CARBON SUPPLY AGREEMENT

Exhibit 10.47

CARBON SUPPLY AGREEMENT

BETWEEN

WINFIELD INDUSTRIES, INC.

SELLER

AND

ADA-ES, INC.

BUYER

Dated as of August 6, 2008

CARBON SUPPLY AGREEMENT

This CARBON SUPPLY AGREEMENT (the “ Agreement ”) is made and entered into as of the 6 ^th day of August 2008, by and between Winfield Industries, Inc., a Colorado Corporation, (“ Seller ”) and ADA-ES, Inc., a Colorado Corporation, (“ Buyer ”). Together, Seller and Buyer are “ Parties ” to the Agreement and either Seller or Buyer individually is a “ Party ” to the Agreement.

WHEREAS, Seller is engaged in the manufacture and sale of sub-bituminous activated carbon (“Carbon”);

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, Carbon in the amounts and upon the terms and conditions set forth in this Agreement; and

WHEREAS, Seller desires to fulfill its obligations under this Agreement (i) by manufacturing Carbon at its contracted facilities in * and (ii) by selling and delivering such Carbon to Buyer in accordance with the terms, and subject to the conditions, of this Agreement

NOW THEREFORE, in consideration of the mutual covenants and obligations stated in this Agreement, the receipt and sufficiency of which the Parties acknowledge Seller and Buyer hereby agree as follows:

SECTION 1. DEFINED TERMS

The words and phrases listed in Section 1 shall have the meanings ascribed to them in Section 1 wherever they appear in this Agreement as defined terms, which shall be indicated by initial capital letters on each word. Capitalized words and phrases contained in this Agreement that are not listed in Section 1 of this Agreement shall be defined in the particular Section(s) in which they are used.

“Additional Pounds” shall have the meaning given in Section 4.5.

“Agreement” means this Carbon Supply Agreement and all modifications and supplements hereto implemented in accordance with this Agreement.

“Affiliate” shall mean any person or entity with control over or subject to control by, or under direct or indirect common control with a Party. For purposes of this definition, “control” when used with respect to a specific Person (including the Parties) means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract, or otherwise. Notwithstanding the foregoing, in no event shall either Party be deemed an Affiliate of the other Party for the purposes of this Agreement.

“Applicable Laws” shall mean any laws, statutes, ordinances, regulations, rules, notice requirements, court decisions, agency guidelines, permits, principles of law and orders of any Governmental Authority which are applicable to the Buyer or Seller, whichever the case may be.

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“Buyer” shall have the meaning set forth in the Preamble to this Agreement and includes Buyer’s successors and permitted assigns under this Agreement.

“Carbon” shall mean the sub-bituminous activated carbon supplied by Seller to Buyer hereunder, which shall have the specifications and quality characteristics set forth in Exhibit 1.

“Contract Price” shall have the meaning given in Section 9.1.

“Effective Date” shall have the meaning given in Section 2.1.

“Event of Default” shall have the meaning given in Section 15.1.

“Event of Force Majeure” shall have the meaning given in Section 14.1.

“Excuse Event” shall have the meaning given in Section 4.4

“Extension Period” shall have the meaning given in Section 2.4.

“Force Majeure” shall have the meaning given in Section 14.1.

“Force Majeure Period” shall have the meaning given in Section 14.2.

“Governmental Authority” shall mean any nation or government (including, without limitation, the governments of the United States and China), any state, county, municipal or other political subdivision thereof and any Person exercising legislative, judicial, regulatory or administrative functions of or pertaining to the government.

“Legal Holiday” shall mean Saturday, Sunday or any Day on which banking institutions in New York, New York are authorized by law, regulation or executive order to remain closed.

“Notice” shall mean a notice given in accordance with and complying with the requirements of Section 19.

“Party” shall mean either Buyer or Seller and “Parties” means both Buyer and Seller.

“Person” shall mean any individual, limited liability company, partnership, corporation, association, business trust, or other entity or Governmental Authority.

“Point of Delivery” means D.D.P. Murchison, Texas.

“Poundage Variations” shall have the meaning given in Section 4.3.

