Exhibit 10.35



Executive
Compensation Plan

First
EditionNovember 4, 2004



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Table of
Contents

|                                                                         | 
|------------------------------------------------------------------------ | 
|A.  EXECUTIVE APPLICABILITY & ELIGIBILITY                                | 
|                                                                         | 
|B.  COMPENSATION PHILOSOPHY                                              | 
|                                                                         | 
|C.  ELEMENTS OF EXECUTIVE PAY                                            | 
|                                                                         | 
|Base Salary (Cash)                                                       | 
|Short and Long Term Incentives                                           | 
|Equity Awards                                                            | 
|Severance Pay                                                            | 
|Recapture Incentive                                                      | 
|Executive Stock Ownership                                                | 
|                                                                         | 
|D.  PROFIT SHARING POOL                                                  | 
|                                                                         | 
|E.  INTERRUPTION OF EMPLOYMENT                                           | 
|                                                                         | 
|Retirement, Disability, Leave of Absence and Death                       | 
|Termination                                                              | 
|                                                                         | 
|F.  CHANGE IN CONTROL                                                    | 
|                                                                         | 
|G.  PLAN DURATION, CHANGES & OTHER                                       | 
|                                                                         | 
|H.  APPENDIX                                                             | 
|                                                                         | 
|Executive Compensation Plan Acknowledgement Receipt and Beneficiary Form | 
|                                                                         | 



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A.    EXECUTIVE
APPLICABILITY & ELIGIBILITY

This
Executive Compensation Plan applies to the Executive Team, which includes the
President/Chief Executive Officer, the Chief Operating Officer, the Chief
Financial Officer, the Vice President of Contract Research and Development and
the Vice President of Sales, and may include other future executive officers of
the company.

Executives
become eligible to participate in this plan after completing 12 months of
continuous service with ADA-ES. This may be modified based on Board of Directors
approval.

B.   
COMPENSATION PHILOSOPHY

The
ADA-ES compensation philosophy is designed to support our goals in creating a
reputation that can be leveraged to build our business and reward stockholders,
executives and employees.

The
business goals include:

|o |  | Creating
a steady stream of new and profitable products
|- |  | -------------------------------------------------------

|o |  | Developing
sustainable, return business,
|- |  | ----------------------------------------

|o |  | Becoming
the first company called for pollution  control jobs,
|- |  | --------------------------------------------------------------

|o |  | Becoming
a household name in the utility industry, and
|- |  | ------------------------------------------------------

|o |  | Ensuring
a reputation for outstanding service and value to customers.
|- |  | ---------------------------------------------------------------------

Compensation
goals include:

|o |  | Linking
the interests of shareholders with the interests of executives.
|- |  | -----------------------------------------------------------------------

|o |  | Maintaining
a reliable link to the market.
|- |  | ------------------------------------------

|o |  | Giving
the organization access to quality candidates.
|- |  | -----------------------------------------------------

|o |  | Providing
pay recognition for executives as a result of business success.
|- |  | -------------------------------------------------------------------------

Performance
Considerations:

Business,
and related compensation decisions will be based on these considerations:

|Leveraged ReputationGoal                | Quantitative/QualitativePerformance Metric
|--------------------------------------- | ------------------------------------------
|Creating a steady stream of new         |                                           
|and profitable products and chemicals,  |                                           
|                                        |                                           
|Developing sustainable, return business |                                           
|                                        |                                           

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|Leveraged ReputationGoal                   | Quantitative/QualitativePerformance Metric
|------------------------------------------ | ------------------------------------------
|Becoming the first company called          |                                           
|for pollution control jobs                 |                                           
|                                           |                                           
|Recognized  leader for the products and    |                                           
|services we supply in the utility industry |                                           
|                                           |                                           
|Ensuring a reputation for outstanding      |                                           
|service and value to customers             |                                           
|                                           |                                           
|                                           |                                           

C.   ELEMENTS
OF EXECUTIVE PAY

Base Salary (Cash)

Base
salary is defined as ongoing, cash compensation paid bi-weekly based on such
factors as job responsibilities, external competitiveness, and the
individuals experience and performance. (See also the ADA-ES Employee
Handbook.) Pay Ranges will be set based on the local market for similar
position, with consideration given to national rates of pay. ADA-ES will attempt
to ensure middle market pay for solid performers and consider higher levels of
pay for outstanding performers. ADA-ES does not intend to be a market leader in
base compensation.

