EXHIBIT 10.30

                              SUBLICENSE AGREEMENT

      This SUBLICENSE AGREEMENT (this "AGREEMENT"), dated as of February 4, 2004
(the "EFFECTIVE  DATE"), is by and between  EARTHSHELL  CORPORATION,  a Delaware
corporation  ("EARTHSHELL"),  and HOOD PACKAGING  CORPORATION,  a company formed
under  the  laws of Nova  Scotia  ("HPC").  Each  of  EarthShell  and HPC may be
referred to herein individually as a "PARTY" or collectively as the "PARTIES".

                                    RECITALS

      WHEREAS, pursuant to that certain License and Services Agreement effective
as of July  29,  2002  (the  "EKI  LICENSE  Agreement"),  between  E.  Khashoggi
Industries,   LLC,  a  Delaware  limited  liability  company  ("EKI"),   bio-tec
Biologische  Naturverpackungen GmbH & Co. KG, a German limited liability company
("Biotec  KG"),  and  bio-tec  Biologische   Naturverpackungen   Forschungs  und
Entwicklungs  GmbH,  a German  limited  liability  company  ("Biotec  F&E," and,
together with Biotec KG,  "Biotec," and together with EKI, the "Biotec  Group"),
and EarthShell, EarthShell has the exclusive right to utilize, and to sublicense
to others the right to utilize,  specified  technology relating to thermoplastic
starch/synthetic bio-polymer blends to manufacture and sell certain food service
disposables; and

      WHEREAS,  EarthShell  is willing to grant,  and HPC  desires to accept,  a
sublicense of such technology for use in certain food service  disposables to be
sold in the United  States,  Canada and Mexico upon the terms and conditions set
forth herein.

                                    AGREEMENT

      NOW,  THEREFORE,  in  consideration  of the  foregoing  recitals  and  the
covenants and agreements set forth herein, together with other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:

      1.    DEFINITIONS.

            Capitalized  terms used  herein  shall have the  meanings  set forth
            below:

            (a) The term  "AGREEMENT"  shall have the  meaning  set forth in the
preamble.

            (b) The term  "BANKRUPTCY"  shall mean,  with respect to any Person,
(i) such  Person (a) admits in writing  its  inability  to pay its debts as they
come due,  (b) makes an  assignment  for the benefit of, or any  composition  or
arrangement with, its creditors, or (c) a trustee, receiver, liquidator or other
custodian is appointed for itself,  its business or all or a substantial part of
its property,  (ii) any case or proceeding  under any bankruptcy,  insolvency or
similar law of any applicable  jurisdiction,  or any dissolution,  winding up or
liquidation case or proceeding shall be commenced in respect of such Person,  or
(iii) such Person takes any action to authorize,  or in  furtherance  of, any of
the events described in clauses (i) or (ii) above.

            (c) The term  "CONFIDENTIAL  INFORMATION" shall have the meaning set
forth in Section 16.


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            (d) The term  "EARTHSHELL"  shall have the  meaning set forth in the
preamble.

            (e) The term  "EARTHSHELL  IMPROVEMENTS"  shall have the meaning set
forth in Section 6(a).

            (f) The term "EARTHSHELL INFRINGEMENT ACTION" shall have the meaning
set forth in Section 8(c).

            (g) The term "EKI  LICENSE  AGREEMENT"  shall have the  meaning  set
forth in the recitals.

            (h) The term "FOOD SERVICE  DISPOSABLES" shall have the same meaning
as is  assigned  to that  term in the EKI  License  Agreement,  as set  forth in
Exhibit "B" hereto.

            (i) The term "GROSS  SALES"  shall mean the gross  invoice  price of
Products sold by HPC to customers during the relevant fiscal period.

            (j) The term "HPC IMPROVEMENTS"  shall have the meaning set forth in
Section 6(b).

            (k) The term "IMPROVEMENT" shall mean any improvement,  enhancement,
refinement, modification or other new invention or discovery, whether patentable
or  unpatentable,  deriving from or otherwise  relating to, in whole or in part,
any of the claims of any of the Patents  described  in Exhibit A hereto,  any of
the Trade Secrets or the Products.

            (l) The term  "LICENSED  PATENTS"  shall mean the  Patents  that are
licensed to EarthShell by Biotec pursuant to the EKI License  Agreement and that
are  described on Exhibit A hereto and all Patents  covering  Improvements  that
hereafter  are  acquired  by or  licensed  to  EarthShell  under the EKI License
Agreement  (in the  case of any such  Patents  that are  hereafter  licensed  to
EarthShell,  subject  to  EarthShell  having  the  right  to  grant  sublicenses
thereunder  and HPC  agreeing to pay any royalty  that is payable in  connection
with exercising rights under any such sublicense).

