Exhibit 10.6

                                OPTION AGREEMENT

This Option  Agreement,  dated as of January 20, 1997, is among Earth  Sciences,
Inc. ("ESI"), ESI Resources Limited, an Alberta corporation,  and Earth Sciences
Extraction Company, an Alberta limited partnership  (collectively referred to as
the "ESI Group") on the one hand and Yankee Atomic Electric  Company and Vermont
Yankee Nuclear Power  Corporation (such latter two companies are herein referred
to as "Yankee") on the other.

WHEREAS,  the parties hereto have previously entered into a Production  Purchase
Agreement  dated August 4, 1978,  which such agreement has been amended on three
occasions (the "PPA");

WHEREAS,  the  parties are  willing,  under the terms and  conditions  set forth
herein, to terminate the PPA and all related liens and mortgages;

NOW,  THEREFORE,  in  consideration of the mutual covenants set forth herein and
other  good  and  valuable  consideration,   the  receipt  of  which  is  hereby
acknowledged by each of the parties, the parties hereto hereby agree as follows:

Section 1. Payment for Option. ESI will,  simultaneously  with the execution and
delivery of this Agreement, wire transfer U.S. $100,000 in immediately available
federal funds to Yankee's bank account at Bank of New York, One Wall Street, New
York, New York (ABA  #021-000-018).  Such payment amount shall be  nonrefundable
and shall constitute consideration for the option granted in Section 2 below.

Section  2.  Option.  Yankee  hereby  grants  ESI on behalf of the ESI Group the
option,  exercisable on or before the close of business in Denver on October 20,
1997,  to terminate  the PPA without  further  liability to any party thereto by
delivering  to Yankee (i) the sum of U.S.  $1,150,000 in  immediately  available
federal funds and (ii) an  assignment,  executed by the ESI Group,  of a 10% net
profits interest in the form attached hereto as Exhibit A. If ESI exercises such
option,  then Yankee will  forthwith  take all steps  necessary  or desirable to
release all liens, mortgages and other encumbrances it may have which burden any
asset of the ESI  Group,  such  releases  to be in the form  attached  hereto as
Exhibit B.

Section  3.  The ESI  Group's  Representations  and  Warranties.  The ESI  Group
represents and warrants:

(a)  Organization,  Good Standing Related Matters.  Each member of the ESI Group
has been duly  incorporated  or formed and is validly  existing in good standing
under the laws of its state or  province  of  formation.  Each member of the ESI
Group is duly qualified to do business in any other  jurisdictions in which such
qualification  is required  except where  failure to so qualify would not have a
material adverse effect on the ESI Group or its business. Each member of the ESI
Group has all requisite  power and authority to own its  properties  and conduct
its business as presently being conducted.

(b) Authorization. The execution, delivery and performance by each member of the
ESI Group of this Agreement has been duly authorized by all necessary  corporate
action.

(c) Binding  Obligation.  This Agreement has been duly executed and delivered by
each  member  of the ESI  Group  and  constitutes  a legal,  valid  and  binding
obligation of each member of the ESI Group,  enforceable in accordance  with its
terms except as limited by bankruptcy, insolvency, moratorium, and other laws of
general  application  affecting  the  enforcement  of  creditors'  rights and by
general principles of equity.

(d) No  Conflicts.  The  execution  and  delivery  of  this  Agreement  and  the
consummation of the transactions  contemplated herein will not (i) conflict with
or result in a breach  of any of the  terms,  provisions  or  conditions  of any
material contract,  note, lease,  agreement or other instrument or obligation to
which any  member of the ESI Group is a party or (ii)  violate  any law,  order,
judgment, rule or regulation applicable to any member of the ESI Group.


                                       


<PAGE>


(e) Approvals and Consents. No approval, consent or authorization of any natural
person, firm,  corporation,  court or federal, state or provincial  governmental
authority is necessary  for the  execution or delivery of this  Agreement or for
the performance by any member of the ESI Group of any of the terms or conditions
hereof.

