EXHIBIT 10.9

                          REGISTRATION RIGHTS AGREEMENT


     REGISTRATION  RIGHTS  AGREEMENT  dated  this 21st day of March  1997  (this
"Agreement"),  between  EARTH  SCIENCES,  INC.,  a  Colorado  Corporation,  with
principal executive offices located at 910 12th Street,  Golden,  Colorado 80401
(the "Company"), and the undersigned (the "Initial Investor").

                              W I T N E S S E T H:

     WHEREAS,  upon the terms and subject to the  conditions  of the  Securities
Purchase  Agreement dated March 21, 1997,  between the Initial  Investor and the
Company (the "Securities Purchase  Agreement"),  the Company has agreed to issue
and sell to the Initial Investor $2,510,000 aggregate principal amount of its 4%
Convertible  Debentures due March 31, 1999 (the  "Debentures")  which,  upon the
terms and subject to the conditions thereof,  are convertible into shares of the
common stock, $.01 par value, of the Company (the "Common Stock"); and

     WHEREAS,  to induce  the  Initial  Investor  to  execute  and  deliver  the
Securities Purchase Agreement, the Company has agreed to provide with respect to
the Common Stock issued or issuable upon  conversion of the  Debentures  certain
registration rights under the Securities Act;

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein,  the parties  hereto,  intending to be legally bound,  hereby
agree as follows:

     1. Definitions.

     (a) As used in this Agreement, the following terms shall have the meanings:

                    (i)  "Affiliate"  of any  specified  Person  means any other
         Person who directly,  or indirectly through one or more intermediaries,
         is in control of, is  controlled  by, or is under common  control with,
         such specified  Person.  For purposes of this definition,  control of a
         Person means the power, directly or indirectly,  to direct or cause the
         direction of the management and policies of or otherwise; and the terms
         "controlling" and "controlled" have the respective meanings correlative
         to the foregoing.


                                        

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                   (ii)    "Commission" means the Securities and Exchange
         Commission.

                  (iii)  "Exchange  Act" means the  Securities  Exchange  Act of
         1934,  as  amended,  and the rules and  regulations  of the  Commission
         thereunder, or any similar successor statute.

                   (iv) "Investor" means the Initial Investor and any transferee
         or assignee of Registrable Securities who agrees to become bound by all
         of the  terms and  provisions  of this  Agreement  in  accordance  with
         Section 8 hereof.

                    (v) "Person" means any individual, partnership, corporation,
         limited liability  company,  joint stock company,  association,  trust,
         unincorporated  organization,  or a  government  or agency or political
         subdivision thereof.

                   (vi) "Prospectus"  means the prospectus  (including,  without
         limitation,  any preliminary  prospectus and any final prospectus filed
         pursuant  to Rule  424(b)  under  the  Securities  Act,  including  any
         prospectus  that  discloses  information   previously  omitted  from  a
         prospectus  filed as part of an  effective  registration  statement  in
         reliance  on Rule  430A  under  the  Securities  Act)  included  in the
         Registration  Statement,  as amended or  supplemented by any prospectus
         supplement  with respect to the terms of the offering of any portion of
         the Registrable Securities covered by the Registration Statement and by
         all other amendments and supplements to such prospectus,  including all
         material incorporated by reference in such prospectus and all documents
         filed  after  the date of such  prospectus  by the  Company  under  the
         Exchange Act and incorporated by reference therein.

                  (vii)  "Registrable  Securities" means the Common Stock issued
         or issuable upon conversion of the  Debentures;  provided,  however,  a
         share of Common  Stock shall  cease to be a  Registrable  Security  for
         purposes of this Agreement when it no longer is a Restricted Security.


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                 (viii) "Registration  Statement" means a registration statement
         of the Company filed on an  appropriate  form under the  Securities Act
         providing  for the  registration  of, and the sale on a  continuous  or
         delayed  basis by the  holders  of, all of the  Registrable  Securities
         pursuant to Rule 415 under the Securities Act, including the Prospectus
         contained  therein and forming a part thereof,  any  amendments to such
         registration  statement and  supplements  to such  Prospectus,  and all
         exhibits  and  other  material   incorporated   by  reference  in  such
         registration statement.

                   (ix)  "Restricted  Security"  means any share of Common Stock
         issued or issuable upon  conversion of the  Debentures  except any such
         share  that  (i)  has  been   registered   pursuant  to  an   effective
         registration  statement  under the  Securities Act and sold in a manner
         contemplated by the Prospectus included in the Registration  Statement,
         (ii) has been  transferred in compliance with the resale  provisions of
         Rule 144 under the Securities Act (or any successor  provision thereto)
         or is  transferable  pursuant  to  paragraph  (k) of Rule 144 under the
         Securities Act (or any successor provision thereto), or (iii) otherwise
         has been  transferred  and a new share of Common  Stock not  subject to
         transfer restrictions under the Securities Act has been delivered by or
         on behalf of the Company.

                    (x)  "Securities  Act" means the  Securities Act of 1933, as
         amended, and the rules and regulations of the Commission thereunder, or
         any similar successor statute.

     (b) All  capitalized  terms used and not defined herein have the respective
meaning assigned to them in the Securities Purchase Agreement.

