EXHIBIT 10.11
DOE F 4600.1#
(08/93)
                            U.S DEPARTMENT OF ENERGY
                      NOTICE OF FINANCIAL ASSISTANCE AWARD
                         (See Instructions on Reverse)

Under the authority of Public Law 95-91 DOE Organization Act, and P.L. 95-224
Federal Grant and Cooperative Agreement Act as amended by P.L. 97-258 and
subject to legislation, regulations and policies applicable to (cite legislative
program title):_________________________________________________________________

1.   PROJECT TITLE:

Long-Term Operation of a COHPAC System for Removing Mercury from Coal-Fired Flue
Gas

2.   INSTRUMENT TYPE:     [ ] GRANT        [X] COOPERATIVE AGREEMENTS

3.   RECIPIENT (Name address, zip code, area code phone #)

ADA Environmental Solutions
8100 South Park Way, B-2
Littleton, CO 80120

4.   INSTRUMENT NO. DE-FC26-02NT41591

5.   AMENDMENT NO.     A000

6.   BUDGET PD.    FROM       TO:
                  9/30/02   10/30/03

7.   PROJECT PD.   FROM       TO:
                  9/30/02   10/31/05

8.   RECIPIENT PROJECT DIRECTOR (Name & Phone #.)

Michael D. Durham, Ph.d - President
(303) 734-1727

9.   RECIPIENT BUSINESS OFFICER (Name & Phone #.)

Richard Schlager - Vice President of Contract R&D
(303) 734-1727

10.  TYPE OF AWARD

[X] NEW          [ ] CONTINUATION       [ ] RENEWAL
[ ] REVISION     [ ] SUPPLEMENT

11.  DOE PROJECT OFFICER (Name address, zip code, phone #)

Scott Renninger - Contracting Officer's Representative
U.S. Dept. of Energy - NETL - MS C04
3610 Collins Ferry Road - P.O. Box 880
Morgantown, WV 26507-0880
(304) 285-4790

12.  ADMINISTERED FOR DOE (Name address, zip code, phone #)

Martin J. Brynes - Contract Specialist
U.S. Dept. of Energy - NETL 921-107
626 Cochrans Mill Road - P.O. Box 10940
Pittsburgh, PA 15236-0940
(412) 386-4486

13.  RECIPIENT TYPE

[ ] STATE GOV'T    [ ] INDIAN TRIBAL GOV'T   [ ] HOSPITAL   [X] FOR PROFIT
                                                                ORGANIZATION
[ ] INDIVIDUAL     [ ] LOCAL GOV'T           [ ] INSTITUTION OF HIGHER
                                                 EDUCATION
[ ] OTHER NONPROFIT
    ORGANIZATION   [ ] C [ ] P [ ] SP        [ ]OTHER (Specify)_____________

14.  ACCOUNTING AND APPROPRIATIONS DATA:

a. Appropriation Symbol   b. B&R Number   c. FT/AFP/OC          d. CFA Number
        89X0213              AA2025200       PEM135/JA-PE/255       6692883

15.  EMPLOYER I.D. #.   841341182

16.  BUDGET AND FUNDING INFORMATION

a. CURRENT BUDGET PERIOD INFORMATION
(1) DOE Funds Obligated This Action                         $650,000.00
(2) DOE Funds Authorized for Carry Over                           $0.00
(3) DOE Funds Previously Obligated in this Budget Period          $0.00
(4) DOE Share of Total Approved Budget                      $697,863.00
(5) Recipient Share of Total Approved Budget                $469,044.00
(6) Total Approved Budget                                 $1,166,907.00

B. CUMULATIVE OBLIGATIONS
(1) This Budget Period [Total of lines a.(1) and a.(3)]     $650,000.00
(2) Prior Budget Periods                                          $0.00
(3) Project Period to Date [Total of lines a.(1) and a.(3)] $650,000.00

17.  TOTAL ESTIMATED COST OF PROJECT: $2,375,483

(This is the current estimated cost of the project. It is not a promise to award
nor an authorization to expend funds in this amount.)

18.  AWARD AGREEMENT TERMS AND CONDITIONS

This award/agreement consists of this form plus the following:
a. Special terms and conditions.
b. Applicable program regulations (specify) __________ (Date) _______
c. DOE Assistance Regulations, 10 CFR Part-600, as amended.
d. Application / proposal dated 2-8-02, [X] as submitted [ ] with changes as
   negotiated.

19.  REMARKS

The Financial Assistance Award is subject to the terms and conditions attached
hereto in Part II, Section I through IV.

20.  EVIDENCE OF RECIPIENT ACCEPTANCE

/s/ Richard S. Schlager                        10/7/02
------------------------------------------------------
(Signature of Authorized Recipient Official)   (Date)

Richard S. Schlager
------------------------------------------------------
(Name)

Vice President
------------------------------------------------------
(Title)

21.  AWARDED BY

/s/ Raymond D. Johnson                         9/24/02
------------------------------------------------------
(Signature)                                    (Date)


Raymond D. Johnson
------------------------------------------------------
(Name)

Contracting Officer
------------------------------------------------------
(Title)

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                SECTION II - AWARDS-SPECIAL TERMS AND CONDITIONS

2.1  CONSECUTIVE NUMBERING (JAN 1999)

Due to automated procedures employed in formulating this document, clauses and
provisions within it may not always be continuously numbered.

2.2  PREVAILING REGULATIONS (MAY 2002)

As indicated on the face page, Block 18c, this award is subject to the DOE
Assistance Regulations of Title 10, Code of Federal Regulations, Part 600. This
set of regulations may be found in most major libraries or on the World Wide Web
at:
http://www.access.gpo.gov/nara/cfr/cfrhtml_00/Title_10/10cfr600_00.html

2.3  ORDER OF PRECEDENCE (AUG 2001)

In the event of any inconsistency among the provisions of this agreement, the
inconsistency shall be resolved by giving precedence as follows: (a) applicable
public laws; (b)10 CFR Part 600; (c) the special terms and conditions; and (d)
other documents, exhibits and attachments.

2.4  STATEMENT OF SUBSTANTIAL INVOLVEMENT (JUNE 2002)

DOE anticipates having substantial involvement during the project period,
through technical assistance, advice, intervention, integration with other
awardees performing related activities, and technology transfer activities. In
particular, the DOE is expected to play a major role in selecting and approving
be tested.

RECIPIENT'S RESPONSIBILITIES: The Recipient is responsible for:

o    Performing the activities supported by this award, including providing the
     required personnel, facilities, equipment, supplies and services;
o    Defining approaches and plans, submitting the plans to DOE for review, and
     incorporating DOE comments;
o    Managing and conducting the project activities, including coordinating with
     host sites;
o    Attending program review meetings and reporting project status;
o    Submitting technical reports to the DOE Project Manager and incorporating
     DOE comments; and
o    Presenting the project results at appropriate technical conferences or
     meetings as directed by the DOE Project Manager.

DOE RESPONSIBILITIES: DOE is responsible for:

o    Reviewing in a timely manner project plans, including technology transfer
     plans, and redirecting the work effort if the plans do not address critical
     programmatic issues;
o    Conducting program review meetings to ensure adequate progress and that the
     work accomplishes the program and project objectives. Redirecting work or
     shifting work emphasis, if needed
o    Promoting and facilitating technology transfer activities, including
     disseminating program results through presentations and publications; and
o    Serving as scientific/technical liaison between awardees and other program
     or industry staff.

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2.5  COST SHARING (MAR 2001)

The total estimated cost for the work to be accomplished under this award
$2,375,483. The Recipient and the Government agree to share the allowable
project costs, as costs are incurred, in accordance with the following ratios:
<TABLE>
<CAPTION>

                           Budget Period: #1         Budget Period: #2         Budget Period: #3               Totals
                         ----------------------    ----------------------    ----------------------    ----------------------
                         From:         To:         From:         To:         From:         To:         From:         To:
                         -----         ---         -----         ---         -----         ---         -----         ---
                         9/30/02       10/30/03    10/31/03      10/30/04    10/31/04      10/31/05    9/30/02       10/31/05
                         Dollar Amt.   %           Dollar Amt.   %           Dollar Amt.   %           Dollar Amt.   %
<S>                      <C>           <C>         <C>           <C>         <C>           <C>         <C>           <C>
U.S. Dept. of Energy     $697,863      59.80%      $635,252      54.15%      $23,861       67.20%      $1,356,976    57.12%
ADA Envir. Solutions     $469,044      40.20%      $537,816      45.85%      $11,647       32.80%      $1,018,507    42.88%
    Total                $1,166,907    100.00%     $1,173,068    100.00%     $35,508       100.00%     $2,375,483    100.00%
</TABLE>

2.6  FUNDING

This award is to be incrementally funded. The DOE has currently obligated
$650,000.00 and anticipates, subject to the availability of additional funds,
obligating the DOE balance of $1,725,483 for a total of $2,375,483.

The Recipient shall not be obligated to continue performance of this project
beyond the amount set forth in Block 16(a)(4) or $697,863.00 of the DOE F 4600.1
and the DOE is under no commitment to provide additional funding to the
Recipient beyond this amount.

2.7  CONTINUATION APPLICATION (AUG 2001)

Funding for each budget period within the approved project period shall be
contingent on DOE approval of a continuation application submitted no later than
60 days prior to the end of the current budget period. The continuation
application shall be submitted on the SF 424. Technical and budgetary
information supporting the continuation application shall be provided in
accordance with 10 CFR 600.26. Forms for submission of continuation applications
can be found at http://www.netl.doe.gov/business/index.html.

2.8  METHOD OF PAYMENT - ADVANCE (APR 2001)

Payment to the Recipient will be made in advance by using the Department of
Treasury Automated Standard Application for Payments System (ASAP), in
accordance with 10 CFR 600.122(b).

The Recipient will request advances using the ASAP payment system and will
request cash only as needed for immediate disbursements, will report cash
disbursements in a timely manner, and will impose the same standards of timing
and amount, including reporting requirements, on secondary recipients.

If DOE subsequently determines that the recipient's financial management system
does not meet the required standards of 10 CFR 600.121, or the recipient has not
maintained or demonstrated the willingness and ability to maintain written
procedures that minimize the time elapsing between the transfer of funds and
disbursement by the recipient, advance payments may be changed to payments by
reimbursement.

The Recipient is required to maintain advances of federal funds in interest
bearing accounts. Any interest income earned by the Recipient on federal funds
must be remitted at le ast quarterly to the cognizant DOE office. However, up to
$250 of the interest earned per year may be retained by the Recipient to cover
administrative expenses.

Funds advanced to the Recipient must be kept to a minimum amount necessary to
meet the Recipient's cash flow needs. Cash needs shall be determined by the
Recipient's cash outlay requirements and shall not be based on costs incurred.
If funds are erroneously drawn in excess of the Recipient's immediate
disbursement needs, the excess funds should be promptly refunded and reissued
when needed. The only exception to this is when excess funds will be disbursed
by the Recipient within seven calendar days or when the excess funds are less
than $10,000 and will be disbursed within thirty (30) calendar days.

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2.9  ACKNOWLEDGMENT OF FEDERAL FUNDING (NOV 1998)

When issuing statements, press releases, requests for proposals, bid
solicitations, and other documents describing this project, the Recipient shall
clearly state (1) the percentage of the total cost of the project which will be
financed with Federal money, and (2) the dollar amount of Federal funds for the
project.

2.10 REAL PROPERTY - NONE (JAN 1999)

No real property may be acquired under this award.

2.11 RECIPIENT ACQUIRED PROPERTY (MAY 1999)

Reference Attachment D for a listing of property authorized for acquisition
under this award. Property acquired by the Recipient under this award shall be
managed in accordance with 10 CFR 600.130 to 10 CFR 600.137, and reported as
prescribed in Attachment B, Federal Assistance Reporting Checklist.

2.12 FEDERALLY OWNED PROPERTY (GOVERNMENT-FURNISHED) - NONE (JAN 1999)

No Government-furnished property is provided under this award.