(f) Litigation.  There is no action, proceeding, or investigation pending or, to
the best knowledge of any member of the ESI Group, threatened against any member
of the ESI Group before any court or administrative  agency, nor any writ, order
or judgment of any court or administrative  agency,  that questions the validity
of this Agreement or the right of any member of the ESI Group to enter into such
agreement,  or to consummate the transaction  contemplated hereby or thereby, or
that  might  result  in the  aggregate  in any  material  adverse  change in the
business, prospects,  condition,  affairs, operations,  properties, or assets of
the ESI Group or in any material liability on the part of the ESI Group.

(g)  Compliance  with  Law.  Each  member of the ESI  Group,  to the best of its
knowledge after reasonable  investigation,  is in compliance with all applicable
statutes, laws, regulations and executive orders of the United States of America
and all states,  foreign countries,  and other governmental  bodies and agencies
having  jurisdiction  over its business or properties,  and no member of the ESI
Group has received  notice of any material  violation  of such  statutes,  laws,
regulations or orders which has not been remedied prior to the date hereof.

(h) Agreements, Contracts. No member of the ESI Group has breached, nor does any
member  of the ESI Group  have  knowledge  of any  claim or  threat  that it has
breached,  any of the terms or conditions of any material  agreement,  contract,
lease,  license,  instrument  or commitment  that in the aggregate  could have a
material  adverse  effect on the business,  properties,  financial  condition or
results of operations of the ESI Group. The execution,  delivery and performance
of and compliance with this Agreement,  have not resulted and will not result in
any  violation  of, or conflict  with,  or constitute a default under any of the
foregoing, or result in the creation of any mortgage,  pledge, lien, encumbrance
or charge upon any of the  properties  or assets of any member of the ESI Group.
To the  knowledge  of each  member  of the ESI  Group,  no  party  to any of its
material contracts is in material default of any such contract.

Section 4.  Yankee's  Representations  and  Warranties.  Yankee  represents  and
warrants:

(a)  Organization,  Good  Standing  and  Related  Matters . Yankee has been duly
incorporated and is validly existing as a corporation in good standing under the
laws of its state of  formation.  Yankee is duly  qualified  to do business as a
foreign  corporation in any other  jurisdictions in which such  qualification is
required  except where failure to so qualify  would not have a material  adverse
effect on Yankee or its business.  Yankee has all requisite  power and authority
to own its properties and conduct its business as presently being conducted.

(b)  Authorization.  The execution,  delivery and  performance by Yankee of this
Agreement has been duly authorized by all necessary action.

(c) Binding  Obligation.  This Agreement has been duly executed and delivered by
Yankee  and  constitutes  a legal,  valid  and  binding  obligation  of  Yankee,
enforceable  in  accordance  with its terms  except as  limited  by  bankruptcy,
insolvency,  moratorium,  and other laws of general  application  affecting  the
enforcement of creditors' rights and by general principles of equity.

(d) No  Conflicts.  The  execution  and  delivery  of  this  Agreement  and  the
consummation of the transactions  contemplated herein will not (i) conflict with
or result in a breach  of any of the  terms,  provisions  or  conditions  of any
material contract,  note, lease,  agreement or other instrument or obligation to
which  Yankee  is a party or (ii)  violate  any law,  order,  judgment,  rule or
regulation applicable to Yankee.

                                       2

<PAGE>
                                       

(e) Approvals and Consents. No approval, consent or authorization of any natural
person, firm,  corporation,  court or federal or state governmental authority is
necessary for the execution-or delivery of this Agreement or for the performance
by Yankee of any of the terms or conditions hereof.

(f) Litigation.  There is no action, proceeding, or investigation pending or, to
the best  knowledge of Yankee,  threatened  against  Yankee  before any court or
administrative  agency,  nor  any  writ,  order  or  judgment  of any  court  or
administrative  agency,  that  questions  the validity of this  Agreement or the
right of Yankee to enter into such  agreement,  or to consummate the transaction
contemplated  hereby or thereby,  or that might  result in the  aggregate in any
material  adverse  change  in  the  business,  prospects,   condition,  affairs,
operations,  properties, or assets of Yankee or in any material liability on the
part of Yankee.  Yankee does not  currently  intend to initiate any legal action
against any other person or entity.