     2. Registration.

     (a) Filing and Effectiveness of Registration  Statement.  The Company shall
prepare  and file  with the  Commission  not  later  than the 30th day after the
Closing  Date, a  Registration  Statement  relating to the offer and sale of the
Registrable Securities and shall use its best efforts to cause the Commission to
declare  such  Registration  Statement  effective  under the  Securities  Act as
promptly as  practicable  but not later than 90 days after the Closing  Date (as
defined in the Securities  Purchase  Agreement),  assuming for purposes hereof a
Conversion Price under the Debentures of $1.50 per share.


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     (b)  Underwritten  Offering.  If the  offering  pursuant to a  Registration
Statement contemplated by Section 2(a) hereof involves an underwritten offering,
the  Investors who hold a  majority-in-interest  of the  Registrable  Securities
subject to such  underwritten  offering shall have the right to select one legal
counsel to represent their interests,  and an investment banker (or bankers) and
manager (or managers) to administer the offering,  which  investment  banker (or
bankers)  or manager  (or  managers)  shall be  reasonably  satisfactory  to the
Company.  The  Investors who hold the  Registrable  Securities to be included in
such underwriting  shall pay all underwriting  discounts and commissions of such
investment  banker (or  bankers)  and  manager  (or  managers)  so  selected  in
accordance with this Section 2(b) with respect to their Registrable Securities.

     (c)  Registration  Default.  If the  Registration  Statement  covering  the
Registrable  Securities  required to be filed by the Company pursuant to Section
2(a) hereof is not declared  effective by the  Commission  within 120 days after
the Closing Date (the "Initial Date"),  then the Company shall make the payments
to the Initial Investor as provided in the next sentence.  The amount to be paid
by  the  Company  to  the  Initial  Investor  shall  be  determined  as of  each
Computation Date, and such amount shall be equal to 2% of the Purchase Price (as
defined in the Securities Purchase Agreement) from the Initial Date to the first
Computation  Date,  and 3% of the  Purchase  Price  for  each  Computation  Date
thereafter, calculated on a pro rata basis to the date on which the Registration
Statement is declared effective by the Commission (the "Periodic  Amount").  The
full  Periodic  Amount  shall be paid by the Company to the Initial  Investor by
wire  transfer  of  immediately  available  funds  within  three days after each
Computation Date.

     As used in this Section 2(c), "Computation Date" means the date which is 30
days after the Initial Date and, if the  Registration  Statement  required to be
filed by the Company  pursuant to Section 2(a) has not theretofore been declared
effective by the  Commission,  and each date which is 30 days after the previous
Computation Date until such Registration Statement is so declared effective.

     (d)  Eligibility  for Use of Form S-3. The Company agrees that at such time
as it meets all the  requirements  for the use of  Securities  Act  Registration

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Statement on Form S-3 it shall file all reports and  information  required to be
filed  by it with the  Commission  in a timely  manner  and take all such  other
action so as to maintain such eligibility for the use of such form.

     (e) In the event the Current Market Price under the Debentures  declines to
$2.25,  the Company shall file an  additional  Registration  Statement  with the
Commission  for such  additional  number of  Registrable  Securities as would be
issuable upon  conversion  of the  Debentures,  in addition to those  previously
registered,  assuming a Conversion  Price of $.75 per share.  The Company  shall
prepare and file with the Commission not later than the 30th day  thereafter,  a
Registration  Statement  relating  to the  offer  and  sale of such  Registrable
Securities  and shall use its best  efforts to cause the  Commission  to declare
such  Registration  Statement  effective under the Securities Act as promptly as
practicable but not later than 60 days thereafter.

     3.  Obligations of the Company.  In connection with the registration of the
Registrable Securities, the Company shall:

     (a)  Promptly  (i) prepare  and file with the  Commission  such  amendments
(including   post-effective   amendments)  to  the  Registration  Statement  and
supplements  to the  Prospectus  as may be  necessary  to keep the  Registration
Statement  continuously  effective and in compliance  with the provisions of the
Securities  Act applicable  thereto so as to permit the Prospectus  forming part
thereof to be current and useable by  Investors  for resales of the  Registrable
Securities  for a period  of two years  from the date on which the  Registration
Statement is first declared  effective by the Commission (the "Effective  Time")
or such shorter period that will terminate when all the  Registrable  Securities
covered  by the  Registration  Statement  have been  sold  pursuant  thereto  in
accordance with the plan of distribution provided in the Prospectus, transferred
pursuant to Rule 144 under the  Securities  Act or  otherwise  transferred  in a
manner that  results in the delivery of new  securities  not subject to transfer
restrictions under the Securities Act (the "Registration  Period") and (ii) take
all  lawful  action  such that each of (A) the  Registration  Statement  and any
amendment  thereto  does  not,  when it  becomes  effective,  contain  an untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein or necessary to make the statements  therein,  not misleading and
(B) the Prospectus  forming part of the  Registration  Statement,  and any

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amendment or supplement  thereto,  does not at any time during the  Registration
Period  include  an  untrue  statement  of a  material  fact or omit to  state a
material fact required to be stated  therein or necessary to make the statements
therein,  in  light  of the  circumstances  under  which  they  were  made,  not
misleading.  Notwithstanding the foregoing  provisions of this Section 3(a), the
Company may, during the Registration  Period,  suspend the use of the Prospectus
for a period not to exceed 30 days (whether or not  consecutive) in any 12-month
period if the Board of  Directors of the Company  determines  in good faith that
because of valid business  reasons,  including pending mergers or other business
combination  transactions,  the planned  acquisition  or  divestiture of assets,
pending material  corporate  developments and similar events,  it is in the best
interests of the Company to suspend such use, and prior to or  contemporaneously
with suspending such use the Company  provides the Investors with written notice
of such suspension, which notice need not specify the nature of the event giving
rise to such suspension.  At the end of any such suspension  period, the Company
shall  provide the  Investors  with written  notice of the  termination  of such
suspension.

