Exhibit  10.29

ADA-ES,
INC.2005
Directors Compensation Plan

ADA-ES,
INC., a Colorado corporation (the "Corporation"), sets forth herein the terms
of the 2005 Directors Compensation  Plan (the "Plan") as follows:

|1. |  | PURPOSE
|-- |  | -------

The
Plan is intended to advance the interests of the Corporation by providing
eligible directors (as designated pursuant to Section 5 hereof) an opportunity
to acquire or increase a proprietary interest in the Corporation, which thereby
will create a stronger incentive to expend maximum effort for the growth and
success of the Corporation and will encourage such eligible individuals to
continue to service the Corporation.

|2. |  | DEFINITIONS
|-- |  | -----------

For
purposes of interpreting the Plan and related documents (including Option
Agreements), the following definitions shall apply:

|2.1 |  | Affiliate means
any company or other trade or business that is  controlled by or under common control
with the Corporation, (determined in  accordance with the principles of Section 414(b)
and 414(c) of the Code and the  regulations thereunder) or is an affiliate of the
Corporation within the meaning  of Rule 405 of Regulation C under the 1933 Act.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.2 |  | Board means
the Board of Directors of the Corporation.
|--- |  | --------------------------------------------------------

|2.3 |  | Cause means,
unless otherwise defined in an Option Agreement, (i) gross negligence or  willful
misconduct in connection with the performance of duties; (ii) conviction  of a criminal
offense (other than minor traffic offenses); or (iii) material  breach of any term of any
employment, consulting or other services,  confidentiality, intellectual property or
non-competition agreements, if any,  between Optionee and the Corporation or any of its
Subsidiaries or Affiliates.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.4 |  | Code means
the Internal Revenue Code of 1986, as now in effect or as  hereafter amended.
|--- |  | ------------------------------------------------------------------------------------------

|2.5 |  | Committee means
the Compensation Committee of the Board, which must  consist of no fewer than two members
of the Board and shall be appointed by the  Board.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.6 |  | Corporation means
ADA-ES, INC.
|--- |  | --------------------------------

|2.7 |  | Director means
a member of Board of Directors of the Corporation.
|--- |  | -------------------------------------------------------------------

|2.8 |  | Effective
Date means the date of adoption of the Plan by the Board.
|--- |  | ---------------------------------------------------------------------

|2.9 |  | Employer means
ADA-ES, INC. or the Subsidiary or Affiliate of the Corporation, which employs the
designated recipient of an Option.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------

|2.10 |  | Exchange
Act means the Securities Exchange Act of 1934, as now in effect or as  hereafter
amended.
|---- |  | ----------------------------------------------------------------------------------------------------

|2.11 |  | Fair
Market Value means the value of each share of Stock subject to the Plan  determined
as follows: if on the Grant Date or other determination date the shares of  Stock are
listed on an established national or regional stock exchange, are admitted to  quotation
on the National Association of Securities Dealers Automated Quotation System, or  are
publicly traded on an established securities market, the Fair Market Value of the  shares
of Stock shall be the closing bid price of the shares of Stock on such exchange or  in
such market (the highest such closing price if there is more than one such exchange or
market) on the trading day immediately preceding the Grant Date (or on the Grant Date, if
so specified by the Committee or the Board) or such other determination date or, if no
sale of the shares of Stock is reported for such trading day, on the next preceding day
on  which any sale shall have been reported. If the shares of Stock are not listed on
such an  exchange, quoted on such System or traded on such a market, Fair Market Value
shall be  determined by the Board in good faith.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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|2.12 |  | Family
Member means a person who is a spouse, child, stepchild, grandchild,  parent,
stepparent, grandparent, sibling, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, of the Optionee, any person sharing the Optionees household (other
than a tenant or employee), a trust in which these persons (or the Optionee) have more
than fifty percent of the beneficial interest, a foundation in which these persons (or
the  Optionee) control the management of assets, and any other entity in which these
persons  (or the Optionee) own more than fifty percent of the voting interests.
|---- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.13 |  | Option means
an option to purchase one or more shares of Stock pursuant to the  Plan.
|---- |  | ---------------------------------------------------------------------------------------

