney-client privilege is an important subject that we raise with our clients <br />at the outset of a new representation. As a matter of professional responsibility, we are <br />required to presexve the confidences of our clients. This professional obligation and the <br />'3 legal privilege accorded attorney-client commuunication exists to encourage candid and <br />complete communication between clzent and attorney. The attorney-client privilege .can <br />be Lost if our written or oral comtitunications are shared inappropriately with others, <br />including, under certain circumstances, other employees or representatives of Olver and <br />Orange County. We should discuss in advance any intention of yours.to.include others in <br />. our confidential relationship. <br />'Throughout the period of this engagement, we'will send monthly statements far <br />our legal services rendered in the previous month, which statements are due upon receipt. <br />Each statement will contain a summary description of legal services for the period <br />covered by the statement. For this matter, we have agreed to charge our legal fees at a <br />blended hourly rate of $400 for the attorneys who will be working on this matter. <br />Aside from legal fees, the statements will include charges for related expenses <br />and services, such as photocopying, computerized research, .travel, long distance <br />Atlanta • Charlotte • Dallas • New York • Research Triangle • Washi»gton, D.C. <br />