Exhibit 10.11

                SUBSCRIPTION AGREEMENT AND INVESTMENT AGREEMENT

                              EARTH SCIENCES, INC.

     THE  SECURITIES  OFFERED  HEREBY HAVE NOT BEEN  REGISTERED  WITH THE UNITED
STATES  SECURITIES AND EXCHANGE  COMMISSION OR THE SECURITIES  COMMISSION OF ANY
STATE.  THESE  SECURITIES  MAY NOT BE OFFERED OR SOLD UNLESS THE  SECURITIES ARE
REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF
THE  SECURITIES  ACT OF  1933,  AS  AMENDED  (THE  "ACT"),  IS  AVAILABLE.  THIS
SUBSCRIPTION  AGREEMENT SHALL NOT CONSTITUTE AN OFFER TO SELL NOR A SOLICITATION
OF AN OFFER TO BUY THE  SECURITIES  IN ANY  JURISDICTION  IN WHICH SUCH OFFER OR
SOLICITATION WOULD BE UNLAWFUL.

     This Subscription  Agreement and Investment  Agreement (the "Agreement") is
executed by the undersigned (the  "Subscriber") in connection with the offer and
the  subscription  of the  undersigned to purchase an aggregate of $1,000,000 of
10%  Convertible  Debentures  (the  "Debentures")  of Earth  Sciences,  Inc.,  a
Colorado  corporation (the "Company"),  at a price of $1,000,000.  The terms and
provisions of the Debentures are set forth in the form of Debenture  certificate
attached hereto as Exhibit A. The Debentures are convertible  into shares of the
Company's  $0.01 par value Common Stock (the "Stock") as provided for in Exhibit
A. The Subscriber,  in order to induce the Company to enter into the transaction
contemplated  hereby  and  acknowledging  that the  Company  will  rely  thereon
represents, warrants and agrees as follows:

          1. Offer to Subscribe; Purchase Price. The Subscriber hereby offers to
     purchase  and  subscribes  for the  Debentures  for an  aggregate  price of
     $1,000,000.  The  closing  of  the  transaction  contemplated  hereby  (the
     "Closing")  shall be deemed to occur when this  Agreement has been executed
     by both  Subscriber  and Company.  Payment  shall be made at the Closing by
     delivering  immediately  available  funds in United States  dollars by wire
     transfer for simultaneous closing by delivery of securities versus payment.
     The Company  agrees to deliver  certificates  representing  the  Debentures
     subscribed  for at the  Closing.  The date on which the  Closing  occurs is
     hereafter referred to as the Closing Date.

          2. Subscriber  Representations  and Warranties.  The Subscriber hereby
     represents and warrants to the Company as follows:

               (a) the Subscriber  has a net worth,  i.e. total assets in excess
          of total liabilities, not less than $2,500,000;

               (b) the Subscriber's  overall  commitment to investments that are
          not readily marketable is not disproportionate to the Subscriber's net
          worth, and the  Subscriber's  investment in the Company will not cause
          such overall commitment to become excessive;

               (c) the Subscriber has the financial ability to bear the economic
          risk of this  investment,  has  adequate  means of  providing  for the
          Subscriber's current needs and personal contingencies, and has no need
          for liquidity in this investment in the Company;

               (d) the Subscriber's  annual gross income during the last two tax
          years and the Subscriber's  anticipated annual gross income during the
          current tax year are in excess of $150,000;

               (e) the Subscriber has the requisite  knowledge and experience in
          financial and business matters for properly evaluating the risks of an
          investment in the Company;

               (f) the Subscriber has received:

                    i.   the most recent Form 10-KSB of the Company;
                    ii.  the most recent Form 10-QSB of the Company;
                    iii. any Form SR's filed by the Company  during the one year
                         prior to this Agreement;
                    iv.  all information reasonably requested by the Subscriber;
                         and


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               (g) the  Subscriber  has  evaluated the risks of investing in the
          Company;

               (h)  the  Subscriber  has  been  given  the  opportunity  to  ask
          questions of, and to receive answers from, the Company  concerning the
          terms  and  conditions  of  the  offering  and  to  obtain  additional
          information  necessary  to  verify  the  accuracy  of the  information
          contained in the information  described in subparagraph  (f) above, or
          such other information as the Subscriber  desired in order to evaluate
          an investment in the Company;