(g) Execution of Agreement,  et al. The execution,  delivery and  performance of
and compliance with this Agreement, have not resulted and will not result in any
violation  of, or conflict  with,  or  constitute  a default  under any material
agreement,  contract,  lease,  license,  instrument  or  commitment  that in the
aggregate  could have a material  adverse  effect on the  business,  properties,
financial  condition  or  results  of  operations  of  Yankee,  or result in the
creation of any mortgage,  pledge,  lien,  encumbrance or charge upon any of the
properties  or assets of Yankee.  To Yankee's  knowledge  no party to any of its
material contracts is in material default of any such contract.

Section 5. Miscellaneous.

(a) Waiver and Amendment.  Any term hereof may be amended, and the observance of
any term hereof may be waived (either generally or in a particular  instance and
either  retroactively  or  prospectively),  only with the written consent of the
parties hereto.

(b) Severability.  Whenever possible,  each provision of this Agreement shall be
interpreted in such manner as to be effective and valid, but if any provision of
this  Agreement  shall be held to be  prohibited by or invalid,  such  provision
shall be  ineffective  only to the  extent of such  prohibition  or  invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Agreement.

(c) Colorado Law  Applicable.  This Agreement shall be governed by and construed
under the laws of the State of Colorado  without  regard to its conflicts of law
rules.

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

(e) Notices.  Any notice required under this Agreement shall be given in writing
and  shall  be  deemed  effectively  given  upon  personal  delivery  or sent by
facsimile  to the number  set forth  below to the party to be  notified  or upon
deposit with the United  States Post Office by  registered  or  certified  mail,
postage prepaid (or with an equivalent independent postal service) and addressed
to the party at the address set forth below or at such other facsimile number or
address as may be designated by a party by written notice to the other party:

To ESI Group:

c/o Earth Sciences, Inc.
910 12th Street
Golden, CO 80401
Tel. No. (303) 279-7641
Fax No. (303) 279-1180

To Yankee:

                                        3

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c/o Yankee Atomic Electric Company
580 Main Street
Bolton, Massachusetts 01740
Tel. No. (508) 779-6711
Fax No. (508) 568-3703

(f) No  Implied  Waiver.  Failure  to insist  upon  strict  compliance  with any
provision  hereof shall not be a waiver of such provision or any other provision
hereof.  Further, the waiver by either party hereto of a breach of any provision
hereof by the other party shall not be construed to waive any subsequent  breach
by such party.

(g)  Entire  Agreement.  This  Agreement  sets forth the  entire  agreement  and
understanding of the parties and supersedes all prior understandings, agreements
or  representations  by or between the parties,  whether  oral or written,  with
respect to the Option.

IN WITNESS  WHEREOF,  the parties  hereto have executed this Agreement as of the
day and year hereinabove first written.

Earth Sciences, Inc.

By /s/Mark H. McKinnies
   --------------------------
President

ESI Resources, Limited

By /s/Mark H. McKinnies
-----------------------------
President

Earth Sciences Extraction Company
by ESI Resources Limited, general partner

By /s/Mark H. McKinnies
-----------------------------
President

Yankee Atomic Electric Company

By /s/T. W. Bennet
-----------------------------
Authorized Officer

Vermont Yankee Nuclear Power Corporation

By /s/Bruce W. Wiggett
-----------------------------
Authorized Officer

                                        4
<PAGE>

EXHIBIT A

                            ASSIGNMENT OF NET PROFITS
                            -------------------------
                                    INTEREST
                                    --------

KNOW ALL MEN BY THESE PRESENTS, THAT:

THIS ASSIGNMENT,  dated as of the Effective Date as herein defined,  is executed
by Earth  Sciences,  Inc., a Colorado  corporation,  ESI Resources  Limited,  an
Alberta  corporation,  and Earth Sciences Extraction Company, an Alberta limited
partnership, whose mailing address is c/o Earth Sciences, Inc., 910 12th Street,
Golden, Colorado 80401 (collectively, the "Assignor"), to Yankee Atomic Electric
Company and Vermont Yankee  Nuclear Power  Corporation,  jointly,  whose mailing
addresses  are c/o Yankee  Atomic  Electric  Company,  580 Main Street,  Bolton,
Massachusetts 01740 (collectively, the "Assignee"). Capitalized terms shall have
the meaning set forth above and in Article VIII hereof.

