Agreement For Project Development Services Dated November 30, 2007

Exhibit 10.42

AGREEMENT FOR PROJECT DEVELOPMENT SERVICES

This Agreement for Project Development Services (this " Agreement" ) is executed this 30 th day of November 2007 (the " Effective Date" ) between ADA-ES, Inc., a Colorado corporation (" Sponsor" ), Red River Environmental Products, LLC (" Red River" ), Bowman Environmental Products, LLC (" Bowman" ), Underwood Environmental Products, LLC (" Underwood" ) and Emission Strategies Inc., a Maryland corporation (" Developer" ).

RECITALS WHEREAS, the Sponsor is engaged in development of activated carbon production facilities (collectively the " Crowfoot Project" ) at up to three separate sites (each a " Project Site" ); and

WHEREAS, each of Red River and Underwood (collectively the " Project Companies" and individually a " Project Company" ) have each been formed to own the Production Lines located at a particular Project Site; Bowman has also been formed to own a production facility at a particular site but the exact site is still up for consideration and the name of Bowman may be changed to reflect the location ultimately selected, and

WHEREAS, the Sponsor has retained the Developer to assist in development of the Crowfoot Project; and

WHEREAS, the Developer has been assisting in development of the Crowfoot Project and is integral to the continued success of the Crowfoot Project and

WHEREAS, the parties have previously agreed that Developer have a compensation package, including incentives, that compensates Developer for achievement of defined milestones and its long term commitment to the Crowfoot Project and aligns Developer' s interests with the other parties' interests in successful execution of the Crowfoot Project and

WHEREAS, the parties wish to confirm all terms of Developer' s engagement, including compensation

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

1. DEFINITIONS " Actual Project Costs" means the Project Costs incurred for a Production Line. " Affiliate" means, with respect to any entity, any other person or entity who controls, is controlled by, or is under common control of, such entity.


1

" Budgeted Project Costs" means one-hundred and five-percent (105%) of the Project Costs budgeted at Financial Closing for a Production Line (exclusive of contingency that may be in such budget used for financing) and contained in the pro-forma and sources and uses used in connection with the financing. In the interest of clarity the intent here is to have a five percent contingency for purpose of incentive and so 105% of budgeted cost is used. It is recognized that for financing, a different contingency may be used. " Commercial Operation Date" means the date on which a Production Line is sufficiently complete to produce commercial quantities of carbon and is placed in commercial operation within the meaning of offtake contracts and financing agreements. For the sake of clarity, it is envisioned that Commercial Operation Date may commence with only two or more furnaces on line if Sponsor and/or a Project Company elect to stage the commercial operation.

" Competing Projects" means any and all projects anywhere in North America related to the supply, production, marketing, or sale of powdered activated carbon for mercury control and/or any project that would sell products competing with a Production Line under development in the Crowfoot Project. " Final Air Permit" means a valid permit by the governmental authority having jurisdiction over the air emissions of a Production Line/both Production Lines at the Project Site that (1) permits construction of one/both Production Lines at a Project Site and (2) is not being appealed within 90 days after its issuance; provided, that if pending any appeal, Financial Closing for a Project Site occurs, the Final Air Permit shall be deemed issued for all purposes in this Agreement.

" Financial Closing" means the date on which the closing occurs for funds adequate to fully finance the construction of a Production Line and the proceeds (or advances) can be made subject to customary conditions. " Person" means an individual, partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint venture, firm, or other entity, or a governmental authority.

" Production Line" means an activated carbon production line having a total design capacity of at least 120 million pounds-per-year of activated carbon. This corresponds to a design production rate of 360,000 lb/day. " Project Costs" means the total installed capital cost of a Production Line and all affiliate facilities including any power island at a Project Site and includes all development costs, financing costs AND capitalized interest.

" Operating Revenues" means the amount of revenue generated from the sale of activated carbon produced by a Production Line that is recognized in the books and records of a Project Company in accordance with Generally Accepted Accounting Principals in the United States


2

(" USGAAP" ). Project Company internal financials and accounting records, including invoices to customers, are auditable by Emission Strategies, Inc. for a period of three years after each quarter.

2. SCOPE OF SERVICES

(a) Subject to the remaining terms of this Agreement, Developer will provide professional services (the " Services" ) generally as follows: (i) Overall project management and leadership of the day-to-day activities (by others) for the Crowfoot Project, such activities including, without limitation, identifying and developing plant locations, development of plant design, obtaining all necessary permits, identifying and assisting Sponsor in the contracting with owners of potential sites, coal suppliers, and parties to supply and construct the plants, preparing project reports for Sponsor as reasonably requested and otherwise managing the day to day activities of the Project Team (as defined below) (ii) assisting Sponsor in locating and hiring a team of consultants with the necessary expertise in plant development, project finance, permitting, procurement and other necessary skills for successful completion of Project Crowfoot (the " Project Team" )

