Exhibit 10.3

                          MARKET DEVELOPMENT AGREEMENT
                          ----------------------------

     THIS MARKETING DEVELOPMENT AGREEMENT ("Agreement") is made and entered into
by and between, on the one hand, Norit America Inc., having its principal place
of business at 5775 Peachtree Dunwoody Road, Suite C - 250, Atlanta, Georgia
30342 (hereinafter referred to as "Norit"), and Earth Sciences, Inc. and its
wholly-owned subsidiary, ADA Environmental Solutions LLC, having their principal
place of business at 8100 South Park Way, B-2, Littleton, Colorado 80120
(hereinafter jointly referred to as "ADA"), on the other hand.

     WHEREAS, a long-term commitment, significant expense and risk are
associated with the investments required to develop an adsorbent supply
capability in anticipation of future EPA regulations for the removal of mercury
from coal fired utility stacks and,

     WHEREAS, Norit and ADA are and have been collaborating to develop solutions
for the reduction of mercury emissions and,

     WHEREAS, ADA and Norit desire to form a business relationship for a
potential market to mitigate their independent investment risks and increase the
probability of an economic return on these investments.

     NOW, THEREFORE, in consideration of the premises, the mutual promises and
agreements contained herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:

1. Market and Estimated
   --------------------
   Time Periods:              The target market is defined as North American
   -------------              coal-fired utilities (non wet scrubber portion),
                              investing in adsorbent technology and equipment
                              for mercury removal in accordance with the
                              anticipated year 2007 EPA regulations ("NACFUM").
                              Norit and ADA acknowledge the following as being
                              the defined and estimated applicable periods for
                              purposes of this Agreement:

                                   o Test Period: 2001-03 (est.)

                                   o Regulatory Review Period: 2004 (est.)

                                   o Early Adopter Period: 2004-2007 (est.)

                                   o Commercial Period: 2007-2015

2. ADA Responsibilities: ADA shall be responsible for:
   ---------------------

                                   o Adsorbent identification, technical and
                                     economic ranking and demonstration testing.

                                   o Market development and sales coverage.

                                   o System and equipment contract negotiations;
                                     project execution and management;
                                     installation oversight.

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3. Norit Responsibilities: Norit shall manufacture and/or supply activated
   ----------------------- carbon or other adsorbents pursuant to Norit
                              supply agreements with ADA or directly with the
                              NACFUM utilities and design contracts and
                              equipment supply (when economic) for powder
                              activated carbon dosing systems.

4. Mutual Commitment and
   ---------------------
   Exclusivity:               Subject to the performance requirements and other
   ------------               limitations below, ADA will exclusively execute
                              all contract designs and projects with
                              Norit-supplied activated carbons or adsorbent
                              products. ADA will rely exclusively on Norit's
                              designs for activated carbon/adsorbent dosing
                              systems in the Early Adopter Period. In the
                              Commercial Period (2007-2015), ADA shall
                              exclusively represent Norit for activated carbons
                              or other adsorbents as to NACFUM. In the Early
                              Adopter Period and Commercial Period, ADA will be
                              the exclusive sales representative of Norit for
                              activated Carbon sales to NACFUM.

5. Performance Requirements:
   -------------------------  For ADA to maintain exclusivity, Norit's activated
                              carbon or other adsorbent products, must represent
                              at least 50% of the unit (lbs.) sales to NACFUM
                              early adopters in each year of the Early Adopter
                              Period. In the Commercial Period, specific annual
                              minimum sales targets will be mutually established
                              for ADA to maintain its exclusivity.

     For Norit to maintain exclusivity, Norit must supply activated carbons, or
its other adsorbents, at prices and in quantities sufficient to meet the demands
of NACFUM early adopters. To maintain exclusivity in the Commercial Period,
Norit must supply activated carbon, or its other adsorbents, at prices and in
quantities sufficient to allow ADA to meet its minimum exclusivity targets.

                              Upon written notice of performance requirements
                              default under Paragraph 5, and a failure to cure
                              by Norit, within ninety (90) days, the exclusivity
                              protection favoring Norit shall be terminated and
                              ADA may specify other non-Norit activated carbons
                              or adsorbents.

                              Upon written notice of performance requirements
                              default under Paragraph 5, and a failure to cure
                              by ADA, within ninety (90) days, the exclusivity
                              protection favoring ADA shall be terminated and
                              Norit shall not be limited as to its supply to
                              NACFUM.