               (i) the residence of the Subscriber set for below is the true and
          correct  residence of the  Subscriber,  the  Subscriber has no present
          intention of becoming a resident or  domiciliary of any other state or
          jurisdiction;

               (j) in making a decision to invest in the Company, the Subscriber
          has  relied  solely  upon  independent   investigations  made  by  the
          Subscriber,  and  the  particular  tax  consequences  arising  from an
          investment in the Company will depend upon the Subscriber's individual
          circumstances;

               (k) the Subscriber  understands that an investment in the Company
          involves  certain  risks  of  which  the  Subscriber  has  taken  full
          cognizance, and which risks the Subscriber fully understands;

               (l) the  Subscriber  understands  that (i) the Debentures and the
          Stock are speculative  investments  that involve a risk of loss by the
          Subscriber;  and (ii) the  Company and  Affiliates  of the Company may
          perform services on behalf of the Company and may receive  substantial
          fees, distributions and compensation for performing such services;

               (m) the Debentures and the Stock subscribed for in this Agreement
          are being  acquired  by the  Subscriber  in good faith  solely for the
          Subscriber's own personal account,  for investment  purposes only, and
          are  not  being  purchased  with  a view  to,  or for  the  resale  or
          distribution  thereof.  Further,  the Subscriber  plans to acquire the
          Debentures  and the Stock as an  investment  and without any intent to
          transfer or assign the same to third parties,  and the Subscriber will
          hold the Debentures and the Stock as an investment;

               (n) the  Subscriber  understands  that neither the Debentures nor
          the Stock have been registered under the Act and agrees that the Stock
          may not be sold, offered for sale, transferred,  pledged, hypothecated
          or otherwise  disposed of except in compliance with the Securities Act
          of  1933  (the  "Act")  and  that  any  certificate  representing  the
          Debentures or the Stock will bear a legend to such effect;

               (o) the  Subscriber  understands  that no federal or state agency
          has  made  any  finding  or  determination  as  to  the  fairness  for
          investment, or any recommendation or endorsement, of the Company or of
          the Debentures or the Stock;

               (p)  the   Subscriber   owns  no  stock,   either  of  record  or
          beneficially,  of the Company or an affiliate  thereof,  except as set
          forth  below.  The  Subscriber  owns  463,666  shares  of stock of the
          Company;

               (q) all of the  representations  and warranties of the Subscriber
          contained  in this  Agreement  and all  information  furnished  by the
          Subscriber  to the  Company  are true,  correct  and  complete  in all
          respects; and

               (r) the  Subscriber  will be the sole  party in  interest  in the
          Debentures  and the Stock to be acquired by the Subscriber and as such
          will  be  vested  with  all  legal  and   equitable   rights  in  such
          subscription.

     The foregoing  representations,  warranties,  agreements,  undertakings and
acknowledgments  are made by the Subscriber  with the intent that they be relied
upon  in  determining  the  Subscriber's  suitability  as  a  purchaser  of  the
Debentures and the Stock, and the Subscriber agrees that those  representations,
warranties,  agreements,  undertakings  and  acknowledgments  shall survive this
Agreement.  In  addition,  the  Subscriber  undertakes  to  notify  the  Company
immediately of any change in any  representation,  warranty or other information
relating to the Subscriber set forth in this Agreement.

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     If more than one person is executing this Agreement,  each  representation,
warranty  and  undertaking  in  this  Agreement  shall  be a joint  and  several
representation,  warranty and undertaking of each such person. If the Subscriber
is a partnership,  corporation,  trust or other entity,  the Subscriber  further
represents and warrants that (a) the Subscriber has enclosed with this Agreement
appropriate evidence of the authority of the individual executing this Agreement
to act on behalf of the Subscriber,  and (b) the Subscriber was not specifically
formed to acquire the Stock subscribed for in this Agreement.

