Exhibit 10.15

                        SECURITIES SUBSCRIPTION AGREEMENT


     SECURITIES SUBSCRIPTION AGREEMENT dated as of the ___ day of February 1999,
between EARTH SCIENCES,  INC., a Colorado  corporation with principal  executive
offices located at 910 12th Street, Golden, Colorado 80401 (the "Company"),  and
the undersigned ("Buyer").

                              W I T N E S S E T H:
                              --------------------

     WHEREAS,  Buyer  desires to  purchase  from the  Company,  and the  Company
desires  to issue  and sell to the  Buyer,  upon the terms  and  subject  to the
conditions of this  Agreement,  shares of the Company's  common stock,  $.01 par
value (the "Common Stock"); and

     WHEREAS,  such  investment  will be made in reliance upon the provisions of
Section 4(2) and  Regulation D of the United States  Securities  Act of 1933, as
amended and the  regulations  promulgated  thereunder  (the  "Securities  Act"),
and/or  upon such other  exemption  from the  registration  requirements  of the
Securities Act as may be available with respect to any or all of the investments
in Common Stock subscribed to hereunder.

     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. PURCHASE AND SALE OF COMMON STOCK

          a.  Transaction  and  Purchase  Price.  Buyer  hereby  subscribes  for
_________shares  of Common Stock (the "Shares") at $ 0.906 per share for a total
of   ______________________________   payable  in  United  States  Dollars  (the
"Purchase Price").

          b.  Form of  Payment.  Buyer  shall  pay the  Purchase  Price  by wire
transfer or check of immediately available funds to the Company.  Simultaneously
against receipt by the Company of the Purchase Price,  the Company shall deliver
one or more duly  authorized,  issued and executed  certificates  (I/N/O  Buyer)
evidencing the Shares, to the Buyer or its designated depository.

          c. Method of Payment.  Payment to the  Company of the  Purchase  Price
shall be made by wire  transfer  of  immediately  available  funds to the escrow
account of World Capital Funding, Inc. or:

Norwest Bank of Colorado N.A.
Golden Branch
1301 Jackson Street - P.O. Box 428
Golden, Colorado  80401-0428
ABA# 102000076
For the Account of:  Earth Sciences, Inc.
Account# 300 2132533

Simultaneously  with the receipt of the Purchase Price the Company shall deliver
the Shares to the Buyer.

     2. BUYER'S REPRESENTATIONS,  WARRANTIES; ACCESS TO INFORMATION; INDEPENDENT
INVESTIGATION.

     Buyer  represents and warrants to and covenants and agrees with the Company
as follows:

          a. Buyer is purchasing the Shares of Common Stock for its own account,
for investment  purposes only and not with a view towards or in connection  with
the public sale or  distribution  thereof in violation of the  Securities Act of
1933, as amended (the "Securities Act").

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          b. Buyer is (i) an  "accredited  investor"  within the meaning of Rule
501 of  Regulation  D under  the  Securities  Act,  (ii)  experienced  in making
investments of the kind contemplated by this Agreement, (iii) capable, by reason
of its business and financial experience,  of evaluating the relative merits and
risks of an  investment in the  Securities,  and (iv) able to afford the loss of
its investment in the Securities.

          c. Buyer understands that the Shares of Common Stock are being offered
and sold by the  Company  in  reliance  on an  exemption  from the  registration
requirements  of the Securities Act and  equivalent  state  securities and "blue
sky" laws,  and that the Company is relying  upon the  accuracy  of, and Buyer's
compliance with, Buyer's representations,  warranties and covenants set forth in
this  Agreement  to  determine  the  availability  of  such  exemption  and  the
eligibility of Buyer to purchase the Shares;

          d. Buyer has been furnished  with or provided  access to all materials
relating to the  business,  financial  position  and results  operations  of the
Company,  and all  other  materials  requested  by Buyer to enable it to make an
informed investment decision with respect to the Shares.

          e. Buyer  acknowledges  that it has been  furnished with copies of the
Company's  Annual  Report on Form 10-KSB for the fiscal year ended  December 31,
1997,  the Company's  Quarterly  Reports on Form 10-QSB for the fiscal  quarters
ended March 31, 1998,  June 30, 1998 and September 30, 1998,  respectively,  and
all  other  reports  and  documents  heretofore  filed by the  Company  with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Act and the  Securities  Exchange Act of 1934, as amended (the  "Exchange  Act")
since December 31, 1997 (collectively the "Commission Filings").

          f. Buyer  acknowledges  that in making its  decision to  purchase  the
Shares it has (i)  relied  upon  independent  investigations  made by it and its
professional  advisors,  (ii) visited the Company's  principal executive offices
and been given access and the  opportunity  to examine all material  agreements,
books and  records of the Company and all  documents  relating to the  Company's
private  placement  of the Shares,  and (iii) been given an  opportunity  to ask
questions  of and to receive  answers  from the  Company's  executive  officers,
directors and  management  personnel  concerning the terms and conditions of the
private placement of the Shares by the Company.

          g. Buyer understands that sale of the Shares have not been approved or
disapproved  by the Commission or any state  securities  commission and that the
foregoing  authorities  have  not  reviewed  any  documents  or  instruments  in
connection  with  the  offer  and  sale to it of the  Securities  and  have  not
confirmed  or  determined  the  adequacy or accuracy  of any such  documents  or
instruments.

          h. This Agreement has been duly and validly  authorized,  executed and
delivered  by the  Buyer  and is a valid  and  binding  agreement  of the  Buyer
enforceable  against  it in  accordance  with its terms,  subject to  applicable
bankruptcy,  insolvency, fraudulent conveyance,  reorganization,  moratorium and
similar laws affecting creditors' rights and remedies generally.

          i. Neither  Buyer nor its  affiliates  nor any person acting on its or
their behalf has the  intention of  entering,  or will enter into,  prior to the
Closing,  any put option, short position or other similar instrument or position
with respect to the Common Stock and neither Buyer nor any of its affiliates nor
any person  acting on its or their  behalf will use at any time shares of Common
Stock  acquired  pursuant  to this  Agreement  to settle any put  option,  short
position or other similar instrument or position that may have been entered into
prior to the execution of this Agreement or any issuance of the Shares.

     3. COMPANY'S REPRESENTATIONS

     The Company represents and warrants to Buyer that:

          a. Capitalization.

