EXHIBIT 10.21

we energies        PURCHASE ORDER            PO NUMBER 4500589101
                                             PO DATE 10/28/2003

Seller Number:1029409

Seller:                                     SEND INVOICE TO:
ADA ENVIRONMENTAL SOLUTIONS                 We Energies
ATTN: RONDA ZIVALlCH, CONF COORD            Attention: J. Drysdale
8100 SOUTHPARK WAY, UNIT B-2                Presque Isle Power Plant
LITTLETON, CO 80120                         2701 Lakeshore Blvd. N.
                                            Marquette, MI 49855


TERMS OF PAYMENT
INVOICE: Pay immediately' On Time
FREIGHT: Not Applicable

Attention: C. Jean Bustard & Richard Schlager

Price: Would like to reference ADA's proposal here

This item is exempt from Michigan Sales/Use Tax because it will be used or
consumed in industrial processing. Michigan license# U39-0476280

Reference attached DOE Subcontract Flow Down Provisions
Reference ADA-ES Attachment A - Statement of Project Objectives
Reference We Energies Outline Agreement 4700000838
Reference Contractor Safety/Health & Performance Program
Reference Presque Isle Safety & Health Rules

Please Send Invoice To:
We Energies
Attention: J. Drysdale
Presque Isle Power Plant
2701 Lakeshore Blvd North
Marquette, MI 49855

DOCUMENT EXECUTION
-------------------
Contractor, by acceptance of this contract, agrees to execute & apply the
terms & conditions of this document to authorize work against this order
both contractor & the company agree this contract award or purchase order &
revisions thereto signed by the company's authorized representative shall
form the basis for contract & authority for contractor to proceed with this
work. It is understood that contractor agrees to all provisions set forth in
this contract award & any revisions thereto unless written exception is
received within 10 calendar days of contract award & revision date.

No payments will be made until document execution has been signed &
returned.

  /s/ Richard J. Schlager
---------------------------------------
(Signature of Authorized Representative)

	Vice President                            3/18/04
-------------------------              --------------------
	(Title)                            (Date Signed)

* ANY QUESTIONS: Contact J. Drysdale 906 226-5781 / 906 226-5760 (FAX) E-
Mail: jim.drysdale@we-energies.com

---------------------------------------------------------------------------
ITEM	QUANTITY	UN	MATERIAL NUMBER	UNIT PRICE
							CURRENCY: USD
                         DESCRIPTION
---------------------------------------------------------------------------
10	2,257,494	$				1.00

                  RELEASE TO CONTRACT 4700000838  Item 00010

PROVIDE ENGINEERING CONSULTING SERVICES PER PROPOSAL PREPARED UNDER DOE
SOLICITATION DE-PS26-02NT41428 "TOXECON RETROFIT FOR MERCURY & MULTI-
PULLUTANT CONTROL ON THREE 90 MW COAL-FIRED BOILERS", DATED AUGUST 1, 2002
FOR UNIT 7-9 AT PRESQUE ISLE POWER PLANT IN MARQUETTE, MICHIGAN. ADA-ES WILL
PROVIDE SUPPORT FOR ALL THE LISTED TASKS OF ATTACHMENT A-STATEMENT OF
PROJECT OBJECTIVES & WILL HAVE PRIMARY RESPONSIBLILITY FOR THOSE TASKS WHERE
SHOWN IN "PARENTHESIS".

THIS IS COST PLUS NO FEE PROJECT, COSTS OF THIS WORK NOT TO EXCEED
$10,303,385 WHICH WILL BE COMPENSATED BY WE ENERGIES. WE ENERGIES
WILL BE REIMBURSED 50% BY DOE AS PART OF THE DOE COOPERATIVE AGREEMENT. NO
INVOICES WILL BE PAID UNTIL DOE APPROVES THE INVOICES & WE ENERGIES RECEIVES
THE 50% COMPENSATION. THIS PURCHASE ORDER IS CONTINGENT UPON SIGNING OF
COOPERATIVE AGREEMENT FOR THE DOE SOLICITATION DE-PS26-02NT341428 BETWEEN
THE DOE & WE ENERGIES.

BUDGET PERIOD 1:   $2,257,494
BUDGET PERIOD 2:   $8,045,891

NOTE: ONLY BUDGET PERIOD 1 AMOUNT IS APPROVED AT THIS TIME. BUDGET PERIOD 2
AMOUNT IS "PENDING APPROVAL OF THE CONTINUATION APPLICATION FOR CONTINUANCE
INTO BUDGET PERIOD 2" BY THE DEPARTMENT OF ENERGY (DOE). THE PURCHASE ORDER
AMOUNT WILL BE INCREASED TO INCLUDE BUDGET PERIOD 2 ONLY AFTER APPROVAL BY
DOE.

THE NOT TO EXCEED $10,303,385 AMOUNT WILL BE ADJUSTED DOWNWARD BY
AMOUNTS OF PREVIOUS P.O.'S
4500567104 DATED 7/29/2003
4500580654 DATED 9/23/2003

REFERENCE ATTACHED FINAL VERSION 41766: 4600.1.DOC // C_A.DOC //
STATEMENT OF PROJECT OBJECTIVES. WHEN DIFFERENCES ARISE THE CA & STATEMENT
OF WORK FROM THE DEPARTMENT OF ENERGY (DOE) ARE THE PRIMARY DOCUMENTS.

PLANT CONTACT: DICK JOHNSON 414-315-1356 ID# EC0148 &/OR PAUL
	SARTORELLI 906-226-5816 ID# W38319 W/O# 9091866 REQ# 10224456

REQUIRED DELIVERY DATE 12/31/2007

Total net value excluding tax	                       $2,257,494.00

===================================================================

/s/ Jim Drysdale
-------------------------
Buyer:  J. Drysdale


"BUYER" SHALL BE WISCONSIN ELECTRIC POWER COMPANY AND/OR WISCONSIN GAS
COMPANY BY WISCONSIN ELECTRIC POWER COMPANY, AGENT. BUYER WILL SUBMIT THE
APPROPRIATE SALES/USE TAX FOR THIS PURCHASE DIRECTLY TO THE WISCONSIN
DEPARTMENT OF REVENUE UNDER DIRECT PAY NUMBER WDP 96-01-01022. THE USE OF
THIS DIRECT PAY PERMIT APPLIES TO THIS PURCHASE ONLY.

--------------------------------------------------------------------------
SUBCONTRACT FLOW DOWN PROVISIONS

Provider agrees to comply with the following provisions from the DOE
Cooperative Agreement and DOE Financial Assistance Regulations and flow such
provisions down to lower tier subcontractors as applicable:

From the Cooperative Agreement

Art.   	Title							Level

2.25	Safety & Health and Environmental Protection 	First-tier

2.26	Permits & Licenses					First-tier

2.32	Record Retention, Access and Disclosure		Negotiated Contracts
                                                       >  $100,000

3.6	Rights in Data General				        All Tiers
(where data is developed)

3.11 	Additional Data Requirements			        All Tiers
(except basic or applied research performed solely by a college or
university)

3.12	Authorization and Consent				All Tiers > $100,000

3.13	Notice and Assistance 				      All Tiers > $100,000

3.15 	Patent Rights - Acquisition By The Government	All Tiers - R&D
or Patent Rights - Retention by the Contractor	(Based on Subcontractor Type)

4.11	Guidelines for Organization of Technical Reports	All Tiers
 (where subcontractor reporting is required)

4.20	Journal, Articles, Conference Papers			All Tiers
(where subcontractor will publish project information)


From Appendix A to 10 CFR 600 Subpart B

1. Equal Employment Opportunity--All contracts shall contain a provision
requiring compliance with E.O. 11246, "Equal Employment Opportunity," as
amended by E.O. 11375, "Amending Executive Order 11246 Relating to Equal
Employment Opportunity," and as supplemented by regulations at 41 CFR part
60, "Office of Federal Contract Compliance Programs, Equal Employment
Opportunity, Department of Labor."

2. Copeland "Anti-Kickback" Act (18 U.S.C. 874 and 40 U.S.C. 276c)--All
contracts and subawards in excess of $2000 for construction or repair
awarded by recipients and subrecipients shall include a provision for
compliance with the Copeland "Anti-Kickback" Act (18 U.S.C. 874), as
supplemented by Department of Labor regulations (29 CFR part 3,
"Contractors and Subcontractors on Public Building or Public Work Financed
in Whole or in part by Loans or Grants from the United States"). The Act
provides that each contractor or subrecipient shall be prohibited from
inducing, by any means, any person employed in the construction, completion,
or repair of public work, to give up any part of the compensation to which
he is otherwise entitled. The recipient shall report all suspected or
reported violations to the Federal awarding agency.

3. Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333)--Where
applicable, all contracts awarded by recipients in excess of $100,000 for
construction and other purposes that involve the employment of mechanics or
laborers shall include a provision for compliance with sections 102 and 107
of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-333), as
supplemented by Department of Labor regulations (29 CFR part 5). Under
section 102 of the Act, each contractor shall be required to compute the
wages of every mechanic and laborer on the basis of a standard work week of
40 hours. Work in excess of the standard work week is permissible provided
that the worker is compensated at a rate of not less than 1\1/ 2\times the
basic rate of pay for all hours worked in excess of 40 hours in the work
week. Section 107 of the Act is applicable to construction work and provides
that no laborer or mechanic shall be required to work in surroundings or
under working conditions which are unsanitary, hazardous or dangerous. These
requirements do not apply to the purchases of supplies or materials or
articles ordinarily available on the open market, or contracts for
transportation or transmission of intelligence.