Short and
Long Term Incentives

Annual
incentives are designed to motivate the management team to achieve critical
short-term goals, typically one to two years, which are expected to contribute
to the long-term health and value of the organization. Incentives may be paid in
cash or equity as determined by the Board. It is expected that in the early
years of the plan, payment will be primarily in stock, either through options or
restricted shares.

Incentive
amounts will be set based on organization level and market practices. The plan
will focus on specific business objectives set at the beginning of each year.
Objectives will be those quantitative metrics, such as revenue, income, or
market share, which management and the Board determine are most important to the
short and long term health and value of the organization.

From
time to time the Board may feel it necessary to recognize exemplary performance
of any executive with a cash award. Exemplary performance will be performance
that the Board determines to have required significant effort and commitment and
is determined to have had a significant positive impact on the current or future
performance of the organization.

Annual
incentives, if any, are approved for payment by the Compensation Committee/Board
of Directors and are planned for payment by February 28th of the
calendar year following the incentive period. Incentives are subject to payroll
taxes. These incentives can be deferred and can be paid to a designated
beneficiary (see Section E).

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Equity Awards

The
use of equity payments is intended to link short term success to long term
performance and decision making, and to align management and shareholder
interests. Payments may be made in restricted shares or options, as determined
by the Board, considering accounting and regulatory restrictions, and the
financial condition of the company.

Restricted
shares, or options, awarded in the near term will increase or decrease in value
based on the performance of the company over time. Such holdings are personal
investments in the company since the awards might otherwise have been paid in
cash. Executives will be compelled to make decisions which are in the long term
best interest of shareholders in order to preserve the initial investment and to
create opportunities for growth of share value until such time as restrictions
expire or options vest. Options will be awarded with provisions for accelerated
vesting following outstanding performance years.

Executive
Stock Ownership requirements (discussed below) will strengthen the management
 shareholder alignment. Unrestricted shares or vested options generally
can only be sold after ownership requirements are satisfied and only to the
extent that the remaining holdings continue to meet the ownership requirement.

Severance Pay

There
is no severance pay policy for any executive.

Recapture
Incentive

In the
event of a restatement of income, any over-payments made to executives may be
reclaimed at the discretion of the Board of Directors.

Executive
Stock Ownership

Executives
are required to own a number of shares of stock equal to a value of at least one
(1) times the annual base salary as a condition of continued employment with
ADA-ES. Executives shall have five (5) years from the date this program is
adopted to accomplish this level of ownership. Ownership will be calculated
considering holdings of restricted stock, whether or not the restrictions have
expired, private holdings, and shares held in retirement accounts. Holding of
options also will be considered in the ownership calculation by adding the value
of the spread of in-the-money options to the total value of other holdings.

After
ownership requirements have been met, executives may sell unrestricted stock
they have owned for a period greater than 12 months, and may not exercise vested
stock options and sell shares to pay for the exercise price and withholding tax,
except as otherwise provided for in the underlying stock option agreement. Any
sale of stock options or shares of stock must be announced at least 30 days in
advance or be engaged in a pre-announced program sale in compliance with federal
securities laws. Executives leaving the company are required to hold their stock
in the company for at least 6-months after leaving the company.

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D.   PROFIT
SHARING POOL

Executives
may also be eligible to participate in the companys profit sharing pool.
See the current ADA-ES Profit Sharing Plan document.

E.   
INTERRUPTION OF EMPLOYMENT

Retirement,
Disability, Leave of Absence and Death

If an
executives employment with the Corporation is suspended or terminates
during an Incentive period because of retirement, disability or death, or if the
employee takes any approved leave of absence as described in the ADA-ES Employee
Handbook, the executive, or the executives designated beneficiary* in the
case of the employees death, shall be entitled to a prorated incentive
payment. The prorated payment shall be determined at the end of the incentive
period. Such prorated award shall be determined by multiplying the incentive to
which the executive would otherwise have been entitled by a fraction  the
numerator of which is the number of months the executive was employed during the
incentive period and the denominator of which is the total number of calendar
months in the incentive period. Awards may also be deferred as requested by the
executive (or the executives beneficiary* in the case of the
employees death) once approved by the Compensation Committee/Board of
Directors.