                              ARTICLE I CONVEYANCE
                                        ----------

Assignor,  for and in consideration of the sum of One Hundred Dollars  ($100.00)
and other good and valuable  consideration in hand paid by Assignee to Assignor,
the receipt  and  sufficiency  of which are hereby  acknowledged,  has  GRANTED,
BARGAINED,  SOLD, CONVEYED,  ASSIGNED and DELIVERED,  and by these presents does
hereby  GRANT,  BARGAIN,  SELL,  CONVEY,  ASSIGN and  DELIVER,  the Net  Profits
Interest unto ASSIGNEE.

TO HAVE AND TO HOLD the Net Profits Interest, together with all and singular the
rights  and  appurtenances  thereunto,   subject,  however,  to  the  terms  and
provisions  of the Permitted  Agreements  and Burdens and this  Conveyance;  and
Assignor does by these  presents bind and obligate  itself,  its  successors and
assigns,  to WARRANT  and  FOREVER  DEFEND,  all and  singular  the Net  Profits
Interest unto the Assignee,  its  successors  and assigns,  against every person
whomsoever,  lawfully  claiming  or to claim the same or any part  thereof,  by,
through or under the Assignor, but not otherwise.

                         ARTICLE II RECORDS AND REPORTS
                                    -------------------

2 01.  Books and  Records.  The Assignor  shall at all times  maintain  true and
correct  books and records  sufficient  to determine  the Net Profits  Interest,
including,  but not limited to,  accounts to which Gross  Revenues and Costs and
Expenses are credited and charged and from which Net Income is determined.  Such
books and records shall be maintained in accordance with GAAP.

2.02.  Inspections.  The books and records  referred to in Section 2.01 shall be
open for inspection,  copying and audit at the offices of ESI Resources Limited,
3077 Shepard Place S.E., Calgary, Alberta T2H 2H4 during normal business hours.

2.03.  Annual  Statements.  Within ninety (90) days next  following the close of
each calendar year,  Assignor  shall deliver to the Assignee,  together with any
payment  due  under  Section  3.01  below,  a  detailed  statement  showing  the
computation  of  Net  Income  attributable  to  such  year,   accompanied  by  a
certificate  of the chief  financial  officer of ESI stating that such statement
has been  prepared in accordance  with this  Agreement and that such person does
not know of any  inaccuracy  therein.  The statement  will be  accompanied by an
audit report on Earth Science,  Inc.'s year end financial  statement prepared by
Earth Science, Inc.'s independent certified public accountants.

2.04.  Assignee's  Exceptions  to Annual  Statements.  If  Assignee  shall  take
exception  to any item or items  included in the annual  statements  rendered by
Assignor,  Assignee shall notify  Assignor in writing within two (2) years after
the  receipt of  thereof,  setting  forth in such  notice the  specific  charges
complained  of and to which  exception  is taken or the specific  credits  which
should  have been made and  allowed,  and with  respect to such  complaints  and
exceptions as are justified, adjustment shall be made. If Assignee shall fail to
give Assignor notice of such


                                       


<PAGE>

complaints and exceptions prior to the expiration of such two year period,  then
the statements as originally  rendered by Assignor shall be deemed to be correct
as rendered.

                               ARTICLE III PAYMENT
                                           -------

3.01.  Payment. On or before the last Business Day in the month of March in each
year  commencing in 1998,  Assignor  shall pay to Assignee  (except as otherwise
provided in Article  VII) an amount  equal to the Net Profits  Interest  for the
prior  calendar  year or pro rata part  thereof  less Net Profits  Taxes paid or
payable by  Assignor  and/or  its  Affiliates  or other  Person on behalf of the
Assignee.  Such payment shall be  accompanied  by the statement and  certificate
required under Section 2.03 hereof. All payments shall be in U.S. dollars.

3.02. Interest on Past Due Payments. Any amount not paid by Assignor to Assignee
when due shall  bear,  and  Assignor  will pay,  interest at the rate of 18% per
annum, but not in excess of the maximum amount allowed by law.

3.03. Overpayment. If at any time Assignor inadvertently pays Assignee more than
the amount due, Assignee shall not be obligated to return such overpayment,  but
the amount or amounts  otherwise  payable for any  subsequent  period or periods
shall be reduced by such overpayment, without interest.

                      ARTICLE IV NON-LIABILITY OF ASSIGNEE
                                 -------------------------

In no event shall Assignee be liable or responsible in any way for any Costs and
Expenses or other costs or liabilities  incurred by Assignor in connection  with
the Facility.