2.13 KEY PERSONNEL (APR 2002)

Recipient personnel considered to be essential and key to the work being
performed hereunder are specified in Block 8 on the Face Page of this award.

The personnel specified in this clause are considered to be essential to the
project. Before removing or replacing any key personnel, the Recipient shall
notify the Contracting Officer reasonably in advance and shall submit
justification (including proposed substitutions) in sufficient detail to permit
evaluation of the impact on the project. No key personnel may be substituted
without the Contracting Officer's approval. Such approval shall be obtained in
advance of the substitution, except that the Contracting Officer may ratify a
substitution which, because of exigent circumstances, was made before the
Recipient could request and/or obtain the Contracting Officer's approval.

2.14 PAPERWORK REDUCTION (NOV 1998)

The award is subject to the requirements of the Paperwork Reduction Act of 1980
as implemented by the Office of Management and Budget rules, "Controlling
Paperwork Burdens on the Public," published at 5 CFR 1320. These requirements
apply if the Recipient will collect information from ten (10) or more
respondents at the specific request of DOE, or if the award requires specific
DOE approval of the information collection or the collection procedures.

The Recipient shall submit any proposed sponsored information collection to the
person identified on the DOE F 4600.1 (Award Face Page, Block 12). The proposal
shall be submitted at least 120 days prior to the intended date of information
collection. DOE will seek the requisite approval from the Office of Management
and Budget (OMB) and will promptly notify the Recipient of the disposition of
the request.

2.15 PUBLIC ACCESS TO INFORMATION (APR 2000)

The Freedom of Information Act, as amended, and the DOE implementing regulations
(10 CFR 1004) require DOE to release certain documents and records regarding
awards to any person who provides a written request. The intended use of the
information will not be a criterion for release.

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2.16 COMPLIANCE WITH BUY AMERICAN ACT (JAN 2002)

In accepting this award, the Recipient agrees to comply with sections 2 through
4 of the Act of March 3, 1933 (41 U.S.C. 10a-10c, popularly known as the "Buy
American Act"). The Recipient should review the provisions of the Act to ensure
that expenditures made under this award are in accordance with it.

2.17 NOTICE REGARDING THE PURCHASE OF AMERICAN-MADE EQUIPMENT AND PRODUCTS --
     SENSE OF CONGRESS (JAN 2002)

It is the sense of the Congress that, to the greatest extent practicable, all
equipment and products purchased with funds made available under this award
should be American-made.

2.18 LOBBYING RESTRICTION (INTERIOR ACT, 2002) (JAN 2002)

The awardee agrees that none of the funds obligated on this award shall be made
available for any activity or the publication or distribution of literature that
in any way tends to promote public support or opposition to any legislative
proposal on which Congressional action is not complete. This restriction is in
addition to those prescribed elsewhere in statute and regulation.

A copy of the DOE "Lobbying Brochure" which provides a summary of the statutory
and regulatory restrictions regarding lobbying activities for Federal
contractors can be found at

http://professionals.pr.doe.gov/ma5/MA-5Web.nsf/Procurement/Lobbying+Brochure?
OpenDocument

2.19 NOTICE REGARDING UNALLOWABLE COSTS AND LOBBYING ACTIVITIES (NOV 1998)

Recipients of financial assistance are cautioned to carefully review the
allowable cost and other provisions applicable to expenditures under their
particular award instruments. If financial assistance funds are spent for
purposes or in amounts inconsistent with the allowable cost or any other
provisions governing expenditures in an award instrument, the government may
pursue a number of remedies against the Recipient, including in appropriate
circumstances, recovery of such funds, termination of the award, suspension or
debarment of the Recipient from future awards, and criminal prosecution for
false statements.

Particular care should be taken by the Recipient to comply with the provisions
prohibiting the expenditure of funds for lobbying and related activities.
Financial assistance awards may be used to describe and promote the
understanding of scientific and technical aspects of specific energy
technologies, but not to encourage or support political activities such as the
collection and dissemination of information related to potential, planned or
pending legislation.

2.20 REPORTING (NOV 1998)

Failure to comply with the reporting requirements contained in this award will
be considered a material noncompliance with the terms of the award.
Noncompliance may result in a withholding of future payments, suspension or
termination of the current award, and withholding of future awards. A willful
failure to perform, a history of failure to perform, or of unsatisfactory
performance of this and/or other financial assistance awards, may also result in
a debarment action to preclude future awards by Federal agencies.

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2.21 RESEARCH INVOLVING RECOMBINANT DNA MOLECULES (NOV 1998)

Any Recipient performing research involving recombinant DNA molecules and/or
organisms and viruses containing recombinant DNA molecules agrees by acceptance
of this award to comply with the National Institute of Health "Guidelines for
Research Involving Recombinant DNA Molecules," (59 FR 34496, July 5, 1994 as
amended by 59 FR 40170, 60 FR 20726, 61 FR 1482, 61 FR 10004, 62 FR 53335, 62 FR
56196, 62 FR 59032 and 63 FR 8052, "subject to change - call 301-496-9838 to
obtain reference to a current version.")

2.22 SAFETY & HEALTH AND ENVIRONMENTAL PROTECTION (JAN 1999)

The Recipient shall implement the DOE work in accordance with all applicable
Federal, State, and local laws, including codes, ordinances, and regulations,
covering safety, health, and environmental protection.

The Recipient agrees to include this clause in first-tier subcontracts and
agrees to enforce the terms of this clause.

2.23 PERMITS AND LICENSES (AUG 1999)

Within sixty - (60) days of award, the Recipient shall submit to the DOE
Contracting Officer Representative (COR) a list of ES&H approvals that, in the
Recipient's opinion, shall be required to complete the work under this award.
The list shall include the topic of the approval being sought, the approving
authority, and the expected submittal/approval schedule. The COR shall be
notified as specific items are added or removed from the list and processed
through their approval cycles.

The Recipient agrees to include this clause in first-tier subcontracts and
agrees to enforce the terms of this clause.

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              SECTION III -AWARDS-INTELLECTUAL PROPERTY PROVISIONS

3.1  INTELLECTUAL PROPERTY PROVISIONS (JAN 1999)

The patent and technical data clauses included in this section apply to this
award. As used in these applicable clauses, the term "Patent Counsel" refers to
the following point of contact:

                       Intellectual Property Law Division
                       U.S. Department of Energy
                       Chicago Operations Office
                       9800 South Cass Avenue
                       Argonne, IL 60439

In any of the FAR and DEAR clauses contained in this section, use of the term
"Contract" means "Award" and "Contractor" means "Recipient."

The Recipient shall include intellectual property clauses in any contract
awarded in accordance with requirements of the clauses in this section and of 10
CFR Part 600.27.

3.2  PUBLICATION OF RESULTS/ACKNOWLEDGMENT STATEMENT (JAN 1999)

Publication of the results of the award is encouraged subject to any applicable
restrictions in 10 CFR 600.27 (Patent and Data Provisions). Publications, as
well as reports prepared under this award shall contain the following
acknowledgment statement:

     "This (describe material) was prepared with the support of the U.S.
     Department of Energy, under Award No. DE-FC26-02NT41591. However, any
     opinions, findings, conclusions, or recommendations expressed herein are
     those of the author(s) and do not necessarily reflect the views of the
     DOE".

3.3  RECIPIENT PRESS RELEASES (APR 1998)

The DOE policy and procedure on planned press releases requires that all
Recipient press releases be reviewed and approved by DOE prior to issuance.
Therefore, the Recipient shall, at least ten (10) days prior to the planned
issue date, submit a draft copy to the Contracting Officer of any planned press
releases related to work performed under this award. The Contracting Officer
will then obtain necessary reviews and clearances and provide the Recipient with
the results of such reviews prior to the planned issue date.

3.4  CONFIDENTIAL BUSINESS INFORMATION (DEC 1999)

Data represented to the Department as being confidential business information,
and which does not include "Technical Data" as that term is defined in 52.227-14
Rights in Data General clause of this agreement, shall be submitted as an
attachment to the required reports and will be withheld from disclosure outside
NETL to the extent permitted by law, such attachment and each page therein is
stamped with the following legend and no other:

     CONFIDENTIAL BUSINESS INFORMATION
     The Recipient considers the data furnished herein to contain confidential
     business information that is to be withheld from disclosure outside NETL to
     the extent permitted by law.

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3.5  RIGHTS IN TECHNICAL DATA (FE-INSPECTION) (SEPT 1999)

Withholding of limited rights data. Notwithstanding the inclusion of clause FAR
52.227-16, Additional Technical Data Requirements, in this award or any
provision of this award specifying the delivery of technical data, the Recipient
may withhold limited rights data from delivery, provided that the Recipient
furnishes in lieu of any such limited rights data so withheld technical data
disclosing the source, size, configuration, mating and attachment
characteristics, functional characteristics, and performance requirements
("Form, Fit and Function" data, e.g., specification control drawing, catalog
sheets, envelope drawings, etc.), or a general description of such limited
rights data where "Form, Fit and Function" data are not applicable. Such data
shall be subject to the provision of clause FAR 52.227-14, Rights in Data--
General with Alternative V, paragraph (j), "Inspection Rights," and paragraph
(g), "Protection of Limited Rights Data and Restricted Computer Software."

1.   The limited rights data subject to clause FAR 52.227-14 are listed below.
     This listing of data, which are asserted by the Recipient to be limited
     rights data, does not constitute an admission by the Government that the
     data is in fact limited rights data.

          a.   Baghouse Design
          b.   Activated Carbon Storage & Handling Equipment (design is
               proprietary)
          c.   Activated Carbon (manufacturing process is proprietary)
          d.   Mercury Analyzer - S-CEM (design is proprietary)
          e.   Mercury Analyzer - PS Analytical) (design is proprietary)

2.   Subject to clause FAR 52.227-14 paragraph (j), any limited rights data
     specifically used in the performance of this award shall, at the option of
     the Contracting Officer, be available for inspection by a designee of the
     Contracting Officer at the project facility.

3.   The Recipient shall not introduce or utilize any limited rights data not
     identified in paragraph (1) above in the performance of the award without
     the expressed written permission of the Contracting Officer.

Minimum technical data deliverable with unlimited rights. Not withstanding any
other provision of this award, the following technical data first produced under
this award as a minimum, shall be delivered to the DOE with unlimited rights:

     The generation of all mercury removal data and equipment
     performance/balance of plant impacts obtained via sorbent injection within
     the COHPAC arrangement shall be available for unlimited Government use at
     its discretion.

3.6  52.227-1 AUTHORIZATION AND CONSENT. (JUL 1995) ALTERNATE I (APR 1984)

(a) The Government authorizes and consents to all use and manufacture of any
invention described in and covered by a United States patent in the performance
of this contract or any subcontract at any tier.

(b) The Contractor agrees to include, and require inclusion of, this clause,
suitably modified to identify the parties, in all subcontracts at any tier for
supplies or services (including construction, architectengineer services, and
materials, supplies, models, samples, and design or testing services expected to
exceed the simplified acquisition threshold); however, omission of this clause
from any subcontract, including those at or below the simplified acquisition
threshold, does not affect this authorization and consent.

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3.7  52.227-2 NOTICE AND ASSISTANCE REGARDING PATENT AND COPYRIGHT INFRINGEMENT.
     (AUG 1996)

(a) The Contractor shall report to the Contracting Officer, promptly and in
reasonable written detail, each notice or claim of patent or copyright
infringement based on the performance of this contract of which the Contractor
has knowledge.

(b) In the event of any claim or suit against the Government on account of any
alleged patent or copyright infringement arising out of the performance of this
contract or out of the use of any supplies furnished or work or services
performed under this contract, the Contractor shall furnish to the Government,
when requested by the Contracting Officer, all evidence and information in
possession of the Contractor pertaining to such suit or claim. Such evidence and
information shall be furnished at the expense of the Government except where the
Contractor has agreed to indemnify the Government.

(c) The Contractor agrees to include, and require inclusion of, this clause in
all subcontracts at any tier for supplies or services (including construction
and architect-engineer subcontracts and those for material, supplies, models,
samples, or design or testing services) expected to exceed the simplified
acquisition threshold at FAR 2.101.