     (b) During the  Registration  Period,  comply  with the  provisions  of the
Securities Act with respect to the disposition of all Registrable  Securities of
the Company covered by the Registration Statement until such time as all of such
Registrable  Securities  have been disposed of in  accordance  with the intended
methods of disposition  by the Investors as set forth in the Prospectus  forming
part of the Registration Statement;

     (c) (i)  Prior  to the  filing  with  the  Commission  of any  Registration
Statement (including any amendments thereto) and the distribution or delivery of
any Prospectus (including any supplements thereto), provide draft copies thereof
to the  Investors  and  reflect  in such  documents  all  such  comments  as the
Investors  (and their  counsel)  reasonably may propose and (ii) furnish to each
Investor whose Registrable Securities are included in the Registration Statement
and its legal counsel identified to the Company,  (A) promptly after the same is
prepared and publicly distributed, filed with the Commission, or received by the
Company,  one copy of the  Registration  Statement,  each  Prospectus,  and each
amendment or supplement thereto, and (B) such number of copies of the Prospectus
and all amendments and supplements thereto and such other documents, as such

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Investor may reasonably  request in order to facilitate  the  disposition of the
Registrable Securities owned by such Investor;

     (d) (i)  Register  and qualify the  Registrable  Securities  covered by the
Registration  Statement  under  such  securities  or  "blue  sky"  laws  of such
jurisdictions  as  the  Investors  who  hold  a   majority-in-interest   of  the
Registrable  Securities being offered reasonably request,  (ii) prepare and file
in such jurisdictions such amendments (including post-effective  amendments) and
supplements  to such  registrations  and  qualifications  as may be necessary to
maintain the effectiveness  thereof at all times during the Registration Period,
(iii) take all such other lawful  actions as may be  necessary to maintain  such
registrations and  qualifications in effect at all times during the Registration
Period,  and (iv) take all such other  lawful  actions  reasonably  necessary or
advisable to qualify the Registrable  Securities for sale in such jurisdictions;
provided,  however,  that  the  Company  shall  not be  required  in  connection
therewith  or as a  condition  thereto  to (A)  qualify  to do  business  in any
jurisdiction  where it would not  otherwise  be required to qualify but for this
Section 3(d), (B) subject itself to general taxation in any such jurisdiction or
(C) file a general consent to service of process in any such jurisdiction;

     (e) As promptly as practicable  after becoming aware of such event,  notify
each  Investor  of the  occurrence  of any  event,  as a  result  of  which  the
Prospectus included in the Registration  Statement,  as then in effect, includes
an  untrue  statement  of a  material  fact or omits to  state a  material  fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the  circumstances  under  which they were made,  not  misleading,  and
promptly  prepare an amendment to the  Registration  Statement and supplement to
the  Prospectus  to correct such untrue  statement  or  omission,  and deliver a
number of copies of such  supplement  and  amendment  to each  Investor  as such
Investor may reasonably request;

     (f) As promptly as practicable  after becoming aware of such event,  notify
each Investor who holds  Registrable  Securities being sold (or, in the event of
an  underwritten  offering,  the managing  underwriters)  of the issuance by the
Commission  of any stop order or other  suspension of the  effectiveness  of the
Registration  Statement at the earliest possible time and take all lawful action
to effect  the  withdrawal,  recession  or  removal  of such stop order or other
suspension;

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     (g) (i) Cause all the Registrable  Securities  covered by the  Registration
Statement  to be listed  on the  principal  national  securities  exchange,  and
included in an inter-dealer quotation system of a registered national securities
association, on or in which securities of the same class or series issued by the
Company are then listed or included;

     (h) Maintain a transfer agent and registrar,  which may be a single entity,
for  the  Registrable  Securities  not  later  than  the  effective  date of the
Registration Statement;

     (i)  Cooperate  with the Investors who hold  Registrable  Securities  being
offered to facilitate the timely  preparation and delivery of  certificates  for
the Registrable  Securities to be offered pursuant to the Registration Statement
and  enable  such  certificates  for the  Registrable  Securities  to be in such
denominations  or amounts,  as the case may be, as the Investors  reasonably may
request and registered in such names as the Investors may request;  and,  within
three business days after a Registration  Statement  which includes  Registrable
Securities  is declared  effective  by the  Commission,  deliver and cause legal
counsel  selected  by the  Company  to  deliver  to the  transfer  agent for the
Registrable   Securities  (with  copies  to  the  Investors  whose   Registrable
Securities  are  included  in  such   Registration   Statement)  an  appropriate
instruction and opinion of such counsel;

     (j) Take all such other lawful actions necessary to expedite and facilitate
the disposition by the Investors of their  Registrable  Securities in accordance
with the intended methods therefor provided in the Prospectus.