               (i) The  authorized  capital  stock of the  Company  consists  of
50,000,000  shares of Common Stock, of which 22,193,739  shares were outstanding
as of December  31,  1998;  all of the issued and  outstanding  shares of Common
Stock  have been duly  authorized  and  validly  issued  and are fully  paid and
non-assessable.  The Common Stock  issuable upon purchase of the Shares has been
duly and validly  authorized and reserved for issuance by the Company,  and when
issued  by the  Company  will  be  duly  and  validly  issued,  fully  paid  and
non-assessable  and will not subject the holder thereof to personal liability by
reason of being such holder.  There are no preemptive,  subscription,  "call" or
other  similar  rights to  acquire  the Common  Stock  that have been  issued or
granted  to any  person,  except  as  disclosed  in the  Commission  Filings  or
otherwise previously disclosed in writing to Buyer.

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               (ii) Except as disclosed in the Commission  Filings,  the Company
does not own or  control,  directly  or  indirectly,  any  interest in any other
corporation,  partnership,  limited liability company,  unincorporated  business
organization,  association,  trust or other business entity. Except as disclosed
in the Commission  Filings,  the Company owns 100% of the outstanding  shares of
capital stock of each of its subsidiaries,  free and clear of any and all liens,
pledges,  encumbrances,  charges, agreements,  security interests,  mortgages or
claims of any kind whatsoever.

          b. Organization; Reporting Company Status.

               (i) 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  business,  properties,
prospects,  condition  (financial  or otherwise) or results of operations of the
Company and its subsidiaries, taken as a whole, or on the consummation of any of
the transactions  contemplated by this Agreement (a "Material  Adverse Effect").
Each of the Company's  subsidiaries  is a corporation  duly  organized,  validly
existing and in good standing under the laws of its respective  jurisdiction  of
incorporation   and  is  duly   qualified  as  a  foreign   corporation  in  all
jurisdictions  in which the failure to so qualify would have a Material  Adverse
Effect.

               (ii) The  Company has  registered  the Common  Stock  pursuant to
Section 12 of the  Exchange  Act and has timely  filed with the  Commission  all
reports and  information  required  to be filed by it pursuant to all  reporting
obligations under Section 13(a) or 15(d), as applicable, of the Exchange Act for
the 24-month period  immediately  preceding the date hereof. The Common Stock is
listed  and traded on the  National  Association  of  Securities  Dealers,  Inc.
Automated Quotation ("NASDAQ") Small Capitalization Market System.

          c.  Authority;  Validity  and  Enforceability.  The  Company  has  the
requisite  corporate  power and  authority to enter into this  Agreement and the
Registration  Rights  Agreement  of even date  herewith  between the Company and
Buyer,  (the  "Registration  Rights  Agreement")  and  to  perform  all  of  its
obligations hereunder and thereunder (including the issuance,  sale and delivery
to Buyer of the Shares). The execution,  delivery and performance by the Company
of this Agreement and the Registration Rights Agreement, and the consummation by
the Company of the transactions  contemplated hereby and thereby,  has been duly
authorized by all necessary corporate action on the part of the Company. Each of
this Agreement and the  Registration  Rights Agreement has been duly and validly
executed  and  delivered  by the  Company  and  constitutes  a valid and binding
agreement of the Company  enforceable  against it in accordance  with its terms,
subject   to   applicable   bankruptcy,   insolvency,   fraudulent   conveyance,
reorganization,  moratorium  and similar laws  affecting  creditors'  rights and
remedies  generally.  The  Shares  have been  duly and  validly  authorized  for
issuance by the Company.

          d.  Non-contravention.  The  execution  and delivery by the Company of
this  Agreement  and the  Registration  Rights  Agreement,  the  issuance of the
Shares,   and  the  consummation  by  the  Company  of  the  other  transactions
contemplated  hereby and thereby, 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 (or an event which, with notice, lapse of time or both, would 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 or any of its  subsidiaries  is a party or by which its or
any of its  subsidiaries'  properties  or assets  are bound,  or any law,  rule,
regulation,  decree,  judgment  or order of any court or public or  governmental
authority having jurisdiction over the Company or any of its subsidiaries or any
of its or its subsidiaries'  properties or assets, except such conflict,  breach
or default which would not have a Material Adverse Effect.

          e. Approvals.  No  authorization,  approval or consent of any court or
public or  governmental  authority is required to be obtained by the Company for
the issuance and sale of the Shares to Buyer as  contemplated by this Agreement,
except such  authorizations,  approvals  and consents that have been obtained by
the Company prior to the date hereof.

          f. Commission Filings. None of the Commission Filings contained at the
time they were filed any untrue statement of a material fact or omitted to state
any  material  fact  required  to be stated  therein  or  necessary  to make the
statements  made therein,  in light of the  circumstances  under which they were
made, not misleading.

<PAGE>


          g.  Absence  of  Certain  Changes.  Since the  Balance  Sheet Date (as
defined  in  Section  3.k.),  there  has  not  occurred  any  change,  event  or
development, and there has not existed any condition having or reasonably likely
to have, a Material Adverse Effect.

          h. Full Disclosure.  There is no fact known to the Company (other than
general economic or industry  conditions known to the public generally) that has
not been fully  disclosed to the Buyer that (i) reasonably  could be expected to
have a  Material  Adverse  Effect  or  (ii)  reasonably  could  be  expected  to
materially  and  adversely  affect  the  ability of the  Company to perform  its
obligations pursuant to this Agreement or the Registration Rights Agreement.

          i. Absence of Litigation. There is no action, suit, claim, proceeding,
inquiry or investigation pending or, to the Company's knowledge,  threatened, by
or before any court or public or  governmental  authority  which,  if determined
adversely  to the  Company  or any of its  subsidiaries,  would  have a Material
Adverse Effect.

          j. Absence of Events of Default.  No "Event of Default" (as defined in
any agreement or instrument to which the Company or any of its subsidiaries is a
party) and no event which, with notice,  lapse of time or both, would constitute
an Event of Default (as so defined), has occurred and is continuing, which could
have a Material Adverse Effect.