3.8  952.227-11 PATENT RIGHTS-RETENTION BY THE CONTRACTOR (SHORT FORM). (FEB
     1995)

(a) Definitions.

     (1)  "Invention" means any invention or discovery which is or may be
          patentable or otherwise protectable under title 35 of the United
          States Code, or any novel variety of plant which is or may be
          protected under the Plant Variety Protection Act (7 U.S.C. 2321, et
          seq.).

     (2)  "Made" when used in relation to any invention means the conception of
          first actual reduction to practice of such invention.

     (3)  "Nonprofit organization" means a university or other institution of
          higher education or an organization of the type described in section
          501(c)(3) of the Internal Revenue Code of l954 (26 U.S.C. 501(c)) and
          exempt from taxation under section 501(a) of the Internal Revenue Code
          (26 U.S.C. 501(a)) or any nonprofit scientific or educational
          organization qualified under a state nonprofit organization statute.

     (4)  "Practical application" means to manufacture, in the case of a
          composition or product; to practice, in the case of a process or
          method; or to operate, in the case of a machine or system; and, in
          each case, under such conditions as to establish that the invention is
          being utilized and that is benefits are, to the extent permitted by
          law or Government regulations, available to the public on reasonable
          terms.

     (5)  "Small business firm" means a small business concern as defined at
          section 2 of Pub. L. 85536 (15 U.S.C. 632) and implementing
          regulations of the Administrator of the Small Business Administration.
          For the purpose of this clause, the size standards for small business
          concerns involved in Government procurement and subcontracting at 13
          CFR 121.3-8 and 13 CFR 121.3-12, respectively, will be used.

     (6)  "Subject invention" means any invention of the contractor conceived or
          first actually reduced to practice in the performance of work under
          this contract, provided that in the case of a variety of plant, the
          date of determination (as defined in section 41(d) of the Plant
          Variety Protection Act, 7 U.S.C. 2401(d)) must also occur during the
          period of contract performance.

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     (7)  "Agency licensing regulations" and "agency regulations concerning the
          licensing of Government-owned inventions" mean the Department of
          Energy patent licensing regulations at 10 CFR Part 781.

(b) Allocation of principal rights. The Contractor may retain the entire right,
title, and interest throughout the world to each subject invention subject to
the provisions of this clause and 35 U.S.C. 203. With respect to any subject
invention in which the Contractor retains title, the Federal Government shall
have a nonexclusive, nontransferable, irrevocable, paid-up license to practice
or have practiced for or on behalf of the United States the subject invention
throughout the world.

(c) Invention disclosure, election of title, and filing of patent application by
Contractor.

     (1) The Contractor will disclose each subject invention to the Department
     of Energy (DOE) within 2 months after the inventor discloses it in writing
     to Contractor personnel responsible for patent matters. The disclosure to
     DOE shall be in the form of a written report and shall identify the
     contract under which the invention was made and the inventor(s). It shall
     be sufficiently complete in technical detail to convey a clear
     understanding to the extent known at the time of the disclosure, of the
     nature, purpose, operation, and the physical, chemical, biological or
     electrical characteristics of the invention. The disclosure shall also
     identify any publication, on sale or public use of the invention and
     whether a manuscript describing the invention has been submitted for
     publication and, if so, whether it has been accepted for publication at the
     time of disclosure. In addition, after disclosure to the DOE, the
     Contractor will promptly notify that agency of the acceptance of any
     manuscript describing the invention for publication or of any on sale or
     public use planned by the Contractor.

     (2) The Contractor will elect in writing whether or not to retain title to
     any such invention by notifying DOE within 2 years of disclosure to DOE.
     However, in any case where publication, on sale or public use has initiated
     the l-year statutory period wherein valid patent protection can still be
     obtained in the United States, the period for election of title may be
     shortened by DOE to a date that is no more than 60 days prior to the end of
     the statutory period.

     (3) The Contractor will file its initial patent application on a subject
     invention to which it elects to retain title within 1 year after election
     of title or, if earlier, prior to the end of any statutory period wherein
     valid patent protection can be obtained in the United States after a
     publication, on sale, or public use. The Contractor will file patent
     applications in additional countries or international patent offices within
     either 10 months of the corresponding initial patent application or 6
     months from the date permission is granted by the Commissioner of Patents
     and Trademarks to file foreign patent applications where such filing has
     been prohibited by a Secrecy Order.

     (4) Requests for extension of the time for disclosure, election, and filing
     under subparagraphs (c)(l), (2), and (3) of this clause may, at the
     discretion of the agency, be granted.

(d) Conditions when the Government may obtain title. The Contractor will convey
to the Federal agency, upon written request, title to any subject invention -

     (1) If the Contractor fails to disclose or elect title to the subject
     invention within the times specified in paragraph (c) of this clause, or
     elects not to retain title; provided, that DOE may only request title
     within 60 days after le arning of the failure of the Contractor to disclose
     or elect within the specified times.

     (2) In those countries in which the Contractor fails to file patent
     applications within the times specified in paragraph (c) of this clause;
     provided, however, that if the Contractor has filed a patent application in
     a country after the times specified in paragraph (c) of this clause, but
     prior to its receipt of the written request of the Federal agency, the
     Contractor shall continue to retain title in that country.

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     (3) In any country in which the Contractor decides not to continue the
     prosecution of any application for, to pay the maintenance fees on, or
     defend in reexamination or opposition proceeding on, a patent on a subject
     invention.

(e) Minimum rights to Contractor and protection of the Contractor right to file.

     (1) The Contractor will retain a nonexclusive royalty-free license
     throughout the world in each subject invention to which the Government
     obtains title, except if the Contractor fails to disclose the invention
     within the times specified in paragraph (c) of this clause. The
     Contractor's license extends to its domestic subsidiary and affiliates, if
     any, within the corporate structure of which the Contractor is a party and
     includes the right to grant sublicenses of the same scope to the extent the
     Contractor was legally obligated to do so at the time the contract was
     awarded. The license is transferable only with the approval of the Federal
     agency, except when transferred to the successor of that part of the
     Contractor's business to which the invention pertains.

     (2) The Contractor's domestic license may be revoked or modified by DOE to
     the extent necessary to achieve expeditious practical application of
     subject invention pursuant to an application for an exclusive license
     submitted in accordance with applicable provisions at 37 CFR Part 404 and
     agency licensing regulations. This license will not be revoked in that
     field of use or the geographical areas in which the Contractor has achieved
     practical application and continues to make the benefits of the invention
     reasonably accessible to the public. The license in any foreign country may
     be revoked or modified at the discretion of DOE to the extent the
     Contractor, its licensees, or the domestic subsidiaries or affiliates have
     failed to achieve practical application in that foreign country.

     (3) Before revocation or modification of the license, DOE will furnish the
     Contractor a written notice of its intention to revoke or modify the
     license, and the Contractor will be allowed 30 days (or such other time as
     may be authorized by DOE for good cause shown by the Contractor) after the
     notice to show cause why the license should not be revoked or modified. The
     Contractor has the right to appeal, in accordance with applicable
     regulations in 37 CFR Part 404 and agency regulations concerning the
     licensing of Government owned inventions, any decision concerning the
     revocation or modification of the license.

(f) Contractor action to protect the Government's interest.

     (1) The Contractor agrees to execute or to have executed and promptly
     deliver to DOE all instruments necessary to

          (i) establish or confirm the rights the Government has throughout the
          world in those subject inventions to which the Contractor elects to
          retain title, and

          (ii) convey title to DOE when requested under paragraph (d) of this
          clause and to enable the government to obtain patent protection
          throughout the world in that subject invention.

     (2) The Contractor agrees to require, by written agreement, its employees,
     other than clerical and nontechnical employees, to disclose promptly in
     writing to personnel identified as responsible for the administration of
     patent matters and in a format suggested by the Contractor each subject
     invention made under contract in order that the Contractor can comply with
     the disclosure provisions of paragraph (c) of this clause, and to execute
     all papers necessary to file patent applications on subject inventions and
     to establish the Government's rights in the subject inventions. This
     disclosure format should require, as a minimum, the information required by
     subparagraph (c)(1) of this clause. The Contractor shall instruct such
     employees, through employee agreements or other suitable educational
     programs, on the importance of reporting inventions in sufficient time to
     permit the filing of patent applications prior to U.S. or foreign statutory
     bars.

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     (3) The Contractor will notify DOE of any decision not to continue the
     prosecution of a patent application, pay maintenance fees, or defend in a
     reexamination or opposition proceeding on a patent, in any country, not
     less than 30 days before the expiration of the response period required by
     the relevant patent office.

     (4) The Contractor agrees to include, within the specification of any
     United States patent application and any patent issuing thereon covering a
     subject invention, the following statement, "This invention was made with
     Government support under (identify the contract) awarded by the United
     States Department of Energy. The Government has certain rights in the
     invention."

(g) Subcontracts.

     (1) The Contractor will include this clause, suitably modified to identify
     the parties, in all subcontracts, regardless of tier, for experimental,
     developmental, or research work to be performed by a small business firm or
     domestic nonprofit organization. The subcontractor will retain all rights
     provided for the Contractor in this clause, and the Contractor will not, as
     part of the consideration for awarding the subcontract, obtain rights in
     the subcontractor's subject inventions.

     (2) The contractor shall include in all other subcontracts, regardless of
     tier, for experimental, developmental, demonstration, or research work the
     patent rights clause at 952.227-13.

     (3) In the case of subcontracts, at any tier, DOE, subcontractor, and the
     Contractor agree that the mutual obligations of the parties created by this
     clause constitute a contract between the subcontractor and DOE with respect
     to the matters covered by the clause; provided, however, that nothing in
     this paragraph is intended to confer any jurisdiction under the Contract
     Disputes Act in connection with proceedings under paragraph (j) of this
     clause.

(h) Reporting on utilization of subject inventions. The Contractor agrees to
submit, on request, periodic reports no more frequently than annually on the
utilization of a subject invention or on efforts at obtaining such utilization
that are being made by the Contractor or its licensees or assignees. Such
reports shall include information regarding the status of development, date of
first commercial sale or use, gross royalties received, by the Contractor, and
such other data and information as DOE may reasonably specify. The Contractor
also agrees to provide additional reports as may be requested by DOE in
connection with any march-in proceeding undertaken by that agency in accordance
with paragraph (j) of this clause. As required by 35 U.S.C. 202(c)(5), DOE
agrees it will not disclose such information to persons outside the Government
without permission of the Contractor.

(i) Preference for United States industry. Notwithstanding any other provision
of this clause, the Contractor agrees that neither it nor any assignee will
grant to any person the exclusive right to use or sell any subject invention in
the United States unless such person agrees that any product embodying the
subject invention or produced through the use of the subject invention will be
manufactured substantially in the United States. However, in individual cases,
the requirement for such an agreement may be waived by DOE upon a showing by the
Contractor or its assignee that reasonable but unsuccessful efforts have been
made to grant licenses on similar terms to potential licensees that would be
likely to manufacture substantially in the United States or that under the
circumstances domestic manufacture is not commercially feasible.

(j) March-in rights. The Contractor agrees that, with respect to any subject
invention in which it has acquired title, DOE has the right in accordance with
the procedures in 37 CFR 401.6 and any supplemental regulations of the agency to
require the Contractor, an assignee or exclusive licensee of a subject invention
to grant a nonexclusive, partially exclusive, or exclusive license in any field
of use to a responsible applicant or applicants, upon terms that are reasonable
under the circumstances, and, if the Contractor, assignee, or exclusive licensee
refuses such a request, DOE has the right to grant such a license itself if DOE
determines that

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     (1) Such action is necessary because the Contractor or assignee has not
     taken, or is not expected to take within a reasonable time, effective steps
     to achieve practical application of the subject invention in such field of
     use;

     (2) Such action is necessary to alleviate health or safety needs which are
     not reasonably satisfied by the Contractor, assignee, or their licensees;

     (3) Such action is necessary to meet requirements for public use specified
     by Federal regulations and such requirements are not reasonably satisfied
     by the Contractor, assignee, or licensees; or

     (4) Such action is necessary because the agreement required by paragraph
     (i) of this clause has not been obtained or waived or because a licensee of
     the exclusive right to use or sell any subject invention in the United
     States is in breach of such agreement.