|2.14 |  | Option
Agreement means the written agreement evidencing the grant of an Option  hereunder.
|---- |  | --------------------------------------------------------------------------------------------

|2.15 |  | Option
Grant Date means the later of (i) November 4, 2004 and (ii) the date as  of which
the Optionee and the Corporation, Subsidiary or Affiliate enter the relationship
resulting in the Optionee being eligible for grants.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2.16 |  | Optionee means
a person who holds an Option under the Plan.
|---- |  | -------------------------------------------------------------

|2.17 |  | Option
Period means the period during which Options may be exercised as defined in Section
11.
|---- |  | ------------------------------------------------------------------------------------------------

|2.18 |  | Option
Price means the purchase price for each share of Stock subject to an  Option.
|---- |  | --------------------------------------------------------------------------------------

|2.19 |  | Plan means
the ADA-ES, INC. 2005 Director Compensation Plan.
|---- |  | --------------------------------------------------------------

|2.20 |  | 1933
Act means the Securities Act of 1933, as now in effect or as hereafter amended.
|---- |  | --------------------------------------------------------------------------------------

|2.21 |  | Service
Relationship means the provision of bona fide services to the  Corporation, a
Subsidiary, or an Affiliate as a director, employee or consultant.
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

|2.22 |  | Stock means
the shares of Common Stock, no par value, of the  Corporation.
|---- |  | ----------------------------------------------------------------------------

|2.23 |  | Stock
Award means the award of shares of Common Stock, no par value,  of the Corporation
under the Plan.
|---- |  | ----------------------------------------------------------------------------------------------------------

|2.24 |  | Stock
Award Date means the later of (i) March 17, 2005 and (ii) the date as of  which the
Stock Recipient is awarded the right to receive Stock.
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

|2.25 |  | Stock
Recipient means a person who receives an award of Stock subject to the  Plan.
|---- |  | -------------------------------------------------------------------------------------

|2.26 |  | Subsidiary means
any subsidiary corporation of the Corporation  within the meaning of Section
425(f) of the Code.
|---- |  | ---------------------------------------------------------------------------------------------------------------------

|3. |  | ADMINISTRATION
|-- |  | --------------

|3.1. |  | Committee
|---- |  | ---------

The
Plan shall be administered by the Committee appointed by the Board, which shall
have the full power and authority to take all actions and to make all
determinations required or provided for under the Plan or any Stock Award or
Option granted or Option Agreement entered into hereunder and all such other
actions and determinations not inconsistent with the specific terms and
provisions of the Plan deemed by the Committee to be necessary or appropriate to
the administration of the Plan or any Stock Award or any Option granted or
Option Agreement entered into hereunder. The interpretation and construction by
the Committee of any provision of the Plan or of any Stock Award or any Option
granted or Option Agreement entered into hereunder shall be final and
conclusive.

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|3.2. |  | No
Liability
|---- |  | ------------

No
member of the Board or of the Committee shall be liable for any action or
determination made, or any failure to take or make an action or determination,
in good faith with respect to the Plan or any Stock Award or any Option granted
or Option Agreement entered into hereunder.

|4. |  | STOCK
|-- |  | -----

The
stock that may be issued pursuant to Options granted under the Plan shall be
Stock, which shares may be treasury shares or authorized but unissued shares.
The number of shares of Stock that may be issued pursuant to Options granted
under the Plan shall not exceed in the aggregate 40,000 shares of Stock, which
number of shares is subject to adjustment as provided in Section 19 hereof. If
any Option or portion thereof is unearned, expires, terminates or is terminated
for any reason prior to exercise in full, the shares of Stock that were subject
to the unexercised portion of such Option shall be available for future Options
granted under the Plan. The number of shares of Stock that may be issued
pursuant to Stock Awards under the Plan shall not exceed in the aggregate 50,000
shares of Stock, which number of shares is subject to adjustment as provided in
Section 19 hereof. If any Stock Award or portion thereof is unearned, expires,
terminates or is terminated for any reason prior to issuance in full, the shares
of Stock of such portion of such Stock Award shall be available for future Stock
Award under the Plan.