     (k) Make generally available to its securityholders as soon as practicable,
but in any event  not later  than 18  months  after (i) the  effective  date (as
defined in Rule 158(c) under the Securities Act) of the Registration  Statement,
(ii) the effective  date of each  post-effective  amendment to the  Registration
Statement,  and (iii) the date of each filing by the Company with the Commission
of its  Annual  Report on Form 10-K or 10-KSB,  as the case may be, an  earnings
statement of the Company and its  subsidiaries  complying  with Section 11(a) of
the  Securities Act and the rules and  regulations of the Commission  thereunder
(including, at the option of the Company, Rule 158);

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     (l)  In  the  event  of  an  underwritten  offering,  promptly  include  or
incorporate  in a  Prospectus  supplement  or  post-effective  amendment  to the
Registration  Statement such information as the managers reasonably agree should
be included therein and to which the Company does not reasonably object and make
all required filings of such Prospectus  supplement or post-effective  amendment
as soon as  practicable  after it is  notified  of the matters to be included or
incorporated in such Prospectus supplement or post-effective amendment;

     (m)  Enter  into  such  customary  agreements  (including  an  underwriting
agreement in customary form in the event of an  underwritten  offering) and take
all such other lawful action to expedite and  facilitate  the  registration  and
disposition of the Registrable  Securities,  and in connection therewith,  if an
underwriting   agreement   is   entered   into,   cause  the  same  to   contain
indemnification  provisions and procedures  substantially identical to those set
forth in this Agreement;

     (n)  (i)  Make  reasonably  available  for  inspection  by  Investors,  any
underwriter  participating  in any  disposition  pursuant  to  the  Registration
Statement,  and  any  attorney,  accountant  or  other  agent  retained  by such
Investors or any such  underwriter  all relevant  financial  and other  records,
pertinent   corporate   documents   and   properties  of  the  Company  and  its
subsidiaries,  and (ii) cause the Company's officers, directors and employees to
supply  all  information  reasonably  requested  by such  Investors  or any such
underwriter,  attorney,  accountant or agent in connection with the Registration
Statement, in each case, as is customary for similar due diligence examinations;
provided,  however,  that  all  records,  information  and  documents  that  are
designated  in  writing  by  the  Company,   in  good  faith,  as  confidential,
proprietary  or containing  any material  non-public  information  shall be kept
confidential by such Investors and any such underwriter, attorney, accountant or
agent (pursuant to an appropriate  confidentiality  agreement in the case of any
such  holder or agent),  unless  such  disclosure  is made  pursuant to judicial
process in a court  proceeding  (after first  giving the Company an  opportunity
promptly  to seek a  protective  order  or  otherwise  limit  the  scope  of the
information  sought to be  disclosed)  or is required  by law, or such  records,
information or documents become available to the public generally or through a

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third party not in violation of an accompanying  obligation of  confidentiality;
and provided further that, if the foregoing inspection and information gathering
would otherwise disrupt the Company's  conduct of its business,  such inspection
and information  gathering shall, to the maximum extent possible, be coordinated
on behalf of the Investors and the other parties entitled thereto by one firm of
counsel designed by and on behalf of the Investors and other parties;

     (o) In connection with any underwritten offering, make such representations
and warranties to the Investors  participating in such underwritten offering and
to the managers,  in form,  substance and scope as are  customarily  made by the
Company to underwriters in secondary underwritten offerings;

     (p) In  connection  with any  underwritten  offering,  obtain  opinions  of
counsel  to the  Company  (which  counsel  and  opinions  (in  form,  scope  and
substance)  shall be reasonably  satisfactory to the managers)  addressed to the
underwriters,  covering  such  matters as are  customarily  covered in  opinions
requested in secondary  underwritten  offerings and such other matters as may be
reasonably  requested  by the  managers  (it being agreed that the matters to be
covered by such opinions shall include,  without  limitation,  as of the date of
the opinion and as of the Effective Time of the  Registration  Statement or most
recent  post-effective  amendment thereto,  as the case may be, the absence from
the  Registration   Statement  and  the  Prospectus,   including  any  documents
incorporated by reference therein,  of an untrue statement of a material fact or
the omission of a material  fact  required to be stated  therein or necessary to
make the  statements  therein  (in the case of the  Prospectus,  in light of the
circumstances  under which they were made) not misleading,  subject to customary
limitations;

     (q) In connection  with any  underwritten  offering,  obtain "cold comfort"
letters and updates  thereof  from the  independent  public  accountants  of the
Company (and, if  necessary,  from the  independent  public  accountants  of any
subsidiary  of the Company or of any business  acquired by the Company,  in each
case for which  financial  statements and financial data are, or are required to
be,  included in the  Registration  Statement),  addressed  to each  underwriter
participating  in such  underwritten  offering (if such underwriter has provided
such letter,  representations  or documentation,  if any, required for such cold
comfort  letter to be so addressed),  in customary form and covering  matters of
the type  customarily  covered  in "cold  comfort"  letters in  connection  with
secondary underwritten offerings;


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     (r) In connection with any  underwritten  offering,  deliver such documents
and certificates as may be reasonably required by the managers, if any.