                         ARTICLE V OPERATION OF FACILITY
                                   ---------------------

5.01.  Prudency  Standard.  Assignor  agrees that it will conduct or cause to be
conducted,  the  development,  maintenance  and  operation of the Facility  with
reasonable and prudent business judgment and in accordance with good practices.

5.02. Abandonment of Facility.  Nothing herein contained shall obligate Assignor
to continue to maintain or attempt to maintain the Facility  when, in Assignor's
sole opinion, the Facility is incapable of producing a profit to the Assignor.

5.03. Insurance.  Assignor shall maintain, or cause to be maintained,  insurance
in such  amounts  and  covering  such risk as is usually  carried  by  companies
engaged in  similar  business  and  owning  similar  properties.  All  insurance
required by this Section 5.03 shall be maintained with responsible and reputable
insurance  companies  or  associations,  and may  contain  such  deductibles  as
Assignor deems appropriate.

                             ARTICLE VI ASSIGNMENTS
                                        -----------

6.01. Assignment by Assignor. Assignor shall not have the right to assign, sell,
transfer,  convey,  mortgage or pledge any interest in the Facility  unless made
expressly  subject to the Net Profits  Interest and the terms and  provisions of
this Conveyance.

6.02.  Assignment by Assignee.  Assignee has the right to assign the Net Profits
Interest in whole or in part. However, no such assignment will affect the method
of  computing  Net  Income,  and if more than one  Person  becomes  entitled  to
participate in the Net Profits Interest, Assignor may withhold the furnishing of
any information provided for in ARTICLE II from such other Person until Assignor
is  furnished a  recordable  instrument  executed by or binding upon all Persons
interested in the Net Profits Interest  designating one Person who is to receive
such information.

                                        2

<PAGE>


6.03. Change in Ownership. No change of ownership or right to receive payment of
the Net Profits Interest, or of any part thereof, however accomplished, shall be
binding upon  Assignor  until notice  thereof  shall have been  furnished by the
Person  claiming  the benefit  thereof,  and then only with  respect to payments
thereafter made.

Notice of sale or assignment  shall consist of a certified  copy of the recorded
instrument  accomplishing  the same;  notice of change of  ownership or right to
receive payment accomplished in any manner (for example by reason of incapacity,
death or dissolution)  shall consist of certified  copies of recorded  documents
and complete  proceedings  legally  binding and  conclusive of the rights of all
parties.  Until such  notice  shall have been  furnished  to  Assignor  as above
provided,  the payment or tender of all sums payable on the Net Profits Interest
may be made in the manner  provided  herein  precisely  as if no such  change in
interest ownership or right to receive payment has occurred.  The kind of notice
herein  provided  shall be  exclusive,  and no other  kind,  whether  actual  or
constructive, shall be binding on Assignor.

6.04. Rights of Mortgagee or Trustee.  If the Assignee shall at any time execute
a mortgage or deed of trust  covering  all or part of the Net Profits  Interest,
the  mortgagee(s)  or trustee(s)  therein named or the holder of any  obligation
secured  thereby shall be entitled,  to the extent the mortgage or deed of trust
so  provides,  to  exercise  all the  rights,  remedies,  powers and  privileges
conferred  upon the  Assignee  by the  terms of this  Conveyance  and to give or
withhold all consents required to be obtained hereunder by the Assignee, but the
provisions of this Section 6.04 shall in no way be deemed or construed to impose
upon the Assignor any  obligation or liability  undertaken by the Assignee under
such mortgage or deed of trust or under the obligation secured thereby.

                          ARTICLE VII REPURCHASE OPTION
                                      -----------------

Assignor shall have the option to repurchase  the Net Profits  Interest from the
Assignee or its successors  and assigns at any time prior to the  termination of
the Net Profits  Interest by paying the Assignee or its  successors  and assigns
the sum of (a)  $3,000,000  plus (b) an additional  $50,000 for each January 1st
following the date of this Conveyance. In addition,  Assignor shall pay Assignee
on March 30 of the calendar  year  following  the year in which this  repurchase
option is  exercised  an amount  equal to (a) the Net Profits for the  preceding
calendar year  multiplied by (b) a fraction  equal to the numeric  equivalent of
the month in which the repurchase option is exercised divided by 12.