|5. |  | ELIGIBILITY
|-- |  | -----------

Stock
Awards and Options may be granted under the Plan to any non-management Director
of the Corporation. An individual may not hold more than one Option, subject to
such restrictions as are provided herein.

|6. |  | EFFECTIVE
DATE AND TERM
|-- |  | -----------------------

|6.1. |  | Effective
Date
|---- |  | --------------

The
Plan shall become effective as of March 17, 2005, the date of adoption of the
final Plan by the Board, subject to stockholders approval of the Plan;
provided, however, that upon approval of the Plan by the stockholders of the
Corporation, all Stock Awards and Options granted under the Plan on or after the
effective date shall be fully effective as if the stockholders of the
Corporation had approved the Plan on the effective date. If the stockholders
fail to approve the Plan, any Stock Awards and Options granted hereunder shall
be null, void and of no effect.

|6.2. |  | Term
|---- |  | ----

If
not sooner terminated by the Board, the Plan shall terminate on the date 10
years after the effective date.

|7. |  | STOCK
AWARDS AND ANNUAL LIMITATION
|-- |  | ----------------------------------

Subject
to the terms and conditions of the Plan, the Committee may, at any time and from
time to time prior to the date of termination of the Plan, issue to such
eligible Directors a Stock Award. Such Stock Awards will be limited to not more
than 1,000 shares of Stock for any annual period of service per individual,
which number of shares is subject to adjustment as provided in Section 19
hereof. The Corporation may or may not register the Stock so issued for sale
with the U.S. Securities and Exchange Commission and is under no obligation to
do so.

|8. |  | GRANT
OF OPTIONS
|-- |  | ----------------

Subject
to the terms and conditions of the Plan, the Committee may, at any time and from
time to time prior to the date of termination of the Plan, grant to such
eligible Directors Options to purchase such number of shares of Stock with the
following terms and conditions: the exercise price shall be the market price on
the date of grant, the shares of Stock underlying the Option will vest for
exercise at a rate of no more than 1,667 shares per annual period, and any
unvested shares of Stock that are outstanding at the date the Optionee no longer
is a Director of the Corporation or in a Service Relationship will be forfeited.
Without limiting the foregoing, the Committee may at any time, with the consent
of the Optionee, amend the terms of outstanding Options or issue new Options in
exchange for the surrender and cancellation of outstanding Options. The date on
which the Committee approves the grant of an Option (or such later date as is
specified by the Committee) shall be considered the date on which such Option is
granted. The maximum number of shares of Stock subject to Options that can be
awarded under the Plan to any person is 5,000 shares, which number of shares is
subject to adjustment as provided in Section 19 hereof.

3



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|9. |  | OPTION
AGREEMENTS
|-- |  | -----------------

All
Options granted pursuant to the Plan shall be evidenced by written agreements to
be executed by the Corporation and the Optionee, in such form or forms as the
Committee shall from time to time determine. Option Agreements covering Options
granted from time to time or at the same time need not contain similar
provisions; provided, however, that all such Option Agreements shall comply with
all terms of the Plan.

|10. |  | OPTION
PRICE
|--- |  | ------------

The
purchase price of each share of Stock subject to an Option shall be fixed by the
Committee and stated in each Option Agreement. As provided in Section 8 above,
the Option Price shall be not less than the fair market value of a share of the
Stock covered by the Option on the date the Option is granted (as determined in
good faith by the Committee).

|11. |  | TERM
AND EXERCISE OF OPTIONS
|--- |  | ----------------------------

|11.1. |  | Term
|----- |  | ----

Each
Option granted under the Plan shall terminate and all rights to purchase shares
thereunder shall cease upon the expiration of 10 years from the date such Option
is granted, or on such date prior thereto as may be fixed by the Committee and
stated in the Option Agreement relating to such Option.

|11.2. |  | Exercise
by Optionee
|----- |  | --------------------

Only
the Optionee receiving an Option or a transferee of an Option pursuant to
Section 12 (or, in the event of the Optionees legal incapacity or
incompetency, the Optionees guardian or legal representative, and in the
case of the Optionees death, the Optionees estate) may exercise the
Option.

|11.3. |  | Option
Period and Limitations on Exercise
|----- |  | -----------------------------------------