     (s) In the event that any  broker-dealer  registered under the Exchange Act
shall  be an  "Affiliate"  (as  defined  in Rule  2729(b)(1)  of the  rules  and
regulations of the National  Association of Securities Dealers,  Inc. (the "NASD
Rules") (or any successor  provision thereto)) of the Company or has a "conflict
of interest" (as defined in Rule  2720(b)(7) of the NASD Rules (or any successor
provision  thereto)) and such broker-dealer  shall underwrite,  participate as a
member  of  an  underwriting  syndicate  or  selling  group  or  assist  in  the
distribution  of  any  Registrable   Securities   covered  by  the  Registration
Statement,  whether  as a  holder  of  such  Registrable  Securities  or  as  an
underwriter,  a  placement  or sales  agent or a broker  or  dealer  in  respect
thereof, or otherwise,  the Company shall assist such broker-dealer in complying
with the requirements of the NASD Rules, including,  without limitation,  by (A)
engaging a "qualified  independent  underwriter" (as defined in Rule 2720(b)(15)
of the NASD Rules (or any successor  provision  thereto)) to  participate in the
preparation  of  the  Registration   Statement   relating  to  such  Registrable
Securities,  to exercise usual standards of due diligence in respect thereof and
to recommend  the public  offering  price of such  Registrable  Securities,  (B)
indemnifying  such  qualified  independent  underwriter  to  the  extent  of the
indemnification of underwriters  provided in Section 5 hereof, and (C) providing
such  information  to such  broker-dealer  as may be  required in order for such
broker-dealer to comply with the requirements of the NASD Rules.

     4. Obligations of the Investors. In connection with the registration of the
Registrable Securities, the Investors shall have the following obligations:

     (a) It shall be a condition  precedent to the obligations of the Company to
complete  the  registration  pursuant  to this  Agreement  with  respect  to the
Registrable Securities of a particular Investor that such Investor shall furnish
to the Company such information  regarding  itself,  the Registrable  Securities
held by it and the intended method of disposition of the Registrable  Securities
held by it as shall be reasonably required to effect the registration of such

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Registrable  Securities and shall execute such documents in connection with such
registration as the Company may reasonably request. As least seven days prior to
the first  anticipated  filing date of the Registration  Statement,  the Company
shall notify each  Investor of the  information  the Company  requires from each
such Investor (the "Requested  Information") if such Investor elects to have any
of its Registrable  Securities  included in the  Registration  Statement.  If at
least two business days prior to the anticipated filing date the Company has not
received  the  Requested   Information  from  an  Investor  (a   "Non-Responsive
Investor"),  then  the  Company  may  file the  Registration  Statement  without
including Registrable Securities of such Non-Responsive Investor;

     (b) Each Investor by its acceptance of the Registrable Securities agrees to
cooperate with the Company in connection  with the preparation and filing of the
Registration Statement hereunder,  unless such Investor has notified the Company
in writing of its election to exclude all of its Registrable Securities from the
Registration Statement; and

     (c) Each Investor  agrees that, upon receipt of any notice from the Company
of the occurrence of any event of the kind described in Section 3(e) or 3(f), it
shall immediately discontinue its disposition of Registrable Securities pursuant
to the Registration  Statement  covering such Registrable  Securities until such
Investor's  receipt of the  copies of the  supplemented  or  amended  Prospectus
contemplated  by Section 3(e) and, if so directed by the Company,  such Investor
shall  deliver to the Company (at the  expense of the  Company) or destroy  (and
deliver  to the  Company  a  certificate  of  destruction)  all  copies  in such
Investor's  possession,  of the Prospectus covering such Registrable  Securities
current at the time of receipt of such notice.

     5.  Expenses  of  Registration.   All  expenses,  other  than  underwriting
discounts and commissions, incurred in connection with registrations, filings or
qualifications  pursuant to Section 3, but including,  without  limitation,  all
registration,  listing,  and  qualifications  fees,  printing and  engraving and
accounting fees, and the fees and disbursements of counsel for the Company,  and
the fees of one firm of counsel to the holders of a majority-in-interest  of the
Registrable Securities shall be borne by the Company.