Notwithstanding  anything in this Article to the  contrary,  the Assignor  shall
never be required  to pay  Assignee  and its  successors  and assigns  more than
$3,250,000 to repurchase the Net Profits Interest.

                            ARTICLE VIII DEFINITIONS
                                         -----------

The following  words,  terms or phrases have the following  meaning when used in
this Agreement:

"Affiliate"  means as to any Person,  any Person  controlling,  controlled by or
under  common  control  with such  Person,  with the  concept of control in such
context meaning the possession,  directly or indirectly,  of the power to direct
or cause the  direction  of the  management  and  policies of  another,  whether
through the ownership of voting securities, by contract or otherwise.

"Assignee"  means the  Assignee  while it owns an  interest  in the Net  Profits
Interest,  and any other Person or Persons who subsequently  acquire legal title
to-all or any portion of the Net Profits Interest.

"Assignor"  means the Assignor  while it owns all or part of the Facility  other
than a royalty or profits interest,  and any other Person or Persons who acquire
all or any part of the Facility other than a royalty or profits interest.

"Business  Day"  means any day which is not a  Saturday,  Sunday or other day in
which national banking  institutions in the City of Denver,  Colorado are closed
as authorized or required by law.

"Conveyance" means this Assignment of Net Profits Interest.

                                        3

<PAGE>


"Costs  and  Expenses"  means the sum of the  following  amounts  related to the
Facility  determined in accordance  with GAAP from and after the Effective  Date
(which  shall be counted  only once even though they may be covered by more than
one of the subparagraphs or clauses of this definition):


(1) all actual cash expenditures and reasonable  accruals by the Assignor or its
Affiliates in connection with the operation of the Facility, including by way of
example and not limitation, all costs for any materials, processing, production,
haulage,   storage,   rentals,   assessments,   testing,  selling,  general  and
administrative costs directly relating to the Facility,  supplies, materials and
maintenance,  all  payments  of any  kind  to  Western  Cooperative  Fertilizers
Limited,  all taxes directly related to the Facility or the production therefrom
except  income  taxes,  all costs of  employees  utilized  on or for the  direct
benefit of the  Facility  and  operations  thereof,  including  wages,  plans of
deferred compensation, other employee contributions, and all additional benefits
such as insurance,  retirement and services  calculated on a cost (no profit and
including  only those bonuses that are reasonable and customary in the industry)
basis to Assignor and/or its Affiliates, including appropriate overhead charges,
all  costs  of  professional  consultants,  accounting  and  legal  services  or
independent  contractors  insofar  as  they  relate  directly  to the  Facility;
insurance;  utilities,  including  power and water,  and all other  costs of the
Assignor and/or its Affiliates in connection with the preservation and operation
of the Facility;

(2) Production Taxes related to the Facility;

(3) any amounts paid or accrued by the Assignor and/or its  Affiliates,  whether
as refund,  interest or penalty,  to a  purchaser  because the amount  initially
received by the  Assignor  and/or its  Affiliates  as sales  price was more,  or
allegedly more, than permitted by the terms of any applicable contract, statute,
regulation, order, decree or other obligations related to the Facility; and

(4) amounts paid by the Assignor and/or its Affiliates on and in accordance with
any  Permitted  Agreements  and Burdens,  interest paid by the Assignor to third
parties  on   indebtedness   incurred  in  connection   with  the  Facility  and
depreciation and amortization at a rate no greater than a straight line basis of
or related to the Facility.

"Effective  Date" means 12:01  a.m.,  Calgary  time on the first day of the next
succeeding  month after  exercise by ESI of the option  described  in the Option
Agreement,  dated as of ______________ to which Earth Sciences,  Inc. and Yankee
are, among others, parties.