Each
Option granted under the Plan shall be exercisable in whole or in part at any
time and from time to time over a period commencing on or after the date of
grant of the Option and ending upon the expiration or termination of the Option,
as the Committee shall determine and set forth in the Option Agreement relating
to such Option, but at no greater rate of vesting than set forth in Section 8
above. Without limitation of the foregoing, the Committee, subject to the terms
and conditions of the Plan, may in its sole discretion provide that an Option
may not be exercised in whole or in part for any period or periods of time
during which such Option is outstanding as the Committee shall determine and set
forth in the Option Agreement relating to such Option. Any such limitation on
the exercise of an Option contained in any Option Agreement may be rescinded,
modified or waived by the Committee, in its sole discretion, at any time and
from time to time after the date of grant of such Option. Notwithstanding any
other provisions of the Plan, no Option shall be exercisable in whole or in part
prior to the date the Plan is approved by the stockholders of the Corporation as
provided in Section 6.1 hereof.

|11.4. |  | Method
of Exercise
|----- |  | ------------------

An
Option that is exercisable hereunder may be exercised by delivery to the
Corporation on any business day, at its principal office addressed to the
attention of the Committee, of written notice of exercise, which notice shall
specify the number of shares for which the Option is being exercised, and shall
be accompanied by payment in full of the Option Price of the shares for which
the Option is being exercised. Payment of the Option Price for the shares of
Stock purchased pursuant to the exercise of an Option shall be made, as
determined by the Committee and set forth in the Option Agreement pertaining to
an Option by cash or by certified check payable to the order of the Corporation.
Payment in full of the Option Price need not accompany the written notice of
exercise provided the notice directs that the Stock certificate or certificates
for the shares for which the Option is exercised be delivered to a licensed
broker acceptable to the Corporation as the agent for the individual exercising
the Option and, at the time such Stock certificate or certificates are
delivered, the broker tenders to the Corporation cash (or cash equivalents
acceptable to the Corporation) equal to the Option Price plus the amount (if
any) of federal and/or other taxes which the Corporation may, in its judgment,
be required to withhold with respect to the exercise of the Option. An attempt
to exercise any Option granted hereunder other than as set forth above shall be
invalid and of no force and effect. Promptly after the exercise of an Option and
the payment in full of the Option Price of the shares of Stock covered thereby,
the individual exercising the Option shall be entitled to the issuance of a
Stock certificate or certificates evidencing such individuals ownership of
such shares. An individual holding or exercising an Option shall have none of
the rights of a stockholder until the shares of Stock covered thereby are fully
paid and issued to such individual and, except as provided in Section 19 hereof,
no adjustment shall be made for dividends or other rights for which the record
date is prior to the date of such issuance.

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|12. |  | TRANSFERABILITY
OF OPTIONS
|--- |  | --------------------------

|12.1. |  | Transferability
of Options
|----- |  | --------------------------

Except
as provided in Section 12.2, during the lifetime of an Optionee, only the
Optionee (or, in the event of legal incapacity or incompetency, the
Optionees guardian or legal representative) may exercise an Option. Except
as provided in Section 12.2, no Option shall be assignable or transferable by
the Optionee to whom it is granted, other than by will or the laws of descent
and distribution.

|12.2. |  | Family
Transfers.
|----- |  | -----------------

Subject
to the terms of the applicable Option Agreement, an Optionee may transfer all or
part of an Option to any Family Member; provided that subsequent transfers of
transferred Options are prohibited except those in accordance with this Section
12.2 or by will or the laws of descent and distribution; and, provided further,
that, except with the consent of the Board or the Committee, there may be no
consideration for any transfer made pursuant to this section. Following
transfer, any such Option shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, provided that for
purposes of Section 12.2 hereof the term Optionee shall be deemed to
refer to the transferee. The events of termination of the Service Relationship
of Sections 13 and 14 hereof shall continue to be applied with respect to the
original Optionee, following which the Option shall be exercisable by the
transferee only to the extent, and for the periods, specified in Section 11.3.