     6. Indemnification and Contribution.

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     (a) The Company  shall  indemnify  and hold harmless each Investor and each
underwriter,   if  any,  which   facilitates   the  disposition  of  Registrable
Securities,  and each of their respective officers and directors and each person
who controls  such Investor or  underwriter  within the meaning of Section 15 of
the  Securities  Act or Section 20 of the  Exchange  Act (each such person being
sometimes  hereinafter referred to as an "Indemnified  Person") from and against
any losses,  claims,  damages or  liabilities,  joint or several,  to which such
Indemnified  Person may become  subject under the  Securities  Act or otherwise,
insofar as such losses,  claims,  damages or liabilities  (or actions in respect
thereof)  arise out of or are based upon an untrue  statement or alleged  untrue
statement  of a material  fact  contained  in any  Registration  Statement or an
omission or alleged  omission to state  therein a material  fact  required to be
stated therein or necessary to make the statements therein,  not misleading,  or
arise out of or are based upon an untrue  statement or alleged untrue  statement
of a  material  fact  contained  in any  Prospectus  or an  omission  or alleged
omission  to state  therein a material  fact  required  to be stated  therein or
necessary  to make the  statements  therein,  in the light of the  circumstances
under which they were made,  not  misleading;  and the Company  hereby agrees to
reimburse such Indemnified  Person for all legal and other expenses  incurred by
them in connection with  investigating  or defending any such action or claim as
and when such expenses are incurred;  provided,  however, that the Company shall
not be liable to any such Indemnified Person in any such case to the extent that
any such loss, claim,  damage or liability arises out of or is based upon (i) an
untrue  statement or alleged untrue statement made in, or an omission or alleged
omission from, such Registration Statement or Prospectus in reliance upon and in
conformity with written information furnished to the Company by such Indemnified
Person  expressly  for use therein or (ii) in the case of the  occurrence  of an
event of the type specified in Section 3(e), the use by the  Indemnified  Person
of an outdated or  defective  Prospectus  after the Company has provided to such
Indemnified  Person an updated  Prospectus  correcting  the untrue  statement or
alleged  untrue  statement or omission or alleged  omission  giving rise to such
loss, claim, damage or liability.

     (b)  Indemnification  by the  Investors  and  Underwriters.  Each  Investor
agrees,  as a consequence of the inclusion of any of its Registrable  Securities
in a Registration Statement, and each underwriter, if any, which facilitates the
disposition  of  Registrable   Securities  shall  agree,  as  a  consequence  of

                                       13

<PAGE>

facilitating  such  disposition  of  Registrable  Securities,  severally and not
jointly,  to  (i)  indemnify  and  hold  harmless  the  Company,  its  directors
(including any person who, with his or her consent, is named in the Registration
Statement  as a director  nominee of the  Company),  its  officers  who sign any
Registration  Statement and each person, if any, who controls the Company within
the  meaning  of either  Section 15 of the  Securities  Act or Section 20 of the
Exchange Act,  against any losses,  claims,  damages or liabilities to which the
Company or such other persons may become  subject,  under the  Securities Act or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect  thereof) arise out of or are based upon an untrue  statement or alleged
untrue statement of a material fact contained in such Registration  Statement or
Prospectus or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the  statements  therein  (in light of the  circumstances  under which they were
made,  in the  case of the  Prospectus),  not  misleading,  in each  case to the
extent,  but only to the extent,  that such untrue  statement or alleged  untrue
statement  or omission  or alleged  omission  was made in  reliance  upon and in
conformity with written  information  furnished to the Company by such holder or
underwriter  expressly for use therein,  and (ii)  reimburse the Company for any
legal or other expenses incurred by the Company in connection with investigating
or defending any such action or claim as such expenses are incurred.

     (c) Notice of  Claims,  etc.  Promptly  after  receipt  by a party  seeking
indemnification  pursuant to this Section 6 (an "Indemnified  Party") of written
notice of any  investigation,  claim,  proceeding  or other action in respect of
which  indemnification is being sought (each, a "Claim"),  the Indemnified Party
promptly  shall notify the party against whom  indemnification  pursuant to this
Section  6 is  being  sought  (the  "Indemnifying  Party")  of the  commencement
thereof;  but the omission to so notify the Indemnifying Party shall not relieve
it from any  liability  that it  otherwise  may have to the  Indemnified  Party,
except to the extent that the  Indemnifying  Party is materially  prejudiced and
forfeits  substantive  rights  and  defenses  by  reason  of  such  failure.  In
connection  with any  Claim as to which  both  the  Indemnifying  Party  and the
Indemnified  Party are  parties,  the  Indemnifying  Party  shall be entitled to
assume the defense thereof. Notwithstanding the assumption of the defense of any
Claim by the Indemnifying  Party, the Indemnified  Party shall have the right to
employ separate legal counsel and to participate in the defense of such Claim,

                                       14

<PAGE>

and the Indemnifying Party shall bear the reasonable fees,  out-of-pocket  costs
and expenses of such  separate  legal counsel to the  Indemnified  Party if (and
only if): (x) the  Indemnifying  Party shall have agreed to pay such fees, costs
and  expenses,  (y) the  Indemnified  Party  and the  Indemnifying  Party  shall
reasonably have concluded that  representation  of the Indemnified  Party by the
Indemnifying  Party by the same legal  counsel would not be  appropriate  due to
actual or, as reasonably  determined by legal counsel to the Indemnified  Party,
potentially  differing  interests  between  such  parties in the  conduct of the
defense  of such  Claim,  or if there  may be legal  defenses  available  to the
Indemnified  Party that are in addition to or disparate from those  available to
the  Indemnifying  Party,  or (z) the  Indemnifying  Party  shall have failed to
employ legal counsel  reasonably  satisfactory to the Indemnified Party within a
reasonable period of time after notice of the commencement of such Claim. If the
Indemnified Party employs separate legal counsel in circumstances  other than as
described in clauses (x), (y) or (z) above, the fees, costs and expenses of such
legal counsel shall be borne  exclusively by the  Indemnified  Party.  Except as
provided above, the  Indemnifying  Party shall not, in connection with any Claim
in the same  jurisdiction,  be liable for the fees and expenses of more than one
firm of counsel for the  Indemnified  Party  (together  with  appropriate  local
counsel). The Indemnifying Party shall not, without the prior written consent of
the  Indemnifying  Party (which  consent  shall not  unreasonably  be withheld),
settle or compromise any Claim or consent to the entry of any judgment that does
not  include  an  unconditional  release  of the  Indemnifying  Party  from  all
liabilities with respect to such Claim or judgment.