(b) The Project Team shall include the entities/individuals identified in Exhibit 1 hereto (together with Developer the " Key Developers" ) with the respective areas of expertise noted on Exhibit 1 . (c) Developer' s Services shall at all times be managed and rendered primarily by Sheila Glesmann, who is considered key to Developer' s efforts. Accordingly, during the term of this Agreement, Sheila Glesmann, as Developer' s key employee for this Agreement, shall devote such time and effort as is necessary to achieve the Crowfoot Project objectives of establishing one or more Production Lines; provided, however Sponsor may approve assistants to work with Sheila Glesmann at prices to be agreed. At all times during the term of this Agreement Sheila Glesmann shall not take on any other assignments or work which would materially interfere with, or diminish, her ability to manage the Crowfoot Project in accordance with the terms hereof. Unless prior written approval is received from Sponsor, which approval will not be unreasonably withheld, Developer or Sheila Glesmann shall not work on any Competing Projects during the Term of this Agreement.

(d) Sponsor shall separately contract with and pay each of the Key Developers on the Project Team but Developer shall be responsible for management of the day to day activities of the Project Team.

(e) Without affecting the remaining terms of this Agreement, Sponsor may, from time-to-time and at any time, elect to terminate the provision of Services by one or more of the Key Developers upon not less than thirty (30) days prior written notice provided however, that Sponsor shall be responsible for promptly providing or procuring (through Developer internal


3

resources or otherwise) a replacement for any Key Developer expertise so terminated to the extent such replacement is necessary for the Crowfoot Project to proceed.

3. SPONSOR' S REPRESENTATIVE

When used in this Agreement, the term " Sponsor' s Representative" means any of the Sponsor' s authorized officers.

4. TERM The Term of this Agreement shall commence on the Effective Date hereof and shall continue in effect until the Termination Date (as defined in Section 14 hereof).

5. COMPENSATION, HOURLY RATE FOR SERVICES AND REIMBURSEMENT OF EXPENSES (a) Developer shall be entitled to invoice (and Sponsor shall pay for) all Services rendered in connection with the Crowfoot Projects only as provided in this Section 5.

(b) Monthly Fee . Unless Developer' s Services are terminated in accordance with Section 14, Sponsor shall pay the Developer a monthly fee of * . The Monthly Fee shall cover all Services performed by the Developer by Sheila Glesmann, all office expenses of the Developer, Developer' s insurance, employee benefits and all other expenses. (c) Out-of-Pocket Expenses . Sponsor shall pay the out-of-pocket expenses of the Developer (at cost without markup) for the reimbursable expenses set forth in Exhibit 2 and other activities to the extent approved by the Sponsor Representative (" Reimbursable Expense s" ).

(d) Hourly charges of Developer Employees. Sponsor shall pay Developer for Services performed by employees to the Developer other than the Key Developers (the " Additional Hourly Charges" ) at the rates and for the services only to the extent approved by a written change order executed by Sponsor' s Representative.

(e) All compensation and expenses shall continue to be paid on a monthly basis until the Commercial Operation Date of the first Production Line unless earlier terminated in accordance with the terms hereof. In the event that further Production Lines from the permits attained are built, continuation of Developer for Monthly Fees shall be negotiated on a case-by-case basis.


4

6. PROJECT INCENTIVE POOL

(a) In order to provide incentive to the Key Developers to successfully complete Project Crowfoot, Sponsor and each Project Company shall provide a bonus pool of Milestone Payments for the Key Developers to be shared as reflected in separate agreements between Sponsor, the Project Companies and the Key Developers. The Milestone Payments to be paid to Developer as Developer' s share of the pool are set forth in Exhibit 3 attached (such amounts are each a " Milestone Payment" ). The Milestone Payments are agreed to be earned upon the achievement of the applicable Milestone Event set forth in Exhibit 3 and will be paid in accordance with paragraph 6(b). It is understood that incentives shall be paid out of the financing through the Project Company unless as to any particular payment, the parties agree that the payment will be from revenues of a production line for a particular Project Site through the Project Company. The foregoing notwithstanding, Sponsor shall guarantee the payment of the Milestone Payments for achievement of the Milestones for air permits as noted on Exhibit 3 (Milestones 1-3) and the amount of * ; provided however, that Sponsor shall have the option in its sole discretion to pay up to half of incentive amounts that Sponsor may become liable for paying to Developer hereunder with stock of Sponsor in lieu of cash. For that purpose the value assigned to Sponsor' s stock per share will be the value per share as of the day stock is issued to Developer.

(b) Each of the Milestone Payments shall be an obligation of the Project Company that owns the Production Line(s) on the applicable Project Site to which the Milestone Payment relates and other than as guaranteed above, shall not be an obligation of the Sponsor, the Project Owner or any other Project Company. (c) The Milestone Payments set forth in Exhibit 3 and due hereunder are solely for Developer and rep ...