          k.  Financial  Statements;  No  Undisclosed  Liabilities.  Seller  has
delivered  to Buyer true and  complete  copies of its (i)  audited  consolidated
balance  sheet as at  December  31, 1997 and the  related  audited  consolidated
statements of operations  and cash flows for the fiscal years ended December 31,
1997 and December 31, 1996 and (ii) unaudited  consolidated balance sheets as at
March 31, 1998,  June 30, 1998 and  September  30, 1998,  respectively,  and the
related unaudited  consolidated  statements of operations and cash flows for the
periods   ended  March  31,  1998,   June  30,  1998  and  September  30,  1998,
respectively,  including  in all such  cases the  related  notes  and  schedules
thereto  (collectively,  the  "Financial  Statements).  Each  of  the  Financial
Statements is complete and correct in all material  respects,  has been prepared
in accordance with United States General Accepted Accounting Principles ("GAAP")
(subject,  in the case of the interim Financial  Statements,  to normal year-end
adjustments  and the absence of footnotes) and in conformity  with the practices
consistently  applied by the  Company  without  modification  of the  accounting
principles  used in the preparation  thereof,  and fairly presents the financial
position,  results  of  operations  and  cash  flows  of  the  Company  and  its
consolidated  subsidiaries  as at the dates and for the periods  indicated.  For
purposes hereof, the audited  consolidated  balance sheet of the Company and its
subsidiaries as at December 31, 1997 is hereinafter  referred to as the "Balance
Sheet" and December 31, 1997 is  hereinafter  referred to as the "Balance  Sheet
Date".  Neither the Company nor any of its  subsidiaries  has any  indebtedness,
obligations or liabilities of any kind (whether accrued, absolute, contingent or
otherwise, and whether due or to become due) that would have been required to be
reflected in, reserved against or otherwise described in the Balance Sheet or in
the notes thereto in  accordance  with GAAP,  which was not fully  reflected in,
reserved  against  or  otherwise  described  in the  Balance  Sheet or the notes
thereto or was not incurred in the ordinary  course of business  consistent with
the Company's past practices since the Balance Sheet Date.

          l.  Compliance  with  Laws;  Permits.  The  Company  and  each  of its
subsidiaries  is  in  compliance  with  all  laws,  rules,  regulations,  codes,
ordinances and statutes (collectively "Laws") applicable to it or to the conduct
of its business,  except for such non-compliance which would not have a Material
Adverse Effect. The Company and each of its subsidiaries  possesses all permits,
approvals,  authorizations,  licenses, certificates and consents from all public
and governmental authorities which are necessary to conduct its business, except
for those the absence of which would not have a Material Adverse Effect.

          m. Related Party  Transactions.  Except as set forth in the Commission
Filings, neither the Company nor any of its officers,  directors or "Affiliates"
(as such term is defined in Rule 12b-2 under the Exchange  Act) has borrowed any
moneys from or has outstanding any indebtedness or other similar  obligations to
the  Company.  Neither  the  Company  nor  any of  its  officers,  directors  or
Affiliates (i) owns any direct or indirect  interest of any kind in, or controls
or is a director,  officer,  partner, member or employee of, or consultant to or
lender to or borrower  from, or has the right to  participate in the profits of,
any person or entity which is (x) a competitor,  supplier,  customer,  landlord,
tenant,  creditor  or  debtor of the  Company  or any of its  subsidiaries,  (y)
engaged  in a  business  related to the  business  of the  Company or any of its
subsidiaries,  or (z) a participant  in any  transaction to which the Company or
any of  its  subsidiaries  is a  party  or  (ii)  is a  party  to any  contract,
agreement,  commitment  or  other  arrangement  with the  Company  or any of its
subsidiaries.  Notewithstanding  the foregoing,  this paragraph does not require
the disclosure by the Company to the Buyer of any related party transactions not
required to be disclosed in the Commission Filings.

<PAGE>


          n. Insurance.  The Company  maintains  property and casualty,  general
liability,  workers'  compensation,  environmental  hazard,  personal injury and
other similar types of insurance with financially  sound and reputable  insurers
that  is  adequate,   consistent  with  industry  standards  and  the  Company's
historical claims experience,  to cover all loss contingencies  which forseeably
may arise in the conduct of the  business  of the Company and its  subsidiaries.
The Company has not received notice from, and has no knowledge of any threat by,
any insurer (that has issued any  insurance  policy to the Company or any of its
subsidiaries)  that such  insurer  intends  to deny  coverage  under or  cancel,
discontinue or not renew any insurance policy presently in force.

          o. Securities Law Matters.  Based,  in part, upon the  representations
and warranties of Buyer set forth in Section 2 hereof, the offer and sale by the
Company  of the  Shares  is  exempt  from (i) the  registration  and  prospectus
delivery requirements of the Securities Act and the rules and regulations of the
Commission thereunder and (ii) the registration and/or qualification  provisions
of all applicable  state  securities and "blue sky" laws. Other than pursuant to
an effective  registration  statement  under the Securities Act, the Company has
not issued,  offered or sold the Shares or any shares of Common Stock (including
for this  purpose any  securities  of the same or a similar  class as the Common
Stock, or any securities convertible into or exchangeable or exercisable for the
Common  Stock or any such other  securities)  within the  six-month  period next
preceding  the date hereof,  except as disclosed  in the  Commission  Filings or
otherwise  previously  disclosed in writing to Buyer,  and the Company shall not
directly or indirectly take, and shall not permit any of its directors, officers
or Affiliates  directly or indirectly to take,  any action  (including,  without
limitation,  any  offering  or sale to any  person or entity of shares of Common
Stock), so as to make unavailable the exemption from Securities Act registration
being  relied  upon by the  Company for the offer and sale to Buyer of Shares as
contemplated by this Agreement.  No form of general  solicitation or advertising
has been used or authorized by the Company or any of its officers,  directors or
Affiliates in  connection  with the offer or sale of Shares as  contemplated  by
this Agreement or any other agreement to which the Company is a party.

          p. Environmental Matters.

(i)  The  operations  of  the  Company  and  each  of  its  subsidiaries  are in
     compliance  with all applicable  Environmental  Laws and all permits issued
     pursuant to Environmental Laws or otherwise;

(ii) to its knowledge, the Company and each of its subsidiaries has obtained all
     permits  required  under all  applicable  Environmental  Laws  necessary to
     operate its business;

(iii)neither  the  Company  nor any of its  subsidiaries  is the  subject of any
     outstanding  written order of or agreement with any governmental  authority
     or person respecting (i) Environmental  Laws, (ii) Remedial Action or (iii)
     any Release or threatened Release of Hazardous Materials;

(iv) neither the Company nor any of its  subsidiaries  has  received any written
     communication  alleging  either  or both  that  the  Company  or any of its
     subsidiaries  may be in  violation of any  Environmental  Law or any permit
     issued pursuant to  Environmental  Law, or may have any liability under any
     Environmental Law;

(v)  neither the Company nor any of its subsidiaries has any current  contingent
     liability in connection  with any Release of any Hazardous  Materials  into
     the indoor or outdoor environment (whether on-site or off-site);

(vi) except as set forth in the Commission Filings, to the Company's  knowledge,
     there are no  investigations of the business,  operations,  or currently or
     previously owned,  operated or leased property of the Company or any of its
     subsidiaries  pending or threatened  which could lead to the  imposition of
     any liability pursuant to any Environmental Law;

(vii)to the Company's  knowledge,  there is not located at any of the properties
     of the  Company  or any of its  subsidiaries  any (A)  underground  storage
     tanks,  (B)  asbestos-containing   material  or  (C)  equipment  containing
     polychlorinated biphenyls; and,

(viii) the Company has  provided to Buyer all  environmentally  related  audits,
     studies,  reports,  analyses,  and results of investigations that have been
     performed  with respect to the  currently or  previously  owned,  leased or
     operated properties of the Company or any of its subsidiaries.