(k) Special provisions for contracts with nonprofit organizations. If the
Contractor is a nonprofit organization, it agrees that -

     (1) Rights to a subject invention in the United States may not be assigned
     without the approval of the Federal agency, except where such assignment is
     made to an organization which has as one of its primary functions the
     management of inventions; provided, that such assignee will be subject to
     the same provisions as the Contractor;

     (2) The Contractor will share royalties collected on a subject invention
     with the inventor, including Federal employee co-inventors (when DOE deems
     it appropriate) when the subject invention is assigned in accordance with
     35 U.S.C. 202(e) and 37 CFR 401.10;

     (3) The balance of any royalties or income earned by the Contractor with
     respect to subject inventions, after payment of expenses (including
     payments to inventors) incidental to the administration of subject
     inventions will be utilized for the support of scientific research or
     education; and

     (4) It will make efforts that are reasonable under the circumstances to
     attract licensees of subject inventions that are small business firms, and
     that it will give a preference to a small business firm when licensing a
     subject invention if the Contractor determines that the small business firm
     has a plan or proposal for marketing the invention which, if executed, is
     equally as likely to bring the invention to practical application as any
     plans or proposals from applicants that are not small business firms;
     provided, that the Contractor is also satisfied that the small business
     firm has the capability and resources to carry out its plan or proposal.
     The decision whether to give a preference in any specific case will be at
     the discretion of the contractor. However, the Contractor agrees that the
     Secretary of Commerce may review the Contractor's licensing program and
     decisions regarding small business applicants, and the Contractor will
     negotiate changes to its licensing policies, procedures, or practices with
     the Secretary of Commerce when that Secretary's review discloses that the
     Contractor could take reasonable steps to more effectively implement the
     requirements of this subparagraph (k)(4).

(l) Communications.

     (1) The contractor shall direct any notification, disclosure, or request to
     DOE provided for in this clause to the DOE patent counsel assisting the DOE
     contracting activity, with a copy of the communication to the Contracting
     Officer.

     (2) Each exercise of discretion or decision provided for in this clause,
     except subparagraph (k)(4), is reserved for the DOE Patent Counsel and is
     not a claim or dispute and is not subject to the Contract Disputes Act of
     1978.

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     (3) Upon request of the DOE Patent Counsel or the contracting officer, the
     contractor shall provide any or all of the following:

          (i)  a copy of the patent application, filing date, serial number and
               title, patent number, and issue date for any subject invention in
               any country in which the contractor has applied for a patent;

          (ii) a report, not more often than annually, summarizing all subject
               inventions which were disclosed to DOE individually during the
               reporting period specified; or

          (iii) a report, prior to closeout of the contract, listing all subject
               inventions or stating that there were none.

3.9  FAR 52.227-14 RIGHTS IN DATA -GENERAL. (JUN 1987) WITH ALT. V (JUN 1987)

This clause is amended by DEAR 927.409 (JAN 1999) and 10 CFR 600.27

(a) Definitions.

(1) "Computer databases," as used in this clause, means a collection of data in
a form capable of, and for the purpose of, being stored in, processed, and
operated on by a computer. The term does not include computer software.

(2) "Computer software," as used in this clause, means (i) computer programs
which are data comprising a series of instructions, rules, routines, or
statements, regardless of the media in which recorded, that allow or cause a
computer to perform a specific operation or series of operations and (ii) data
comprising source code listings, design details, algorithms, processes, flow
charts, formulae, and related material that would enable the computer program to
be produced, created, or compiled. The term does not include computer databases.

(3) "Data," as used in this clause, means recorded information, regardless of
form or the media on which it may be recorded. The term includes technical data
and computer software. For the purposes of this clause, the term does not
include data incidental to the administration of this award, such as financial,
administrative, cost and pricing, or management information.

(4) "Form, fit, and function data," as used in this clause, means data relating
to items, components, or processes that are sufficient to enable physical and
functional interchangeability, as well as data identifying source, size,
configuration, mating, and attachment characteristics, functional
characteristics, and performance requirements; except that for computer software
it means data identifying source, functional characteristics, and performance
requirements but specifically excludes the source code, algorithm, process,
formulae, and flow charts of the software.

(5) "Limited rights data," as used in this clause, means data, other than
computer software, developed at private expense that embody trade secrets or are
commercial or financial and confidential or privileged. The Government's rights
to use, duplicate, or disclose limited rights data are as set forth in the
Limited Rights Notice of subparagraph (g)(2) of this section if included in this
clause.

(6) "Restricted computer software," as used in this clause, means
computer software developed at private expense and that is a trade secret; is
commercial or financial and is confidential or privileged; or is published
copyrighted computer software, including minor modifications of any such
computer software. The Government's rights to use, duplicate, or disclose
restricted computer software are as set forth in the Restricted Rights Notice of
subparagraph (g)(3) of this section if included in this clause.

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(7) "Technical data," as used in this clause, means recorded data, regardless of
form or characteristic, that are of a scientific or technical nature. Technical
data does not include computer software, but does include manuals and
instructional materials and technical data formatted as a computer data base.

(8) "Unlimited rights," as used in this clause, means the rights of the
Government to use, disclose, reproduce, prepare derivative works, distribute
copies to the public, including by electronic means, and perform publicly and
display publicly, in any manner, including by electronic means, and for any
purpose whatsoever, and to have or permit others to do so.

(b) Allocation of rights.

(1) Except as provided in paragraph (c) of this clause regarding copyright, the
Government shall have unlimited rights in -

(i) Data first produced in the performance of this award;

(ii) Form, fit, and function data delivered under this award;

(iii) Data delivered under this award (except for restricted computer software)
that constitute manuals or instructional and training material for installation,
operation, or routine maintenance and repair of items, components, or processes
delivered or furnished for use under this award; and

(iv) All other data delivered under this award unless provided otherwise for
limited rights data or restricted computer software in accordance with paragraph
(g) of this clause.

(2) The Recipient shall have the right to -

(i) Use, release to others, reproduce, distribute, or publish any data first
produced or specifically used by the Recipient in the performance of this award,
unless provided otherwise in paragraph (d) of this clause;

(ii) Protect from unauthorized disclosure and use those data which are limited
rights data or restricted computer software to the extent provided in paragraph
(g) of this clause;

(iii) Substantiate use of, add or correct limited rights, restricted rights, or
copyright notices and to take other appropriate action, in accordance with
paragraphs (e) and (f) of this clause; and

(iv) Establish claim to copyright subsisting in data first produced in the
performance of this award to the extent provided in subparagraph (c)(1) of this
clause.

(c) Copyright -

(1) Data first produced in the performance of this award. Unless provided
otherwise in paragraph (d) of this clause, the Recipient may establish, without
prior approval of the Contracting Officer, claim to copyright subsisting in
scientific and technical articles based on or containing data first produced in
the performance of this award and published in academic, technical or
professional journals, symposia proceedings or similar works. The prior, express
written permission of the Contracting Officer is required to establish claim to
copyright subsisting in all other data first produced in the performance of this
award. When claim to copyright is made, the Recipient shall affix the applicable
copyright notices of 17 U.S.C. 401 or 402 and acknowledgment of Government
sponsorship (including award number) to the data when such data are delivered to
the Government, as well as when the data are published or deposited for
registration as a published work in the U.S. Copyright Office. For data other
than computer software the Recipient grants to the Government, and others acting
on its behalf, a paid-up, nonexclusive, irrevocable worldwide license in such
copyrighted data to reproduce, prepare derivative works, distribute copies to
the public, and perform publicly and display publicly, by or on behalf of the
Government. For computer software, the Recipient grants to the Government and
others acting in its behalf, a paid-up nonexclusive, irrevocable worldwide
license in such copyrighted computer software to reproduce, prepare derivative
works, and perform publicly and display publicly by or on behalf of the
Government.

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(2) Data not first produced in the performance of this award. The Recipient
shall not, without prior written permission of the Contracting Officer,
incorporate in data delivered under this award any data not first produced in
the performance of this award and which contains the copyright notice of 17
U.S.C. 401 or 402, unless the Recipient identifies such data and grants to the
Government, or acquires on its behalf, a license of the same scope as set forth
in subparagraph (c)(1) of this clause; provided, however, that if such data are
computer software the Government shall acquire a copyright license as set forth
in subparagraph (g)(3) of this clause if included in this award or as otherwise
may be provided in a collateral agreement incorporated in or made part of this
award.

(3) Removal of copyright notices. The Government agrees not to remove any
copyright notices placed on data pursuant to this paragraph (c), and to include
such notices on all reproductions of the data.

(d) Release, publication and use of data.

(1) The Recipient shall have the right to use, release to others, reproduce,
distribute, or publish any data first produced or specifically used by the
Recipient in the performance of this award, except to the extent such data may
be subject to the Federal export control or national security laws or
regulations, or unless otherwise provided in this paragraph of this clause or
expressly set forth in this award.

(2) The Recipient agrees that to the extent it receives or is given access to
data necessary for the performance of this award that contain restrictive
markings, the Recipient shall treat the data in accordance with such markings
unless otherwise specifically authorized in writing by the Contracting Officer.

(3) The Recipient agrees not to assert copyright in computer software first
produced in the performance of this award without prior written permission of
the DOE Patent Counsel assisting the contracting activity. When such permission
is granted, the Patent Counsel shall specify appropriate terms, conditions, and
submission requirements to assure utilization, dissemination, and
commercialization of the data. The Recipient, when requested, shall promptly
deliver to Patent Counsel a duly executed and approved instrument fully
confirmatory of all rights to which the Government is entitled.

(e) Unauthorized marking of data.

(1) Notwithstanding any other provisions of this award concerning inspection or
acceptance, if any data delivered under this award are marked with the notices
specified in subparagraph (g)(2) or (g)(3) of this clause and use of such is not
authorized by this clause, or if such data bears any other restrictive or
limiting markings not authorized by this award, the Contracting Officer may at
any time either return the data to the Recipient, or cancel or ignore the
markings. However, the following procedures shall apply prior to canceling or
ignoring the markings.

(i) The Contracting Officer shall make written inquiry to the Recipient
affording the Recipient 30 days from receipt of the inquiry to provide written
justification to substantiate the propriety of the markings;

(ii) If the Recipient fails to respond or fails to provide written justification
to substantiate the propriety of the markings within the 30-day period (or a
longer time not exceeding 90 days approved in writing by the Contracting Officer
for good cause shown), the Government shall have the right to cancel or ignore
the markings at any time after said period and the data will no longer be made
subject to any disclosure prohibitions.

(iii) If the Recipient provides written justification to substantiate the
propriety of the markings within the period set in subdivision (e)(1)(i) of this
clause, the Contracting Officer shall consider such written justification and
determine whether or not the markings are to be canceled or ignored. If the
Contracting Officer determines that the markings are authorized, the Recipient
shall be so notified in writing. If the Contracting Officer determines, with
concurrence of the head of the contracting activity, that the markings are not
authorized, the Contracting Officer shall furnish the Recipient a written

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determination, which determination shall become the final agency decision
regarding the appropriateness of the markings unless the Recipient files suit in
a court of competent jurisdiction within 90 days of receipt of the Contracting
Officer's decision. The Government shall continue to abide by the markings under
this subdivision (e)(1)(iii) until final resolution of the matter either by the
Contracting Officer's determination becoming final (in which instance the
Government shall thereafter have the right to cancel or ignore the markings at
any time and the data will no longer be made subject to any disclosure
prohibitions), or by final disposition of the matter by court decision if suit
is filed.

(2) The time limits in the procedures set forth in subparagraph (e)(1) of this
clause may be modified in accordance with agency regulations implementing the
Freedom of Information Act (5 U.S.C. 552) if necessary to respond to a request
thereunder.

