JOINT DEVELOPMENT AGREEMENT

Development Agreement

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This Development Agreement involves

ADA-ES INC | Crowfoot Development, LLC | Crowfoot Supply Company, LLC | Energy Capital Partners GP I, LLC | ENERGY CAPITAL PARTNERS I, LP | Energy Capital Partners, LLC | Morton Environmental Products, LLC | Red River Environmental Products, LLC | Underwood Environmental Products, LLC

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Title: JOINT DEVELOPMENT AGREEMENT
Governing Law: Delaware Date: 11/7/2008
Industry: CHMMFG Law Firm: Fox Rothschild;Latham Watkins Sector: BASICM

Search Development Agreement by:

Exhibit 10.54

JOINT DEVELOPMENT AGREEMENT

By and Among

ADA-ES, INC.,

and

ENERGY CAPITAL PARTNERS I, LP

ENERGY CAPITAL PARTNERS I-A, LP

ENERGY CAPITAL PARTNERS I-B IP, LP

ENERGY CAPITAL PARTNERS I (CROWFOOT IP), LP

Dated as of October 1, 2008

* indicates portions of the exhibit that have been omitted pursuant to a request for confidential information. The non-public information has been filed with the Commission.

TABLE OF CONTENTS


			Page
ARTICLE I FORMATION OF DEVELOPMENT COMPANY; INITIAL CONTRIBUTIONS			2

	1.1	Formation of Development Company	2
	1.2	ECP Initial Capital Contribution	2
	1.3	ADA-ES Asset Contribution	2
	1.4	Contributed Assets	2
	1.5	Excluded Assets	3
	1.6	Assumed Liabilities	3
	1.7	Excluded Liabilities	4
	1.8	Third-Party Consents	5
	1.9	Allocations of Value	6

ARTICLE II CLOSING			6

	2.1	Location and Date	6
	2.2	Contribution of Assets	6
	2.3	Actions and Deliveries at Closing	7
	2.4	Post-Closing Adjustments	9

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE ECP PARTIES			10

	3.1	Corporate Existence of the ECP Party	10
	3.2	Authority	10
	3.3	No Conflicts	11
	3.4	Governmental Approvals and Filings	11
	3.5	Accredited Investor	11
	3.6	Brokers, Etc.	12
	3.7	Legal Proceedings	12
	3.8	Availability of Funds	12
	3.9	No Other Representations or Warranties	12

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ADA-ES			12

	4.1	Corporate Existence of ADA-ES	12
	4.2	AC Venture Companies	12
	4.3	Authority	13
	4.4	No Conflicts	13
	4.5	Governmental Approvals and Filings	14
	4.6	Intellectual Property	14
	4.7	Liabilities	15
	4.8	Legal Proceedings	15
	4.9	Compliance with Laws and Orders	16


			Page
	4.10	Benefit Plans	16
	4.11	Underlying Assets	16
	4.12	Real Property	16
	4.13	Capitalized Tangible Personal Property	19
	4.14	LLC Interests	19
	4.15	Utilities and Other Services	20
	4.16	Business Contracts	20
	4.17	Business Licenses	23
	4.18	Insurance	24
	4.19	Affiliate Transactions	24
	4.20	Labor Relations	24
	4.21	Environmental Matters	25
	4.22	Brokers, Etc.	25
	4.23	Accredited Investor	25
	4.24	Reports and Financial Statements	26
	4.25	Absence of Certain Changes	27
	4.26	Accuracy of Statements and Information	27
	4.27	Regulatory Matters	27
	4.28	Confidentiality Agreements	27

ARTICLE V TAX MATTERS			27

	5.1	Tax Matters	27
	5.2	Tax Cooperation; Allocation of Taxes	28

ARTICLE VI COVENANTS			29

	6.1	Interim Financial Statements	29
	6.2	Maintenance of Insurance	29
	6.3	Post-Closing Consultation and Cooperation	29
	6.4	Confidentiality Agreements Enforcement	29

ARTICLE VII CONDITIONS TO CLOSING			30

	7.1	Conditions to Obligations of Both Parties	30
	7.2	Conditions to Obligations of ADA-ES	30
	7.3	Conditions to Obligations of the ECP Parties	31

ARTICLE VIII SURVIVAL; NO OTHER REPRESENTATIONS			32

	8.1	Survival of Representations, Warranties, Covenants and Agreements	32

ARTICLE IX INDEMNIFICATION			33

	9.1	Indemnification	33
	9.2	Method of Asserting Claims	34
	9.3	*	36


			Page
ARTICLE X DEFINITIONS			37

	10.1	Definitions	37

ARTICLE XI MISCELLANEOUS			48

	11.1	Notices	48
	11.2	Entire Agreement	49
	11.3	Expenses	49
	11.4	Public Announcements	49
	11.5	Confidentiality	49
	11.6	Waiver	50
	11.7	Amendment	50
	11.8	Specific Performance	50
	11.9	No Third Party Beneficiary	50
	11.10	No Assignment; Binding Effect	50
	11.11	Headings	51
	11.12	Invalid Provisions	51
	11.13	Mutual Drafting	51
	11.14	Governing Law	51
	11.15	Consent to Jurisdiction and Service of Process; Appointment of Agent for Service of Process	51
	11.16	Waiver of Jury Trial	52
	11.17	*	52
	11.18	Counterparts	52

iii

EXHIBITS


Exhibit A		– ADA-ES Pre-Closing Contributed Capital Schedule

Exhibit B		– Conveyance of Underlying Assets to AC Venture Companies

Exhibit C		– Contribution and Assumption Agreements

Exhibit D		– Crowfoot Development Limited Liability Company Agreement