4. Rights to Inventions Made Under a Contract or Agreement-- Contracts or
agreements for the performance of experimental, developmental, or research
work shall provide for the rights of the Federal Government and the
recipient in any resulting invention in accordance with 10 CFR 600.325 and
Appendix A - Patent and Data Rights to Subpart D Part 600.

5. Clean Air Act (42 U.S.C. 7401 et seq.) and the Federal Water Pollution
Control Act (33 U.S.C. 1251 et seq.), as amended--Contracts and subawards of
amounts in excess of $100,000 shall contain a provision that requires the
recipient to agree to comply with all applicable standards, orders or
regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401 et seq.)
and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251 et
seq.). Violations shall be reported to the Federal awarding agency and the
Regional Office of the Environmental Protection Agency (EPA).

6. Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)-- Contractors who apply or
bid for an award of $100,000 or more shall file the required certification.
Each tier certifies to the tier above that it will not and has not used
Federal appropriated funds to pay any person or organization for influencing
or attempting to influence an officer or employee of any agency, a member of
Congress, officer or employee of Congress, or an employee of a member of
Congress in connection with obtaining any Federal contract, grant or any
other award covered by 31 U.S.C. 1352. Each tier shall also disclose any
lobbying with non-Federal funds that takes place in connection with
obtaining any Federal award. Such disclosures are forwarded from tier to
tier up to the recipient.

7. Debarment and Suspension (E.O.s 12549 and 12689)-- Contract awards that
exceed the small purchase threshold and certain other contract awards shall
not be made to parties listed on the nonprocurement portion of the General
Services Administration's List of  parties Excluded from Federal Procurement
or Nonprocurement Programs in accordance with E.O.s 12549 (3 CFR 1986 Comp.,
p. 189) and 12689 (3 CFR, 1989 Comp., p.235), "Debarment and Suspension."
This list contains the names of parties debarred, suspended, or otherwise
excluded by agencies, and contractors declared ineligible under statutory or
regulatory authority other than E.O. 12549. Contractors with awards that
exceed the small purchase threshold shall provide the required certification
regarding its exclusion status and that of its principals.

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CONTRACTOR'S PROPOSAL
ATTACHMENT A
STATEMENT OF PROJECT OBJECTIVES

Attachment A - Statement of Project Objectives

The primary goal of this project is to reduce mercury emissions from three
90 MW units at the We Energies Presque Isle Power Plant.  Additional goals
are to reduce nitrogen oxide (NOx), sulfur dioxide (SO2), and particulate
matter (PM) emissions, allow for reuse and sale of fly ash, develop and
demonstrate a reliable mercury continuous emission monitor (CEM) suitable
for use in the power plant environment, and demonstrate a process to recover
mercury captured in the sorbent.  To achieve these goals, We Energies (the
Participant) will design, install, and operate a TOXECONTM (TOXECON) system
designed to clean the combined flue gases of units 7, 8, and 9 at the
Presque Isle Plant.

TOXECON is a patented process in which a fabric filter system (baghouse)
installed down stream of an existing particle control device is used in
conjunction with sorbent injection for removal of pollutants from combustion
flue gas.  The flue gas emissions will be controlled from the three units
using a single baghouse.  Mercury will be controlled by injection of
activated carbon or other novel sorbents, while NOx and SO2 will be
controlled by injection of sodium based or other novel sorbents.  Addition
of the TOXECON baghouse will provide enhanced PM control.  Sorbents will be
injected downstream of the existing particle collection device to allow for
sale and reuse of captured fly ash, uncontaminated by activated carbon or
sodium sorbents.

Methods for sorbent regeneration, i.e. mercury recovery from the sorbent,
will be explored and evaluated.  Components available for use will be
evaluated and the best available will be integrated into a mercury CEM
suitable for use in the power plant environment.  This demonstration will
provide for the use of a novel multi-pollutant control system to reduce
emissions of mercury and other air pollutants, while minimizing waste, from
a coal-fired power generation system.

A.  Project Objectives

The specific objectives of this project are to demonstrate the operation of
the TOXECON multi-pollutant control system and achieve:

*	90% mercury removal from flue gas through activated carbon injection,
*	evaluate the potential for 70% SO2 control and trim control of NOx
from flue gas through sodium-based or other novel sorbent injection,
*	reduced PM emission through collection by the TOXECON baghouse,
*	recovery of 90% of the mercury captured in the sorbent,
*	100% of fly ash collected in the existing electrostatic precipitator
 available for utilization,
*	demonstration of a reliable, accurate mercury CEM suitable for use
in the power plant environment,
*	successful system integration and optimization of TOXECON operation
for mercury and multi-pollutant control.

The participant will design and construct a TOXECON multi-pollutant control
system as a retrofit to three 90 MW coal-fired boilers at the Presque Isle
Power Plant.  The objectives will be achieved through injection of various
sorbents into the flue gas stream to capture mercury, SO2, NOx, and other air
toxics as appropriate.  Efforts will be focused on development and
demonstration of two ancillary technologies, a mercury continuous emission
monitor and a method of regenerating the activated carbon sorbent, for reuse
in the system rather than disposal.  The demonstration project will provide
the utility industry a benchmark for cost and performance of a commercial
scale mercury control systems for application on coal-fired power generation
systems.

B.	Scope of Project

The TOXECON Retrofit for Mercury and Multi-Pollutant Control on Three 90 MW
Coal-Fired Boilers Project will be completed in two Budget Periods.  These
two Budget Periods are:

Budget Period 1: Project Definition, Design& Engineering, Prototype
Development, Major Equipment Procurement, and Foundation Installation.

Budget Period 2: CEM Demonstration, TOXECON Erection, TOXECON Operation, and
Carbon Ash Management Demonstration

As indicated by the title, Budget Period 1 will initiate the project with
project definition activities including NEPA, followed by design, which
includes specification and procurement of long lead-time major equipment,
and installation of foundations.  In addition, prototype development for
mercury CEM and sorbent regeneration processes will be conducted.

Following in Budget Period 2, the TOXECON system will be constructed and
operated.  Operation will include optimization for mercury control,
parametric testing for SO2 and NOx control, and long term testing for SO2 and
NOx control.  The mercury CEM and sorbent regeneration processes will be
demonstrated in conjunction with the TOXECON system operation.


C.  Tasks to be Performed (The Participant will work directly with the
company identified in the parentheses)

Budget Period I: Project Definition, Design& Engineering, Prototype
Development, Major Equipment Procurement, Foundation Installation, and
Management & Reporting.

Task 1 - Design Review Meeting (ADA-ES)

The project team will hold a kickoff, design review meeting including the
participant, the DOE Contracting Officer's Representative (COR), major
subcontractors, and other project team members as appropriate to discuss the
project, system hardware components, costs, and schedules.  This meeting
will take place within sixty days after award with the primary purpose of
providing a status of the ongoing work, specifying system requirements and
planning future project activities.

Task 2 - Project Management Plan (ADA-ES)

An updated Project Management Plan will be prepared as a deliverable within
30 days following the Design Review Meeting.  This plan will be updated
based on information provided at the Design Review Meeting held under Task
1.  The plan will be suitable for use in tracking project progress at the
task level using the earned value management system and will include the
following information.

*	Final Work Breakdown Structure.  A final Work Breakdown Structure
will be prepared that identifies Tasks and Subtasks to be performed under the
project.
*	Final Statement of Project Objectives.  A final Statement of
Project Objectives will be prepared that describes the work to be performed
under the project at the Task and Subtask level of detail, following the
format of the Work Breakdown Structure.
*	Schedule Baseline.  A Schedule Baseline will be prepared in Gantt
Chart format that shows the project schedule for the entire project at the
Task level of detail, including major milestones and decision points.  The
Schedule Baseline will follow the Task structure of the Work Breakdown
Structure.
*	Cost Baseline.  A Cost Baseline will be prepared showing projected
monthly total project cost as a function of Task, following the format of the
Work Breakdown Structure.
*	Technology Baseline.  A description of the Baseline Technology will
be prepared, including a summary of technology experience and applications,
design issues to address as identified in the Design Review Meeting, mass
balances, and identification of major equipment.
*	Management Controls.  An updated listing of key organizations and
individuals involved with the project, functions and authorities of each,
lines of authority, procedures used to control cost expenditures, and
technical decision making procedures.

Task 3 -Provide NEPA Documentation, Environmental Approvals Documentation
and Regulatory Approval Documentation (ADA-ES)

The Participant will provide a completed Environmental Information Volume
and other information to DOE and any DOE authorized subcontractors necessary
to allow completion of the Environmental Assessment required for compliance
with the National Environmental Policy Act (NEPA).  The Participant will
provide documentation to DOE demonstrating that the participant has the
necessary approvals from appropriate environmental regulatory bodies to
proceed with the project.  The Participant will provide any rulings received
from state public utilities commissions regarding this project to DOE.

