Exhibit 10.37

ADA-ES
2006 PROFIT SHARINGPERFORMANCE
BASED SEMI-ANNUAL RATING FORM

PROFIT SHARING
PLAN(For
Fiscal 2006)

The
ADA-ES Profit Sharing Plan enables each and every employee to share in the
profits of the company. The program is designed to promote teamwork, while
serving as a reminder to each employee that their individual contribution can
make a difference to the Companys overall profitability. In addition to
base salary, the matching portion of the ADA-ES Retirement Plan, and the
potential for individual bonuses for outstanding effort, this plan is an
integral part of an employees overall compensation.

In
2004, employees earned, on average, over $6,000 in gross annual income as
participants of this plan. Excluding executives and directors, earnings ranged
from approximately $2,800 to $7,300. Through October 31, 2005, the Company was
positioned to exceed 2004 actual.

For
fiscal 2006 the Profit Sharing Plan (PSP) has been established as twenty-four
percent (24%) of net earnings before taxes and investment income at the end of
the fiscal/calendar year, representing approximately 10% of each employees
salary. Plan distributions will be made by no later than February 15, 2007 as
follows:

|1. |  | ADA-ES
Retirement Plan (50%)
|-- |  | ----------------------------

|2. |  | Company-Wide
Distribution (20%)
|-- |  | -------------------------------

|3. |  | Performance
Based Distribution (30%)
|-- |  | ------------------------------------

ADA-ES
Retirement Plan (50%)

This
portion of the Plan will be distributed among employees based on meeting the
participation requirements in the Companys current qualified ADA-ES
Retirement Plan as shown on page 3, item #2 of that plan. Individual
distributions will be pro-rated as a percent of total compensation as required
by the ADA-ES Retirement Plan.

The
distribution may be made in either stock or cash at the Board of Directors
discretion. Vesting rules as outlined in the current ADA-ES Retirement Plan
apply for these distributions to employees.

Employees
with less than a year of service and temporary employees, as defined in the
ADA-ES Retirement Plan, are not eligible for this portion of the Profit Sharing
Plan.

Should
an employee be promoted during the course of the year, for purposes of
calculating profit sharing, the employees salary will be prorated based on
the number of months at the original rate and the number of months at the new
rate.

Company-Wide
Distribution (20%)

This
portion of the Plan will be distributed evenly among all fulltime
employees with the following exceptions:

Eligibility
of a new full-time or part-time employee will begin on the first day of the
month following the third full-month of service. Such new employee will receive
a pro-rated distribution based on the eligible months of service for the year.
(e.g. hired in May, eligible in September  4 months employment / 12 months
total year = .33).

Employees
terminated during 2006 will forfeit eligibility for this portion of the Plan.

Full-time employee
distributions will be based on full months of service. Part time employee
distributions will be pro-rated based on hours worked per month.

Temporary
employees are not eligible for this portion of the Plan.

An
early distribution of this portion of the plan may be offered in December to
those eligible employees electing it.

August 1, 2006



---

ADA-ES
2006 PROFIT SHARING  PERFORMANCE BASED SEMI-ANNUAL RATING FORM

Performance
Based Distribution (30%)

This
portion of the Plan will be distributed to all full-time and part-time employees
on a performance-based basis. Temporary employees are not eligible for this
distribution. Employees terminated during 2006 will forfeit eligibility for this
portion of the Plan.

Eligibility
of a new full-time or part-time employee will begin on the first day of the
month following the third full-month of service. Such new employee will receive
a pro-rated distribution based on the eligible months of service for the year.
(e.g. hired in May, eligible in September  4 months employment / 12 months
total year = .33).

Full-time
employee distributions will be based on full months of service. Part time
employee distributions will be pro-rated based on hours worked per month.

Employees
will be evaluated semi-annually by their direct supervisor based informally on
criteria that may also be used in the formal performance appraisal, which is
generally conducted annually. The current criteria that may be used for the
evaluation includes, but is not limited to the following areas:

|o |  | Job
Knowledge
|- |  | -------------

|o |  | Communications
|- |  | --------------

|o |  | Attitude
and Cooperation o Leadership
|- |  | -------------------------------------

|o |  | Planning,
Judgment and Resourcefulness o Initiative and Responsibility
|- |  | ----------------------------------------------------------------------

The
following rating system will be used for each criteria:

|o |  | 1
Point  Poor Performance
|- |  | --------------------------

|o |  | 2
Points  Improvement Needed
|- |  | -----------------------------

|o |  | 3
Points   Achieving Expectations
|- |  | ----------------------------------

|o |  | 4
Points  Exceeding Expectations
|- |  | ---------------------------------

|o |  | 5
Points  Excellent Performance
|- |  | --------------------------------

The
employees supervisor will complete the Profit Sharing Performance Based
Rating form (see attached) with input from project managers or other personnel
to whom said employee supports. For ratings of 3 or above, comments are
preferred, but not necessary. For ratings of 2 or below, comments are required
as clear communication to the employee for improvement in deficient areas.

Should
an employee receive an average rating for the two rating periods during 2006 of
lower than 2.0, the employee will not be eligible to receive any distribution in
this portion of the Plan. A rating of less than 2.0 in any criteria area on any
Profit Sharing Performance Based Rating form will also be used as a tool for the
supervisor, employee and Human Resources to identify areas of concern and
develop an improvement implementation plan.

Distributions
will be made based on the ADA-ES commercial rate schedule in effect at the end
of the fiscal year covering the profit sharing distribution.

Should
an employee be promoted during the course of the year, for purposes of
calculating profit sharing, the employees commercial rate will be prorated
based on the number of months at the original rate and the number of months at
the new rate.

August 1,
2006