            (m) The term "NET SALES" shall mean,  with respect to the  Products,
the Gross Sales for the relevant  fiscal period,  reduced by (i) cash,  trade or
quantity  discounts  actually given by HPC; and (ii) credits actually allowed by
HPC.

            (n) The term "PATENTS" shall mean unexpired patents, utility models,
industrial designs,  certificates of invention or similar grants of intellectual
property rights that are filed, registered,  issued or granted in the Territory,
including  without  limitation,   any  divisionals,   reissues,   continuations,
continuations-in-part,  renewals,  reexaminations,  and extensions of any of the
foregoing,  and any  applications  therefor (and patents which may issue on such
applications).

            (o)  The  term  "PERSON"  shall  mean  an  individual,  partnership,
corporation,   limited  liability  company,  trust,  governmental  or  political
subdivision  and any other entity that has legal capacity to own property in its
own name and to sue or be sued.

            (p) The term  "PRODUCTS"  shall  mean the Food  Service  Disposables
specified  in  Exhibit  C.  Upon  mutual  agreement  the  Parties  may add to or
otherwise change the types of Products covered by this Agreement by amending the


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relevant  Exhibit(s) in accordance with Section 20 hereof. Upon mutual agreement
the Parties may add to or otherwise change the types of Products covered by this
Agreement by amending the Exhibit C in accordance with Section 20 hereof.

            (q) The term  "REPRESENTATIVE"  shall have the  meaning set forth in
Section 5(a).

            (r) The term  "ROYALTY"  shall have the meaning set forth in Section
3.

            (s) The term  "ROYALTY  REPORT"  shall have the meaning set forth in
Section 4(a).

            (t) The term  "SUBLICENSE"  shall  have  the  meaning  set  forth in
Section 2(a).

            (u) The term  "TECHNOLOGY"  shall mean the Licensed  Patents and the
Trade Secrets.

            (v) The term  "TERRITORY"  shall mean the United States,  Canada and
Mexico.

            (w) The term  "TRADE  SECRETS"  shall mean (i)  know-how,  formulas,
methods,   processes,   systems  and  other  proprietary  information  owned  by
EarthShell or licensed to EarthShell  pursuant to the EKI License Agreement that
are or  may be  useful  or  necessary  in  the  production,  distribution,  use,
marketing  or sale of any of the  Products,  and (ii)  subject to Section 6, any
non-patented Improvement or other proprietary information now or hereafter owned
by or  licensed  to  EarthShell  that is or may be  useful or  necessary  in the
production, distribution, use, marketing or sale of any of the Products.

            (x) The term  "TRADEMARKS"  shall  have  the  meaning  set  forth in
Section 2(d).

      2.    THE SUBLICENSE.

            (a)  Subject  to  the  terms  and  conditions  of  this   Agreement,
EarthShell hereby grants to HPC an exclusive (except as provided in, and subject
to,  Section   2(e)),   royalty-bearing   sublicense  to  the  Technology   (the
"SUBLICENSE")  to make,  have made,  use, sell,  offer to sell,  import into and
otherwise dispose of Products solely within the Territory.

            (b) HPC shall not otherwise have the right to sublicense or transfer
the Technology, or any interest in or rights under the Sublicense; provided that
the  rights  and  obligations  of HPC in, to and  under  this  Agreement  may be
assigned  to the extent  provided  by Section 23. Any  purported  sublicense  or
transfer by HPC without such consent shall be null and void and shall constitute
a material  breach for purposes of Section  13(b)  hereof.  Notwithstanding  the
foregoing,  HPC may grant a  sublicense  hereunder  (without  any consent  being
required from EarthShell) to Hood Flexible Packaging Corporation,  a Mississippi
corporation, and Hood Packaging Corporation, a Mississippi corporation; provided
any such sublicense shall continue in effect only so long as such HPC remains an
affiliate of the applicable sublicensee.

            (c) HPC shall not, directly or indirectly,  market, distribute, sell
or attempt to dispose of any Product to any Person outside the Territory,  or to
any Person within the  Territory,  if HPC has actual  knowledge that such Person


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intends to use the Product in question  outside the  Territory.  A breach of the
foregoing  shall  constitute  a material  breach for  purposes of Section  13(b)
hereof.