Task 4 - Balance of Plant (BOP) Engineering (C&B)

In addition to the major process equipment, ductwork and distributed control
systems (DCS) described herein, a substantial balance of plant engineering
and design effort is required.  The Participant will provide BOP engineering
and design necessary for the construction, installation, and operation of
the TOXECON technology.  The Participant will subject the BOP design to
standard engineering review and acceptance procedures.  The BOP engineering
and design scope includes the following items.

*	Demolition, excavation, underground utility relocation design.
*	Baghouse arrangement and plant equipment general arrangement design.
*	Foundation design.
*	Civil, structural and ductwork design.
*	Baghouse and building enclosure design.
*	Mechanical design, including fans, ductwork, dampers, sorbent handling
 silo, and air compressors.
*	Electrical system study, motor control center (MCC) and electrical
design.
*	Plant controls and instrumentation design and CEM design.
*	Piping and instrumentation diagrams, and piping design for carbon,
water, air, sorbent/ash, and flue gas subsystems.
*	Water injection skid system design.
*	Carbon injection skid systems design.

For each BOP design item the participant will provide a definition of design
scope, appropriate drawings, specifications, and instructions sufficient for
the construction, installation, and operation of TOXECON system. The
participant will subject the BOP design to standard engineering review and
acceptance procedures.

Task 5 - Process Equipment Design and Major Equipment Procurement (C&B)

The Participant will provide expertise in the development of the final
design and specifications for the TOXECON technology.  Major equipment bid
packages will be prepared and awarded in this task.

Subtask 5.1 - Process Equipment Design

The Participant will provide a design for the TOXECON system to be
installed on at the Presque Isle Plant.  The Participant will provide
the final design and specifications for the baghouse and sorbent
injection system, which are the major components that must be
integrated in the TOXECON technology.  The baghouse will be capable of
processing the combined flue gases of Units 7, 8, and 9 at the Presque
Isle Plant.  The baghouse will be capable of filtering activated
carbon sorbent and other sorbents used in the TOXECON system, and
shall be sized appropriately such that sufficient sorbent can be
injected to meet project pollution reduction goals as stated in
Section A, Project Objectives.  The sorbent injection system will be
capable of injecting activated carbon and other sorbents in sufficient
quantity to meet project pollution reduction goals.  Performance data
from ongoing, non-commercial demonstrations will be included in the
design as appropriate.  Flow modeling will be performed to confirm
design parameters.  Process instrumentation necessary to track
performance will be specified.

Subtask 5.2 - Major Equipment Procurement

Formal specifications and bid packages will be prepared, negotiated
and awarded as appropriate.  Equipment packages include: baghouse,
demolition and underground work, foundation, mechanical and steel,
electrical and controls, sorbent silo and sorbent handling system, ID
fans and motors, and air compressors.

Task 6 - Prepare Construction Plan (C&B)

The Participant will develop a Construction Plan that identifies and
describes all crucial activities required for an on-time completion of the
design, procurement, construction, and start-up phases of the project.  The
Construction Plan will include a Project Plan that will specify material
types and quantities, labor craft requirements, and schedules necessary for
the successful construction of the TOXECON system.  The Construction Plan
will also include a detailed Gantt Chart that will identify design,
procurement, construction, and start-up activity schedules with all critical
path items and milestones identified.  The Construction Plan Gantt Chart
will be used to coordinate activities among subcontractors, and to track
progress of activities against a baseline schedule to assist in maintaining
the project schedule.

Task 7 - Procure Mercury Continuous Emission Monitor (CEM) Package and
Perform Engineering and Performance Assessment (ADA-ES)

Mercury CEM components will be selected and procured.  The Participant will
assess the suitability of commercially-available equipment to the needs of
this program.  The Participant will evaluate mercury CEM components and
incorporate the various components into a fully functional mercury CEM
capable of measuring mercury content of a coal-fired flue gas stream
suitable for evaluating performance of the TOXECON system.  The mercury CEM
should allow for automated operation, requiring only periodic operation and
maintenance by plant operating personnel.  It is a goal of this program to
work with suppliers to significantly improve reliability and decrease
operations and maintenance requirements of currently available mercury CEM
devices.  Two subtasks will be performed in Budget Period 1.

	Subtask 7.1 - System Design, Evaluation and Analysis (Laboratory and
Field)

The Participant will evaluate mercury CEM components including the
extraction, detector, calibration, sample transport, conversion and
separation, and control and data management subsystems.  The
participant will survey existing components for availability and
suitability for integration into a mercury CEM system.  The
participant will perform laboratory and/or field testing as
appropriate of each individual subsystem to determine its suitability
based on criteria stated above.  The Participant will procure suitable
components for system integration testing.

	Subtask 7.2 - System Integration and Testing

The participant will integrate components procured in Subtask 7.1 into
an operational mercury CEM device.  The Participant will perform
necessary laboratory evaluations and system check out procedures to
ensure proper operation and suitability prior to field evaluations.
The Participant will develop written operating instructions for the
mercury CEM system and an evaluation plan, including performance
criteria, to assess mercury CEM system performance.

The Participant will perform a field evaluation at a coal-fired power
generation facility to assess the performance of the mercury CEM
against criteria established above according to the evaluation plan
identified above.

Task 8 - Mobilize Contractors (C&B)

The Participant will mobilize contractors based on the project schedule in
accordance the Construction Plan developed under Task 6.  These include
construction management, demolition and excavation, mechanical, electrical,
and foundation contractors.  Mobilization is the first step in granting
authorization for contractors to initiate work.  Mobilization includes
installing temporary construction infrastructure required before crews
arrive on site, hiring personnel and subcontractors, and developing a
utilization plan for large equipment including cranes.

Task 9 - Foundation Erection (C&B)

After all required demolition work, relocation of below grade equipment, and
earthwork has been completed; foundations for all major equipment will be
installed.  Work will be performed in accordance with design specifications
developed under Tasks 4 and 5, and in accordance with the Completion Plan
developed in Task 6.

The existing paved parking lot and other existing structures as required
will be demolished and scrap material will be disposed of in an appropriate
manner.  Excavation will be performed to expose below grade equipment and
utilities, including, storm pipe, trench drains, fire suppression water, and
water as appropriate.  These utilities will be relocated to allow for
installation of the TOXECON system.  New below grade utilities required for
installation and operation of the TOXECON will be installed.  General
excavation will be performed to prepare for construction of foundations for
all major pieces of equipment.  Concrete foundations will be installed for
the baghouse, sorbent injection equipment, water injection skids, and other
equipment as required for the installation and construction of the TOXECON
system.  Roads disturbed during foundation erection will be restored,
suitable for supporting access to plant operations.  Large equipment will be
deployed as required by the Large Equipment Deployment Plan developed in
Task 8.

Task 17 - Carbon-Ash Management System (ADA-ES)

Subtask 17.1 - Evaluate Options and Pilot Test Carbon-Ash Management
System

The Participant will evaluate the viability of a mercury recovery
system for the purpose of recovering mercury from the sorbent/ash
mixture and allowing for beneficial reuse of this product. The
Participant will also evaluate the processed sorbent for potential
reuse.  This may also allow the sorbent to be recycled in the TOXECON
system.  Activities to be performed under this budget period will
include the following.  The Participant will perform a survey to
identify potential technology options.  From these options, a
technology will be chosen for further study. The Participant will
evaluate the viability of the system and approach through engineering
analysis and laboratory and/or pilot scale testing.

Task 19 - Reporting, Management, Subcontracts, Technology Transfer (ADA-ES)

The Participant will employ standard project management techniques for the
purpose of keeping all activities on schedule and within the budget.
Activities performed under this task will be used to provide oversight and
control throughout execution of the project during Budget Period 1.  The
Participant will hold team meetings with attendance required from the
organizations most involved during the active phase of the project to
facilitate communication and enable the appropriate technical input into all
activities.

The Participant will prepare and submit reports as required in the Financial
Assistance Reporting Requirements Checklist and this Statement of Project
Objectives. The Participant will report data such that earned value
management techniques can be used to evaluate progress of Tasks under Budget
Period 1.  Non-proprietary technical progress reports will be distributed
among team members to keep the team informed on the project status.
Subcontract management, communications, outreach, and technology transfer
functions will also be performed under this task.


Budget Period II: CEM Demonstration, TOXECON Erection, TOXECON Operation,
Carbon Ash Management Demonstration, and Management & Reporting.

Task 7 - Procure Mercury CEM Package and Perform Engineering and Performance
Assessment (ADA-ES)

Subtask 7.3 - Mercury CEM Design, Component Integration, and Field
Testing

Efforts to develop a Mercury CEM will continue in Budget Period 2.
Tasks in this period will focus on integrating components, field
testing, and final design issues.  Based on testing performed in
Budget Period 1, overall system performance and performance of
individual system components will be evaluated.  Redesign of the
system and individual components will be performed as required.
Appropriate modifications, including acquisition and integration of
new components will be made to the prototype device to address system
deficiencies.  Further laboratory evaluations, system check out, and
field evaluations will be performed as required.  The prototype
monitor will be installed on the TOXECON system.