<PAGE>


          For purposes of this Section 3.p.:

          "Environmental  Law"  means  any  foreign,  federal,  state  or  local
statute,  regulation,  ordinance,  or rule of common law as now or  hereafter in
effect in any way relating to the  protection  of human health and safety or the
environment  including,  without  limitation,  the  Comprehensive  Environmental
Response,  Compensation  and  Liability  Act (42 U.S.C.  ss. 9601 et seq.),  the
Hazardous  Materials  Transportation  Act (49 U.S.C. App. ss. 1801 et seq.), the
Resource  Conservation  and Recovery Act (42 U.S.C. ss. 6901 et seq.), the Clean
Water Act (33 U.S.C. ss. 1251 et seq.), the Clean Air Act (42 U.S.C. ss. 7401 et
seq.),  the Toxic  Substances  Control  Act (15 U.S.C.  ss.  2601 et seq.),  the
Federal Insecticide,  Fungicide, and Rodenticide Act (7 U.S.C. ss. 136 et seq.),
and the Occupational  Safety and Health Act (29 U.S.C. ss. 651 et seq.), and the
regulations promulgated pursuant thereto.

          "Hazardous  Material" means any substance,  material or waste which is
regulated by the United States, Canada or any of its provinces,  or any state or
local governmental  authority including,  without limitation,  petroleum and its
by-products,  asbestos,  and any  material  or  substance  which is defined as a
"hazardous  waste," "hazardous  substance,"  "hazardous  material,"  "restricted
hazardous waste," "industrial waste," "solid waste," "contaminant," "pollutant,"
"toxic waste" or toxic substance" under any provision of any Environmental Law;

          "Release" means any release,  spill,  filtration,  emission,  leaking,
pumping, injection,  deposit, disposal,  discharge,  dispersal, or leaching into
the indoor or outdoor environment, or into or out of any property;

          "Remedial Action" means all actions to (x) clean up, remove,  treat or
in any other way address any Hazardous Material;  (y) prevent the Release of any
Hazardous Material so it does not endanger or threaten to endanger public health
or welfare or the indoor or outdoor  environment;  or (z)  perform  pre-remedial
studies and investigations or post-remedial monitoring and care.

          q. Labor Matters.  Neither the Company nor any of its  subsidiaries is
party to any labor or collective  bargaining agreement and there are no labor or
collective  bargaining  agreements  which pertain to employees of the Company or
any of its subsidiaries.  No employees of the Company or any of its subsidiaries
are represented by any labor  organization and none of such employees has made a
pending demand for recognition,  and there are no representation  proceedings or
petitions  seeking a  representation  proceeding  presently  pending  or, to the
Company's knowledge,  threatened to be brought or filed, with the National Labor
Relations  Board or  other  labor  relations  tribunal.  There is no  organizing
activity  involving  the  Company or any of its  subsidiaries  pending or to the
Company's knowledge,  threatened by any labor organization or group of employees
of the  Company  or any of its  subsidiaries.  There  are no (i)  strikes,  work
stoppages,  slowdowns,  lockouts or arbitrations or (ii) material  grievances or
other labor  disputes  pending or, to the  knowledge of the Company,  threatened
against or involving the company or any of its subsidiaries. There are no unfair
labor practice charges, grievances or complaints pending or, to the knowledge of
the Company, threatened by or on behalf of any employee or group of employees of
the Company.

          r. ERISA  Matters.  Each of the Company,  its  subsidiaries  and their
ERISA  Affiliates is in compliance in all material  respects with all provisions
of ERISA  applicable  to it. No Reportable  Event has  occurred,  been waived or
exists as to which the Company or any of its subsidiaries or any ERISA Affiliate
was required to file a report with the Pension  Benefits  Guaranty  Corporation,
and the  present  value of all  liabilities  under  all  Plans  (based  on those
assumptions  used to fund such  Plans)  did not,  as of the most  recent  annual
valuation date  applicable  thereto,  exceed the value of the assets of all such
Plans in the aggregate.  None of the Company or any of its subsidiaries or ERISA
Affiliates has incurred any Withdrawal Liability that could result in a Material
Adverse  Effect.  None  of the  Company  or any of  its  subsidiaries  or  ERISA
Affiliates  has  received any  notification  that any  Multiemployer  Plan is in
reorganization  or has been terminated  within the meaning of Title IV of ERISA,
and no  Multiemployer  Plan is reasonably  expected to be in  reorganization  or
termination  where such  reorganization  or  termination  has  resulted or could
reasonably be expected to result in increases to the  contributions  required to
be made to such Plan or otherwise.

          For purposes of this Section 3.r.:

          "ERISA" means the Employee  Retirement Income Security Act of 1974, or
any successor statute, together with the regulations thereunder, as the same may
be amended from time to time.

<PAGE>


          "ERISA  Affiliate"  means  any  trade  or  business  (whether  or  not
incorporated) that was, is or hereafter may become, a member of a group of which
the  Company  or any of its  subsidiaries  is a member and which is treated as a
single  employer under ss. 414 of the Internal  Revenue Code of 1986, as amended
(the "Internal Revenue Code").

          "Multiemployer  Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA to which the Company or any ERISA Affiliate  (other than one
considered an ERISA  Affiliate only pursuant to subsection (m) or (o) of ss. 414
of the  Internal  Revenue  Code) is making or  accruing  an  obligation  to make
contributions,  or has  within  any of the  preceding  five plan  years  made or
accrued an obligation to make contributions.

          "PBGC" means the Pension Benefit Guaranty  Corporation referred to and
defined in ERISA or any successor thereto.

          "Plan"  means any  pension  plan  (other  than a  Multiemployer  Plan)
subject to the provision of Title IV of ERISA or ss. 412 of the Internal Revenue
Code that is maintained for employees of the Company or any ERISA Affiliate.

          "Reportable  Event" means any  reportable  event as defined in Section
4043(b) of ERISA or the  regulations  issued  thereunder  with respect to a Plan
(other than a Plan  maintained by an ERISA Affiliate that is considered an ERISA
Affiliate  only  pursuant to  subsection  (m) or (o) of ss. 414 of the  Internal
Revenue Code.

          "Withdrawal  Liability"  means liability to a Multiemployer  Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

          s. Tax Matters.