                              However, the above default provisions relate to
                              exclusivity only and shall not otherwise affect
                              the parties operating under this Agreement on a
                              non-exclusive basis.

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<PAGE>

6.Right of First Refusal:     If during the Test Period, or at any time prior to
  -----------------------     a contract renewal or renegotiation (as described
                              below in Paragraph 7), ADA identifies, in good
                              faith, a New Adsorbent/Technology (as defined
                              below), ADA shall promptly provide Norit with
                              written notice as to the details of any such New
                              Adsorbent/Technology and Norit shall have a Right
                              of First Refusal to commit to supply the New
                              Adsorbent/Technology, or equivalent. Norit shall
                              have 180 days from ADA's written notice to
                              exercise its Right of First Refusal by giving
                              written notice to ADA and by entering into a new
                              marketing and supply agreement with ADA. In the
                              event that either ADA or Norit wishes to proceed,
                              but Norit and ADA are unable in good faith to
                              negotiate a new marketing and supply agreement,
                              then either ADA or Norit, or both of them, may
                              terminate this Agreement without any liability or
                              obligation to the other party.

                              "New Adsorbent/Technology", for purposes of this
                              Paragraph 6 and ADA's identification and this
                              Right of First Refusal, shall mean: a) a new
                              adsorbent or alternative mercury removal method or
                              technology with performance superior to any of
                              Norit's activated carbon products (which are
                              available in commercial quantities), and b) a
                              product or technology included in the EPA
                              regulatory proposal, and c) an article of commerce
                              which can be supplied at the time of ADA's notice
                              in comparable quantities to Norit's activated
                              carbon products.

7. Contract Renewal/
   Termination:               In light of the investments required to serve the
   ------------               market, ADA and Norit agree to review and either
                              renew or renegotiate this Agreement in good faith,
                              and subject to legal review, during the Regulatory
                              Review Period (2004 est.). Either party may, at
                              its option, terminate this Agreement, without
                              liability, penalty or limitations on activities in
                              the event that, for whatever reason, no agreement
                              renewal or renegotiated Agreement is concluded in
                              good faith. Termination of this Agreement shall
                              also be allowed as set forth in the Terms and
                              Conditions attached.

8. Commissions/Payment:       For Norit activated carbon or adsorbent sales to
   --------------------       NACFUM, Norit will pay ADA a commission equal to
                              10% of the net per lb. sales price (FOB Norit's
                              factory). Norit will also pay ADA a commission
                              equal to 5% of net sales (FOB Norit factory) for
                              dosing designs or equipment that Norit supplies
                              directly, with ADA consent, to NACFUM. No
                              Commission will be paid on dosing designs or
                              equipment sold to ADA. Where there has been a
                              performance default under paragraph 5 by ADA, ADA
                              will only be paid commission on sales of
                              adsorbents, dosing designs and equipment, which
                              originate through the efforts of ADA. All
                              commissions are payable at the time of Norit's
                              receipt of payment. ADA and Norit agree to

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                              renegotiate in good faith the commission schedule,
                              up or down, as market conditions, new product
                              introductions or other changes or conditions
                              increase or decrease the NACFUM profit
                              opportunity.

9. Complete Agreement:        This Agreement, including the Terms and Conditions
   -------------------        of Market Development Agreement and the mutual
                              Confidentiality and Non-Disclosure Agreement both
                              attached, contains the entire agreement between
                              the parties with respect to the subject matter
                              hereof. This Agreement has first been executed by
                              ADA and then accepted and finally executed by
                              Norit at its offices in Atlanta, Georgia.



     "Norit"                                       "ADA"
Norit Americas Inc.                         Earth Sciences, Inc.

By:  /s/  David A. Perry                    By:  /s/  Mark H. McKinnies
   --------------------------                  --------------------------------
          David A. Perry                              Mark H. McKinnies
Title:    Executive Vice President          Title:    President

Date:     July 3, 2001                      Date:     June 29, 2001
     ------------------------                    ------------------------------


                                            ADA Environmental Solutions, LLC

                                            By:  /s/  Michael D. Durham
                                               --------------------------------
                                                      Michael D. Durham
                                            Title:    President

                                            Date:     June 29, 2001
                                                 ------------------------------

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