Task 10 - Erect Structural Steel, Baghouse and Ductwork (C&B)

The Participant will construct and install structural steel, ductwork, a
sorbent injection system and a baghouse necessary for the operation of the
TOXECON mercury removal and multi-pollutant control system.  The Participant
will construct and install equipment specified and procured in Task 5 in
accordance with designs developed in Tasks 4 and 5.  Activities will be
performed in accordance with the Completion Plan developed in Task 6.

The Participant will install structural steel necessary to support the
multi-level duct arrangement, baghouse, induced draft fan enclosure, access
and instrumentation supports, sorbent silo, and all other equipment
necessary for operation of the TOXECON system.

Stiffened plate steel ductwork will be installed that allows flue gas from
Presque Isle Units 7, 8, and 9 to enter the TOXECON baghouse or exit
directly to the existing stack.  Ductwork will also be installed to carry
flue gas from the TOXECON baghouse, which will transition from a single duct
into three, each with an induced draft fan, to carry flue gas to existing
independent outlet ducts for Units 7, 8, and 9.

The Participant will install a baghouse to filter the combined flue gas
streams of Units 7, 8, and 9 at the Presque Isle Plant.  The baghouse shall
be capable of filtering activated carbon sorbent and other sorbents used in
the TOXECON system, and shall be sized appropriately such that sufficient
sorbent can be injected to meet project pollution reduction goals as stated
in Section A, Project Objectives.

The Participant will install steel platforms to serve as working surfaces
allowing performance of standard maintenance on equipment and access to test
ports and probes.  These areas include access inside the existing powerhouse
to the exhaust duct water injection ports, if required, and access to
baghouse inlet duct and outlet duct.

Task 11 - Balance of Plant Mechanical and Civil/Structural Installations
(C&B)

The Participant will construct and install mechanical balance of plant
equipment necessary for operation of the TOXECON system according to designs
developed in Task 4 and 5, including equipment specified and procured under
Task 5.  Activities will be performed in accordance with the Completion Plan
developed in Task 6.  Balance of plant mechanical installations will include
the following:

*	Baghouse and duct insulation and lagging
*	Hopper, fan, and silo enclosures and siding
*	Sorbent/Ash vacuum exhauster skids and enclosure
*	Piping, valves, support, and accessories
*	Sorbent/Ash silo and unloading equipment
*	Induced draft fans
*	Instrument air and controls system
*	Carbon injection system
*	Unit tie-ins
*	Heating, ventilation, air conditioning, fire protection, and support
systems
*	Water injection system
*	Miscellaneous guard post and guardrails

Task 12 - Balance of Plant Electrical Installations (C&B)

The Participant will install balance of plant electrical equipment necessary
for operation of the TOXECON system according to designs developed in Task 4
and 5, including equipment specified and procured under Task 5.  Activities
will be performed in accordance with the Completion Plan developed in Task
6.  Balance of plant electrical installations will include the following:

*	Baghouse Power Supply
*	Three MCC's
*	ID Fan Power Supply
*	Auxiliary Electrical Supply
*	Baghouse Control Cable
*	ID Fan Control Cable
*	Auxiliary Equipment Control Cable
*	CEMS System
*	DCS System
*	Freeze Protection System
*	Lighting system


Task 13 - Equipment Pre-Operational Testing (C&B)

Prior to start-up of TOXECON, each major and minor piece of equipment will
be powered up and tested to assure that operation meets performance
specifications.  This includes all fans, blowers, compressors, support
instrumentation, control systems, valves, dampers, and plant tie-ins.  Pre-
operation testing will include:

*	ID Fan startup and checkout
*	Baghouse systems startup and checkout
*	Air compressor checkout
*	Carbon injection system checkout
*	Sorbent/Ash handling system checkout
*	Water Injection system checkout
*	Instrument and controls systems checkout
*	DCS programming checkout
*	CEMS system checkout
*	Electrical systems checkout

Task 14 - Start Up and Operator Training (C&B)

The Participant will devote sufficient time to allow for successful start up
and debugging of full system operation.

The Participant will demonstrate that the baghouse primary operating
parameters including pressure drop and cleaning frequency are within
acceptable ranges.  The Participant will optimize performance to allow for
proper TOXECON system operation, with particular emphasis on combining 3
units into one gas stream.

The Participant will conduct operator training during the start-up period.
The Participant will develop operating manuals and distribute copies to
operating personnel sufficient for training and operation of the TOXECON
system.  Training will take place in several forms including classroom
sessions for all pertinent personnel.

Task 15 - Operate, Test, Data Analysis and Optimize TOXECON for Mercury
Control (ADA-ES)

Subtask 15.1 - Test Plan Development

The Participant will develop Test Plans for each major area of
investigation.  The Participant will develop Test Plans with input
from team members as appropriate, and will be subject to review by
team members prior to submission to DOE for comment.  The Participant
will develop test plans for evaluating and optimizing the TOXECON
technology including:

*	TOXECON Evaluation
*	Mercury Recovery
*	Mercury CEM

The Participant shall submit a Draft Copy of each Test Plan to the DOE
COR for review.  The COR shall review the Test Plans and provide
comments to the Participant on each Test Plan within 30 days of
receipt.  The Participant shall address comments made by the DOE COR
and submit a Final Copy of Each Test Plan to the DOE COR for approval.
The Participant shall not initiate testing prior to receipt of COR
approval for each Test Plan.

TOXECON Evaluation Test Plan.  The Participant will develop a Test
Plan to evaluate mercury and multi-pollutant control through sorbent
injection and a plan to optimize TOXECON operation for maximum mercury
and multi-pollutant removal under varying operating conditions.  The
Test Plan will address the following issues:

*	A plan and schedule for monitoring mercury entering TOXECON and
mercury emissions, including demonstrating integrated operation
of all subsystems and components.  A plan and schedule for
periodic manual stack measurements of both particulate matter
and mercury.  A plan and schedule for measurement of NOx and SO2
emission reduction.
*	Sorbents and suppliers of sorbents for mercury, NOx and SO2
removal will be identified.
*	A plan for evaluating filter the fabric filter bags selected for
use to determine their suitability for continued testing.  Bag
integrity through periodic bag strength testing, and measurement
of as-received, vacuumed, and in situ bag permeability will be
conducted.
*	Operating data to be tracked including but not limited to
temperature, pressure drop, cleaning frequency, flow rate, drag,
sorbent injection rate, and opacity will be identified.
*	A plan for start-up, optimization, long-term performance
monitoring and acceptance testing of TOXECON for mercury control
under varying operating conditions.  Operating strategies for
optimizing mercury control including but not limited to spray
cooling will be addressed.
*	A plan for short-term, parametric tests to evaluate alternate
activated carbon sorbents and operating strategies.
*	A plan for evaluating and optimizing the control of SO2 and NOx
through sorbent injection under varying operating conditions.  A
plan for investigating waste disposal and mercury recovery from
these sorbents

Mercury Recovery Test Plan.  The Participant will develop a Test Plan
to evaluate performance of the mercury recovery system developed under
Task 17.  The Participant will fully evaluate the ability of the
chosen system to recover mercury from spent activated carbon sorbent
and the feasibility of reuse of the sorbent in the TOXECON system.
The plan will include an evaluation of methods for disposing of the
mercury captured in the mercury recovery system.

Mercury CEM Test Plan.  The Participant will develop a Test Plan to
evaluate the performance of the mercury CEM developed under Task 7.
The CEM will be evaluated on the full scale TOXECON system.  The plan
will be designed to evaluate the operability and reliability of the
instrument.  The plan will be designed to evaluate the accuracy and
reproducibility of mercury emission measurements.

Subtask 15.2 - Optimize TOXECON for Mercury Control

The Participant will operate the TOXECON system in accordance with the
TOXECON Evaluation Test Plan developed under Task 15.1.  The
Participant will operate the TOXECON system to evaluate its
performance with respect to mercury control as a function of operating
variables.  The Participant will evaluate the long-term performance of
the TOXECON system, and the Participant will perform short term
parametric testing to evaluate alternative sorbents and operating
strategies.  The Participant will measure mercury emission reductions,
evaluate filter bag integrity, and track operating data to quantify
TOXECON performance as a function of operating conditions.

Subtask 15.3 - Continuous Mercury Measurements

The Participant will operate the mercury CEM to evaluate the
operability, reliability, accuracy, and repeatability of the mercury
CEM system in accordance with the Mercury CEM Test Plan developed in
Subtask 15.1.  The Participant will evaluate the performance of the
mercury CEM developed under Task 7 on the full scale TOXECON system.
The mercury CEM will be used to evaluate the performance of the
TOXECON system for its ability to control mercury emissions.

Task 16 -Operate, Test, Data Analysis and Optimize TOXECON for SO2 and NOx
Control (ADA-ES)

After TOXECON operation and performance is established for mercury control,
the Participant will conduct tests to assess the capability of TOXECON to
control other pollutants including SO2 and NOx.  Injection equipment and
measurement instrumentation will be designed, procured and installed
specifically for these tests.   The Participant will perform evaluations in
accordance with the TOXECON Evaluation Test Plan developed under Subtask
15.1.  The Participant will measure NOx and SO2 emission reductions and track
operating data to quantify TOXECON performance as a function of operating
conditions.