(3) This paragraph (e) does not apply if this award is for a major system or for
support of a major system by a civilian agency other than NASA and the U.S.
Coast Guard agency subject to the provisions of Title III of the Federal
Property and Administrative Services Act of 1949.

(4) Except to the extent the Government's action occurs as the result of final
disposition of the matter by a court of competent jurisdiction, the Recipient is
not precluded by this paragraph (e) from bringing a claim under the Contract
Disputes Act, including pursuant to the Disputes clause of this award, as
applicable, that may arise as the result of the Government removing or ignoring
authorized markings on data delivered under this award.

(f) Omitted or incorrect markings.

(1) Data delivered to the Government without either the limited rights or
restricted rights notice as authorized by paragraph (g) of this clause, or the
copyright notice required by paragraph (c) of this clause, shall be deemed to
have been furnished with unlimited rights, and the Government assumes no
liability for the disclosure, use, or reproduction of such data. However, to the
extent the data has not been disclosed without restriction outside the
Government, the Recipient may request, within 6 months (or a longer time
approved by the Contracting Officer for good cause shown) after delivery of such
data, permission to have notices placed on qualifying data at the Recipient's
expense, and the Contracting Officer may agree to do so if the Recipient -

(i) Identifies the data to which the omitted notice is to be applied;

(ii) Demonstrates that the omission of the notice was inadvertent;

(iii) Establishes that the use of the proposed notice is authorized; and

(iv) Acknowledges that the Government has no liability with respect to the
disclosure, use, or reproduction of any such data made prior to the addition of
the notice or resulting from the omission of the notice.

(2) The Contracting Officer may also (i) permit correction at the Recipient's
expense of incorrect notices if the Recipient identifies the data on which
correction of the notice is to be made, and demonstrates that the correct notice
is authorized, or (ii) correct any incorrect notices.

(g) Protection of limited rights data and restricted computer software.

(1) When data other than that listed in subdivisions (b)(1)(i), (ii), and (iii)
of this clause are specified to be delivered under this award and qualify as
either limited rights data or restricted computer software, if the Recipient
desires to continue protection of such data, the Recipient shall withhold such
data and not furnish them to the Government under this award. As a condition to
this withholding, the Recipient shall identify the data being withheld and
furnish form, fit, and function data in lieu thereof. Limited rights data that
are formatted as a computer database for delivery to the Government are to be
treated as limited rights data and not restricted computer software.

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(2) (Reserved)

(3) (Reserved)

(h) Subcontracting. The Recipient has the responsibility to obtain from its
subcontractors all data and rights therein necessary to fulfill the Recipient's
obligations to the Government under this award. If a subcontractor refuses to
accept terms affording the Government such rights, the Recipient shall promptly
bring such refusal to the attention of the Contracting Officer and not proceed
with subcontract award without further authorization.

(i) Relationship to patents. Nothing contained in this clause shall imply a
license to the Government under any patent or be construed as affecting the
scope of any license or other right otherwise granted to the Government.

(j) The Recipient agrees, except as may be otherwise specified in this award for
specific data items listed as not subject to this paragraph, that the
Contracting Officer or an authorized representative may, up to three years after
acceptance of all items to be delivered under this award, inspect at the
Recipient's facility any data withheld pursuant to paragraph (g)(1) of this
clause, for purposes of verifying the Recipient's assertion pertaining to the
limited rights or restricted rights status of the data or for evaluating work
performance. Where the Recipient whose data are to be inspected demonstrates to
the Contracting Officer that there would be a possible conflict of interest if
the inspection were made by a particular representative, the Contracting Officer
shall designate an alternate inspector.

3.11 52.227-16 ADDITIONAL DATA REQUIREMENTS. (JUN 1987)

(a) In addition to the data (as defined in the clause at 52.227-14, Rights in
Data - General clause or other equivalent included in this contract) specified
elsewhere in this contract to be delivered, the Contracting Officer may, at any
time during contract performance or within a period of 3 years after acceptance
of all items to be delivered under this contract, order any data first produced
or specifically used in the performance of this contract.

(b) The Rights in Data - General clause or other equivalent included in this
contract is applicable to all data ordered under this Additional Data
Requirements clause. Nothing contained in this clause shall require the
Contractor to deliver any data the withholding of which is authorized by the
Rights in Data - General or other equivalent clause of this contract, or data
whic h are specifically identified in this contract as not subject to this
clause.

(c) When data are to be delivered under this clause, the Contractor will be
compensated for converting the data into the prescribed form, for reproduction,
and for delivery.

(d) The Contracting Officer may release the Contractor from the requirements of
this clause for specifically identified data items at any time during the 3-year
period set forth in paragraph (a) of this clause.

3.12 52.227-23 RIGHTS TO PROPOSAL DATA (TECHNICAL). (JUN 1987)

Except for data contained on pages (n/a), it is agreed that as a condition of
award of this contract, and notwithstanding the conditions of any notice
appearing thereon, the Government shall have unlimited rights (as defined in the
"Rights in Data - General" clause contained in this contract) in and to the
technical data contained in the proposal dated 2-8-02, upon which this contract
is based.

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                   SECTION IV - AWARDS - LIST OF ATTACHMENTS

4.1  LIST OF ATTACHMENTS (JAN 1999)

Attachment A -- Statement of Project Objectives
Attachment B -- Federal Assistance Reporting Checklist
Attachment C -- Budget Page(s)
Attachment D -- Recipient Acquired Property

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4.2  ATTACHMENT A -- STATEMENT OF PROJECT OBJECTIVES (JAN 1999)

                   LONG TERM OPERATION OF A COHPAC SYSTEM FOR
                   REMOVING MERCURY FROM COAL-FIRED FLUE GAS

A.   OJECTIVES

The overall objective of this program is to evaluate the long term effects of
sorbent injection on mercury capture and COHPAC performance on 1/2 of the gas
stream at Alabama Power's Plant Gaston Unit 3. Data from the program will be
used to determine:

     1.   Is sorbent injection into a high air-to-cloth ratio baghouse a viable,
          long term approach for mercury control; and

     2.   Design criteria and costs for new baghouse/sorbent injection systems
          that will use a similar, polishing baghouse (TOXECON) approach.

B.   SCOPE OF WORK

Baghouse experts would agree that the only way to determine long term viability
of a new baghouse application is to review performance after a minimum of 6
months and preferable a year of operation. The technical approach proposed in
this effort is designed to gather both the necessary long-term data and to
investigate supporting technologies that might provide improved economics or
performance.

A commercial sorbent injection system will be procured that will allow for
continuous operation with minimal O&M requirements. COHPAC performance will be
evaluated using existing diagnostic equipment and with periodic, in-situ fabric
drag measurements. Mercury measurements will be made with a dedicated mercury
analyzer capable of measuring speciated, vapor phase mercury. Resources are set
aside to optimize operation of the mercury analyzers to minimize on-site
support. At a minimum, continuous mercury measurements will be made one week per
month and during certain test periods. To reduce risk to the host site, a new
set of bags will be purchased in case of irreparable degradation to the existing
bags. In addition, if new, high-performance fabrics are available, we will work
with EPRI and the developers to install and monitor limited numbers of these
bags. After performance is optimized with the benchmark sorbent, it will be
possible to perform short-term evaluations of up to 3 alternate sorbents.

C.   TASKS TO BE PERFORMED

The overall objective will be achieved through a series of technical tasks
described below.

Task 1.0 - Design, Procure and Install a Sorbent Injection System
-----------------------------------------------------------------

The deliverable for this first task is an installed and operational, commercial
quality dry sorbent injection system. ADA-ES will work with Norit Americas in
the design and procurement of the system. Norit Americas has an impressive
installation list for large activated carbon injection systems. Even so, these
systems are installed on processes that have much lower flue gas volumes than
most utility plants. ADA- ES will design and supply the injection manifolds and
lances.

Conceptually this injection system will include bulk storage for up to 1 1/2
trucks of carbon, sorbent delivery capability from pneumatic trucks, a
loss-of-weight balance for accurate tracking of carbon usage and Allen Bradley
PLC control and data acquisition capabilities. The system will be designed for
easy conversion to supply 100% of the Unit 3 flue gas, with the anticipation
that if the results are promising, the host site may want to continue use after
the end of the program.

ADA-ES will work with Alabama Power to select the installation contractor and
will oversee installation, shakedown and troubleshooting.

It is expected that this task will be completed 3 months after the contract is
awarded.

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Task 2.0 - Procure Mercury Analyzer
-----------------------------------

One of the most difficult tasks of our current mercury control program is the
real time measurement of mercury. Apogee Scientific has provided excellent
support in this task by supplying the analyzers, analyzer operation, and data
acquisition and analysis.

The deliverable of this task is a mercury analyzer capable of speciated, vapor
phase mercury measurements with similar reliability to the instruments used in
the current program, but with reduced labor support requirements. ADA-ES will
continue to work with Apogee and apply their expertise to the procurement of the
best option and/or combinations of mercury measurement systems. If the state of
mercury measurement still has not improved past the need for a full-time person
to run the instruments, then the analyzer will be operated at least one week per
month and during optimization and subsystem testing.

Task 3.0 - System Optimization
------------------------------

The first month of operation will be devoted to integrating the injection and
mercury measurement systems with COHPAC and normal plant operation. It is
possible that injection concentration will change over time as pressure drop
performance is understood and as the performance of the upstream ESP varies.
Feedback control may be required in order to vary the injection concentration to
maintain the cleaning frequency below 1.5 pulses/bag/hour (practical limit
determined by Alabama Power during short-term tests).

New bags will not be installed for the beginning of these tests, as the current
bags are relatively new with less than 1 year of operating time. The first set
of Ryton bags installed in this COHPAC baghouse remained in service for over 4
years.

Also included in this task are baseline measurements of mercury and fabric drag.

Task 4.0 - Long Term Operation and Monitoring
---------------------------------------------

The primary subtasks include:

     1.   Integrating continuous injection of sorbent into the COHPAC baghouse
          through at least 3 seasons. This might seem like an odd way to track
          time, but experience has shown that particulate control equipment
          performs differently in the summer versus the winter months. Load
          capacity, ambient temperature, quality of the coal and, in this case,
          the performance cycle of the hot-side ESP affect COHPAC performance.
          Including optimization, the injection equipment will be available for
          operation over a 12-month period.

     2.   Tracking the pressure drop/cleaning frequency characteristics and
          strength integrity of the fabric. Operational trends will be monitored
          using the existing system supplied by Southern Research Institute.
          Performance variables that will be monitored continuously include
          pressure drop, cleaning frequency, inlet grain loading, flow, and
          outlet opacity.

          At least 24 new, standard bags will be installed prior to beginning
          carbon injection for control purposes. In-situ drag (drag = pressure
          drop divided by air-to-cloth ratio) measurements will be made on
          select bags to determine baseline drag conditions. Either the EPRI
          portable drag tester now at TXU's Big Brown station or Southern
          Research's device will be used. The drag of the selected bags will be
          measured periodically throughout the 12-month test period to track any
          increase in drag or decreases in permeability of the fabric. Drag
          tests will also be performed on bags in the control baghouse, A-side.

     3.   Periodic collection of coal and ash samples. Analyses will include
          ultimate and proximate, mercury and chlorine measurements of the coal,
          and mercury and LOI measurements of the ash. These samples will be
          archived and the final test samples will be determined based on
          mercury removal performance and test conditions. Daily coal samples
          will be taken during Ontario Hydro testing.

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     4.   Measuring mercury following the draft Ontario Hydro method twice
          during the long term tests. The conditions for these tests will be
          decided after review of the results.

Charles Lindsey, with ADA-ES, lives in the Birmingham, Alabama area. Mr. Lindsey
will be available, if needed, for nearly full-time support of this test program.
ADA-ES will be responsible for operation of the mercury analyzers, teaching
Gaston personnel the operation of the injection system, ordering activated
carbon and coordinating all on-site tests. ADA-ES will work with Southern
Research Institute in the performance monitoring of COHPAC.