(i)  The Company and each of its  subsidiaries  have filed all Tax Returns which
     they are  required  to file  under  applicable  Laws,  except  for such Tax
     Returns in  respect of which the  failure to so file does not and could not
     have a Material Adverse Effect;  all such Tax Returns are true and accurate
     and have been prepared in compliance with all applicable  Laws; the Company
     and each of its  subsidiaries  have  paid all  Taxes  due and owing by them
     (whether  or not such Taxes are  required  to be shown on a Tax Return) and
     have withheld and paid over to the appropriate taxing authorities all Taxes
     which they are  required  to  withhold  from  amounts  paid or owing to any
     employee,  stockholder,  creditor  or other  third  parties;  and since the
     Balance  Sheet Date,  the  charges,  accruals  and  reserves for Taxes with
     respect to the Company (including any provisions for deferred income taxes)
     reflected  on the  books of the  Company  are  adequate  to  cover  any Tax
     liabilities of the Company and its  subsidiaries  if their current tax year
     were treated as ending on the date hereof.

(ii) No claim has been made by a taxing authority in a jurisdiction where either
     the Company or any of its subsidiaries  does not file tax returns that such
     corporation  is or may be subject to taxation by that  jurisdiction.  There
     are no foreign,  federal,  state or local tax audits or  administrative  or
     judicial proceedings pending or being conducted with respect to the Company
     or any of its subsidiaries;  no information related to Tax matters has been
     requested by any foreign,  federal, state or local taxing authority; and no
     written  notice  indicating  an intent to open an audit or other review has
     been  received by the Company  from any  foreign,  federal,  state or local
     taxing  authority.  There are no material  unresolved  questions  or claims
     concerning the Company's or any of its subsidiaries' Tax liability. Neither
     the Company nor any of its  subsidiaries (A) has executed or entered into a
     closing  agreement  pursuant toss. 7121 of the Internal Revenue Code or any
     predecessor  provision thereof or any similar provision of state,  local or
     foreign  law; or (B) has agreed to or is  required to make any  adjustments
     pursuant  toss.  481  (a) of  the  Internal  Revenue  Code  or any  similar
     provision  of  state,  local  or  foreign  law by  reason  of a  change  in
     accounting  method  initiated by the Company or any of its  subsidiaries or
     has any knowledge  that the IRS has proposed any such  adjustment or change
     in  accounting  method,  or has any  application  pending  with any  taxing
     authority requesting  permission for any changes in accounting methods that
     relate  to  the  business  or  operations  of  the  Company  or  any of its
     subsidiaries.  Neither the Company nor any of its  subsidiaries  has been a
     United States real property  holding  corporation  within the meaning ofss.
     897(c)(2)  of the  Internal  Revenue  Code  during  the  applicable  period
     specified inss. 897(c)(1)(A)(ii) of the Internal Revenue Code.

<PAGE>


(iii)Neither the Company nor any of its  subsidiaries has made an election under
     ss. 341(f) of the Internal Revenue Code. Neither the Company nor any of its
     subsidiaries  is  liable  for the  Taxes of  another  person  that is not a
     subsidiary of the Company under (A) Treas. Reg. ss. 1.1502-6 (or comparable
     provisions  of  state,  local  or  foreign  law),  (B) as a  transferee  or
     successor,  (C) by  contract or  indemnity  or (D)  otherwise.  Neither the
     Company  nor  any  of its  subsidiaries  is a  party  to  any  tax  sharing
     agreement.  Neither the Company  nor any of its  subsidiaries  has made any
     payments,  is obligated to make payments or is a party to an agreement that
     could  obligate it to make any payments that would not be deductible  under
     ss. 280G of the Internal Revenue Code.

          For purposes of this Section 3.s.:

          "IRS" means the United States Internal Revenue Service.

          "Tax" or "Taxes" means federal,  state,  county,  local,  foreign,  or
other income,  gross receipts,  ad valorem,  franchise,  profits,  sales or use,
transfer, registration, excise, utility, environmental,  communications, real or
personal property,  capital stock, license,  payroll, wage or other withholding,
employment, social security, severance, stamp, occupation, alternative or add-on
minimum,  estimated and other taxes of any kind whatsoever  (including,  without
limitation, deficiencies, penalties, additions to tax, and interest attributable
thereto) whether disputed or not.

          "Tax  Return"  means any  return,  information  report or filing  with
respect to Taxes,  including  any schedules  attached  thereto and including any
amendment thereof.

          t. No Misrepresentation.  No representation or warranty of the Company
contained  in this  Agreement,  any  schedule,  annex or  exhibit  hereto or any
agreement,  instrument or certificate furnished by the Company to Buyer pursuant
to this Agreement,  contains any 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, not misleading.

     4. CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

          a.  Restrictive  Legend.  Buyer  acknowledges  and agrees  that,  upon
issuance  pursuant to this Agreement,  any certificate  representing  the Shares
shall have endorsed thereon a legend in substantially  the following form (and a
stop-transfer order may be placed against transfer of the Shares):

     "THESE  SECURITIES  HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
     1933, AS AMENDED (THE  "SECURITIES  ACT"),  OR THE  SECURITIES  LAWS OF ANY
     STATE,  AND ARE BEING  OFFERED AND SOLD  PURSUANT TO AN EXEMPTION  FROM THE
     REGISTRATION  REQUIREMENTS  OF THE  SECURITIES  ACT AND  SUCH  LAWS.  THESE
     SECURITIES MAY NOT BE SOLD OR TRANSFERRED  EXCEPT  PURSUANT TO AN EFFECTIVE
     REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE
     EXEMPTION FROM THE REGISTRATION  REQUIREMENTS OF THE SECURITIES ACT OR SUCH
     OTHER LAWS."

          b. Filings. The Company shall make all necessary filings in connection
with the sale of the Shares to the Buyer as required by all applicable Laws, and
shall provide a copy thereof to the Buyer promptly after such filing.

          c. Reporting Status. So long as the Buyer beneficially owns any of the
Securities,  the Company shall file all reports  required to be filed by it with
the Commission pursuant to Section 13 or 15(d) of the Exchange Act and shall not
terminate  its status as an issuer  required to file reports  under the Exchange
Act even if such act or the rules and  regulations  thereunder  would  otherwise
permit such termination.

          d. Use of Proceeds.  The Company  shall use the proceeds from the sale
of the Shares (excluding amounts paid by the Company for legal fees and finder's
fees in connection with such sale) for general corporate purposes.

          e. Listing.  Except to the extent the Company becomes eligible to list
its Common Stock on a national securities exchange or obtained  authorization to
include the Common Stock for quotation on the NASDAQ National Market System, the
Company  shall take all  necessary  action to maintain its listing of the Common
Stock on the NASDAQ Small Capitalization Market System.