Task 17 - Carbon-Ash Management System (ADA-ES)

Subtask 17.2 - Procure Full-Scale System and Evaluate Carbon-Ash
Management System

Providing results from Subtask 17.1 meet project goals, the
Participant will procure a full-scale demonstration unit of the
mercury recovery system for testing of the sorbent-ash mixture
collected in TOXECON.  The Participant will install the mercury
recovery system on the TOXECON to allow for continuous removal and
processing of the spent sorbent and ash mixture from the TOXECON
system.  The Participant will perform shakedown testing to ensure
proper operation of all subsystems and the integrated system as a
whole prior to incorporation into the TOXECON system.  The Participant
will evaluate the performance of the mercury recovery system as
installed on the TOXECON system in accordance with the Mercury
Recovery Test Plan developed in Subtask 15.1.  The Participant will
evaluate the ability of the mercury recovery system to evolve mercury
from used sorbent in the presence and absence of NOx and SO2 sorbents.
The Participant will evaluate the ability of the regenerated sorbent
to capture mercury.  The Participant will evaluate the methods for
disposal of mercury captured in the mercury recovery system.
Contingent on successful results, the Participant will provide an
assessment of the capital and operating costs of the mercury recovery
system and provide a cost/benefit analysis relative to inclusion of
this system in the TOXECON system.

Task 18 - Revise Design Specifications, Prepare O&M Manuals (ADA-ES)

The Participant will prepare revisions to specifications based on the as-
built installation and actual operating experience of the system.  The
Participant will prepare revised operating and maintenance manuals based on
as-built installation and operating experience.

Task 19 - Reporting, Management, Subcontracts, Technology Transfer (ADA-ES)

The Participant will employ standard project management techniques for the
purpose of keeping all activities on schedule and within the budget.
Activities performed under this task will be used to provide oversight and
control throughout execution of the project during Budget Period 2.  The
Participant will hold team meetings with attendance required from the
organizations most involved during the active phase of the project to
facilitate communication and enable the appropriate technical input into all
activities.

The Participant will prepare and submit reports as required in the Financial
Assistance Reporting Requirements Checklist and this Statement of Project
Objectives. The Participant will report data such that earned value
management techniques can be used to evaluate progress of Tasks under Budget
Period 2.  Non-proprietary technical progress reports will be distributed
among team members to keep the team informed on the project status.
Subcontract management, communications, outreach, and technology transfer
functions will also be performed under this task.

D.  Deliverables

In addition to the reports identified on Attachment B, the Financial
Assistance Reporting Requirements Checklist, and in specific sections of
this agreement, the Participant shall provide documents, reports, and
briefings as identified below.

Project Management Plan.  The Participant shall provide an updated Project
Management Plan within 30 days of the Design Review Meeting held under Task
1.

Construction Plan.  The Participant shall provide a Construction Plan
developed under Task 6.

Test Plans.  The Participant shall provide the following Draft Test Plans
for review by the DOE COR:  Draft TOXECON Evaluation Test Plan, Draft
Mercury CEM Test Plan, and Draft Mercury Recovery Test Plan.  The
Participant shall provide the following Test Plans for DOE approval:
TOXECON Evaluation Test Plan, Mercury CEM Test Plan, and Mercury Recovery
Test Plan.

Topical Report.  The Participant shall submit a Preliminary Public Design
Report as a Topical Report for Budget Period 1.  The Participant shall
submit a Draft Topical Report for Budget Period 1 within 60 days of the
conclusion of Budget Period 1.  DOE shall review the Draft Topical Report
and provide comments to the Participant within 30 days of receipt.  The
Participant shall address DOE comments and submit a Final Topical Report for
Budget Period 1 within 30 days.

Public Design Report.  The Participant shall submit a Public Design Report,
for the purpose of public use.  The Public Design Report must consolidate
all design and cost information for the project at the completion of
construction and start up.  The report must contain sufficient information
to provide an overview of the project, salient design features and data, and
the role of the demonstration project in commercialization planning.

E.  Briefings.  Briefings and Technical Presentations shall be provided as
follows.

Kickoff Design Review Meeting.  The Participant shall hold a kickoff, design
review meeting as, described in Task 1, within sixty days after award with
the primary purpose of providing a status of the ongoing work, specifying
system requirements and planning future project activities.

Design Review.   The Participant shall hold a design review meeting near the
end of design activities during Budget Period 1 for the purpose of
presenting a review of the design process and salient design features of the
TOXECON System.

Final Briefing.  The Participant shall provide a Final Briefing at the
conclusion of the project to provide a comprehensive summary of the
accomplishments and results of this project.  The location of the Final
Briefing shall be Morgantown, WV.

-----------------------------------------------------------------------



OUTLINE AGREEMENT           4700000838

CONTRACT

we energies            CONTRACT NO. 4700000838   PO DATE  07/26/2003

Seller Number:1029409

Seller:
ADA ENVIRONMENTAL SOLUTIONS
ATTN: RONDA ZIVALlCH, CONF COORD
8100 SOUTH PARK WAY, UNIT B-2
LITTLETON, CO 80120

SEND INVOICE AND CORRESPONDENCE TO:

We Energies
Attention: J. Drysdale
Presque Isle Power Plant
2701 Lakeshore Blvd. N.
Marquette, MI 49855

TERMS OF PAYMENT
INVOICE: Pay immediately - On Time
FREIGHT: Not Applicable

THIS OUTLINE AGREEMENT IS ISSUED TO COVER ENVIRONMENTAL CONSULTING SERVICES
ASSOCIATED WITH UNIT 7-9 CLEAN COAL INITIATIVE MERCURY EMISSION REDUCTION
SYSTEM (TOXECON) U.S. DOE CCPI SOLICITATION & UNIT 5 DOE FLUE GAS
CONDITIONING
SYSTEM INSTALLATION & TESTING PROJECTS FOR WE ENERGIES PRESQUE ISLE POWER
PLANT IN MARQUETTE, MICHIGAN AS DIRECTED BY WE ENERGIES SUPERVISORY PERSONNEL
JANUARY 1, 2003 THRU COMPLETION.

ALL WE ENERGIES EMPLOYEES ORDERING SERVICES OR RECEIVING MATERIALS ON THIS
OUTLINE AGREEMENT ARE REQUIRED TO PROVIDE A PURCHASE ORDER RELEASE NUMBER.

Items exempt from Michigan Sales/Use Tax because they will be used or
consumed in industrial processing - Michigan license# U39-0476280

Reference We Energies Form 2575-03-98 Terms & Conditions
Reference We Energies Form 1740-06-98 General Conditions
Reference We Energies Special Provision for Time & Material
Reference We Energies Invoice preparation for Time & Material
Reference Contractor Safety/Health & Performance Program
Reference Presque Isle Safety & Health Rules

CONTRACT INSURANCE REQUIREMENTS

We Energies requires a certificate of insurance whenever work is performed
or visitations are made to We Energies facilities.
Accord & other work insurance company forms that contain the information
required are acceptable. It is requested that certificate not reference
specific purchase order or contract/proposal numbers or specific jobs or
projects. This will allow certificate to be valid for
all future jobs with We Energies prior to policy expirations.

Certificate must provide evidence of the following:
-Workers' Compensation Insurance
-Employer's Liability Insurance with Minimum limit of at least
	$100,000 general liability coverage
-Automobile Liability Insurance (any auto) with Minimum limit of
	$1,000,000 combined single limit.
-Commercial General Liability Insurance with Minimum limit of
	$2,000,000 per occurrence

We Energies must be named as an ADDTIONAL INSURED with respect performed
under this purchase order or contract for Commercial Liability & Auto
Liability Insurance only. We may require higher limits & other coverages for
particular jobs, in which case you will be contacted accordingly. We
Energies must be named as Certificate Holder. The certificate shall state
that the insurance carrier will give We Energies 30 day prior written notice
of any cancellation of such insurance.

CERTIFICATES ARE TO BE SENT TO:

We Energies
Attention: J. Drysdale
Presque Isle Power Plant
2701 Lakeshore Blvd. North
Marquette, Michigan 49855

FAX; 906 226-5760

Note: Insurance Certificate required before work commences

DOCUMENT EXECUTION

Contractor, by acceptance of this contract, agrees to execute & apply the
terms & conditions of this document to authorize work against this order
both contractor & the company agree this contract award or purchase order &
revisions thereto signed by the company's authorized representative shall
form the basis for contract & authority for contractor to proceed with this
work. It is understood that contractor agrees to all provisions set forth in
this contract award & any revisions thereto unless written exception is
received within 10 calendar days of contract award & revision date.

No payments will be made until document execution has been signed &
returned.