Table 1 presents a summary of the test data to be collected on the B-side
baghouse and Table 2 presents comparison measurements of the test and control
sides.

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               Table 1. Test Data Collected from B-Side Baghouse
                   (with Sorbent Injection) During Evaluation

                                                                   OPTIMIZATION/
PARAMETER                     SAMPLE/SIGNAL/TEST                    LONG-TERM
---------                     ------------------                    ---------
Coal                             Batch sample                          Yes
Fly ash                          Batch sample                          Yes
pH of COHPAC ash                 Batch sample                          Yes
Unit operation                  Plant Signals:                         Yes
                                  Boiler load
                          Flow rates and temperatures
Temperature      Plant signal at inlet and outlet of COHPAC            Yes
Temperature            Full traverse, inlet & outlet                  No/Yes
Duct Gas Velocity      Full traverse, inlet & outlet                  No/Yes
Mercury (total and
  speciated)        Single point, inlet and outlet with S-CEM          Yes
Mercury (total and
  speciated)            Ontario Hydro, inlet and outlet          No/Yes (2 sets)
Sorbent Injection Rate           PLC, lbs/min                          Yes
CEM data (NOx, O2, SO2)       Plant data - stack                       Yes
Stack Opacity                    Plant data                            Yes
COHPAC operation                 Plant data                            Yes
                  (pressure drop, cleaning frequency, inlet
                  loading, flow, opacity, temperature, etc.)

<PAGE>

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                                    Table 2
                   Test Data Collected From Test (B-side) and
                  Control (A-side) Baghouses During Evaluation

SAMPLE/SIGNAL/TEST                   CONTROL CHAMBER            TEST CHAMBER
------------------                   ---------------            ------------

COHPAC Operation                            Yes                      Yes
In-Situ Drag                        Yes (Intermittent)       Yes (Intermittent)
Mercury S-CEM Measurements          Yes (Intermittent)               Yes
Mercury Ontario Hydro Method                No                       Yes
Hopper Ash Samples                          Yes                      Yes
Test Bags (To-Be-Determined)              Possibly                   Yes

Task 5.0 - Subsystem Testing
----------------------------

This long-term test at Gaston provides an opportunity to evaluate other mercury
control sorbents that may have advantages in cost and/or performance, and
advanced fabrics that may enhance mercury control or COHPAC performance. Also
included in this task is the procurement of a repla cement set of PPS
(polyphenylene sulfide) felt bags for the B-side baghouse.

Several sorbent suppliers have asked to be contacted if additional baghouse test
time is available. The commercial suppliers include STI, Sorbtech, CarboChem and
Donau Carbon. In addition, EPRI has ongoing programs that both develop and
evaluate new sorbents. One or more of these sorbents may be of interest to the
test team.

The test plan has time set aside to evaluate three different sorbents. Each of
the alternative sorbents can be evaluated for up to two weeks, with the caveat
that tests will be ended early if any detrimental performance trends are noted.
During these test periods, the S-CEMs will be operational, ash and coal samples
will be collected, and COHPAC performance will be closely monitored.

The alternate suppliers will be asked to provide about 10,000 lbs of sorbent
delivered in a pneumatic truck with compatible hose connections. Shorter tests
can be considered, however, the injection system will not be able to accommodate
supersack deliveries. Results from these short tests will be compiled in an
informal report for the supplier.

A brief history of the PPS felt used in the COHPAC baghouse is needed to
understand the importance of potential alternate fabric tests. The OEM fabric
for the four COHPAC baghouses in the U.S. (Gaston Units 2 and 3 and Big Brown
Units 1 and 2) was a 2.7 denier RytonTM felt. Denier is a measure of the linear
density of a fiber and provides an indication of the cross section or thickness
of the fibers, and Ryton was the original PPS fiber. It took several years to
optimize the fabric specification for the Ryton bags at Big Brown, the first
COHPAC installation. Last year the producer of Ryton fabric stopped production
of the material. A direct, but unproven replacement PPS fiber is now provided by
Toray Industries and in know as Torcon.

EPRI has invested significant resources to develop a fabric that had inherently
higher permeability and therefore lower pressure drop. The most tested
high-permeability fabric was a 6 denier instead of 2.7 denier Ryton felt. The
test results after a year of operation at Big Brown showed the residual drag of
the 6 denier fabric was half that of the 2.7 denier fabric. This fabric helps
reduce pressure drop problems at Big Brown and the plant had switched to
ordering 6 denier fabric for all bag replacements. With Ryton no longer
available, the new high permeability fabric is 7 denier Torcon. This fabric has
just been installed in the full-scale units at Big Brown to begin a long-term
evaluation process.

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This same fabric is of interest at Gaston because the major impact on COHPAC
from earlier short-term sorbent injection testing was an increase in cleaning
frequency, or equivalently pressure drop. This highpermeability fabric may
reduce the impact of the increased mass loading on pressure drop and allow for
either higher injection rates or less performance degradation over time. Because
of these ongoing developments in the design of the PPS felts, it is important to
include resources to install small numbers of test bags to begin gathering the
long-term data necessary to qualify the viability of the new fabric. Because
these test bags will be mixed with existing bags, outlet emissions or real time
pressure drop behavior can't be tracked. However, based on the work at Big Brown
it is possible to evaluate performance by periodically measure in-situ drag
(Bustard, et al., 2001).

Task 6.0 - Management and Reporting
-----------------------------------

A final report will be prepared documenting measurements, test procedures and
results obtained in Tasks 1 through 5. This report is intended to be a
stand-alone document providing a comprehensive review of the testing. This
report will also include an economic analysis of the cost of controlling mercury
emissions with sorbent injection.

This task also provides time for overall program management, technology transfer
and time to complete DOE's reporting requirements.

D.   DELIVERABLES

Deliverables as required by the "Federal Assistance Reporting Checklist" will be
prepared under this project.

E.   BRIEFINGS/TECHNICAL PRESENTATIONS

Briefings and technical information will be prepared for presentation to the DOE
Contracting Officer's Representative at the initiation of the project and at the
end of each designated project budget period. In addition, technical papers will
be presented at DOE/NETL Annual Contractor's Review Meetings.

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NETL F 540.3-1#
(11/2001) OPI=PS10  4.3 ATTACHMENT B -- FEDERAL ASSISTANCE
(Previous Editions      REPORTING CHECKLIST (JAN 1999)
Obsolete)           FEDERAL ASSISTANCE REPORTING CHECKLIST

1.   AW ARDEE: ADA Environmental Solutions

2.   IDENTIFICATION NUMBER: DE-FC26-02NT41591

3.   REPORT SUBMISSION ADDRESS: The requested quantity of all required report
     deliverables shall be submitted to the following address:

                      NETL AAD DOCUMENT CONTROL BLDG. 921
                           U.S. DEPARTMENT OF ENERGY
                     NATIONAL ENERGY TECHNOLOGY LABORATORY
                    P.O. BOX 10940 PITTSBURGH, PA 15236-0940
<TABLE>
<CAPTION>

4.   PLANNING AND REPORTING REQUIREMENTS:                                FORM NO.             FREQ.   NUMBER OF COPIES

A.   PROGRAM/PROJECT MANAGEMENT
<S>                                                                        <C>                 <C>          <C>
[X]  Federal Assistance Program/Project Status Report                  DOE F 4600.6             Q            2
[X]  Financial Status Report G                                      SF-269 or SF-269A         Q, FG          3
[ ]  Federal Cash Transaction Report                                      SF-272

B.   TECHNICAL (One paper copy and one PDF electronic file copy)
[X]  Technical Progress Report                                             None                 Q            4
[X]  Topical Report                                                        None                 A            4
[X]  Final Report                                                          None                 FG           4

C.   ENVIRONMENTAL
[X]  Hazardous Substance Plan                                              None                 O            3
[X]  Hazardous Waste Report                                                None                 FC           3
[ ]  Environmental Compliance Plan                                         None
[ ]  Environmental Monitoring Plan                                         None
[ ]  Environmental Status Report                                           None

D.   PROPERTY
[ ]  Annual Report of Property in the Custody of Contractors            F 580.1-8
[ ]  High Risk Property Report                                          F 580.1-25
[X]  Report of Termination or Completion Inventory               NETL F 580.1-9 and SF-120      FC           2

E.   EXCEPTION
[ ]  Conference Record                                                     None
[X]  Hot Line Report                                                       None                 A            2
[X]  Journal Articles/Conference Papers and Proceedings                    None                 A            4
[ ]  Software
[ ]  Other______________________________                                   None
[ ]  Other _____________________________                                   None
</TABLE>

5.   FREQUENCY CODES AND DUE DATES:

A-  As required; see attached text for applicability.
C-  Change/revision, within 15 calendar days after event.
FG- Final; within ninety (90) calendar days after the project period ends.
FC- Final -End of Effort.
M-  Monthly; within twenty-five (25) calendar days after end of the report
    period.
O-  Once after award; within thirty (30) calendar days after award.
Q-  Quarterly; within thirty (30) calendar days after end of the calendar
    quarter or portion thereof.
S-  Semiannually; within thirty (30) calendar days after end of project year
    and project half-year.
YF- Yearly; 90 calendar days after the end of project year.
YP- Yearly Property - due 15 days after period ending 9/30.

6.   SPECIAL INSTRUCTIONS:

The forms identified in the checklist are available at
http://www.netl.doe.gov/business/faapiaf/paaforms.html. Alternate formats are
acceptable provided the contents remain consistent with the form. All technical
reports submitted to the DOE must be accompanied by a completed and signed NETL
F 510.1-5 addressing patent information.

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4.4  GENERAL INSTRUCTIONS FOR THE PREPARATION AND SUBMISSION OF REPORTS (MAY
     1999)

The Recipient shall prepare and submit (postage prepaid) the plans and reports
indicated on the "Federal Assistance Reporting Checklist" to the addressee
identified on the checklist. The level of detail the Recipient provides in the
plans and reports shall be commensurate with the scope and complexity of the
effort and shall be as delineated in the guidelines and instructions contained
herein. The prime Recipient shall be responsible for acquiring data from any
contractors or subrecipients to ensure that data submitted are compatible with
the data elements that prime Recipients are required to submit to DOE.

4.5  FEDERAL ASSISTANCE PROGRAM/PROJECT STATUS REPORT (FORM 4600.6) (MAY 1999)

This report is a concise narrative describing the current status of the effort.
The report allows Recipients to communicate developments, achievements, changes
and problems. The award Recipient enters a brief narrative discussion of the
following topics: approach changes; performance variances, accomplishments, or
problems; open times; and status assessment and forecast. Each of these topics
is addressed, as appropriate, for a given reporting period and the report is
submitted periodically, as required, during the life of the project.

4.6  FINANCIAL STATUS REPORT (STANDARD FORM 269 OR 269A) (FEB 2002)

This report is used for the Recipient to provide regular periodic accounting of
project funds expended. The accounting may be on either a cash or accrual basis.
Actual total expenditures and obligations incurred, but not paid, are reported
for each reporting period for each major activity. Provision is made to identify
the Federal and non-Federal share of project outlays for each identified
activity.

4.7  TECHNICAL REPORTS (SEPT 2000)

Technical Reports (SEPT 2002)

CAUTION: In order to assure that the technical report deliverables under this
award are submitted in a publicly releasable form, the following guidance shall
be followed.

If this award DOES NOT include Alternate II to FAR 52.227-14, Rights in
Data-General, the Recipient SHALL NOT include Limited Rights Data (as defined in
FAR 52.227-14) in any report or other document delivered to the Government under
this award.

If this award DOES include Alternate II to FAR 52.227-14, Rights in
Data-General, any Limited Rights Data (as defined in FAR 52.227-14) to be
delivered shall be submitted in a SEPARATE APPENDIX to the technical report.
This appendix SHALL NOT be submitted in an electronic format but rather ONE GOOD
QUALITY PAPER COPY SHALL BE SENT DIRECTLY TO THE CONTRACTING OFFICER'S
REPRESENTATIVE. The appendix SHALL NOT be referenced in the sanitized technical
report. In accordance with FAR 52.227-14(g)(2), the appendix SHALL be marked
ONLY with the authorized legend. A good quality paper copy plus an electronic
version of the sanitized technical report shall be submitted in accordance with
the Federal Assistance Reporting Checklist. In accordance with FAR
52.227-14(g)(1), form, fit and function data SHALL be supplied in the sanitized
report in lieu of any Limited Rights Data.