“Quarterly Nomination” refers to the total number of Pounds of Carbon that Buyer instructs Seller to deliver during each calendar quarter, in accordance with Section 4.2 of this Agreement.

“Seller” shall have the meaning set forth in the Preamble to this Agreement and includes Seller’s successors and permitted assigns under this Agreement.

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“Seller’s Facility” means Seller’s contracted carbon production facilities located in *.

“Starting Delivery Date” shall have the meaning given in Section 2.2.

“Term” shall have the meaning given in Section 2.3.

SECTION 2. CONTRACT TERM

2.1 Effective Date. The “ Effective Date ” shall be the date of this Agreement.

2.2 Starting Delivery Date. Buyer and Seller Agree that Carbon Deliveries will commence under this Agreement on February 2, 2009 (the “ Starting Delivery Date ”) which date shall be a Business Day.

2.3 Term. The “ Term ” of this Agreement shall begin on the Effective Date and shall continue thereafter to and including December 31, 2009 unless earlier terminated in accordance with this Agreement, or unless extended pursuant to Section 2.4.

2.4 Term Extensions. The initial Term may be extended for up to two (2) additional two (2) year extension periods (each an “ Extension Period ”) if on or before July 1, 2009 of Seller provides Notice to Buyer of the pricing and escalation methodology offered for the next Extension Period, and Buyer accepts such pricing and escalation in writing by April 1 of the same year.

SECTION 3. OUTLINE OF THE OBLIGATIONS OF THE PARTIES

3.1 Purpose. The purpose of this Section 3 is to state in brief form a summary of the obligations of the Parties under this Agreement. Notwithstanding this Section 3, Buyer and Seller expressly intend that all the promises, covenants and other obligations contained in any portion of this Agreement shall be performed as fully and faithfully as the obligations stated in this Section 3.

3.2 Obligations of Seller or Seller’s Affiliate(s). Subject to the terms and conditions of this Agreement, Seller or Seller’s Affiliate(s) shall perform the following obligations:

3.2.1 Provide Carbon to the Buyer of the quality specified in Exhibit 1 and in the quantities specified in Exhibit 2 in accordance with the schedules established pursuant to this Agreement.

3.2.2 Tender Carbon for delivery to Buyer at the Point of Delivery in the quantities and having the qualities set forth in this Agreement, and in accordance with the schedules established pursuant to this Agreement.

3.2.3 Issue invoices for Carbon as specified by this Agreement.

3.24 Maintain adequate books and records with respect to its obligations and performance under this Agreement.

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3.2.5 Seller may perform its obligations hereunder directly or cause such obligations to be performed by any of its Affiliates, contractors or other designees provided that Seller shall at all times remain responsible to Buyer for the full and timely performance of its obligations hereunder.

3.3 Obligations of Buyer. Subject to the terms and conditions of this Agreement, Buyer shall perform the following obligations:

3.3.1 Except in connection with an Excuse Event, purchase the full Carbon Purchase Commitment set forth in Exhibit 2 under this Agreement and accept delivery of such Carbon in accordance with the schedules established pursuant to this Agreement.

3.3.2 Pay the applicable Contract Price for Carbon delivered and accepted in accordance with this Agreement and any other amounts owed by it hereunder as and when due in accordance with this Agreement.

SECTION 4. CARBON QUANTITIES

4.1 Maximum Availability Commitment: Quantity Obligations. For the term of this Agreement, Seller guarantees to Buyer the availability of * of Carbon (“Maximum Contract Volume”) broken down into the quarterly amounts specified in Exhibit 2.

4.2 Carbon Purchase Commitment. In the manner specified in this Section 4, Buyer will take or pay for *% of the Maximum Contract Volume (the “Carbon Purchase Commitment”) broken down into the quarterly amounts (each a “Quarterly Nomination”) specified in Exhibit 2. Buyer may revise the Quarterly Nominations in accordance with the limitations and notification requirements for Poundage Variations specified in Section 4.3. Seller shall tender to Buyer at the Point of Delivery and Buyer shall purchase from Seller, the total quantity of Carbon specified in Buyer’s Quarterly Nominations as such Quarterly Nominations may be revised from time to time in accordance with Section 4.3 and other applicable provisions of this Agreement; provided that Buyer’s Annual Nomination shall at all times be consistent with achieving Buyer’s full Carbon Purchase Commitment during the term of this Agreement except to the extent that Buyer is not obligated to purchase such full Carbon Purchase Commitment due to an Excuse Event, as hereinafter defined.