                            /s/Richard J. Schlager
                           ----------------------
	           (Signature of Authorized Representative)

Vice President                              3/18/04
---------------                            --------------
(Title)                                       (Date Signed)

ANY QUESTIONS: Contact J. Drysdale 906 226-5781 / 906 226-5760 (FAX)
Fax: jim.drysdale@we-energies.com

---------------------------------------------------------------------
ITEM	QUANTITY	UN	MATERIAL NUMBER	UNIT PRICE
							CURRENCY: USD
                         DESCRIPTION
---------------------------------------------------------------------
10  Total net value excluding tax		$200,000.00


  /s/ J. Drysdale
-----------------------
Buyer:    J. Drysdale

"BUYER" SHALL BE WISCONSIN ELECTRIC POWER COMPANY AND/OR WISCONSIN GAS
COMPANY BY WISCONSIN ELECTRIC POWER COMPANY, AGENT.
BUYER WILL SUBMIT THE APPROPRIATE SALES/USE TAX FOR THIS PURCHASE DIRECTLY
TO THE WISCONSIN DEPARTMENT OF REVENUE UNDER DIRECT PAY NUMBER WDP 96-01-
01022. THE USE OF THIS DIRECT PAY PERMIT APPLIES TO THIS PURCHASE ONLY.


TERMS AND CONDITIONS

1.0	DEFINITION OF TERMS

2.0	SERVICE REQUIREMENTS
	2.1	Scope of Services
	2.2	Omissions From The Services
	2.3	Changes In Scope
	2.4	Competitive Bids
	2.5	Deliverables/Performance Standards
	2.6	Progress Reports

3.0	CONFIDENTIALITY

4.0	PAYMENT FOR SERVICES
	4.1	Payments
	4.2	reimbursements
	4.3	Time Of Payments
	4.4	Taxes
	4.5	Audit Rights Of The Company

5.0	WARRANTY
	5.1	Provider Warranty
	5.2	Approval Of Documents

6.0	INDEMNIFICATION

7.0	INSURANCE REQUIREMENTS

8.0	TERMINATION

9.0	DISPUTE RESOLUTION
	9.1	Problems
	9.2	No Termination Or Suspension Of Services

10.0	DEFAULT
	10.1	Failure To Meet Specifications
	10.2	Breach Of Confidentiality
	10.3	Other Failures To Perform
	10.4	Breach Of Representation Or Warranty
	10.5	Insolvency

11.0	SERVICE MANAGEMENT
	11.1	Provider's Key Personnel
	11.2	Minimum Proficiency Levels
	11.3	Right To Remove Personnel

12.0	EMPLOYEE AND WORKPLACE REQUIREMENTS
	12.1	Safety and Health
	12.2	Security and fitness For Duty

13.0	EQUAL EMPLOYMENT OPPORTUNITY

14.0	MISCELLANEOUS
	14,1	Non-Assignment
	14.2	Notices
	14.3	Force Majeure
	14.4	Relationship Of Parties
	14.5	Severability
	14.6	Governing Law
	14.7	Entire Agreement

ATTACHMENT A:  GUIDELINES FOR REIMBURSABLE EXPENSES

1.0	DEFINITION OF TERMS

Unless the context clearly requires otherwise, the capitalized terms used in
this Agreement shall have the definitions assigned to them in this Section
1.0, elsewhere in this Agreement or in the exhibits. These definitions shall
apply equally to both the singular and plural forms of the terms defined,
and words of any gender shall include each other gender when appropriate.

"Company" shall mean WISCONSIN ELECTRIC POWER COMPANY

"Agreement" shall mean the Agreement dated July 26, 2003 including the Terms
and Conditions, and any attachments to such documents.

"Provider" shall mean ADA Environmental Solutions.

"Services" shall mean collectively, all of the services to be performed by
the Provider or its subcontractors in the fulfillment of its obligations
under this Agreement, including but not limited to those identified in
Section 2 of this Agreement.

"Effective Date" shall mean the date set forth in the introductory paragraph
of this Agreement.

2.0	SERVICE REQUIREMENTS

2.1	Scope of Services
The Provider shall perform environmental consulting services associated with
Unit 7-9 Clean Coal Initiative Mercury Emission Reduction System (TOXECON)
project for We Energies Presque Isle Power Plant in Marquette, Michigan.

2.2	Competitive Bids
At any time during the term of this Agreement, in the event that the Company
intends to expand the Scope of the Services, the Company shall have the
right to seek competitive bids from third parties for Services in connection
with such expansion. The Company shall have sole discretion to award such
Services to any bidder, if at all.

2.5	Deliverables/Performance Standards
Specific deliverables and applicable performance standards under this
Agreement shall be as outlined in specific task orders.

2.6	Progress Reports
The Provider shall prepare progress reports as required, and participate in
meetings to review performance, changes, resource utilization and such other
matters as appropriate.

3.0	CONFIDENTIALITY

Provider shall not disclose Confidential Information (as hereinafter
defined) of the Company and/or its affiliates to any third party. The
Provider shall use the same degree of care as it uses to protect its own
Confidential Information of like nature, but no less than a reasonable
degree of care, to maintain in confidence the Confidential Information of
the Company.

The foregoing obligations shall not apply to any information that (i) is at
the time of disclosure, or thereafter becomes, part of the public domain
through no wrongful act or omission of the Provider, (ii) is subsequently
received from a third party having no obligation of confidentiality to the
Company, (iii) was known to the Provider at the time of disclosure, (iv) was
generated independently by the Provider without reference to Confidential
Information, or (v) is required to be disclosed by lawful order of a court
or regulatory body having jurisdiction.

For the purpose of this Section, Confidential Information shall mean any
information identified by the Company as "Confidential" and/or
"Proprietary", or which, under all of the circumstances, ought reasonably to
be treated as confidential and/or proprietary, including this Agreement and
any work performed under this Agreement.

The confidentiality provisions of this Agreement shall remain in full force
and effect after the termination of this Agreement.

4.0	PAYMENTS FOR SERVICES

4.1	Payments
The Company shall pay the Provider the amounts and on the dates and
milestones set forth in the attached Fee Schedule, for the Services to be
performed by the Provider under this Agreement.

4.2	Reimbursements
The Company shall reimburse the Provider for all reasonable out-of-pocket
expenses incurred by the Provider in connection with the performance of the
Services for travel, lodging, meals and other related expenses for any of
the Provider's personnel at any location reasonably required to provide the
Services, which are incurred by the Provider in accordance with the policies
described in the attachment entitled "Guidelines For Reimbursable Expenses."
The Company and the Provider agree to manage and periodically review the
incurrence of reimbursable expenses to determine whether there are any
reasonable policies or procedures that may be adopted in order to moderate
such expenses. The Provider shall forward to the Company a monthly invoice
for the aggregate amount of the expenses that are to be reimbursed and such
invoice will describe and document such expenses at a level of detail
reasonably required by the Company. The Company shall pay the Provider all
undisputed expenses within thirty (30) days following receipt by the Company
of an invoice.

4.3	Time of Payments
All amounts described in Section 4.1, to the extent such amounts are not
reasonably disputed in good faith, shall be due and payable by the Company
to the Provider within thirty (30) days following the receipt by the Company
of an invoice. Each such invoice will describe and document applicable
charges at a level of detail reasonably required by the Company.

4.4	Taxes
As of the Effective Date, the Company will submit the appropriate use tax
for this purchase directly to the Wisconsin Department of Revenue under
direct pay permit number WDP 96-01-01022. The use of this direct pay permit
is for this purchase only.

The Company shall not be required to reimburse the Provider for taxes based
upon or measured by the net income of the Provider or which constitute the
Provider's portion of social security or other employment taxes.

The Provider shall endeavor and cooperate with the Company in good faith to
minimize any applicable taxes. In connection therewith, the Provider shall
provide to the Company any applicable resale certificates, information
regarding out-of-state use of materials, services or sales, or other
exemption certificates that it might have or may in the future obtain.

4.5	Audit Rights of Company
The Company or its authorized representatives will have full and complete
access during normal business hours and upon reasonable notice, to perform
an operational audit of the Provider's performance of the Services, and
related books and records pertaining to any sums to be paid hereunder or
facts relative to any claim against the Provider which may be chargeable to
the Company or its property. The Provider shall provide the Company and its
authorized representatives with such information and assistance as needed to
perform the audits.

5.0	WARRANTY

5.1	Provider Warranty
The Provider warrants to the Company and/or its affiliates that the Services
will be in conformance with the established professional standards for such
Services and with all applicable laws, regulations, codes and ordinances in
force at the time such Services are provided.  Notwithstanding the
foregoing, the Provider's warranty with regard to retroactive changes in
laws, regulations, orders and ordinances shall be limited to providing
Services conforming with established standards for such Services. If any
failure to comply with this warranty is discovered by the Company, the
Provider shall, upon receipt of written notice from the Company, use
commercially reasonable efforts to bring such Services into compliance at
its own expense.

5.2	Approval of Documents
The approval by the Company and/or its affiliates of any documents prepared,
developed or furnished by the Provider hereunder shall be construed to apply
only to the general arrangement and shall not relieve the Provider from its
responsibility for correctness of design, details or dimensions, for the
quality of the Services, and for the suitability of the Services for the
intended purpose.