Further, if this award authorizes the Recipient under the provisions of The
Energy Policy Act of 1992 (EPAct) to request protection from public disclosure
for a limited period of time of certain information developed under this award,
such Protected EPAct Information shall be submitted in a SEPARATE APPENDIX to
the technical report. This appendix shall be suitable for release after the
agreed upon period of protection from public disclosure has expired. The
appendix SHALL NOT be submitted in an electronic format but rather shall be
submitted in ONE GOOD QUALITY PAPER COPY SHALL BE SENT DIRECTLY TO THE
CONTRACTING OFFICER'S REPRESENTATIVE. The appendix SHALL be referenced in, but
SHALL NOT incorporated into, the sanitized technical report. In accordance with
the clause titled "Obligations as to Protected Energy Policy Act (EPAct)
Information," the appendix SHALL be marked ONLY with the authorized legend. A
good quality paper copy plus an electronic version of the sanitized technical
report shall be submitted in accordance with the Federal Assistance Reporting
Checklist.

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All TECHNICAL REPORTS submitted to the DOE MUST be accompanied by a completed
and signed NETL F 510.1-5, addressing potentially patentable information.

4.8  TECHNICAL PROGRESS REPORT (ANNUAL, QUARTERLY, AND SEMI-ANNUAL) (MAY 1999)

The body of the report should contain a full account of progress, problems
encountered, plans for the next reporting period, and an assessment of the
prospects for future progress.

The Technical Progress Report should include sufficient detail to allow the work
to be reproduced by others. Results and reduced data shall be presented together
with a discussion of the relevance of the findings. When experimental systems
and/or procedures are being utilized for the first time, they shall be described
in detail. This description shall contain detailed information on equipment and
procedures utilized, as well as providing a rationale for their use. All data
reduction and transformation methods shall be fully documented. For every fourth
calendar quarter for quarterly reports or every second half year for semi-annual
reports, the report should be expanded to provide for detailed information on
the results of the past year, problems encountered, significant accomplishments,
listing of publications, presentations, and approaches to be taken the following
year.

Informational items in technical progress reports shall include:

Experimental Apparatus -- A comprehensive description, including dimensioned
drawings or sketches, of the apparatus and associated diagnostic measurement
equipment employed to perform the experimental research.

Experimental and Operating Data -- All experimental data acquired during the
course of research including detailed characterization of the sample materials
subjected to experimentation.

Data Reduction -- A complete description of the methods employed to transform
raw measured data into a form usable for interpretation along with any
assumptions or restrictions inherent in the method and the resultant reduced
data.

Hypothesis and Conclusions --Logic for drawing conclusions or developing
hypotheses shall be clearly stated along with applicable assumptions or
restrictions.

4.9  TOPICAL REPORT (MAY 1999)

These reports usually provide a comprehensive statement of the technical results
of the work performed for a specific task or subtask of the Statement of Project
Objectives, or detail significant new scientific or technical advances. If
required, DOE shall review and approve the report outline prior to submission of
the report.

4.10 FINAL TECHNICAL REPORT (AUG 2000)

The Final Report shall document and summarize all work performed during the
award period in a comprehensive manner. It shall also present findings and/or
conclusions produced as a consequence of this work. This report shall not merely
be a compilation of information contained in subsequent quarterly, or other
technical reports, but shall present that information in an integrated fashion,
and shall be augmented with findings and conclusions drawn from the research as
a whole.

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4.11 GUIDELINES FOR ORGANIZATION OF TECHNICAL REPORTS (DEC 1999)

The following sections should be included (as appropriate) in technical reports
in the sequence shown. Any section denoted by an asterisk is required in all
technical reports.

TITLE PAGE* -The Title Page of the report itself must contain
the following information in the following sequence:

     1.   Report Title
     2.   Type of Report (Quarterly, Semi-Annual, Annual, Topical, Final)
     3.   Reporting Period Start Date
     4.   Reporting Period End Date
     5.   Principal Author(s)
     6.   Date Report was Issued (Month (spelled out) and Year (4 digits))
     7.   DOE Award Number (e.g., DE-FG26-99NT12345) and if appropriate, task
          number
     8.   Name and Address of Submitting Organization (This section should also
          contain the name and address of significant subcontractors or
          subrecipients who participated in the production of the report.)

DISCLAIMER* -- The Disclaimer must follow the title page, and must contain the
following paragraph:

"This report was prepared as an account of work sponsored by an agency of the
United States Government. Neither the United States Government nor any agency
thereof, nor any of their employees, makes any warranty, express or implied, or
assumes any legal liability or responsibility for the accuracy, completeness, or
usefulness of any information, apparatus, product, or process disclosed, or
represents that its use would not infringe privately owned rights. Reference
herein to any specific commercial product, process, or service by trade name,
trademark, manufacturer, or otherwise does not necessarily constitute or imply
its endorsement, recommendation, or favoring by the United States Government or
any agency thereof. The views and opinions of authors expressed herein do not
necessarily state or reflect those of the United States Government or any agency
thereof."

ABSTRACT* - should be a brief, concise summary of the report.

TABLE OF CONTENTS*

LIST(S) OF GRAPHICAL MATERIALS

INTRODUCTION

EXECUTIVE SUMMARY - this should be a well-organized summary that highlights the
important accomplishments of the research during the reporting period. It should
be no less than one page and no more than two pages in length, and should be
single-spaced. This summary must be more comprehensive than the traditional
"abstract."

EXPERIMENTAL* - this should describe, or reference all experimental methods
being used for the research. It should also provide detail about materials and
equipment being used. Standard methods can be referenced to the appropriate
literature, where details can be obtained. Equipment should be described only if
it is not standard, or if information is not available thru the literature or
other reference publications.

RESULTS AND DISCUSSION* - It is extremely important that this section includes
enough relevant data, especially statistical data, to allow the project manager
to justify the conclusions. With the relevant data, explain how the data was
interpreted and how it relates to the original purpose of the research. Be
concise in the discussion on how this research effort solved or contributed to
solving the original problem.

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CONCLUSION* - The conclusion should not simply reiterate what was already
included in the "Results and Discussion" section. It should, however, summarize
what has already been presented, and include any logical implications of how the
successes are relevant to technology development in the future. This is
extremely important, since "relevancy" continues to be a criterion of the
program.

REFERENCES*
BIBLIOGRAPHY
LIST OF ACRONYMS AND ABBREVIATIONS
APPENDICES (IF NECESSARY)

Company Names and Logos -- Except as indicated above, company names, logos, or
similar material should not be incorporated into reports.

Copyrighted Material -- Copyrighted material should not be submitted as part of
a report unless written authorization to use such material is received from the
copyright owner and is submitted to DOE with the report.

Measurement Units -- All reports to be delivered under this instrument shall use
the SI Metric System of Units as the primary units of measure. When reporting
units in all reports, primary SI units shall be followed by their U.S. Customary
Equivalents in parentheses ( ).

The Recipient shall insert the text of this clause, including this paragraph, in
all subcontracts under this award.

Note: SI is an abbreviation for "Le Systeme International d'Unites."

4.12 ELECTRONIC MEDIA STANDARD FOR PREPARATION OF TECHNICAL REPORTS (DEC 1999)

FILE FORMAT

Production of high-quality, electronic documents is dependent on the quality of
the input that is provided. Thus, the Recipient shall submit one good quality
paper copy using either permanent or alkaline paper plus an electronic version
of each technical report.

ELECTRONIC REPORTS SHALL BE SUBMITTED IN THE ADOBE ACROBAT PORTABLE DOCUMENT
FORMAT (PDF). ELECTRONIC REPORTS SUBMITTED IN A FORMAT OTHER THAN ADOBE WILL BE
RETURNED AND THE REPORT CONSIDERED DELINQUENT.

Each report shall be an integrated file that contains all text, tables,
diagrams, photographs, schematics, graphs, and charts.

SUBMISSION FORMAT

The electronic file(s) shall be submitted via diskette or CD-ROM. Diskettes or
CD-ROMs must be labeled as follows:

     1.   DOE Award Number
     2.   Type/Frequency of Report(s)
     3.   Reporting Period (if applicable)
     4.   Name of submitting organization
     5.   Name, phone number and fax number of preparer

<PAGE>

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Diskettes -- Diskettes must be 3.5" double -sided, high-density (1.4 M Byte
capacity). If file compression software is used to transmit a PDF file spanning
more than one diskette, PKZIP from PKWare, Inc., is the required compression
software. State the number of diskettes in the set (e.g., 1/3)

CD-ROM -- The electronic file(s) may be submitted on an ISO9660-format CD-ROM.

FILE NAMING

In naming the electronic file, the Recipient shall use the standard
eight-character naming convention for the main file name, and the
three-character extension applicable to the software use, e.g., .pdf for Adobe.

For the main file name, the first five characters are the last five digits from
the award number; e.g., for Award Number DE-FG26-97NT12345, the first five
characters are 12345.

The next character represents the technical report and will always be designated
as "R".

The remaining two characters indicate the chronological number of the particular
type of report; e.g., Quarterly Technical Progress Reports for a 5-year award
are numbered R01 through R20. Thus, the main file name for the sixth Quarterly
Technical Progress Report under Award No. DE-FG26-99NT12345 would be
12345R06.PDF. If monthly, quarterly, annual, and a final technical report are
required, the numbers would run from R01 through R86 (60 monthly reports, 20
quarterly reports, 5 annual reports, and 1 final report).

4.13 ENVIRONMENTAL (OCT 2000)

In response, in part, to the requirements of the National Environmental Policy
Act of 1969 (NEPA) and other related environmental statutes, the National Energy
Technology Laboratory (NETL) requires the submission of various documents that
assess the environmental aspects and projected impacts of all of its proposed
actions. These documents may include the following: (1) Hazardous Substance
Plan, (2) Hazardous Waste Report, (3) Environmental Compliance Plan, (4)
Environmental MonitoringPlan, and (5) Environmental Status Reports.

The environmental information provided in these documents will enable NETL to
fulfill its responsibilities under NEPA (additional information about the
requirements of the National Environmental Policy Act can be found in the DOE
NEPA Compliance Guide and 10 CFR 1021) and to monitor the Recipient's compliance
with other environmental regulations. The implementation of any task associated
with a proposed action will be dependent upon DOE completing necessary NEPA
documentation. Therefore, to minimize the risk of project delays, it is
imperative that these reports be submitted in a timely manner.

The information contained herein specifies the basic environmental requirements
for this award, but it is not to be interpreted as containing all necessary
information for any given project. Likewise, certain aspects of the requirements
may not be applicable. Accordingly, the level of information provided should be
sufficient for DOE to assess the environmental implications of the proposed
action.

4.14 HAZARDOUS SUBSTANCE PLAN (MAY 1999)

The Recipient shall submit a Hazardous Substance Plan not later than thirty (30)
days after initial award. The Plan shall specifically identify each Hazardous
Substance (as defined under 40 CFR 261, Subpart D, entitled "Lists of Hazardous
Wastes") anticipated to be purchased, utilized or generated in the performance
of this award. For each such Hazardous Substance identified, the Plan shall
specifically provide the following information:

     1.   Description of Substance/Chemical
     2.   EPA Hazardous Waste Number
     3.   EPA Hazard Code

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     4.   Anticipated Quantity to be purchased, utilized or generated
     5.   Anticipated Hazardous Waste Transporter
     6.   Anticipated Hazardous Waste Disposal Facility Contractor and Location
          City/Municipality, State)
     7.   Anticipated Treatment Method

4.15 HAZARDOUS WASTE REPORT (MAY 1999)

The Recipient shall submit a Hazardous Waste Report at the completion of award
performance. The Report shall specifically identify each Hazardous Waste (as
defined under 40 CFR 261, Subpart D, entitled "Lists of Hazardous Wastes")
actually utilized, or generated in the performance of this award. For each such
Hazardous Waste identified, the Report shall specifically provide the following
information:

     1.   Description of Substance/Chemical
     2.   EPA Hazardous Waste Number
     3.   EPA Hazard Code
     4.   Actual Quantity Disposed
     5.   Actual Hazardous Waste Transporter
     6.   Actual Hazardous Waste Disposal Facility Contractor and Location
          (City/Municipality, State)
     7.   Actual Disposal Date
     8.   Actual Treatment Method

The Hazardous Waste Report is intended as a final reconciliation of anticipated
versus actual Hazardous Substances purchased, utilized, or generated in the
performance of this award.