     5. TRANSFER AGENT INSTRUCTIONS.

          a. The Company  undertakes and agrees that no  instruction  other than
the  instructions  referred to in this  Section 5 and  customary  stop  transfer
instructions  prior to the registration and sale of the Common Stock pursuant to
an effective Securities Act registration statement will be given to its transfer

<PAGE>


agent for the Shares and that the Shares otherwise shall be freely  transferable
on the books and  records of the  Company as and to the extent  provided in this
Agreement,  the  Registration  Rights  Agreement  and  applicable  law.  Nothing
contained in this Section 5.a. shall affect in any way Buyer's  obligations  and
agreement  to comply  with all  applicable  securities  laws upon resale of such
Common  Stock.  If, at any time,  Buyer  provides the Company with an opinion of
counsel  reasonably  satisfactory to the Company that registration of the resale
by Buyer of such Common Stock is not required  under the Securities Act and that
the removal of  restrictive  legends is  permitted  under  applicable  law,  the
Company  shall permit the transfer of such Common Stock and,  promptly  instruct
the Company's  transfer agent to issue one or more certificates for Common Stock
without any restrictive legends endorsed thereon.

     6. DELIVERY INSTRUCTIONS.

     The Shares  shall be  delivered  by the  Company to the Buyer  pursuant  to
Section 1(b) hereof on a "delivery-against-payment basis" at the Closing.

     7. CLOSING DATE.

     The date and time of the  issuance  and sale of the  Shares  (the  "Closing
Date")  shall be the date hereof or such other as shall be mutually  agreed upon
in writing.  The issuance and sale of the Shares shall occur on the Closing Date
at the  offices  of  the  Company.  Notwithstanding  anything  to  the  contrary
contained  herein,  the Company  shall not be  authorized to accept the Purchase
Price and to issue the Buyer the  certificate(s)  (I/N/O Buyer)  evidencing  the
Shares being  purchased by Buyer unless the conditions set forth in Section 8(c)
and 9(e) hereof have been satisfied.

     8. CONDITIONS TO THE COMPANY'S OBLIGATIONS.

     The Buyer  understands that the Company's  obligation to sell the Shares on
the Closing Date to Buyer pursuant to this Agreement is conditioned upon:

     a.   Delivery by Buyer to the Company of the Purchase Price;

     b.   The accuracy on the Closing Date of the representations and warranties
          of Buyer  contained  in this  Agreement as if made on the Closing Date
          (except for  representations  and warranties  which,  by their express
          terms,  speak as of and relate to a specified date, in which case such
          accuracy  shall  be  measured  as of  such  specified  date)  and  the
          performance by Buyer in all material respects on or before the Closing
          Date of all covenants and agreements of Buyer required to be performed
          by it pursuant to this Agreement on or before the Closing Date;

     c.   There  shall not be in effect any Law or order,  ruling,  judgment  or
          writ of any  court or public or  governmental  authority  restraining,
          enjoining   or   otherwise   prohibiting   any  of  the   transactions
          contemplated by this Agreement.

     9. CONDITIONS TO BUYER'S OBLIGATIONS.

     The Company  understands that Buyer's  obligation to purchase the Shares on
the Closing Date pursuant to this Agreement is conditioned upon:

     a.   Delivery  by the  Company  to the  Buyer  of one or more  certificates
          (I/N/O Buyer)  evidencing the Shares to be purchased by Buyer pursuant
          to this Agreement;

     b.   The accuracy on the Closing Date of the representations and warranties
          of the Company  contained in this  Agreement as if made on the Closing
          Date  (except  for  representations  and  warranties  which,  by their
          express  terms,  speak as of and relate to a specified  date, in which
          case such accuracy  shall be measured as of such  specified  date) and
          the  performance by the Company in all material  respects on or before
          the  Closing  Date of all  covenants  and  agreements  of the  Company
          required to be performed by it pursuant to this Agreement on or before
          the Closing Date;

     c.   There not having occurred (i) any general suspension of trading in, or
          limitation  on prices listed for, the Common Stock on the NASDAQ Small
          Capitalization  Market  System,  (ii)  the  declaration  of a  banking
          moratorium  or any  suspension  of payments in respect of banks in the
          United States,  (iii) the commencement of a war, armed  hostilities or
          other  international  or  national  calamity  directly  or  indirectly
          involving the United States or any of its  territories,  protectorates
          or possessions,  or (iv) in the case of the foregoing  existing at the
          date of this Agreement, a material acceleration or worsening thereof.

<PAGE>


     d.   There not having occurred any event or development, and there being in
          existence no  condition,  having or which  reasonably  and  forseeably
          could have a Material Adverse Effect.

     e.   There  shall not be in effect any Law or order,  ruling,  judgment  or
          writ of any  court or public or  governmental  authority  restraining,
          enjoining   or   otherwise   prohibiting   any  of  the   transactions
          contemplated by this Agreement.


     10. TERMINATION.

     a. Termination by Mutual Written Consent.  This Agreement may be terminated
and the transactions contemplated hereby may be abandoned, for any reason and at
any time prior to the Closing Date, by the mutual written consent of the Company
and Buyer.

     b.  Termination  by the Company or Buyer.  This Agreement may be terminated
and the  transactions  contemplated  hereby  may be  abandoned  by action of the
Company or Buyer if (i) the Closing  shall not have occurred at or prior to 5:00
p.m.,  Denver  time,  on March 5,  1999;  provided,  however,  that the right to
terminate  this  Agreement  pursuant  to  this  Section  10.b.(i)  shall  not be
available  to any party whose  failure to fulfill any of its  obligations  under
this  Agreement  has been the cause of or resulted in the failure of the Closing
to occur  at or  before  such  time and  date or (ii)  any  court or  public  or
governmental authority shall have issued an order, ruling,  judgment or writ, or
there  shall  be  in  effect  any  Law,  restraining,   enjoining  or  otherwise
prohibiting  the  consummation of any of the  transactions  contemplated by this
Agreement.

     c.  Termination  by  Buyer.  This  Agreement  may  be  terminated  and  the
transactions  contemplated hereby may be abandoned by Buyer at any time prior to
the Closing Date, if (i) the Company shall have failed to comply in any material
respect with any of its  covenants or  agreements  contained in this  Agreement,
(ii)  there  shall  have  been a  breach  by the  Company  with  respect  to any
representation  or warranty made by it in this  Agreement,  or (iii) there shall
have  occurred  any event or  development,  or there shall be in  existence  any
condition, having or reasonably and forseeably likely to have a Material Adverse
Effect.

     d.  Termination  by the Company.  This  Agreement may be terminated and the
transactions  contemplated  hereby may be  abandoned  by the Company at any time
prior to the  Closing  Date,  if (i) Buyer  shall  have  failed to comply in any
material  respect  with any of its  covenants  or  agreements  contained in this
Agreement  or (ii) there  shall have been a breach by Buyer with  respect to any
representation or warranty made by it in this Agreement.