|13. |  | TERMINATION
OF SERVICE RELATIONSHIP
|--- |  | -----------------------------------

Upon
the termination of the Service Relationship of an Optionee with the Corporation,
a Subsidiary or an Affiliate, other than by reason of the death or
permanent and total disability (within the meaning of Section
22(e)(3) of the Code) of such Optionee or for Cause, any Option granted to an
Optionee pursuant to the Plan shall continue to be exercisable only to the
extent that it was exercisable immediately before such termination; provided,
however, such Option shall terminate thirty (30) days after the date of such
termination of Service Relationship, unless earlier terminated pursuant to
Section 11.1 hereof, and such Optionee shall have no further right to purchase
shares of Stock pursuant to such Option; and provided further, that the
Committee may provide, by inclusion of appropriate language in any Option
Agreement, that an Optionee may (subject to the general limitations on exercise
set forth in Section 11.3 hereof), in the event of termination of the Service
Relationship of the Optionee with the Corporation, a Subsidiary or an Affiliate,
exercise an Option, in whole or in part, at any time subsequent to such
termination of Service Relationship and prior to termination of the Option
pursuant to Section 11.1 hereof, either subject to or without regard to any
installment limitation on exercise imposed pursuant to Section 11.3 hereof, as
the Committee, in its sole and absolute discretion, shall determine and set
forth in the Option Agreement. Upon the termination of the Service Relationship
of an Optionee with the Corporation, a Subsidiary or an Affiliate for Cause, any
Option granted to an Optionee pursuant to the Plan shall terminate and such
Optionee shall have no further right to purchase shares of Stock pursuant to
such Option; and provided however, that the Committee may provide, by inclusion
of appropriate language in any Option Agreement, that an Optionee may (subject
to the general limitations on exercise set forth in Section 11.3 hereof), in the
event of termination of the Service Relationship of the Optionee with the
Corporation, a Subsidiary or an Affiliate for Cause, exercise an Option, in
whole or in part, at any time subsequent to such termination of Service
Relationship and prior to termination of the Option pursuant to Section 11.1
hereof, either subject to or without regard to any installment limitation on
exercise imposed pursuant to Section 11.3 hereof, as the Committee, in its sole
and absolute discretion, shall determine and set forth in the Option Agreement.
Whether a leave of absence or leave on military or government service shall
constitute a termination of Service Relationship for purposes of the Plan shall
be determined by the Committee, which determination shall be final and
conclusive. For purposes of the Plan, including without limitation this Section
13 and Section 14, unless otherwise provided in an Option Agreement, a
termination of Service Relationship with the Corporation, a Subsidiary or an
Affiliate shall not be deemed to occur if the Optionee immediately thereafter
has a Service Relationship with the Corporation, any other Subsidiary or any
other Affiliate.

5



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|14. |  | RIGHTS
IN THE EVENT OF DEATH OR DISABILITY
|--- |  | ------------------------------------------

|14.1. |  | Death
|----- |  | -----

If
an Optionee dies while in a Service Relationship with the Corporation, a
Subsidiary or an Affiliate or within the period following the termination of
such Service Relationship during which the Option is exercisable under Section
13 or 14.2 hereof, the executors, administrators, legatees or distributees of
such Optionees estate shall have the right (subject to the general
limitations on exercise set forth in Section 11.3 hereof), at any time within
one year after the date of such Optionees death and prior to termination
of the Option pursuant to Section 11.1 hereof, to exercise, in whole or in part,
any Option held by such Optionee at the date of such Optionees death,
whether or not such Option was exercisable immediately prior to such
Optionees death; provided, however, that the Committee may provide by
inclusion of appropriate language in any Option Agreement that, in the event of
the death of an Optionee, the executors, administrators, legatees or
distributees of such Optionees estate may exercise an Option (subject to
the general limitations on exercise set forth in Section 11.3 hereof), in whole
or in part, at any time subsequent to such Optionees death and prior to
termination of the Option pursuant to Section 11.1 hereof, either subject to or
without regard to any installment limitation on exercise imposed pursuant to
Section 11.3 hereof, as the Committee, in its sole and absolute discretion,
shall determine and set forth in the Option Agreement.

