1. No material adverse effect on the client (i.e., no harm, no foul).
2. Client insists upon a course of action that is repugnant, imprudent, or with which lawyer has fundamental disagreement.
3. Client does not pay after reasonable warning that the lawyer will withdraw.
4. The representation imposes an unreasonable financial burden on the lawyer, or is rendered unreasonably difficult by the client.
5. any good cause