     11. SURVIVAL; INDEMNIFICATION.

     a. Survival. The representations,  warranties and covenants made by each of
the Company and Buyer in this  Agreement,  the annexes,  schedules  and exhibits
hereto  and in each  instrument,  agreement  and  certificate  entered  into and
delivered by them pursuant to this Agreement,  shall survive the Closing and the
consummation of the transactions  contemplated  hereby. In the event of a breach
or violation of any of such representations,  warranties or covenants, the party
to whom such representations,  warranties or covenants have been made shall have
all rights and remedies  for such breach or violation  available to it under the
provisions  of  this  Agreement  or  otherwise,  whether  at law  or in  equity,
irrespective of any investigation made by or on behalf of such party on or prior
to the Closing Date.

     b.  Indemnification  of Buyer by the Company.  The Company hereby agrees to
indemnify  and hold  harmless the Buyer,  its  Affiliates  and their  respective
officers,   directors,   partners   and   members   (collectively,   the  "Buyer
Indemnitees"),  from and against any and all losses, claims, damages, judgments,
penalties, liabilities and deficiencies (collectively,  "Losses"), and agrees to
reimburse the Buyer  Indemnitees for all out-of-pocket  expenses  (including the
fees and expenses of legal  counsel),  in each case  promptly as incurred by the
Buyer Indemnitees and to the extent arising out of or in connection with:

          (i) any  misrepresentation,  omission  of fact or breach of any of the
Company's  representations  or  warranties  contained  in  this  Agreement,  the
annexes,   schedules  or  exhibits  hereto  or  any  instrument,   agreement  or
certificate entered into or delivered by the Company pursuant to this Agreement;
or

<PAGE>


          (ii) any failure by the Company to perform in any material respect any
of its covenants,  agreements,  undertakings  or  obligations  set forth in this
Agreement,  the  annexes,  schedules  or  exhibits  hereto  or  any  instrument,
agreement or  certificate  entered into or delivered by the Company  pursuant to
this Agreement.

     c.  Indemnification  of the  Company  by  Buyer.  Buyer  hereby  agrees  to
indemnify and hold harmless the Company,  its  Affiliates  and their  respective
officers,   directors,   partners  and  members   (collectively,   the  "Company
Indemnitees"),  from and against any and all Losses, and agrees to reimburse the
Company  Indemnitees  for all  out-of-pocket  expenses  (including  the fees and
expenses  of legal  counsel),  in each case  promptly as incurred by the Company
Indemnitees and to the extent arising out of or in connection with:

          (i) any  misrepresentation,  omission  of fact,  or  breach  of any of
Buyer's representations or warranties contained in this Agreement,  the annexes,
schedules or exhibits hereto or any instrument, agreement or certificate entered
into or delivered by Buyer  pursuant to this  Agreement;  or

          (ii) any  failure by Buyer to perform in any  material  respect any of
its  covenants,  agreements,  undertakings  or  obligations  set  forth  in this
Agreement or any instrument,  certificate or agreement entered into or delivered
by Buyer pursuant to this Agreement.

     d. Third  Party  Claims.  Promptly  after  receipt by either  party  hereto
seeking indemnification  pursuant to this Section 11 (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 11 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,
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,
out-of-pocket costs and expenses, (y) the Indemnified Party and the Indemnifying
Party  reasonably  shall 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 legal  counsel for the  Indemnified  Party
(together with appropriate  local counsel).  The  Indemnifying  Party shall not,
without the prior written consent of the Indemnified  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
Indemnified Party from all liabilities with respect to such Claim or judgment.

     e. Other Claims.  In the event one party hereunder  should have a claim for
indemnification  that does not  involve a claim or demand  being  asserted  by a
third party,  the Indemnified  Party promptly shall deliver notice of such claim
to the  Indemnifying  Party. If the Indemnified  Party disputes the claim,  such
dispute shall be resolved by mutual  agreement of the Indemnified  Party and the
Indemnifying  Party or by binding  arbitration  conducted in accordance with the
procedures and rules of the American Arbitration Association.  Judgment upon any
award rendered by any arbitrators  may be entered in any court having  competent
jurisdiction thereof.

<PAGE>


     12. GOVERNING LAW: MISCELLANEOUS.

     This Agreement  shall be governed by and interpreted in accordance with the
laws of the State of Colorado  without regard to the conflicts of law principles
of such state.  Each of the parties  consents to the jurisdiction of the federal
courts  whose  districts  encompass  any part of the City of Denver or the state
courts of the State of Colorado sitting in the City of Denver 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.

     13. NOTICES.  Any notice required or permitted  hereunder shall be given in
writing  (unless  otherwise  specified  herein) and shall be deemed  effectively
given upon personal  delivery or seven business days after deposit in the United
States Postal Service, or by (a) advance copy by fax, and (b) mailing by express
courier or registered or certified mail with postage and fees prepaid, addressed
to each of the other parties thereunto entitled at the following  addresses,  or
at such other  addresses as a party may  designate  by ten days advance  written
notice to each of the other parties hereto.


COMPANY:      EARTH SCIENCES, INC.
              910 12th Street
              Golden, Colorado  80401
              Attention: President
              Telephone: (303) 292-6400
              Fax: (303) 295-3040

              with a copy to:

              Scott Reed, Esq.
              1919 14th Street, Suite 330
              Boulder, Colorado  80302
              Telephone: (303) 413-0691
              Fax: (303) 413-0645


BUYER:



              Attention:
              Telephone:
              Fax:

     14.  CONFIDENTIALITY.  Each  of  the  Company  and  Buyer  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.

     15.  ASSIGNMENT.  This  Agreement  shall not be assignable by either of the
parties  hereto prior to the Closing  without the prior  written  consent of the
other party,  and any attempted  assignment  contrary to the  provisions  hereby
shall be null and void; provided,  however, that Buyer may assign its rights and
obligations  hereunder,  in whole  or in part,  to any  affiliate  of Buyer  who
furnishes to the Company the representations and warranties set forth in Section
2 hereof.

<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have duly  executed and delivered
this Agreement on the date first above written.

                                    EARTH SCIENCES, INC.