     (d) Contribution.  If the indemnification provided for in this Section 6 is
unavailable  to or  insufficient  to hold harmless an  Indemnified  Person under
subsection  (a) or (b)  above in  respect  of any  losses,  claims,  damages  or
liabilities  (or actions in respect  thereof)  referred  to  therein,  then each
Indemnifying  Party  shall  contribute  to the  amount  paid or  payable by such
Indemnified Party as a result of such losses, claims, damages or liabilities (or
actions in respect  thereof) in such proportion as is appropriate to reflect the
relative fault of the Indemnifying Party and the Indemnified Party in connection
with the statements or omissions which resulted in such losses,  claims, damages
or liabilities  (or actions in respect  thereof);  as well as any other relevant
equitable  considerations.  The relative  fault of such  Indemnifying  Party and
Indemnified Party shall be determined by reference  to, among other things,

                                       15

<PAGE>

whether the untrue or alleged untrue statement of a material fact or omission or
alleged  omission to state a material  fact relates to  information  supplied by
such Indemnified  Party or by such Indemnified  Party, and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement or omission.  The parties hereto agree that it would not be just
and equitable if  contribution  pursuant to this Section 6(d) were determined by
pro rata allocation (even if the Investors or any  underwriters  were treated as
one entity for such purpose) or by any other method of allocation which does not
take account of the equitable  considerations  referred to in this Section 6(d).
The amount  paid or payable by an  Indemnified  Party as a result of the losses,
claims, damages or liabilities (or actions in respect thereof) referred to above
shall be  deemed  to  include  any legal or other  fees or  expenses  reasonably
incurred by such indemnified party in connection with investigating or defending
any such  action or  claim.  No person  guilty of  fraudulent  misrepresentation
(within the meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation. The obligations of the Investors and any underwriters in this
Section 6(d) to contribute  shall be several in proportion to the  percentage of
Registrable  Securities registered or underwritten,  as the case may be, by them
and not joint.

     (e)  Notwithstanding  any other  provision  of this  Section 6, in no event
shall any (i)  Investor be required to  undertake  liability to any person under
this Section 6 for any amounts in excess of the dollar amount of the proceeds to
be  received  by such  Investor  from  the sale of such  Investor's  Registrable
Securities  (after  deducting  any fees,  discounts and  commissions  applicable
thereto)  pursuant to any  Registration  Statement under which such  Registrable
Securities are to be registered under the Securities Act and (ii) underwriter be
required  to  undertake  liability  to any Person  hereunder  for any amounts in
excess of the aggregate  discount,  commission or other compensation  payable to
such underwriter with respect to the Registrable  Securities  underwritten by it
and distributed pursuant to the Registration Statement.

     (f) The  obligations  of the  Company  under  this  Section  6 shall  be in
addition  to  any  liability  which  the  Company  may  otherwise  have  to  any
Indemnified  Person and the  obligations  of any  Indemnified  Person under this


                                       16

<PAGE>

Section 6 shall be in addition to any liability  which such  Indemnified  Person
may otherwise have to the Company.  The remedies  provided in this Section 6 are
not exclusive and shall not limit any rights or remedies  which may otherwise be
available to an indemnified party at law or in equity.

     7. Rule 144. With a view to making  available to the Investors the benefits
of Rule 144 under the  Securities Act or any other similar rule or regulation of
the Commission  that may at any time permit the Investors to sell  securities of
the Company to the public without  registration ("Rule 144"), the Company agrees
to:

     (a) comply with the provisions of paragraph (c)(1) of Rule 144; and

     (b) file with the  Commission  in a timely  manner  all  reports  and other
documents  required to be filed by the  Company  pursuant to Section 13 or 15(d)
under the Exchange Act; and

     8.  Assignment.  The  rights  to  have  the  Company  register  Registrable
Securities  pursuant to this Agreement  shall be  automatically  assigned by the
Investors to any transferee of all or any portion of such  securities (or all or
any portion of any  Debenture  of the  Company  which is  convertible  into such
securities)  of  Registrable  Securities  only if:  (a) the  Investor  agrees in
writing with the  transferee  or assignee to assign such  rights,  and a copy of
such agreement is furnished to the Company  within a reasonable  time after such
assignment,  (b) the Company is, within a reasonable time after such transfer or
assignment,  furnished  with written  notice of (i) the name and address of such
transferee  or  assignee  and (ii) the  securities  with  respect  to which such
registration rights are being transferred or assigned, (c) immediately following
such transfer or  assignment,  the  securities so transferred or assigned to the
transferee or assignee constitute  Restricted  Securities,  and (d) at or before
the time the Company  received the written notice  contemplated by clause (b) of
this sentence the  transferee or assignee  agrees in writing with the Company to
be bound by all of the provisions contained herein.