|14.2. |  | Disability
|----- |  | ----------

If
an Optionee terminates a Service Relationship with the Corporation, a Subsidiary
or an Affiliate by reason of the permanent and total disability
(within the meaning of Section 22(e)(3) of the Code) of such Optionee, then such
Optionee shall have the right (subject to the general limitations on exercise
set forth in Section 11.3 hereof), at any time within one year after such
termination of Service Relationship and prior to termination of the Option
pursuant to Section 11.1 hereof, to exercise, in whole or in part, any Option
held by such Optionee at the date of such termination of Service Relationship,
whether or not such Option was exercisable immediately prior to such termination
of Service Relationship; provided, however, that the Committee may provide, by
inclusion of appropriate language in any Option Agreement, that an Optionee may
(subject to the general limitations on exercise set forth in Section 11.3
hereof), in the event of the termination of the Service Relationship of the
Optionee with the Corporation or a Subsidiary by reason of the permanent
and total disability (within the meaning of Section 22(e)(3) of the Code)
of such Optionee, exercise an Option, in whole or in part, at any time
subsequent to such termination of Service Relationship and prior to termination
of the Option pursuant to Section 11.1 hereof, either subject to or without
regard to any installment limitation on exercise imposed pursuant to Section
11.3 hereof, as the Committee, in its sole and absolute discretion, shall
determine and set forth in the Option Agreement. Whether a termination of a
Service Relationship is to be considered by reason of permanent and total
disability for purposes of the Plan shall be determined by the Committee,
which determination shall be final and conclusive.

|15. |  | USE
OF PROCEEDS
|--- |  | ---------------

The
proceeds received by the Corporation from the sale of Stock pursuant to Options
granted under the Plan shall constitute general funds of the Corporation.

|16. |  | SECURITIES
LAWS
|--- |  | ---------------

The
Corporation shall not be required to sell or issue any shares of Stock under any
Stock Award or Option if the sale or issuance of such shares would constitute a
violation by the individual receiving the Stock Award or exercising the Option
or by the Corporation of any provisions of any law or regulation of any
governmental authority, including, without limitation, any federal or state
securities laws or regulations. If at any time the Corporation shall determine,
in its discretion, that the listing, registration or qualification of any shares
subject to the Stock Award or the Option upon any securities exchange or under
any state or federal law, or the consent of any government regulatory body, is
necessary or desirable as a condition of, or in connection with, the issuance or
purchase of shares, the Stock Award may not be issued or the Option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Corporation, and any delay caused thereby shall in no way
affect the date of termination of the Option. Specifically in connection with
the Securities Act, upon exercise of any Option or issuance of any Stock Award,
unless a registration statement under the Securities Act is in effect with
respect to the shares of Stock covered by such Option or Stock Award, the
Corporation shall not be required to sell or issue such shares unless the
Corporation has received evidence satisfactory to the Corporation that the
Optionee or Stock Recipient may acquire such shares pursuant to an exemption
from registration under the Securities Act. Any determination in this connection
by the Corporation shall be final and conclusive. The Corporation may, but shall
in no event be obligated to, register any securities covered hereby pursuant to
the Securities Act. The Corporation shall not be obligated to take any
affirmative action in order to cause the exercise of an Option or the issuance
of shares pursuant thereto or pursuant to a Stock Award to comply with any law
or regulation of any governmental authority. As to any jurisdiction that
expressly imposes the requirement that an issuance of a Stock Award or an Option
shall not be exercisable unless and until the shares of Stock covered by such
Stock Award or Option are registered or are subject to an available exemption
from registration, the Stock Award or exercise of such Option (under
circumstances in which the laws of such jurisdiction apply) shall be deemed
conditioned upon the effectiveness of such registration or the availability of
such an exemption.

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|17. |  | EXCHANGE
ACT: RULE 16b-3
|--- |  | ------------------------

|17.1. |  | General
|----- |  | -------

The
Plan is intended to comply with Rule 16b-3 (Rule 16b-3) (and any
successor thereto) under the Exchange Act. Any provision inconsistent with Rule
16b-3 shall, to the extent permitted by law and determined to be advisable by
the Committee (constituted in accordance with Section 17.2 hereof), be
inoperative and void.

|17.2. |  | Compensation
Committee
|----- |  | ----------------------

The
Committee appointed in accordance with Section 3.1 hereof shall consist of not
fewer than two members of the Board each of whom shall qualify (at the time of
appointment to the Committee and during all periods of service on the Committee)
in all respects as a non-employee director as defined in Rule 16b-3.