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


                                    BUYER



                                    By:
                                       -----------------------------------------
                                       Name:
                                       Title:
                                       Address of Principal office or residence:

<PAGE>

                 AMENDMENT TO SECURITIES SUBSCRIPTION AGREEMENT


     This  Agreement,  entered  this ____ day of  February,  1999 by and between
EARTH SCIENCES,  INC., a Colorado  corporation with principal  executive offices
located  at 910  12th  Street,  Golden,  Colorado  80401  (the  "Company"),  and
Augustine Fund, LP (the "Buyer"), is an amendment of the Securities Subscription
Agreement  dated  February  25,  1999  by and  between  the  same  parties  (the
"Subscription  Agreement")  pursuant to which Buyer purchased ________ shares of
the Company's $.01 par value common stock (the "Shares").  Capitalized terms not
otherwise  defined  herein  have the  meanings  set  forth  in the  Subscription
Agreement.

     In consideration of the mutual promises and covenants contained herein, the
Company and Buyer hereby amend the Subscription Agreement as follow:

     1. Issuance of  Additional  Shares.  If the Buyer  delivers to the transfer
agent or the Company certificates  representing any of the Shares, together with
a notice to the  Company  to issue  additional  shares  (the  "Notice")  and the
average per share  closing bid price for the Common  Stock for the five  trading
days  immediately  preceding  the receipt of the Notice is less than 125% of the
closing per share bid price the trading day  immediately  preceding  the date of
the Closing (as defined in the Subscription Agreement), then with respect to the
number of Shares  specified  in such  Notice  and  represented  by  certificates
actually sent to the transfer  agent or the Company,  the Company shall cause to
be issued  additional  shares in the name of the  Buyer in  accordance  with the
following formula:

                   AddSh = Sh x [(1+ Dr) x Cb -Fdb]/Fdb, where

     AddSh    =     the additional shares to be issued;
     Sh       =     the number of shares referred to in the Notice;
     Cb       =     the per share  closing  bid price the trading day before the
                    date of the Closing;
     Dr       =     25% (or .25); and
     Fdb      =     the 5  trading  day  average  per  share  closing  bid price
                    preceding the date of receipt of the Notice;

Any shares issued  pursuant to this Amendment shall be deemed Shares pursuant to
the Subscription  Agreement and shall be subject to all the terms and conditions
of the Subscription Agreement.  For purposes of this Amendment,  the closing per
share  bid  price of the  Company's  $.01 par  value  common  stock  shall be as
specified by Nasdaq. Notwithstanding anything in this Amendment to the contrary,
the Company  shall not be required to issue  additional  shares in excess of its
legally  authorized  capital,  or issue additional shares greater in number than
two and one half times the number of Shares  specified in the Notice,  or suffer
any penalty for the inability to issue such shares.

     2. Call. If at any time the per share closing bid price of the Common Stock
is equal or  greater  than  130% of the per  share  closing  bid  price  the day
immediately  preceding the date of the Closing, the Company shall have the right
to repurchase  the Shares (to the extent that the Buyer has not yet delivered to
the Tranfer Agent such shares and an applicable  Notice  pursuant to Paragraph 1
hereof) at a price per share equal to 125% of the per share closing bid price of
the Common  Stock the day  immediately  preceding  the date of the Closing  (the
"Call").  The Buyer shall have the right to decline to sell  shares  pursuant to
the Call, provided however, that such refusal shall automatically extinguish the
Buyer's right to the issuance of additional shares as provided in Paragraph 1 of
this  Amendment  with  respect to the number of shares  called.  The Company may
assign its purchase rights under this Paragraph 2 with consent of the Buyer.

     3.  Mechanics for Exercise of the Call.  To exercise the Call,  the Company
shall deliver  written  notice to the Buyer along with its commitment to pay the
appopriate  price to the  Buyer  within  ten (10)  business  days of the date of
delivery of such notice of the Call. The Buyer shall have five (5) business days
from  delivery of the notice of the Call to decline to sell the shares  pursuant
to the Call by a written notice of such declination to the Company within such 5
business day period.  In the event the Company does not receive timely  delivery
of such notice to decline the Call, the Company shall be authorized to treat the
Call as accepted and, after payment to the Buyer of the appropriate price, shall
be authorized  to take those actions it deems  necessary to terminate the Buyers
rights in the Shares.  After  receipt of the payment  pursuant to the Call,  the
Buyer  shall  deliver  any and all  certificates  evidencing  the  Shares to the
Company properly endorsed for transfer to the Company.

<PAGE>


     4. Liquidated Damages. The Company acknowledges that time is of the essence
with  respect  to  the  Company's  compliance  with  its  obligations  to  issue
additional shares pursuant to a Notice under Paragraph 1 above. Accordingly, the
Company hereby warrants and represents that in the event it becomes obligated to
issue  additional  shares to the Buyer, it shall (i) instruct its transfer agent
with  respect to such  issuance;  (ii) cause its counsel to issue any  necessary
opinion letters;  and (iii) take any and all other action necessary to cause its
Transfer Agent to issue any required  additional  shares and deliver the same in
accordance with purchaser's instructions within ten (10) business days after the
Transfer Agent has received the  certificates for the Shares and the Company has
received the Notice.  In the event the Company  breaches this warranty,  for any
reason,  other than an act of God as  described  below,  then the Company  shall
immediately pay the Buyer liquidated damages in the amount of 1% of the pro rata
Purchase Price,  allocable to the shares for which such additional shares are to
be issued,  per day (the "Cash  Damages")  until the Company shall have complied
with its obligations under Paragraph 1. In the event the Company is in breach of
this warranty for more than ten (10) business  days,  the Company shall issue to
the Buyer, as additional  liquidated  damages,  additional shares per day of the
Company's  Common  Stock  equal to 1% of the  number  of the  shares  originally
purchased pursuant to the Subscription Agreement.  The Company's payment of such
liquidated  damages  shall  not,  however,   alter  in  any  way  the  Company's
obligations  under  Paragraph 1. Futher,  until the Company  cures the breach of
Warranty by delivering the additional shares and paying the liquidated  damages,
the  Company  shall not issue or contract to issue to any other party any of its
equity  securities or debt securities  convertible into equity securities of the
Company.

     For  purposes  of this  agreement,  an act of God shall  excuse a breach of
warranty in the event that weather conditions, acts of war or terrorism, or some
other  catastrophic  event not generally  encountered  in business or reasonably
within  the  contemplation  of the  parties  at the  time of  execution  of this
agreement renders SELLER's performance impossible. Such breach of warranty shall
be  excused  only  for so long as the  act of God in  fact  renders  performance
impossible.

     No other amendments of the Subscription Agreement are intended.

     IN WITNESS  WHEREOF,  the parties  hereto have duly  executed and delivered
this Agreement on the date first above written.

                                        EARTH SCIENCES, INC.


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


                                        BUYER


                                        By:
                                           -------------------------------------
                                           Name:
                                                --------------------------------