          3. The Company Represents, Covenants and Warrants the following:

               a) Reporting  Company Status.  The Company is a corporation  duly
          organized, validly existing and in good standing under the laws of the
          State of Colorado and is duly  qualified as a foreign  corporation  in
          all  jurisdictions  in which the  failure to so  qualify  would have a
          material adverse effect on the Company and its subsidiaries taken as a
          whole. The Company has registered its Common Stock pursuant to Section
          12 of the  Securities  Exchange Act of 1934, as amended (the "Exchange
          Act"),  and the  Stock  is  listed  and  trades  on the  NASDAQ  Small
          Capitalization  Market  System.  The  Company  has filed all  material
          required  to be filed  pursuant  to all  reporting  obligations  under
          either  Section  13(a) or 15(d) of the Exchange Act for a period of at
          least twelve (12) months  immediately  preceding this offer or sale of
          the  Debentures  (or for such shorter period that the Company has been
          required to file such material).

               (b) Concerning the Debentures. The issuance, sale and delivery of
          the  Debentures  and the shares of Stock  issuable upon the conversion
          thereof are within the Company's  corporate  powers and have been duly
          authorized by all required corporate action on the part of the Company
          and its  stockholders  and when such  securities are issued,  sold and
          delivered in accordance  with the terms hereof and the  Debentures for
          the  consideration  expressed  herein  and  in  the  Debentures,  such
          securities   will  be  duly  and  validly   issued,   fully  paid  and
          nonassessable.  There are no preemptive  rights of any shareholders of
          the Company.

               (c)  Subscription   Agreement.   This  Agreement  has  been  duly
          authorized,  validly  executed and  delivered on behalf of the Company
          and is a valid and binding agreement  enforceable  against the Company
          in accordance with its terms,  subject to general principles of equity
          and  to  bankruptcy  or  other  laws  affecting  the   enforcement  of
          creditors' rights generally,

               (d)  Non-contravention.   The  execution  and  delivery  of  this
          Agreement and the  consummation  of the issuance of the Debentures and
          the transactions  contemplated by this Agreement and the Debentures do
          not and will not conflict with or result in a breach by the Company of
          any of the terms or provisions of, or constitute a default under,  the
          articles of incorporation or by-laws of the Company, or any indenture,
          mortgage,  deed of trust, or other material agreement or instrument to
          which the  Company is a party or by which it or any of its  properties
          or  assets  are  bound,  or  any  existing  applicable  law,  rule  or
          regulation  of  the  United  States  of  any  State  there  of or  any
          applicable  decree,  judgment or order of any Federal or State  court,
          Federal  or State  regulatory  body,  administrative  agency  or other
          United States  governmental body having  jurisdiction over the Company
          or any of its properties or assets.

               (e) Litigation.  Except as indicated in the SEC Filings, there is
          no action,  suit or proceeding  before or by any court or governmental
          agency or body, domestic or foreign,  now pending or, to the knowledge
          of the Company,  threatened,  against or affecting the Company, or any
          of its properties,  which might result in any material  adverse change
          in the condition (financial or otherwise) or in the earnings, business
          affairs  or  business  prospects  of  the  Company,   or  which  might
          materially and adversely affect the properties or assets thereof.

               (f) No Default.  The Company is not in default in the performance
          or  observance  of any  material  obligation,  agreement,  covenant or
          condition contained in any indenture, mortgage, deed of trust or other
          material instrument or agreement to which it is a party or by which it
          or its  property  may be bound;  and  neither the  execution,  nor the
          delivery by the  Company,  nor the  performance  by the Company of its
          obligations  under this Agreement or the Debentures will conflict with
          or result in the breach or violation of any of the terms or provisions
          of, or constitute a default or result in the creation or imposition of
          any lien or charge on any assets or properties  of the Company  under,
          any  material  indenture,  mortgage,  deed of trust or other  material
          agreement or instrument to which the Company is a party or by which it
          is bound or any statute or the Articles of  Incorporation or Bylaws of
          the Company, or any decree, judgment, order, rule or regulation of any
          court or  governmental  agency or body  having  jurisdiction  over the
          Company or its properties.

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               (g)  SEC  Filings.   None  of  the  Company's  filings  with  the
          Securities and Exchange Commission since January 1, 1996, contains any
          untrue statement of a material fact or omit to state any material fact
          required  to be stated  therein  or  necessary  to make the  statement
          therein in light of the circumstances  under which they were made, not
          misleading.  The  Company has since  January 1, 1996 timely  filed all
          requisite forms,  reports and exhibits thereto with the Securities and
          Exchange Commission.

