1368265--3/19/2008--Clean_Energy_Fuels

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{gas, price, oil}

{stock, price, operating}

{stock, price, share}

{customer, product, revenue}

{cost, regulation, environmental}

{acquisition, growth, future}

{tax, income, asset}

{cost, contract, operation}

{interest, director, officer}

{regulation, change, law}

{regulation, government, change}

{personnel, key, retain}

{operation, international, foreign}

{provision, law, control}

{property, intellectual, protect}

{control, financial, internal}

{loan, real, estate}

{debt, indebtedness, cash}

We have a history of losses and may incur additional losses in the future. We will need to raise debt or equity capital to have sufficient cash to fund our 2008 capital expenditure program. Our growth depends in part on environmental regulations and programs mandating the use of cleaner burning fuels, and modification or repeal of these regulations may adversely impact our business. Our growth depends in part on tax and related government incentives for clean burning fuels. A reduction in these incentives would increase the cost of natural gas fuel and vehicles for our customers and could significantly reduce our revenue. The volatility of natural gas prices could adversely impact the adoption of CNG and LNG vehicle fuel and our business. The use of natural gas as a vehicle fuel may not become sufficiently accepted for us to expand our business. The infrastructure to support gasoline and diesel consumption is vastly more developed than the infrastructure for natural gas vehicle fuels. A decline in the demand for vehicular natural gas would reduce our revenue and negatively affect our ability to sustain our revenue growth. If the prices of CNG and LNG do not remain sufficiently below the prices of gasoline and diesel, potential fleet customers will have less incentive to purchase natural gas vehicles or convert their fleets to natural gas, which would decrease demand for CNG and LNG and limit our growth. Automobile and engine manufacturers produce very few originally manufactured natural gas vehicles and engines for the U.S. and Canadian markets, which may restrict our sales. There are a small number of companies that convert vehicles to operate on natural gas, which may restrict our sales. If there are advances in other alternative vehicle fuels or technologies, or if there are improvements in gasoline, diesel or hybrid engines, demand for natural gas vehicles may decline and our business may suffer. Our ability to supply LNG to new and existing customers is restricted by limited production of LNG and by our ability to source LNG without interruption and near our target markets. Two of our third-party LNG suppliers may cancel their supply contracts with us on short notice or increase their LNG prices, which would hinder our ability to meet customer demand and increase our costs. If we are unable to obtain natural gas in the amounts needed on a timely basis or at reasonable prices, we could experience an interruption of CNG or LNG deliveries or increases in CNG or LNG costs, either of which could have an adverse effect on our business. Oil companies and natural gas utilities, which have far greater resources and brand awareness than we have, may expand into the natural gas fuel market, which could harm our business and prospects. We are in the process of constructing a new LNG liquefaction plant, which could cost more to build and operate than we estimate and divert resources and management attention. If we do not have effective futures contracts in place, increases in natural gas prices may cause us to lose money. Our futures contracts may not be as effective as we intend. A decline in the value of our futures contracts may result in margin calls that would adversely impact our liquidity. Boone Pickens cancelled his guarantee of our futures contracts, which will require us to make significantly larger initial margin deposits when we purchase futures contracts. This will adversely affect our cash flows, and we may be unable to secure these contracts on terms that are favorable or affordable to us or at all. If our futures contracts do not qualify for hedge accounting, our net income and stockholders' equity will fluctuate more significantly from quarter to quarter based on fluctuations in the market value of our futures contracts. Natural gas operations entail inherent safety and environmental risks that may result in substantial liability to us. Our business is heavily concentrated in the western United States, particularly in California and Arizona. Economic downturns in these regions could adversely impact our business. We provide financing to fleet customers for natural gas vehicles, which exposes our business to credit risks. Our finance and leasing activities may be unsuccessful due to competitive pressures. We may incur losses and use working capital if we are unable to place with customers the natural gas vehicles that we or our business partners order from manufacturers. We have advanced deposits to a business partner to help fund the conversion of diesel tractors to run on LNG. To the extent any converted tractor is not sold within 24 months of the date of the applicable deposit agreement, we may forfeit the deposit related to such vehicle. If we are unable to attract, retain and motivate our executives and other key personnel, our business would be harmed. We rely on related parties for advice regarding our derivative activities, and this advice may not be available to us in the future. We may have difficulty managing our planned growth. There are many risks associated with conducting operations in international markets. If we are unable to adequately protect our intellectual property, our business could be harmed. We have significant contracts with federal, state and local government entities, which are subject to unique risks. Our business is subject to a variety of governmental regulations that may restrict our business and may result in costs and penalties. The requirements of being a public company, including the costs of complying with Section 404 of the Sarbanes-Oxley Act of 2002, may strain our resources and distract management. Our quarterly results of operations have not been predictable in the past and have fluctuated significantly and may not be predictable and may fluctuate in the future. The price of our common stock may be volatile as a result of market conditions unrelated to our company, and the value of your investment could decline. Sales of outstanding shares of our stock into the market in the future could cause the market price of our stock to drop significantly, even if our business is doing well. If securities analysts stop publishing research or reports about our business, or if they downgrade our stock, the price of our stock could decline. A majority of our stock is beneficially owned by a single stockholder whose interests may differ from yours and who will be able to exert significant influence over our corporate decisions, including a change of control. Provisions in our certificate of incorporation and bylaws and Delaware law may discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our stock.

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1368265--3/19/2008--Clean_Energy_Fuels_Corp.