6.0	INDEMNIFICATION

Provider shall and hereby agrees to indemnify, defend and save harmless the
Company, its officers, directors, employees and agents from and against any
and all claims, suits, actions, liabilities, damages, losses, costs and
expenses (including attorneys' fees) by reason of injury or death to
person(s) or damage to property to the extent caused by any breach of the
terms of this Agreement or any warranty or covenant by Provider or any
defective articles provided by Provider or the negligent acts or omissions,
violation of law or regulation, or willful misconduct of Provider, its
officers, agents and employees, in the performance of this Agreement,
including claims, demands and actions founded upon or growing out of the
allegation that the Company, its officers, agents or employees did not
furnish a safe place of work or employment or requisite statutory safety in
a public building. Provider further agrees to perform any work on the
Company's premises in accordance with the safety rules of the Company, and
prior to commencement of the work to furnish to the Company satisfactory
evidence that Provider has worker's compensation insurance and adequate
public liability insurance for bodily injury or property damage; and
Provider further agrees to indemnify and save harmless the Company its
officers, agents and employees from any civil penalties which may be
assessed for violations of the Occupational Safety and Health Act of 1970,
or any standards, rules or orders promulgated, or regulations prescribed
pursuant thereto, where such violations exist either solely or partially by
reason of any acts or omissions of Provider, its officers, agents or
employees.

The Company will give Provider prompt written notice of any claim,
cooperation in the defense of any such claim, and the assignment of the
right to defend against any such claim with counsel of Provider's choosing
and to settle and/or compromise any such claim as the Company deems
appropriate.

7.0	INSURANCE REQUIREMENTS

The Provider shall carry and maintain General Public Liability, including
contractual liability, Automobile Liability and Professional Liability each
in the amount of $1,000,000 in the aggregate, and Workers Compensation at
the statutory limits of such insurance. If the Provider is a sole
proprietor, then Provider shall sign a waiver releasing the Company and its
affiliates from any liabilities and waiving all claims against the Company
and its affiliates for injuries or damages in lieu of Workers Compensation.

The Provider shall provide and maintain in full force and effect at no cost
to Company the following insurance coverages with minimum limits as
indicated, (which may also be revised to reasonable amounts consistent with
similar industry practice at the Company's discretion from time to time) at
all times during the term of this Agreement, and beyond, as required.

A.	The Provider shall maintain worker's compensation and employer's
liability insurance as required by Wisconsin law as described below.

(1)	The employers liability limits shall not be less than $100,000 each
accident for bodily injury by accident or $100,000 each employee for bodily
injury by disease.

B.	The Provider shall maintain commercial general liability (CGL)
insurance (or its equivalent satisfactory to Company) and, if necessary,
commercial umbrella or excess insurance with a total limit of not less than
$2,000,000 each occurrence as described below. If such CGL insurance
contains a general aggregate limit, it shall apply separately to this
Agreement.

(1)	CGL insurance shall be written on an occurrence form and shall cover
liability arising from premises, operations, independent contractors,
products-completed operations, personal injury and advertising injury, and
liability assumed under an insured contract (including the tort liability of
another assumed in a business contract).

(2)	The Company shall be included as an ADDITIONAL INSURED under the CGL
insurance, using an ISO additional insured endorsement or a substitute
providing equivalent coverage, and under the commercial umbrella or excess,
if any. This insurance shall apply as primary insurance with respect to any
other insurance or self-insurance programs afforded to the Company. There
shall be no endorsement or modification of the insurance to make it excess
over other available insurance; alternatively, if the insurance states that
it is excess or pro rata, the policy shall be endorsed to be primary with
respect to the additional insured.

(3)	There shall be no endorsement or modification of the insurance
limiting the scope of coverage for liability arising from pollution or
employment-related practices.

C.	The Provider shall maintain automobile liability insurance (or its
equivalent satisfactory to the Company) and, if necessary, commercial
umbrella or excess liability insurance with a combined single limit (or
equivalent) of not less than $1,000,000 each accident as described below.

(1)	Such insurance shall cover liability arising out of any auto
(including owned, hired, and non-owned autos).

(2)	The Company shall be included as an ADDITIONAL INSURED using the
current ISO endorsement or an equivalent form as described in B. (2) above.



(3)	The Provider's insurance shall be primary with respect to the
Company's insurance or self-insurance, and the Provider's policy shall not
be written or endorsed contrary to this requirement.

(4)	Other insurance specifically required by the contract:

Professional Liability		(Minimum limit of $1,000,000)

D.	The Provider waives all rights against the Company and its agents,
officers, directors and employees for recovery of damages to the extent
these damages are covered by any of the insurance required above.

E.	All insurance shall be placed and maintained with insurers authorized
to do business in the State of Wisconsin which have an A.M. Best rating of
A-, VII. or better (or equivalent satisfactory to the Company). The Provider
agrees to furnish copies of any insurance policies for the Company's review
if requested.

The Provider shall furnish the Company with duly executed Certificates of
Insurance certifying that such insurance has been provided and that the
insurance companies will give the Company thirty (30) days prior written
notice of any material change in, or cancellation of, such insurance
coverage. Such certificate shall also specify the dates when such insurance
commences and expires. Certificates should be delivered to the following
address:

We Energies
Attention: Jim Drysdale
Presque Isle Power Plant
2701 Lakeshore Blvd N.
Marquette, MI 49855

The Provider agrees that such insurance shall be maintained throughout the
entire term of this Agreement.  New certificates shall be provided within
two weeks of the renewal date of any expiring insurance coverage giving
evidence of continuing coverage subject to the Company's withholding of any
payments due Provider until such certificates are received.

Insurance policies of the Provider shall be on an occurrence basis. If any
insurance is written on a "claims made" basis, the Provider shall maintain
the coverage for a minimum of five years after the termination of this
Agreement. The Company may require the Provider to furnish copies of any
"claims made" policies and to institute measures to guarantee further
coverage for claims as contemplated by this Agreement.

8.0	TERMINATION

The Company shall have the right at any time, by written notice to the
Provider, to terminate or suspend all or any part of the Services or to
decrease the scope thereof. The Provider shall discontinue the Services as
directed by the Company, and shall be paid for the Services performed to the
effective date of termination or suspension in accordance with any
applicable prices and/or rates specified in this Agreement, as determined by
the Company.

Upon termination of this Agreement, the Provider will deliver all written
and recorded material including but not limited to records, notes, data,
memoranda, models and copies thereof and equipment of any nature that are in
the Provider's possession or under the Provider's control and that are the
Company's property or relate to the Company's business.

9.0	DISPUTE RESOLUTION

9.1	Problems
A "Problem", as that term is used herein, shall mean any problem or
circumstance that results from" (i) an alleged failure by either party to
perform its obligations under this Agreement; (ii) the alleged inadequacy of
either party's performance; (iii) a request for products, services or
resources where the parties disagree whether such products, services or
resources are within the scope of this Agreement; or (iv) any event
described in Section - (Material Default) or - (Force Majeure). If a Problem
arises, the complaining party shall promptly notify the other party of such
Problem, with a detailed description of the circumstances relating to that
Problem. The parties shall discuss and make an effort to resolve such
Problem.

9.2	No Termination or Suspension of Services
Notwithstanding anything to the contrary contained herein, if any Problem or
dispute arises between the parties, in no event nor for any reason and
unless and until authorized by a court of competent jurisdiction, shall
Provider interrupt the performance of the Services or any other obligation
hereunder, disable any equipment used in the Services, or perform any other
action that prevents, slows down, or reduces in any way the performance of
the Services or Company's ability to conduct its business.

10.0	DEFAULT

A Material Default shall be deemed to have occurred under this Agreement if:

10.1	Failure to Meet Specifications
Provider fails, in any material way, to meet the requirements of the
Specifications or Scope of Services and such failure has not been corrected
within 30 days after the Provider has received notice of such failure from
the Company.

10.2	Breach of Confidentiality
Either party breaches its obligation to the other party under Section 3.0 of
this Agreement, and fails to cure such breach within five (5) days after the
party has received notice of such breach.

10.3	Other Failures to Perform
Either party fails, neglects or refuses to duly observe or perform any other
material obligation or condition under this Agreement and, in cases where
the breach doesn't involve the violation of a law or the failure by the
Company to pay money owed to the Provider, the breaching party fails to cure
such default within thirty days after the breaching party has received
notice of such default.

10.4	Breach of Representation or Warranty
Any material representation or warranty made in this Agreement by either
party is discovered to be materially false.

10.5	Insolvency
A party becomes insolvent, generally fails to pay debts as they become due,
enters into receivership or any arrangement with creditors generally, is the
subject of a voluntary or involuntary petition or other action or proceeding
for bankruptcy or reorganization or dissolution, or makes an assignment for
the benefit of creditors, or, a substantial part of a party's property is,
or becomes subject to any levy, seizure assignment or sale, for or by any
creditor or governmental agency without being released or satisfied within
thirty days thereafter.

If the Material Default is a failure to fulfill the requirements of the
Specifications or Scope of Services, the Company shall be entitled to
suspend payment of any fees due and owing to the Provider until the Provider
resumes complete fulfillment of the Specifications or Scope of Services
requirement, or until the Company shall earlier elect to cause a
Termination. During such suspension period, the Company shall be entitled to
the full benefit of this Agreement, which shall continue in the same manner
as if the Company were making all payments to the Provider.

11.0	SERVICE MANAGEMENT

11.1	Provider's Key Personnel
The Provider has identified key personnel who are expected to participate in
performance of the Services. These personnel, are identified in each
respective approved release to this outline agreement.