*
Note: The Executive must complete an Executive Compensation Plan Beneficiary
Form (See Section H: Appendix.

Termination

If an
executives employment with the Corporation terminates during an incentive
period for any reason other than retirement, disability or death, the award for
that incentive period shall be forfeited on the date of such termination.
However, the Board, at its sole discretion, may determine that the executive may
be entitled to a prorated incentive payment.

F.   CHANGE IN
CONTROL

Upon,
or in reasonable anticipation of, a change in control of the Corporation:

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|1. |  | Approved incentive compensation awards may be made for the incentive period
during which the change in control occurs, and then paid immediately to a
trustee on such terms as the Chief Financial Officer or his/her successor shall
deem appropriate (including such terms as are appropriate to cause such payment,
if possible, not to be a taxable event to the executive). Terms of dispersal may
be written and provided by the Chief Financial Officer or his/her successor to
the executives affected. The terms outlined enable the incentive compensation
awards to be paid to executives either not later than the end of the first
calendar quarter following the end of the calendar year to which the incentive
compensation awards relate, or on a deferred basis in accordance with the
elections of the executives affected as to the timing of the receipt of
incentive compensation awards for such period.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. |  | Executives who are eligible to receive an incentive compensation award for the
incentive period in which a change in control occurs may be eligible to receive
incentive compensation awards for the incentive plan year following the change
in control.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Guidelines
for determining the amount of the incentive compensation award payable to each
executive will include:

|o |  | One-half of the maximum incentive compensation award payable (reduced as deemed
appropriate by the Compensation Committee and approved by the Board of
Directors, if applicable) to the executive if the change in control occurs
during the first six months of the calendar year; or
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o |  | The full maximum incentive compensation award payable (reduced as deemed
appropriate by the Compensation Committee and approved by the Board of
Directors, if applicable) to the executive if the change in control occurs
during the second six months of the calendar year.
|- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | All deferred amounts may be paid immediately to a trustee on such terms as the
Chief Financial Officer or his/her successor deem appropriate, including such
terms as are appropriate to cause such payment, if possible, not to be a taxable
event to the executive. Terms of dispersal may be written and provided to the
executives affected by the Chief Financial Office or his/her successor in order
to give effect to the elections of the executives with respect to the timing of
the receipt of any deferred amounts.
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

G.   PLAN
DURATION, CHANGES & OTHER

This
plan may be revised, reviewed or eliminated at the discretion of the Board of
Directors at any time without notice. Only the Board of Directors has the
ability to make any changes or verbal commitments regarding the plan.

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The
information in this document does not constitute a guarantee of work, job status
or employment for any period of time. Employment is at will and either the
executive or the company may terminate the relationship at any time. This
document is not intended to create a contract of employment express or implied.

This
plan supersedes all previous plan documents.

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H.   APPENDIX

Executive
Compensation Plan Acknowledgement Receipt and Beneficiary Form

Executive Name:
_______________________________________

Executive
Title:  ________________________________________

Social Security
Number  __________________________________

I
acknowledge receipt of the ADA-ES Executive Compensation Plan, commencing for me
on (date to be inserted here). Related to compensation as outlined in the Plan,
I further designate my beneficiary(ies) as shown below:

|Beneficiary Name | Relationship toExecutive | Annual Incentive/Long Term Incentive/All | % Proceeds
|---------------- | ------------------------ | ---------------------------------------- | ----------
|                 |                          |                                          |           
|                 |                          |                                          |           
|                 |                          |                                          |           
|                 |                          |                                          |           

|                    | 
|------------------- | 
|                    | 
|Executive Signature | 
|                    | 
|                    | 
|                    | 
|Print Name          | 
|                    | 

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