4.3 Delivery Schedule and Poundage Variations. Pursuant to the delivery schedule set forth in Exhibit 2, Seller shall tender to Buyer at the Point of Delivery and Buyer shall purchase from Seller, the total quantity of Carbon specified in Buyer’s Quarterly Nominations as such Quarterly Nominations may be revised from time to time in accordance with this Section 4.3 and other applicable provisions of this Agreement; except to the extent that Buyer is not obligated to purchase such full Carbon Purchase Commitment due to an Excuse Event, as hereinafter defined. No later than sixty days prior to the scheduled delivery date for a calendar quarter, Buyer may, in its sole discretion and for any reason, increase or decrease the Quarterly Nomination for that calendar quarter to reflect its revised expectation of its Carbon needs by providing written notice to Seller (“ Poundage Variations ”). The Poundage Variation for any calendar quarter shall be limited to the maximum availability for that calendar quarter as set forth in Exhibit 2; provided, however Buyer may exceed the maximum availability to the extent of a negative Poundage Variation in the previous calendar quarters.

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4.4 Excuse Events. Buyer’s performance under this Section 4 shall be excused if (a) Seller is unable to deliver all required Carbon for the Carbon Purchase Commitment in accordance with this Agreement, (b) Seller is in material default under this Agreement and has failed to cure said default after notice and opportunity to cure, (c) Force Majeure prevents Seller from supplying Buyer with sufficient Carbon to fulfill the Carbon Purchase Commitment, or (d) Buyer is unable to accept Carbon due to Force Majeure or because the Buyer’s Facility for Carbon is purchased or forced to shutdown due to no fault of Buyer (each an “ Excuse Event ”). In the case of an Excuse Event, Buyer’s Carbon Purchase Commitment shall be equitably reduced to account for such event provided, however, that in the event an Excuse Event leads to termination of this Agreement in accordance with its terms, the Carbon Purchase Commitment will terminate upon such termination.

4.5 Additional Pounds. In the event that the Buyer desires and/or needs to purchase Carbon in excess of the Maximum Contract Volume, Seller shall, in good faith, determine whether the additional Pounds (the “ Additional Pounds ”) can be supplied by Seller. If the Additional Pounds are not available for supply to Buyer (the “ Declined Pounds ”), then it shall promptly (and, in any event, within ten (10) Days) provide Notice thereof to Buyer and Buyer shall have the right to solicit proposals for the supply of the Declined Pounds from third parties.

SECTION 5. PRODUCT WARRANTY

5.1 Seller represents and warrants that it owns and holds full, unencumbered title to the Carbon free of any liens or encumbrances. Supplier further warrants that all Carbon sold and delivered to Purchaser under the Contract shall conform strictly to the quality specifications set forth in Exhibit 1. Carbon shall be tested in accordance with the testing protocols set forth in Exhibit 1. In the event that any Carbon sold hereunder does not conform to the foregoing warranty, Seller shall provide replacement Carbon in a quantity to replace any unused quantity of out of specification Carbon. To the extent out of specification Carbon is used by Buyer, Seller shall provide a replacement quantity of Carbon sufficient to compensate for the diminished value of the out of specification Carbon. Supply of replacement Carbon is the sole remedy for breach of the foregoing warranty.

5.2 The warranty and remedy set forth in Paragraph 5.1 above is in lieu of all other warranties and remedies, representations or conditions of any kind or nature, express or implied, in fact or by law, including, without limiting the generality of the foregoing, any warranty of merchantability or fitness for a particular purpose.

