[ARTICLE]       5
[LEGEND]
This schedule contains the Promissory Note dated November 25, 1996 in the 
amount of $425,000 from Advanced Environmental Systems, Inc. to Carylyn 
K. Bell.


THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS 
AMENDED (THE "1933 ACT"), OR UNDER THE PROVISIONS OF ANY APPLICABLE STATE 
SECURITIES LAWS, BUT HAS BEEN ACQUIRED BY THE REGISTERED HOLDER HEREOF FOR 
PURPOSES OF INVESTMENT IN RELIANCE ON EXEMPTIONS UNDER THE 1933 ACT, AND 
UNDER APPLICABLE STATE SECURITIES LAWS.  NEITHER THIS NOTE NOR ANY INTEREST 
THEREIN MAY NOT BE SOLD, PLEDGED, TRANSFERRED OR ASSIGNED EXCEPT IN A 
TRANSACTION WHICH IS EXEMPT UNDER PROVISIONS OF THE 1933 ACT AND ANY 
APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EFFECTIVE REGISTRATION 
STATEMENT; AND IN THE CASE OF AN EXEMPTION, ONLY IF THE COMPANY HAS RECEIVED 
AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH TRANSACTION 
DOES NOT REQUIRE REGISTRATION OF THIS NOTE.

	PROMISSORY NOTE

U.S.$425,000 	NOVEMBER 25, 1996

	FOR VALUE RECEIVED, Advanced Environmental Systems, Inc., 
a New York  corporation ("Maker"), having an address at 730 17th Street, 
Suite 712, Denver, Colorado 80202, promises to pay to Carylyn K. Bell (the 
"Payee") the principal sum of $425,000, together with (a) simple interest on 
the principal balance of this Promissory Note (the "Note") outstanding from 
time to time at the rate per annum equal to the Prime Rate charged from time 
to time by Key Bank Denver plus 2% and (b) a fee equal to 2.5% of the 
original principal amount and an additional fee of 2% of the principal 
amount, if any, outstanding at January 25, 1997 (collectively, the "Fees").  
The principal of this Note, the Fees and interest on the unpaid principal 
balance of this Note outstanding from time to time shall be due and payable 
on March 25, 1997; provided, however, that Maker shall pay to Payee within 
three business days of its receipt thereof, any portion or all of the Tax 
Refunds received by it to be applied first to the principal and then to the 
Fees and interest then due and payable hereunder.  

This Note is made pursuant to the provisions of a Loan Agreement dated of 
even date herewith by and between Maker and Payee, as it may be amended from 
time to time (the "Loan Agreement"), and is secured by the Collateral and a 
Guaranty.  Capitalized terms not otherwise defined herein shall have the 
meanings ascribed to them in the Loan Agreement.  This Note is not negotiable.

Except as expressly provided to the contrary in the Loan Agreement, Maker 
waives presentment, demand, dishonor, protest, notice of protest, diligence 
and any other notice or action otherwise required to be given or taken under 
the law in connection with the delivery, acceptance, performance,default, 
enforcement or collection of this Note, and expressly agrees that this Note, 
or any payment hereunder, may be extended, modified or subordinated (by 
forbearance or otherwise) from time to time, without in any way affecting 
the liability of Maker.

The occurrence of any of the following events shall constitute an "Event of 
Default" under this Note:

    (a)  The failure by Maker to pay, within five days of the due date 
therefor, any of the principal, the Fees or accrued interest due under this 
Note; or

   (b)  If Maker (i) makes a general assignment for the benefit of creditors,
(ii) is adjudicated a bankrupt,(iii) files a voluntary petition in 
bankruptcy, (iv)takes advantage, as against its creditors, of any bankruptcy 
law, (v) has a petition or proceeding filed against it under any provision of
any bankruptcy or insolvency law, which petition or proceeding is not 
dismissed within sixty days after the date of the commencement thereof, (vi) 
has a receiver, liquidator, trustee, custodian, conservator, sequestrator or 
other such person appointed by any court to take charge of its affairs or 
assets or business and such appointment is not vacated or discharged within 
sixty days thereof, (vii) any liquidation, dissolution or winding up of the 
business of Maker, (viii) any sale (whether voluntary or involuntary, or 
whether in one transaction or a series of transactions) of all or 
substantially all of the assets of Maker, or (ix) takes any action in 
furtherance of any of the foregoing (collectively, an "Insolvency Proceeding").

   (c)  If an event of default which is not cured within any applicable cure 
period occurs pursuant to the Security Agreement.

	If any Event of Default shall occur:

   (a)  The entire unpaid principal balance of the Note, together with any 
Fees and accrued interest thereon, shall be immediately due and payable (the 
"Acceleration"); 

  (b)  Payee shall have the right to commence collection proceedings against 
Maker and/or proceed under the Collateral; and

  (c)  From and after Acceleration, interest shall accrue at a default rate 
of interest equal to 18% per annum. 

If any payment under this Note falls due on a Saturday, Sunday or public 
holiday, the payment shall be payable on the next business day.

Maker may prepay all or part of the outstanding principal of this Note at 
any time or times after the date hereof without penalty or premium of any 
kind.

Any notice or other communication given hereunder shall be given as provided 
in the Loan Agreement.  

This Note and its validity, construction and performance shall be governed in
all respects by the laws of the State of Colorado.  

This Note may not be amended or changed orally, but only by an agreement in 
writing executed by the parties hereto. 

Maker shall pay all reasonable costs and fees, including attorneys' fees, of 
Payee in enforcing this Note.

IN WITNESS WHEREOF, Maker has caused this Note to be duly executed by an 
authorized officer as of the date written above.

					ADVANCED ENVIRONMENTAL SYSTEMS, INC.


						By:	/s/ Gary L. Schmitt
							Authorized Officer

ACCEPTED AND AGREED TO:

/s/Carylyn K. Bell                                                
Carylyn K. Bell