4.16 PROPERTY REPORTS (DEC 1999)

The NETL Property Handbook entitled "Management of Government Property in the
Possession of Contractors," contains forms, instructions, and suggested formats
for submission of property reports. This handbook can be found at
http://www.netl.doe.gov/business/index.html.

4.17 REPORT OF TERMINATION OR COMPLETION INVENTORY (NETL F 580.1-9 AND SF-120)
     (SEPT 2000)

This report submitted on the NETL F 580.1-9 is due immediately upon completion
or termination of the award. The SF-120 is also required if there is
Government-furnished property involved. The Recipient is required to perform and
cause each subcontractor to perform a physical inventory, adequate for disposal
purposes, of all Government property applicable to the award.

4.18 HOT LINE REPORT (MAR 2002)

The "Hot Line Report" may be used to report a major breakthrough in research,
development, or design; an event causing a significant schedule slippage or cost
growth; an environmental, safety and health violation; achievement of or failure
to achieve an important technical objective; or any requirement for quickly
documented direction or redirection. The report shall be submitted by the most
rapid means available, usually electronic, and should confirm telephone
conversations with DOE representatives. Identification as a "Hot Line Report"
serves notice at each link in the delivery chain that expedition in handling is
required. Unless otherwise agreed by the parties involved, DOE is expected to
take action and respond in a similarly timely manner. The report should include:

     1.   Recipient's name and address;
     2.   Award title and number;
     3.   Date;
     4.   Brief statement of problem or event;
     5.   Anticipated impacts; and
     6.   Corrective action taken or recommended.

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Hot line reports shall document the incidents listed below:

     1.   Any single fatality or injuries requiring hospitalization of five or
          more individuals is to be immediately reported.

     2.   Any significant environmental permit violation is to be reported as
          soon as possible, but within 24 hours of the discovery of the
          incident.

     3.   Other incidents that have the potential for high visibility in the
          media are to be reported as quickly as possible, but within 24 hours
          following discovery.

     4.   Any failure resulting in damage to Government-owned equipment in
          excess of $50,000 is to be reported as quickly as possible, but within
          24 hours of the discovery of the failure.

     5.   Any unplanned event which is anticipated to cause a schedule slippage
          or cost increase significant to the project is to be reported within
          24 hours.

     6.   Any verbal or written Notice of Violation of any Environmental,
          Safety, and Health statutes arising from the performance of this award
          is to be immediately reported.

     7.   Any accidental spill or release which is in violation of any
          Environmental, Safety, and Health statutes arising from the
          performance of this award is to be immediately reported, but within 24
          hours of the discovery of the accident.

     8.   Any incident which causes a significant process or hazard control
          system failure, or is indicative of one which may lead to any of the
          above defined incidents, is to be reported as soon as possible, but
          within 5 days of discovery.

The requirement to submit Hot Line Reports for the incidents identified in 1, 2,
3, 6, or 7 is for the sole purpose of enabling DOE officials to respond to
questions relating to such events from the media and other public.

When an incident is reported in accordance with 4, 5, 6, 7, or 8, the Recipient
shall conduct an investigation of its cause and make an assessment of the
adequacy of resultant action. A written report is required no later than ten
(10) calendar days following the incident and shall include an analysis of the
pertinent facts regarding the cause, and a schedule of the remedial events and
time periods necessary to correct the action.

When an event results in the need to issue a written or verbal statement to the
local media, the statement is to be cleared first; if possible, and coordinated
with NETL's Office of Public Affairs, the Contracting Officer Representative
(COR) and the Contracting Officer.

4.19 JOURNAL ARTICLES, CONFERENCE PAPERS AND PROCEEDINGS GENERATED BY A SMALL
     BUSINESS OR NONPROFIT ORGANIZATION FOR DOE REVIEW (SEPT 2000)

The Recipient shall submit to DOE for review and approval all documents
generated by the Recipient, or any subcontractor, which communicate the results
of scientific or technic al work supported by DOE under this award, whether or
not specifically identified in the award, prior to submission for publication,
announcement, or presentation. Such documents include journal articles,
conference papers and proceedings, etc. Each such document shall be accompanied
by a properly completed NETL Form 510.1- 5, "Request for Patent Clearance for
Release of Contracted Research Documents."

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The Recipient shall submit a draft version of the document to the COR prior to
the publication, presentation, or announcement. The COR shall review the draft
version of the document and notify the Recipient of approval or recommended
changes. The final version, along with a completed NETL Form 510.1-5, shall be
submitted to the NETL AAD Document Control Coordinator.

The following information shall be provided for conference papers and
proceedings, etc.

     1.   Name of conference
     2.   Location of conference (city, state, and country)
     3.   Date of conference (month/day/year)
     4.   Conference sponsor

<PAGE>

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4.20 ATTACHMENT C -- BUDGET PAGE(S) (AUG 2001)
<TABLE>
<CAPTION>

                                                     Budget       Budget       Budget
                                                     Period       Period       Period       Total
                                                       #1           #2           #3
                                                   ----------   ----------   ----------   ----------
<S>                                                <C>          <C>          <C>          <C>
Direct Labor          Michael Durham               $    3,130   $    6,479   $    3,353   $   12,962
                      Jean Bustard                 $    9,306   $   30,649   $    2,266   $   42,221
                      Righard Schlager             $    2,019   $    8,359   $    2,163   $   12,541
                      Cam Martin                   $    3,470   $        0   $        0   $    3,470
                      Ken Baldrey                  $      346   $        0   $        0   $      346
                      Site Engineer                $        0   $        0   $        0   $        0
                      Field Engineer/ Specialist   $   27,713   $   43,537   $        0   $   71,250
                      Engineers / Technicians      $    6,563   $   14,629   $    1,082   $   22,274
                                                   ----------   ----------   ----------   ----------
                      Total Salaries & Wages       $   52,547   $  103,653   $    8,864   $  165,064
                                                   ==========   ==========   ==========   ==========
Labor Overhead                           121.64%   $   63,918   $  126,084   $   10,782   $  200,784

Other Direct Costs    Materials & Supplies         $  300,420   $  492,400   $        0   $  792,820
                      Equipment                    $  400,000   $        0   $        0   $  400,000
                      Subcontracts                 $   75,000   $   70,000   $        0   $  145,000
                      Construction                 $        0   $        0   $        0   $        0
                      Travel                       $   18,425   $   27,972   $    5,830   $   52,227
                      Other: Host Site Expenses    $        0   $   30,000   $        0   $   30,000
                                                   $        0   $        0   $        0   $        0
                                                   ----------   ----------   ----------   ----------
                      Total Other Direct Costs     $  793,845   $  620,372   $    5,830   $1,420,047
                                                   ==========   ==========   ==========   ==========
Other Indirect Costs                      39.38%   $  256,597   $  322,959   $   10,033   $  589,588
                                                   ==========   ==========   ==========   ==========
Grand Totals                                       $1,166,907   $1,173,067   $   35,509   $2,375,483
                                                   ==========   ==========   ==========   ==========
</TABLE>

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4.21 ATTACHMENT D -- RECIPIENT ACQUIRED PROPERTY (AUG 2001)

EQUIPMENT
                                               Estimated
                                                  Cost       How Item Was Costed
                                                  ----       -------------------
Itemized Equipment
        Norit Americas PAC Injection System     $250,000       Historical Data
        *Lances, hoses, distributor              $10,000    Engineering Estimate
        *Misc. materials and supplies            $20,000    Engineering Estimate
        PS Analytical                           $120,000        Written Quote
                                                --------
Total                                           $400,000
                                                ========

* NOTE: Although some items are listed as miscellaneous materials and supplies,
those item directly relate to one specific piece of equipment.




                       EXPENDABLE MATERIALS AND SUPPLIES
                             (Continued Next Page)

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EXPENDABLE MATERIALS AND SUPPLIES
<TABLE>
<CAPTION>

<S>           <C>                    <C>        <C>              <C>        <C>      <C>          <C>
              Title                  Quantity   Measurements     Cost       per      Subtotals    Totals           Reference
              -----                  --------   ------------     ----       ---      ---------    ------           ---------

Task 1 Filter Bags                                             $258,720               $258,720              p. 1885 of McMaster-Carr
                                                                                                            Catalog 108
Task 2 2 platforms @ 25' x 15'          750     square feet      $13.11    sq ft     $9,832.50

       Handrailing = 4x25' + 4x15' +     53      3' length      $134.45    each 3'   $7,125.85              p. 1365 of McMaster-Carr
       + 40' (stair handrail)                                              length                           Catalog 108

       Stairs = 28 steps to reach         4         each      $1,298.88     each     $5,195.52              p. 1936 of McMaster-Carr
       height of 20 ft per platform                                                 ----------              Catalog 108
                                                                                    $22,153.87
                                                                                    ----------
                                                                                                            Estimated loaded craft
       Estimated Labor/Plaftorms         80       man hours      $50.00   man hour   $4,000.00              labor rate

       Estimated Labor/Installing Ports   8       man hours      $50.00   man hour     $400.00              Estimated loaded craft
                                                                                     ---------              labor rate
       Subtotal Labor                                                                $4,400.00
                                                                                     ---------

       Total Est. Cost                                                                          $26,553.87
       Contingency @ 15%                                                                         $3,983.08
       Total Est. Cost                                                                          $30,536.95
       Task Subtotal                                                                            $30,000.00
Task 3 PAC                                                                                      $10,000.00  Historical Data
       Temporary Office
       Installation                                                                              $1,500.00  Historical Data
       Temporary Office Rental                                                                     $200.00  Historical Data
                                                                                                   -------
       Task Subtotal                                                                            $11,700.00
                                                                                                ----------

Task 4 PAC                                                                                     $150,000.00  Engineering Estimate
       Source Testing                                                                           $60,000.00  Historical Data
       Misc. analyzer supplies
       and expendables                                                                          $40,000.00  Historical Data
                                                                                                            Central States
                                                                                                            Hose Invoice
       Misc. hoses and fittings                                                                  $5,103.92  #1000005902
                                                                                                            Central States
                                                                                                            Hose Invoice
       Misc. hoses and fittings                                                                  $1,157.95  #1000006172
                                                                                                            Dairy Engineering
       Misc. fittings and adapters                                                               $2,317.59  Invoice #111162
                                                                                                            Dairy Engineering
       Distribution manifold                                                                     $2,380.80  Invoice #111180
                                                                                                            Dairy Engineering
       Cone, adapters, manifold                                                                  $6,716.35  Invoice #116433
                                                                                                            Dairy Engineering
       Fitting                                                                                     $610.27  Invoice #116543
                                                                                                            Dairy Engineering
       Lances and adapters                                                                       $2,073.96  Invoice #125140
       Temporary Office Rental                                                                   $2,400.00  Historical Data
                                                                                                 ---------
       Task Subtotal                                                                           $272,400.00
                                                                                               -----------
Task 5 Materials and Supplies                                                                  $160,000.00  Engineering Estimate
       Filter bag allowance                                                                     $60,000.00  Engineering Estimate
                                                                                                ----------
       Task Subtotal                                                                           $220,000.00
                                                                                               -----------
Grand Total                                                                                       $792,820
                                                                                               ===========

</TABLE>