|17.3. |  | Restriction
on Transfer of Stock
|----- |  | --------------------------------

No
Stock Recipient or Optionee who is considered an insider of the
Corporation subject to Section 16 of the Exchange Act shall be permitted to sell
Stock (which such insider had received in a Stock Award or upon
exercise of an Option) during the three months immediately following such Stock
Award or the grant of such Option.

|18. |  | AMENDMENT
AND TERMINATION
|--- |  | -------------------------

The
Board may, at any time and from time to time, suspend or terminate the Plan and
make such changes in or additions to the Plan as it may deem proper, provided
that, if and to the extent provided by applicable law or regulation, no such
suspension or termination of, change in or addition to the Plan shall be made
unless such suspension or termination of, or change in or addition to the Plan
is authorized by the Companys stockholders. Except as permitted under
Section 19 hereof, no suspension or termination of the Plan or any change in or
addition to the Plan shall, without the consent of any Optionee who is adversely
affected thereby, alter any Options previously granted to the Optionee pursuant
to the Plan.

|19. |  | EFFECT
OF CHANGES IN CAPITALIZATION
|--- |  | -----------------------------------

|19.1. |  | Changes
in Stock
|----- |  | ----------------

If
the number of outstanding shares of Stock is increased or decreased or changed
into or exchanged for a different number or kind of shares or other securities
of the Corporation by reason of any recapitalization, reclassification, stock
split-up, combination of shares, exchange of shares, stock dividend or other
distribution payable in capital stock, or other increase or decrease in such
shares effected without receipt of consideration by the Corporation, occurring
after the effective date of the Plan, a proportionate and appropriate adjustment
shall be made by the Corporation in the number and kind of shares issuable and
exercisable under the Plan and for which Options are outstanding, so that the
proportionate interest of the Optionee immediately following such event shall,
to the extent practicable, be the same as immediately prior to such event. Any
such adjustment in outstanding Options shall not change the aggregate Option
Price payable with respect to shares subject to the unexercised portion of the
Option outstanding but shall include a corresponding proportionate adjustment in
the Option Price per share. Notwithstanding the foregoing, in the event of a
spin-off that results in no change in the number of outstanding shares of Stock
of the Corporation, the Corporation may, in such manner as the Corporation deems
appropriate, adjust (i) the number and kind of shares of Stock subject to
outstanding Options and/or (ii) the exercise price of outstanding Options.

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|19.2. |  | Reorganization
With Corporation Surviving
|----- |  | -----------------------------------------

Subject
to Section 19.3 hereof, if the Corporation shall be the surviving entity in any
reorganization, merger or consolidation of the Corporation with one or more
other entities, any Option theretofore granted pursuant to the Plan shall
pertain to and apply to the securities to which a holder of the number of shares
of Stock subject to such Option would have been entitled immediately following
such reorganization, merger or consolidation, with a corresponding proportionate
adjustment of the Option Price per share so that the aggregate Option Price
thereafter shall be the same as the aggregate Option Price of the shares
remaining subject to the Option immediately prior to such reorganization, merger
or consolidation.

|19.3. |  | Other
Reorganizations; Sale of Assets or Stock
|----- |  | ----------------------------------------------

Upon
the dissolution or liquidation of the Corporation, or upon a merger,
consolidation or reorganization of the Corporation with one or more other
entities in which the Corporation is not the surviving entity, or upon a sale of
substantially all of the assets of the Corporation to another person or entity,
or upon any transaction (including, without limitation, a merger or
reorganization in which the Corporation is the surviving entity) approved by the
Board that results in any person or entity (other than persons who are holders
of stock of the Corporation at the time the Plan is approved by the Stockholders
and other than an Affiliate) owning 80 percent or more of the combined voting
power of all classes of stock of the Corporation, the Plan and all Options
outstanding hereunder shall terminate, except to the extent provision is made in
connection with such transaction for the continuation of the Plan and/or the
assumption of the Options theretofore granted, or for the substitution for such
Options of new options covering the stock of a successor entity, or a parent or
subsidiary thereof, with appropriate adjustments as to the number and kinds of
shares and exercise prices, in which event the Plan and Options theretofore
granted shall continue in the manner and under the terms so provided. In the
event of any such termination of the Plan, each Optionee shall have the right
(subject to the general limitations on exercise set forth in Section 11.3 hereof
and except as otherwise specifically provided in the Option Agreement relating
to such Option), immediately prior to the occurrence of such termination and
during such period occurring prior to such termination as the Committee in its
sole discretion shall designate, to exercise such Option in whole or in part,
whether or not such Option was otherwise exercisable at the time such
termination occurs, but subject to any additional provisions that the Committee
may, in its sole discretion, include in any Option Agreement. The Committee
shall send written notice of an event that will result in such a termination to
all Optionees not later than the time at which the Corporation gives notice
thereof to its stockholders.