SECTION 6. SOURCE OF CARBON

6.1 Source of Carbon. The Carbon delivered pursuant to this Agreement shall be supplied from a qualified source that has been pre-approved by the Buyer. If for any reason the Seller anticipates a need to supply from alternate sources, those sources shall be approved by Buyer prior to shipment based on testing performed by Buyer pursuant to the testing protocols set forth in Exhibit 1 and the procedures set forth in Section 12 hereof. In order to accommodate the product testing, Seller shall provide test samples to Buyer no later than ninety (90) days prior to the projected delivery date.

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SECTION 7. DELIVERY OF CARBON

7.1 Point of Delivery. The “Point of Delivery” shall be Murchison TX, freight pre-paid.

7.2 Title and Risk of Loss. Title to Carbon shall pass to Buyer upon payment pursuant to Section 10. Risk of loss and damage shall pass to Buyer upon delivery to the Point of Delivery. Seller warrants that it will pass to Buyer full title to such Carbon free and clear of all liens and encumbrances. Seller assumes no liability for the Carbon after title and risk of loss pass to Buyer, except as otherwise specifically provided in this Agreement.

7.3 Delivery. Carbon delivery should be as scheduled in Exhibit 2 unless mutually agreed by the Parties.

SECTION 8. INTENTIONALLY OMITTED

SECTION 9. PRICE OF CARBON

9.1 Contract Price. The contract price for 2009 is $* DDP Murchison, TX, freight pre-paid. The term DDP shall have the meaning provided in Incoterms 2000, the international commerce terms devised and published by the International Chamber of Commerce, except as otherwise provided for herein. Seller shall be responsible for containerizing the carbon and all shipping charges to the destination including loading costs, freight, customs and insurance, and export formalities. Based upon exchange rate of *.

9.2 Adjustments for Changes in Applicable Law. The Contract Price includes all costs of compliance with all government impositions (including but not limited to taxes, fees and royalties other than any applicable sales tax and import duties which shall be to the Buyer’s account) in effect as of the Effective Date. If any changes to Applicable Law result in an increase or decrease to Seller’s cost of performance of this Agreement, Seller shall provide Buyer with notice of same including documentary evidence supporting the increased and decreased costs. If such changes represent 10% of the Contract Price, the price of Carbon purchased and sold pursuant to this Agreement shall be adjusted upward or downward by an amount equal to Seller’s increased or decreased costs resulting from the changes to Applicable Law.

9.3 Rounding. Unless otherwise specifically provided by this Agreement, the values used to perform the calculations prescribed by this Agreement shall be rounded to three decimal places. For invoicing purposes, the dollar amounts of charges and credits shall be rounded to the nearest cent.

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9.4 End of Term Reconciliation of Carbon Purchased versus Carbon Purchase Commitment: At the end of the Term of this Agreement, the actual quantity of carbon delivered to Buyer (the “Actual Carbon Purchase”) shall be reconciled against the quantity of the Carbon Purchase Commitment given by Buyer. If the Purchased Carbon quantity is less than the Carbon Purchase Commitment ( a “Purchase Deficit”), Buyer shall pay to Seller an amount equal to the average Billing Price times the Purchase Deficit ( the “Deficit Payment”) no later than sixty (60) days following receipt of Buyer’s invoice. Such payment shall be Seller’s sole and exclusive remedy for Buyer’s failure to meet its Carbon Purchase Commitment, and Seller’s consequent loss of revenues. In the event that the Purchased Carbon exceeds the Carbon Purchase Commitment, the parties shall have no further obligations to each other hereunder. To the extent that Seller has production capacity available at the end of the Term of the Agreement and Buyer has a Purchase Deficit, Seller shall offer Buyer an opportunity to enter into a new Carbon Purchase Agreement for a duration of no less than one year for an annual purchase amount of Carbon equal to or greater than Buyer’s last twelve months of carbon purchases from Seller at Seller’s then market price and terms otherwise consistent with this Agreement and if Buyer agrees to enter into such a contract, Seller shall waive the Deficit Payment.

SECTION 10. PAYMENT

10.1 Documents Against Payment. Payment shall be effected in accordance with the Uniform Rules for Collections (1995 revision, International Chamber of Commerce Publication No. 522) by the collection of a documentary sight draft (the