     9. Amendment and Waiver. Any provision of this Agreement may be amended and
the  observance  thereof  may be waived  (either  generally  or in a  particular
instance and either retroactively or prospectively), only with the written

                                       17

<PAGE>


consent of the  Company and  Investors  who hold a  majority-in-interest  of the
Registrable Securities. Any amendment or waiver effected in accordance with this
Section 9 shall be binding upon each Investor and the Company.

     10. Miscellaneous.

     (a) A person  or  entity  shall be  deemed  to be a holder  of  Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable  Securities,  the Company shall act upon the basis of  instructions,
notice  or  election  received  from the  registered  owner of such  Registrable
Securities.

     (b) If,  after  the date  hereof,  the  Company  grants to any  Person  any
registration  Rights  with  respect  to any  Company  securities  which are more
favorable to such other Person than those provided in this  Agreement,  then the
Company  forthwith  shall grant (by means of an amendment  to this  Agreement or
otherwise) identical registration rights to all Investors hereunder.

     (c) Notices required or permitted to be given hereunder shall be in writing
and shall be deemed to be sufficiently given when personally delivered (by hand,
by courier, by telephone line facsimile transmission, receipt confirmed) or sent
by certified mail, return receipt requested,  properly addressed and with proper
postage  pre-paid  (i) if to the  Company,  to EARTH  SCIENCES,  INC.,  910 12th
Street,  Golden,  Colorado 80401 ATT: President,  with a copy to Parcel,  Mauro,
Hultin & Spaanstra,  1801 California Street, Suite 3600, Denver, Colorado 80202,
ATT: Scott Reid, Esq., (ii) if to the Initial Investor, at the address set forth
in the Securities Purchase Agreement and (iii) if to any other Investor, at such
address as such Investor  shall have  provided in writing to the Company,  or at
such other  address as each such party  furnishes by notice given in  accordance
with this Section 10(b), and shall be effective, when personally delivered, upon
receipt and,  when so sent by certified  mail,  four calendar days after deposit
with the United States Postal Service.

     (d)  Failure  of any  party to  exercise  any right or  remedy  under  this
Agreement or otherwise,  or delay by a party in exercising such right or remedy,
shall not operate as a waiver thereof.

                                       18

<PAGE>

     (e) This Agreement  shall be governed by and interpreted in accordance with
the  laws  of the  State  of New  York.  Each  of the  parties  consents  to the
jurisdiction  of the federal  courts whose  districts  encompass any part of the
City of New York or the state  courts of the  State of New York  sitting  in the
City of New York in connection with any dispute arising under this Agreement and
hereby waives,  to the maximum extent permitted by law, any objection  including
any  objection  based on  forum  non  conveniens,  to the  bringing  of any such
proceeding  in such  jurisdictions.  A  facsimile  transmission  of this  signed
Agreement shall be legal and binding on all parties  hereto.  This Agreement may
be  signed  in one or more  counterparts,  each of  which  shall  be  deemed  an
original.  The headings of this  Agreement are for  convenience of reference and
shall not form part of, or affect the interpretation of, this Agreement.  If any
provision  of  this  Agreement  shall  be  invalid  or   unenforceable   in  any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or  enforceability  of the  remainder  of  this  Agreement  or the  validity  or
enforceability of this Agreement in any other  jurisdiction.  This Agreement may
be amended only by an  instrument  in writing  signed by the party to be charged
with   enforcement.   This  Agreement   supersedes  all  prior   agreements  and
understandings  among the  parties  hereto with  respect to the  subject  matter
hereof.

     (f) This  Agreement  constitutes  the entire  agreement  among the  parties
hereto with respect to the subject  matter  hereof.  There are no  restrictions,
promises, warranties or undertakings,  other than those set forth or referred to
herein.  This Agreement  supersedes all prior agreements and undertakings  among
the parties hereto with respect to the subject matter hereof.

     (g) Subject to the  requirements of Section 9 hereof,  this Agreement shall
inure to the benefit of and be binding upon the  successors  and assigns of each
of the parties hereto.

     (h) All  pronouns  and  any  variations  thereof  refer  to the  masculine,
feminine or neuter, singular or plural, as the context may require.

     (i) The headings in this  Agreement are for  convenience  of reference only
and shall not limit or otherwise affect the meaning thereof.


                                       19

<PAGE>

     (j) The Company acknowledges that any failure by the Company to perform its
obligations  under Section 3, or any delay in such  performance  could result in
direct  damages to the Investors and the Company agrees that, in addition to any
other liability the Company may have by reason of any such failure or delay, the
Company shall be liable for all direct damages caused by such failure or delay.

     (k) This  Agreement  may be executed in two or more  counterparts,  each of
which shall be deemed an original but all of which shall  constitute one and the
same agreement.

     IN WITNESS  WHEREOF,  the parties  have caused  this  Agreement  to be duly
executed and delivered as of the date first above written.


                                   EARTH SCIENCES, INC.


                                   By:/s/ Mark H. McKinnies
                                      -----------------------------------------
                                      Name: Mark H. McKinnies
                                      Title: President


                                   THE SHAAR FUND LTD.


                                   By: /s/Jeremy Posen
                                      -----------------------------------------
                                       Name:  Jeremy Posen
                                       Title:  Secretary


                                       20