|19.4. |  | Adjustments
|----- |  | -----------

Adjustments
under this Section 19 relating to stock or securities of the Corporation shall
be made by the Committee, whose determination in that respect shall be final and
conclusive. No fractional shares of Stock or units of other securities shall be
issued pursuant to any such adjustment, and any fractions resulting from any
such adjustment shall be eliminated in each case by rounding downward to the
nearest whole share or unit.

|19.5. |  | No
Limitations on Corporation
|----- |  | -----------------------------

The
grant of an Option pursuant to the Plan shall not affect or limit in any way the
right or power of the Corporation to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure or to merge,
consolidate, dissolve or liquidate, or to sell or transfer all or any part of
its business or assets.

8



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|20. |  | WITHHOLDING
|--- |  | -----------

The
Corporation or a Subsidiary may be obligated to withhold federal and local
income taxes and Social Security taxes to the extent that an Optionee or Stock
Recipient realizes ordinary income in connection with a Stock Award or the
exercise of an Option. The Corporation or a Subsidiary may withhold amounts
needed to cover such taxes from payments otherwise due and owing to a Stock
Recipient or an Optionee, and upon demand the Stock Recipient or Optionee will
promptly pay to the Corporation or a Subsidiary having such obligation any
additional amounts as may be necessary to satisfy such withholding tax
obligation. Such payment shall be made in cash or cash equivalents.

|21. |  | DISCLAIMER
OF RIGHTS
|--- |  | --------------------

No
provision in the Plan or in any Option granted or Option Agreement entered into
pursuant to the Plan shall be construed to confer upon any individual the right
to remain in the employ of the Corporation, any Subsidiary or any Affiliate, or
to interfere in any way with the right and authority of the Corporation, any
Subsidiary or any Affiliate either to increase or decrease the compensation of
any individual at any time, or to terminate any employment or other relationship
between any individual and the Corporation, any Subsidiary or any Affiliate. The
obligation of the Corporation to pay any benefits pursuant to the Plan shall be
interpreted as a contractual obligation to pay only those amounts described
herein, in the manner and under the conditions prescribed herein. The Plan shall
in no way be interpreted to require the Corporation to transfer any amounts to a
third party trustee or otherwise hold any amounts in trust or escrow for payment
to any participant or beneficiary under the terms of the Plan.

|22. |  | NONEXCLUSIVITY
|--- |  | --------------

Neither
the adoption of the Plan nor the submission of the Plan to the stockholders of
the Corporation for approval shall be construed as creating any limitations upon
the right and authority of the Board to adopt such other incentive compensation
arrangements (which arrangements may be applicable either generally to a class
or classes of individuals or specifically to a particular individual or
individuals) as the Board in its discretion determines desirable, including,
without limitation, the granting of stock options otherwise than under the Plan.

|23. |  | GOVERNING
LAW
|--- |  | -------------

This
Plan and all Options to be granted hereunder shall be governed by the laws of
the State of Colorado (but not including the choice of law rules thereof).

IN
WITNESS WHEREOF, the Corporation has caused its duly authorized officer to
execute this Plan as of the 17th day of March, 2005 to evidence its adoption of
this Plan.

| | ADA-ES,
INC.
| | ------------

| | By:/s/  Michael D. Durham
| | -------------------------

| | Michael
D.  DurhamPresident
| | ---------------------------

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