"Facility" means the Assignor's solvent extraction  facility located in Calgary,
Alberta, the legal description of which is as follows:
MERIDIAN 4 RANGE 29 TOWNSHIP 23
SECTION 16
THAT PORTION OF THE NORTHEAST QUARTER WHICH LIES TO THE SOUTH AND WEST OF THE
ROADWAY ON PLAN 5170EZ AND TO THE SOUTH AND EAST OF THE LAND COMPRISED WITHIN
6460AR CONTAINING 53.7 HECTARES (132.67 ACRES) MORE OR LESS EXCEPTING THE
STREET WIDENING ON PLAN 8311428 CONTAINING 0.164 HECTARES (0.41 ACRES) MORE
OR LESS EXCEPTING THEREOUT ALL MINES AND MINERALS; and PLAN 6460AR BLOCK "X"
AND BLOCK "Y" EXCEPTING OUT OF SAID BLOCK "Y" THE RIGHT OF WAY ON PLAN RW543
CONTAINING 0.526 HECTARES (1.30 ACRES) MORE OR LESS EXCEPTING THEREOUT ALL
MINES AND MINERALS AND THE RIGHT TO WORK THE SAME.

"GAAP" means generally accepted accounting principles.

                                        4

<PAGE>

"Gross Revenues" means the sum of the following amounts determined in accordance
with GAAP from and after the  Effective  Date (which items shall be counted only
once even  though they may be covered by more than one of the  subparagraphs  or
clauses of this definition):

(1) An  amount  equal to all  sales of  products  from the  Facility  after  the
Effective Date recognized under GAAP by the Assignor and/or its Affiliates;

(2) The income from all insurance less costs of collection, judgments and claims
(including   settlements  thereof),   recognized  by  the  Assignor  and/or  its
Affiliates involving the Facility to the extent such income is not actually used
or committed  for use in repairing,  rebuilding  or replacing any property,  the
loss, damage, taking or condemning of which gave rise to such judgment or claim;
and

(3) All other  monies and things of value  recognized  as income by the Assignor
and/or its  Affiliates by virtue of the  ownership of the Facility,  except that
the income from the sale by the Assignor  and/or its  Affiliates of any interest
in the  Facility  shall not be included in Gross  Revenues in the event that the
Assignor and/or its Affiliates should hereafter sell any part of its interest in
the Facility subject to the Net Profits Interest herein assigned.

"Net Income" for any period means the excess of Gross Revenues recognized during
such period over the Costs and Expenses recognized during such period.

"Net Loss " at any calendar year end date means an amount equal to the excess of
Costs and Expenses over Gross Revenues for such period.  Net Loss will not carry
forward or carry back.

"Net Profits Interest" means 10% of the Net Income.

"Net Profits  Taxes" means all windfall  profit taxes,  state  severance  taxes,
excise taxes, ad valorem taxes, income taxes and all other taxes or governmental
charges  which are  attributable  to the Net  Profits  Interest,  to Net  Income
derived  by the  Assignee  therefrom,  or to both and as to which  the  Assignor
and/or its Affiliates is required to withhold and pay over or otherwise  account
to any taxing authority.

"Non-Affiliate"  means,  as to the party  specified,  any  Person  who is not an
Affiliate of such party.

"Permitted Agreements and Burdens" means all agreements,
whenever  entered  into,  relating to the  borrowing  of monies for use at or in
connection  with the Facility;  and, if consented to by the Assignee,  all other
agreements entered into after the Effective Date.

"Person" means any individual, corporation,  partnership, trust, estate or other
entity or organization.

"Production  Taxes" means (a) all windfall profit taxes,  state,  provincial and
local severance taxes and all other taxes,  excluding  income taxes, and (b) all
ad  valorem  taxes and other  taxes,  excluding  income  taxes,  imposed  on the
Facility or Assignor and/or its Affiliates' interest therein.

                            ARTICLE IX MISCELLANEOUS
                                       -------------

9.01.  Term. This Conveyance shall remain in force and effect until the earliest
of (i) the tenth  anniversary  following the Effective Date; (ii) payment by the
Assignor of a total of $4,850,000 pursuant to the terms hereof or by prepayment;
or (iii) the date on which the repurchase option described herein is exercised.

9.02. Further  Assurances.  Should any additional  instruments of assignment and
conveyance  be required to describe  more  specifically  any  interests  subject
hereto,  Assignor and Assignor  agree to execute and deliver the same.  Also, if
any other or additional instruments are required in connection herewith in order
to comply with  applicable  laws or  regulations,  Assignor  and  Assignee  will
execute and deliver the same.