11.2	Minimum Proficiency Levels
The Provider's personnel assigned to perform the Services under this
Agreement shall have sufficient knowledge of the relevant aspects of the
Scope of Services and of the Company's practices and areas of expertise and
shall have at least the level of skill and experience in their respective
areas of expertise to perform the duties and responsibilities assigned to
them in connection with this Agreement.

11.3	Right to Remove Personnel
Notwithstanding Section 11 .1, if the Company determines that the
performance or conduct of any person employed to perform the Services under
this Agreement is unsatisfactory, the Company shall notify the Provider of
its determination in writing, indicating the reasons therefor. The Provider
shall promptly take such actions as necessary to substantially improve the
performance or conduct of such person, or shall replace such person.

12.0	EMPLOYEE AND WORKPLACE REQUIREMENTS

12.1	Safety and Health
In addition to the requirements of this Agreement, the Provider shall at all
times perform its obligations hereunder in accordance with the standards set
forth by law, regulation, or any governmental agency that regulates the
Provider or Company including without limitation compliance with all
requirements of building, sanitary, occupational safety and health,
pollution control and other applicable federal, state, county and municipal
laws, ordinances, rules and regulations. The Provider shall utilize all
necessary devices, safeguards and practices in the performance of the
Services so as to properly protect the safety and health of its own
employees, employees of the Company and of other contractors and members of
the public who may at any time be in the vicinity of such performance.
Where, in the sole discretion, of the Company, additional measures are
necessary to provide safe and healthful working conditions, such measures
shall be adopted, followed and maintained by the Provider at the Provider's
own expense.

12.2	Security and Fitness for Duty
The Provider and its employees, and all subcontractors of the Provider and
their employees, shall comply with any and all security procedures and
fitness for duty (FFD) policies of the Company. These policies include, but
are not limited to, prohibiting the possession, sale or use of illegal
substances, intoxicants, firearms, explosives or dangerous weapons on
Company premises. These policies may also provide the Company with the right
to require the Provider to have its and its subcontractors' employees submit
to testing if circumstances exist that indicate any of such employees may be
under the influence of illegal substances or intoxicants. When the testing
provisions are applicable, the Provider will be so informed and provided
with a copy of the testing procedure.

At all times during the term, the Provider shall be fully and solely
responsible for security matters, including without limitation, the
prevention and detection of Provider employee fraud, abuse or other
inappropriate use or access by any Provider employee. In this respect,
Provider shall perform, among other things, all the tasks and any measures
described in the Scope of Services and shall take such other initiatives or
measures as necessary and appropriate under the circumstances.

13.0	EQUAL EMPLOYMENT OPPORTUNITY

Annually during the term of this Agreement the Provider shall execute and
return to the Company a compliance certificate in the form furnished by the
Company. The Provider shall also furnish information as requested regarding
participation with Minority Business Enterprise, Women Business Enterprise
and Disadvantaged Business Enterprise, including minority and female direct
hire participation.

14.0	MISCELLANEOUS

14.1	Non-Assignment
Neither this Agreement, nor any interest in the rights of the Provider
hereunder, may be directly or indirectly assigned, sold or otherwise
disposed of by the Provider. The Provider may not directly or indirectly
subcontract or delegate any of its obligations under this Agreement to third
parties, except with the Company's prior written approval, which shall be
given only in the exercise of the Company's sole discretion. If such consent
is granted, the Provider shall be responsible for supervising the activities
and performance of each subcontractor and shall be jointly and severally
responsible with each subcontractor for any act or failure to act of such
subcontractor. If the Company determines that the performance or conduct of
any Provider subcontractor is unsatisfactory, the Company shall notify the
Provider of its determination in writing. The Provider shall promptly take
all necessary actions to immediately remedy the performance or conduct of
such subcontractor or to replace such subcontractor by another third party
or by Provider personnel.

14.2	Notices
All notices required to be given in writing under this Agreement shall be
delivered personally to the respective representatives of the Company and
the Provider set forth below, or shall be mailed by certified mail, postage
prepaid, addressed as follows:

We Energies
Presque Isle Power Plant
2701 Lakeshore Blvd N.
Marquette, MI 49855

Attention: 	Jim Drysdale
Title:  	Sr. Sourcing Specialist

(Provider): 	ADA Environmental Solutions
Attention: 	Richard Schlager
		8100 Southpark Way, Unit B-2
		Littleton, CO 80120

14.3	Force Majeure
Provider shall be excused and not be liable for delay in the performance of
any obligations hereunder when such delay is the result of or attributable
to extreme weather conditions, or other acts of God, fires, strikes or other
labor disturbances, floods, governmental authority, delays in transportation
or any other cause beyond its reasonable control, including the inability to
obtain necessary materials, components, or facilities ("Force Majeure
event") provided that the Provider immediately notifies the Company of the
delay and its anticipated duration.

Nothing herein shall be construed as obligating the Company to compensate
the Provider for the performance of Services during any period in which such
Services are not performed as a result of a Force Majeure event. The parties
agree to use commercially reasonable, diligent and determined efforts to
minimize the length and effects of delays that occur due to the occurrence
of a Force Majeure event and promptly to resume performance after the
cessation of a Force Majeure event. In the event of any such delay, the date
of delivery or of performance shall be extended for period equal to the time
lost by reason of the delay.

14.4	Relationship of Parties
It is understood by the parties that the Provider is an independent
contractor with respect to the Company and this Agreement, and not an
employee. representative, agent, partner or co-venturer of the Company. The
Company will not provide fringe benefits, including health insurance
benefits, paid vacation, or any other employee benefit, for the benefit of
the Provider. The Provider shall not have the authority to enter into any
agreement, or to assume any liability on behalf of the Company, or to bind
or commit the Company in any manner.

14.5	Severability
If any provision of this Agreement is determined to be invalid or
unenforceable, that provision shall be deemed stricken, and the remainder of
the Agreement shall continue in full force and effect insofar as it remains
a workable instrument to accomplish the intent and purposes of the parties.
The parties further agree to replace the severed provision with the
provision that will come closest to reflecting the intention of the parties
underlying the severed provision but that will be valid, legal and
enforceable. .

14.6	Governing Law
This Agreement shall be governed and interpreted in accordance with the laws
of the State of Wisconsin, excluding conflict of law principles.

14.7	Entire Agreement
This Agreement constitutes the entire understanding and agreement between
the parties for the services and supersedes any and all prior
representations and agreements, whether written or oral, between the parties
as to the services. No waiver, alteration, consent or modification of any of
the provisions of this Agreement shall be binding on the Company unless in
writing and signed by a duly authorized representative of the Company.


ATTACHMENT A

GUIDELINES FOR REIMBURSABLE EXPENSES

Definition:
Reimbursable expenses are out-of-pocket expenses incurred by the Provider in
direct support of the Scope of Work. By their nature, these expenses are
unique and non-recurring costs, and are not predictable in advance of
occurrence.

General:
The Company shall reimburse the Provider for expenses incurred in accordance
with the following terms. There may be other qualifying reimbursable expense
items if the project or circumstances are unique and terms concerning them
are contained in the approved and signed contract. These guidelines are
intended to clarify the Company's general policies concerning payments for
reimbursable items.

The Company will reimburse the Provider for reasonable expenses incurred for
transportation, subsistence, and lodging. The Company will pay for essential
expenses, not luxury services such as cable or movies.

Approved reimbursable expenses will be paid at actual cost, and are not
subject to any markup.

Approved Reimbursements:

Actual Cost Basis)
The Company shall reimburse the Provider for the actual cost of expenses
incurred under the Scope of Work in this contract, with the following
guidelines:

1. Travel

a. Mileaqe: If traveling by personal car, the total mileage may be charged
at the prevailing cost per mile rate allowed by the Internal Revenue
Service.

b. Auto Rental: The Provider should obtain the most reasonable and cost-
effective mode of transportation. Rental car upgrades are not reimbursable.

c. Airfare: The Company will reimburse for airfare that is a direct result
of the Scope of Work only, and will not reimburse for personal trips.
Whenever possible, air travel dates should be planned in advance to take
advantage of lowest fares available. The Company will not reimburse for
first class travel.

2. Lodqinq: Lodging at reasonably priced accommodations will be approved.
Deluxe accommodations and charges involving personal services of any kind
will be disallowed. The Company has established rates at many Milwaukee area
hotels; the Provider is strongly urged to use these agreements.

For extended stays, both hotels and apartments are options, but extended
stay packages or reasonable prices should be negotiated.

3. Meals: The Company does not reimburse for meals in first class
restaurants, for alcoholic beverages, or for entertaining guests or Company
project team members.

4. Miscellaneous Expenses

a. Phone charqes: The Company will reimburse the Provider for properly
documented long distance telephone calls made for project business.

Documentation:

Documentation for expenses under $75.00 need not be forwarded with the
monthly invoice but should be kept by the Provider for audit purposes and
invoices should still be itemized.

Most reimbursable expenses over $75.00 can be documented by presenting a
copy of the original sales slip or invoice clearly highlighted, dated, and
labeled with the appropriate contract number and person incurring the
expense. The documentation should be attached to the Provider's monthly
invoice.