               (h) Full Disclosure. There is no fact known to the Company (other
          than general economic  conditions known to the public  generally) that
          has not been  disclosed  in writing to the  Subscriber  that (i) could
          reasonably  be  expected  to have a  material  adverse  effect  on the
          condition  (financial  or  otherwise)  or in  the  earnings,  business
          affairs,  business  prospect,  properties  or assets of the Company or
          (ii) could  reasonably be expected to materially and adversely  affect
          the ability of the Company to perform its obligations pursuant to this
          Agreement.

          4. Covenants of the Company. For so long as any Debentures held by the
     Subscriber  remain  outstanding,  the Company covenants and agrees with the
     Subscriber that:

               (a) It will maintain the listing of its Stock on the NASDAQ Small
          Capitalization Market System.

               (b) It will  permit  the  Subscriber  to  exercise  its  right to
          convert the Debentures by telecopying an executed and completed Notice
          of Conversion  to the Company and  delivering  the original  Notice of
          Conversion  and the  certificate  representing  the  Debentures to the
          Company by express courier.  Each date on which a Notice of Conversion
          is telecopied  to and received by the Company in  accordance  with the
          provisions  hereof shall be deemed a conversion date. The Company will
          transmit the certificates  representing  shares of Stock issuable upon
          conversion  of  any  Debentures   (together   with  the   certificates
          representing  the  Debentures  not so converted) to the Subscriber via
          express  courier,  by  electronic  transfer or  otherwise  within five
          business  days after the  conversion  date if the Company has received
          the original Notice of Conversion and Debentures  certificate being so
          converted by such date. In addition to any other remedies which may be
          available to the  Subscriber,  in the event that the Company fails for
          any reason to effect  delivery of such shares of Common  Stock  within
          such five  business  day period,  the  Subscriber  will be entitled to
          revoke the relevant  Notice of  Conversion  by  delivering a notice to
          such effect to the Company  whereupon  the Company and the  Subscriber
          shall each be restored to their respective positions immediately prior
          to delivery of such Notice of Conversion.


          5. Reliance on  Representations.  THE SUBSCRIBER  UNDERSTANDS THAT THE
     OFFER AND SALE OF THE DEBENTURES OR THE STOCK HAS NOT BEEN REGISTERED UNDER
     THE ACT OR UNDER ANY APPLICABLE  STATE  SECURITIES LAWS. THE DEBENTURES AND
     THE STOCK MAY NOT BE SOLD OR  TRANSFERRED  IN THE  ABSENCE OF AN  EFFECTIVE
     REGISTRATION  OR  QUALIFICATION  UNDER  THE ACT AND  ANY  APPLICABLE  STATE
     SECURITIES LAWS, OR AN OPINION OF COUNSEL,  ACCEPTABLE TO THE COMPANY, THAT
     SUCH REGISTRATION IS NOT REQUIRED.

          NEITHER THE DEBENTURES NOR THE STOCK HAVE BEEN APPROVED OR DISAPPROVED
     BY THE  SECURITIES  AND  EXCHANGE  COMMISSION.  ANY  REPRESENTATION  TO THE
     CONTRARY IS A CRIMINAL OFFENSE.

          6. Resales of Debentures.  Subscriber acknowledges and agrees that the
     Debentures  may only be resold (a)  pursuant  to a  Registration  Statement
     under the Act; or (b) pursuant to an exemption from registration  under the
     Act. Subscriber further acknowledges and agrees that the Debentures may not
     be resold or otherwise  transferred  without the express written consent of
     the Company, such consent not to be unreasonably withheld or delayed.

          7.  Confidentiality.  Each of the Company and the Subscriber agrees to
     keep  confidential  and not to  disclose  to or use for the  benefit of any
     third party the terms of this Agreement or any other  information  which at
     any time is communicated by the other party as being  confidential  without
     the prior written approval of the other party; provided, however, that this
     provision shall not apply to information  which, at the time of disclosure,
     is already part of the public domain  (except by breach of this  Agreement)
     and information which is required to be disclosed by law.