                                        5

<PAGE>


9.03. Notices. All notices, statements,  payments and communications between the
parties hereto shall be deemed to have been sufficiently  given and delivered if
enclosed  in a post paid  wrapper  and  deposited  in the  United  States  mails
directed,  or if personally  delivered or  telecopied,  to the party to whom the
same is  directed  or to be  furnished  or made at the  respective  address,  as
follows:

   ASSIGNOR:

         c/o Earth Sciences, Inc.
         910 12th Street
         Golden, CO 80401
         Tel. No. (303) 279-7641
         Fax No. (303) 279-1180

   ASSIGNEE:
         c/o Yankee Atomic Electric Company
         580 Main Street
         Bolton, Massachusetts 01740
         Tel. No. (508) 779-6711
         Fax No. (508) 568-3703

Either  party or the  successors  or  assignees  of the  interest  or  rights or
obligations of either party  hereunder may change its address or designate a new
or different  address or addresses for the purposes  hereof by a similar  notice
given or directed to all parties interested hereunder at the time.

9.04. Binding Effect. This Conveyance shall bind and inure to the benefit of the
successors and assigns of Assignor and Assignee.

9.05.  Governing Law. The validity,  effect and  construction of this Conveyance
shall be governed by the laws of Colorado.

9.06.  Headings.  Article and Section  headings used in this  Conveyance are for
convenience only and shall not affect the construction of this Conveyance.

9.07.  Substitution of Warranty.  This instrument is made with full substitution
and  subrogation  of  Assignee  in and to all  covenants  of  warranty by others
heretofore  given or made with  respect to the  Facility or any part  thereof or
interest therein.

9.08.  Counterpart  Execution.  This  Conveyance  is being  executed in multiple
original  counterparts,  all of which are identical.  Every  counterpart of this
Conveyance  shall be  deemed to be an  original  for all  purposes  and all such
counterparts together shall constitute one and the same Conveyance.

IN WITNESS  WHEREOF,  the parties have caused this  Conveyance to be executed in
their  respective  names and their  corporate  seals to be  affixed  hereto  and
attested by their proper signatory  officers thereunto  authorized,  in multiple
originals, as of the Effective Date.

Earth Sciences, Inc.

By_________________________
President

                                       6
                                       

<PAGE>

ESI Resources Limited

By________________________
   President

Earth Sciences Extraction Company
by ESI Resources Limited, general partner

By_________________________
President

Yankee Atomic Electric Company

By_________________________
   Authorized Officer

Vermont Yankee Nuclear Power Corporation

By__________________________
Authorized Officer

STATE OF COLORADO   )
                    ) ss.
COUNTY OF JEFFERSON )

The foregoing  instrument was acknowledged before me this day of , 1997, by Mark
H. McKinnies as President of Earth Sciences, Inc.

Witness my hand and official seal.

My Commission Expires:
                                                  ------------------------------
                                                  Notary Public
                                                  Name:
                                                        ------------------------

                                                  Address:
                                                          ----------------------
STATE OF COLORADO   )
                    ) ss.
COUNTY OF JEFFERSON )

The foregoing  instrument was acknowledged before me this day of , 1997, by Mark
H.  McKinnies  as President  of ESI  Resources  Limited on its own behalf and as
general partner of Earth Sciences Extraction Company.

Witness my hand and official seal.

         My Commission Expires:
                                               ---------------------------------
                                               Notary Public

                                               Name:
                                                    ----------------------------

                                               Address:
                                                       ------------------------

COMMONWEALTH OF MASSACHUSETTS )
                              ) ss.
COUNTY OF WORCESTER           )

The  foregoing  instrument  was  acknowledged  before me this day of , 1997,  by
Andrew C. Kadak, as President of Yankee Atomic Electric Company.

Witness my hand and official seal.

My Commission Expires:
                                                  ------------------------------
                                                          Notary Public
                                                  Name:
                                                       -------------------------

                                                  Address:
                                                          ----------------------



                                       7
                                       


<PAGE>

STATE OF VERMONT  )
                  ) ss.
COUNTY OF WINDHAM )

The foregoing  instrument was acknowledged  before me this day of , 1997 by Ross
P. Barkhurst, as President of Vermont Yankee Nuclear Power Corporation.

Witness my hand and official seal.
My Commission Expires:

                                                    ---------------------------
                                                    Notary Public
                                                    Name:
                                                          ---------------------
                                                                     
                                                    Address:
                                                            -------------------



                                       8