PROFESSIONAL SERVICES AGREEMENT

THIS AGREEMENT (“Agreement”) is made and entered into effective as of June 1, 2009 (“Effective Time”) by and between Wolff & Company, Alternative Energy Advisors, Inc., a North Carolina corporation, having an office and place of business at 616 Small Drive, Elizabeth City, N.C. 27909 (“Consultant") and Evergreen Energy Inc. having an office and place of business at 1225 17th St., Suite 1300, Denver, Colorado, 80202 ("Company"); Company and Consultant being hereinafter sometimes referred to collectively as the "Parties".

THEREFORE, in consideration of the premises and of the obligations to be performed and covenants to be kept by the Parties, the Parties agree as follows:

1.1            The Work .  During the term of this Agreement Consultant shall assist various Company projects as requested by the Company Representative as set forth in Article IV. Such services, as they may be amended from time to time by written agreement of the Parties, shall be performed by Steve Wolff and are hereinafter sometimes referred to herein as the "Work".

1.2            Compliance with Laws .  Consultant shall perform the Work in a professional and competent manner, in accordance with the terms of this Agreement and all applicable laws, rules, orders and regulations of any governmental or quasi-governmental agency having jurisdiction over the Work or the Parties.

2.1            Commencement of Work .  The work shall be commenced by Consultant on or about the Effective Time.

2.2            Completion of Work .  The Work shall be completed by May 31, 2010.

3.1            Compensation .  Consultant shall be compensated for the Work at the rate of One Hundred Dollars ($150.00) per hour; provided however, that if Consultant accumulates one hundred twenty (120) hours of billable time in any four (4) week period, the compensation will increase to two hundred ($200.00) per hour for all time billed in excess of one hundred twenty (120) hours; provided further, that for the period of time Consultant is receiving severance payments from the Company, the first fifteen (15) hours of Work per month shall be provided free of charge to the Company (“Free Work”).  One half (50%) of Consultant’s travel time, up to a maximum of 8 hours per day, shall be recorded against and offset the Free Work.  No other travel time shall be assessed or invoiced to the Company as Work without approval of the Company’s Representative.

3.2            Payment Schedule .  Consultant, within thirty (30) days following the end of each calendar month, shall submit a statement of services rendered and reimbursable expenditures incurred for Work done in that calendar month.

3.3            Statements .  Consultant's statements shall each be detailed by days and hours of Work performed.  All expenses claimed shall be supported by receipts, fully paid vouchers or other appropriate evidence of expenditure.  Contractor shall reference Purchase Order                                     on all invoices to ensure prompt payment for services.  Company shall not be liable for delayed payments due to Contractor’s failure to properly reference the Purchase Order.

3.4            Payment by Company .  Subject to Section 3.6 below, Company shall pay Consultant and reimburse Consultant for reimbursable expenditures within thirty (30) days following receipt and approval of Consultant's statement.

3.5            Reimbursable Expenditures .  Consultant shall be reimbursed for the reasonable costs of travel, subsistence, lodging and out-of-pocket expenses (such as, but not limited to, long distance telephone calls, photocopying and the like).  Air travel shall be coach.  No other expense shall be reimbursable by Company unless such expenditures are approved in writing by the Company Representative (defined hereafter) prior to Consultant incurring such expenditures.

3.6            Disagreements Regarding Expenditures .  In the event of any disagreement with regard to whether an expenditure is reimbursable, and if so, whether the amount claimed is reasonable, the decision of Company Representative shall be final.

4.1           Company's Representative for the purposes of this Agreement shall be the President & CEO of the Company. Company shall have the right to designate a new Representative by notice to Consultant.  The Company Representative shall have the power

to approve or deny reimbursable expenditures, and to modify reporting requirements, scheduling or other details of the Work.  Such modifications may be made orally or in writing.  If made in writing, the writing shall be delivered in accordance with Article X.  If made orally a follow-up writing delivered in accordance with Article X shall be delivered to Consultant within three (3) working days thereafter. 

5.1           The Confidentiality Agreement, attached hereto as Exhibit A, represents the governing agreement related to non-disclosure and confidentiality of data and information supplied to or known to Consultant.

5.2           All computer programs, drawings, designs, maps, plans, know how, patents, inventions, data, reports and other physical and intellectual property prepared by Consultant under this Agreement shall be the sole property of Company except to the extent that such items consist of information available to the general public.  All property that is the sole property of Company hereunder shall be delivered to Company by Consultant upon completion of the Work, and shall not be reprinted, distributed, published, or disclosed to third parties by Consultant without the prior written consent of Company.  Unpublished information (graphic or verbal) concerning Company or the Work which is furnished or disclosed to Consultant by Company or developed by Consultant through performance of the Work shall not be disclosed to third parties by Consultant without the prior written consent of Company.  This Article shall survive termination of this Agreement.

6.1           Consultant shall not assign all or any part of its respective right or duties hereunder (including, without limitation, the right to receive payments) without the prior written consent of Company.  Consultant shall not subcontract or use agents to conduct the Work hereunder without the prior written consent of Company.  Any attempt to assign or subcontract this Agreement without the consent of Company shall be ineffective and shall constitute a breach of this Agreement.

7.1            Independent Contractor .  The Work shall be performed by Consultant as an independent contractor.  Consultant shall not constitute or be deemed to be an employee, servant, agent or representative of Company for any purpose whatsoever unless and except as specifically so provided in this Agreement.  All employees, agents and permitted subcontractors of Consultant shall be under the direct charge of Consultant and shall also be independent contractors as regards their relationship with Company.

7.2            Indemnification .  Consultant assumes full risk and responsibility for all activities undertaken pursuant to this Agreement and agrees to indemnify and hold Company, its officers, directors, employees and affiliated companies harmless from any loss, injury, damage, liability or claim of any third party of any kind or character arising out of Consultant's negligent performance of its services hereunder.  This provision shall survive termination of this Agreement.

7.3            Authority .  Consultant does not have, and shall not hold himself out to any third party as having any general authority to represent or make binding agreements on behalf of Company.  All potential business transactions shall be subject to Company’s own acceptance, rejection or other action in Company’s sole discretion.

8.1.            Insurance .  Consultant shall be responsible for maintaining insurance coverage as would be expected in a normal business environment for a Consultant, including, but not limited to, Automobile Liability Insurance.

9.1            Effective Date .  This Agreement shall be effective as of the day and date first written above.

9.2            Termination .  This Agreement shall terminate on the first of the following events to occur:

9.3            Obligations Upon Termination .  In the event of termination in accordance with this Article IX, Company shall pay Consultant through the last day worked or as otherwise agreed, and thereafter neither Company nor Consultant shall have any further obligation to the other, except as otherwise provided herein.  However, in the case of termination by Company on the basis of Consulta