DISTRIBUTION AGREEMENT



	THIS AGREEMENT is made and entered into as of the Effective Date

(as defined in subsection 12(d) hereof) by and between Thermo

Environmental Instruments Inc., a California corporation having an

office and place of business at 27 Forge Parkway, Franklin,

Massachusetts 02038 (hereinafter referred to as "Manufacturer"), and

ADA-ES, Inc., a Colorado corporation having an office and place of

business at 8100 SouthPark Way, B, Littleton, Colorado 80120

(hereinafter referred to as "Distributor").





WITNESSETH



	WHEREAS, in connection with the development of a continuous

emission monitoring system for monitoring mercury as set forth in the

Development and Field Evaluation Agreement of even date hereof,

Manufacturer will make and sell products for continuous monitoring of

emissions of mercury, and components thereof, as set forth in Exhibit A

(hereinafter referred to as "Products"), such Exhibit A attached to and

forming an integral part of this Agreement, and which may be amended

from time to time by Manufacturer in its sole discretion;



 	WHEREAS, Distributor makes and sells systems for removing mercury

from flue gas streams (hereinafter referred to as Flue Gas Mercury

Control Technology or "FGMCT"); and



  	WHEREAS, the parties desire that Distributor purchase Products

from Manufacturer for resale with, and/or to purchasers of, FGMCT;



 	NOW, THEREFORE, in consideration of the premises and the mutual

covenants and conditions herein contained, and intending to be legally

bound hereby, the parties mutually agree as follows:



1.	Appointment and Territory.



	(a)	Manufacturer hereby appoints Distributor on a non-exclusive

basis as a distributor of the Products.  Distributor shall use its

reasonable commercial efforts to promote and sell the Products to the

maximum number of coal-fired utilities investing in FGMCT for mercury

removal in North America (the "Territory").



 	(b) 	Distributor shall sell Products only in conjunction with

its FGMCT and only for delivery to and use in the Territory.  For

avoidance of doubt, the parties agree that the preceding sentence means

that "stand-alone" sales of Products by Distributor are prohibited.



	(c)	Distributor acknowledges and agrees that Manufacturer

retains the right to directly or indirectly sell Products to third

parties, including within the Territory.  Manufacturer shall, however,

use reasonable commercial efforts not to interfere with or prejudice

Distributor's efforts to sell Products in the Territory as provided in

this Agreement.





	(d)	Distributor shall not solicit or accept orders for Products

from any prospective purchaser with a principal place of business

located outside the Territory, or for delivery and/or use outside the

Territory.  If Distributor receives any such order or inquiry for

Products from a prospective purchaser, Distributor shall immediately

refer that order or inquiry to Manufacturer.  Distributor shall not

deliver or tender (or cause to be delivered or tendered) any Product

outside of the Territory, or to a purchaser if Distributor knows or has

reason to believe that such purchaser intends to remove that Product

from the Territory.



2.	Prices and Payment.



	(a)	Distributor shall order Products from Manufacturer by

submitting a written purchase order identifying the Products ordered,

requested delivery date(s) and any other information required to enable

Manufacturer to fill the order.  All orders for Products are subject to

acceptance by Manufacturer's Director of Customer Service at

Manufacturer's office at 27 Forge Parkway, Franklin, Massachusetts.

Manufacturer shall have no liability to Distributor with respect to

purchase orders which are not accepted; provided, however, that

Manufacturer will not unreasonably reject any purchase order for

Products which does not require any modifications or additions in order

to meet the specifications of Distributor or its customers.

Manufacturer may reject, in its sole discretion, any order for

customized products.



(b)	The prices for Products covered by a purchase order

accepted in accordance with subsection 2(a) above shall be those in

Manufacturer's published price list less a discount of twenty-five

percent (25.0 %).  Manufacturer's net distributor prices are F.O.B.

Manufacturer's plant in Franklin, Massachusetts. The above discount

structure is based on minimum purchases by Distributor of ten (10)

Products per year commencing on the date of Distributor's first

purchase of a Product; if Distributor purchases less than such minimum

quantity during any year, then at the written request of Manufacturer

made within three (3) months following the end of such year, the

discount structure will be renegotiated.



Manufacturer may from time to time change the prices set forth in its

published price list, such change being effective immediately upon

Distributor's receipt of notice thereof; provided, however, that no

price change shall affect purchase orders submitted by Distributor and

accepted by Manufacturer prior to the date such price change becomes

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