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          8.  Indemnification.  Each of the Company and the Subscriber agrees to
     indemnify the other and to hold the other harmless from and against any and
     all losses, damages, liabilities,  costs and expenses (including reasonable
     attorneys'  fees) which the other may sustain or incur in  connection  with
     the breach by the  indemnifying  party of any  representation,  warranty or
     covenant made by it in this Agreement.

          9.  Registration.  The  Company  agrees  to file,  at its  expense,  a
     registration  statement  with  respect  to the  offering  and sale or other
     disposition of the shares of Stock underlying the Debentures within six (6)
     months after the conversion of all the Debentures  into Stock and shall use
     its best efforts to cause such  registration  statement to become effective
     as soon as practicable thereafter. Such best efforts shall include, but not
     be limited to, promptly  responding to all comments received from the staff
     of the Securities and Exchange Commission,  providing  Subscriber's counsel
     with a contemporaneous  copy of all written  communications from and to the
     staff of the  Securities  and  Exchange  Commission  with  respect  to such
     registration statement and promptly preparing and filing amendments to such
     registration  statement which are responsive to the comments  received from
     the  staff  of  the  Securities  and  Exchange  Commission.  Once  declared
     effective by the  Securities  and Exchange  Commission,  the Company  shall
     cause such registration  statement to remain effective until the earlier of
     (i) the sale by the  Subscriber of all shares of Common Stock so registered
     or (ii) 360 days after the effective date of such registration statement.

          10. Notices.  Any notice to be given or to be served upon any party to
     this  Agreement in connection  with this  Agreement  must be in writing and
     will be deemed to have been given and received upon confirmed  receipt,  if
     sent by facsimile, or two (2) days after it has been submitted for delivery
     by Federal Express or an equivalent carrier,  charges prepaid and addressed
     to the following addresses with a confirmation of delivery:

     If to the Company, to:

              Earth Sciences, Inc.
              910 12th Street
              Golden, Colorado  80401
              Attention:        Mr. Mark H. McKinnies
                                Chief Executive Officer
              Phone No:         (303)279-7641
              Fax No:  (303)279-1180

     If to the Subscriber, to:

              Tectonic Construction Co.
              100 Cherry
              Denver, CO  80220
              Attention:        Rober H. Lowdermilk
              Phone No:         (303) 355-1877
              Fax No:  (303)394-9822

          Any  party  may,  at any time by giving  notice  to the  other  party,
     designate  any other  address in  substitution  of an  address  established
     pursuant to the foregoing to which such notice will be given.

          11. Multiple  Counterparts.  This Agreement may be executed in several
     counterpart,  each of which  will be  deemed to be an  original  but all of
     which will constitute one in the same instrument. However, in enforcing any
     party's  rights  under this  Agreement it will be necessary to produce only
     one copy of this Agreement signed by the party to be charged.

          12.  Governing  Law. This  Agreement will be construed and enforced in
     accordance  with and governed by the laws of the State of Colorado,  except
     for matters  arising  under the Act,  without  reference to  principles  of
     conflicts of law. Each of the parties  consents to the  jurisdiction of the
     federal courts whose districts  encompass any part of the State of Colorado
     or the state courts of the State of Colorado 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.

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     Each party hereby agrees that if another party to this Agreement  obtains a
     judgment  against it in such a  proceeding,  the party which  obtained such
     judgment may enforce same by summary  judgment in the courts of any country
     having jurisdiction over the party against whom such judgment was obtained,
     and each party hereby  waives any defenses  available to it under local law
     and  agrees  to the  enforcement  of such a  judgment.  Each  party to this
     Agreement  irrevocably  consents  to the  service  of  process  in any such
     proceeding  by the mailing of copies  thereof by  registered  or  certified
     mail,  postage  prepaid,  to such party at its  address  set forth  herein.
     Nothing  herein shall affect the right of any party to serve process in any
     other manner permitted by law.


     The  undersigned  acknowledges  that this Agreement  shall not be effective
unless and until accepted by the Company as indicated below.

Dated this 12th day of June, 1997.
                                           Tectonic Construction Company

                                           By:/s/Robert H. Lowdermilk
                                              ----------------------------------
                                              Name:  Robert H. Lowdermilk
                                              Title:  President


   THIS SUBSCRIPTION IS ACCEPTED BY THE COMPANY ON THE 12th DAY OF JUNE, 1997.

                                           EARTH SCIENCES, INC.



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




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