            (d) Subject to Section 10(e) hereof,  HPC is authorized and required
to use, in connection with the marketing,  distribution  and sale of Products in
the Territory, the trademarks and service marks (collectively, the "TRADEMARKS")
owned by or licensed to  EarthShell  that are  designated  to HPC by  EarthShell
prior to  commercial  production  of the  Products  by HPC or from  time to time
thereafter.

            (e) HPC will use its best  efforts  to  commercialize  the  Products
during the twelve (12) month period  commencing on the Effective  Date. In order
for HPC to maintain its exclusive license hereunder, HPC must pay EarthShell the
following  Royalties:  (i)  commencing  with May of 2004,  minimum  Royalties of
$65,000 per month for each calendar month through May of 2005, and (ii) for each
three month period  commencing with the three-month  period beginning on June 1,
2005 and ending with the three month period commencing on March 1, 2006, minimum
Royalties of $375,000. Commencing with the twelve-month period beginning on June
1,  2006  and  for  each  twelve-month  period  commencing  on  each  successive
anniversary  thereof,  the minimum Royalties that will be required to be paid by
HPC to maintain its  exclusive  license  hereunder  will be calculated on annual
basis and will be negotiated in good faith and agreed to by the parties prior to
the  commencement  of the  twelve-month  period to which such minimum  Royalties
relate;  provided that in no event will such minimum  Royalties be less than the
minimum Royalties required to be paid by HPC in the prior twelve-month period in
order to maintain HPC's exclusive rights. hereunder. If HPC fails to achieve any
such minimum Royalty  requirement during the applicable  period,  EarthShell may
elect to terminate  this  Agreement upon written notice to HPC or to convert the
license granted hereunder to HPC to a non-exclusive  license.  If, following any
such  election  by  EarthShell   to  convert  HPC's   exclusive   license  to  a
non-exclusive  license,  HPC fails to pay EarthShell  Royalties of not less than
$300,000 in any three- month period commencing on June 1, 2005, EarthShell shall
have the right to terminate  this Agreement upon written notice to HPC. If HPC's
license is so converted to a non-exclusive licensee,  EarthShell agrees that the
Royalty rate payable  hereunder  thereafter  will be no greater than the royalty
rate payable by any other EarthShell licensee in respect to the sale of Products
in the Territory.  Notwithstanding  anything to the contrary stated herein,  the
sole remedy of EarthShell by reason of any failure by HPC to achieve the minimum
Royalty  requirements  of this Section 2(e) will be  conversion of the exclusive
license to a non-exclusive license or termination of this Agreement, as provided
above in this Section 2(e).

            (f) Notwithstanding  the anything herein to the contrary,  if HPC is
unable to satisfy fully the requirements of any customer for Products because of
insufficient plant capacity within nine (9) months after such customer has given
HPC notice of such  requirements  in  writing  (the  amount of such  unsatisfied
requirements  being referred to as  "UNFULFILLED  CUSTOMER  REQUIREMENTS"),  HPC
agrees that the Unfulfilled Customer  Requirements for Products may be satisfied
by another  EarthShell  sublicensee  that is designated  by  EarthShell  without
violating the exclusive  rights granted by EarthShell  hereunder;  provided that
HPC shall in such  event  retain its  exclusivity  with  respect to all  Product
requirements that HPC has sufficient capacity to fulfill on a timely basis.


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      3.    PLANT FACILITY

            (a) Upon reasonable  notice and during normal  business  hours,  HPC
will permit  EarthShell  personnel or  consultants  access to any plant facility
that is used to manufacture  Products (each a "PLANT FACILITY") as is reasonably
necessary in order for them to fulfill  EarthShell's  obligations or protect its
rights under this Agreement.

            (b) HPC  shall  pay all costs and  expenses  of  whatever  nature in
connection  with the  start-up  and  operation  of any  Plant  Facility  and the
manufacture,   use,   sale,   offering  for  sale  and   importation   into  and
commercialization of the Products in the Territory.

      4.    ROYALTY.

            (a) In consideration for the grant of the Sublicense,  HPC shall pay
to EarthShell a sliding-scale  royalty (the "ROYALTY") each calendar  quarter as
set forth on Exhibit D hereto.

            (b)  Within  fourteen  (14)  days of the last  day of each  calendar
quarter,  HPC shall pay to  EarthShell  the  Royalty  payable  in respect of all
Products shipped and invoiced by HPC during such calendar quarter.  Each Royalty
payment shall be accompanied by a written report (the "ROYALTY REPORT") prepared
by HPC and certified as accurate by the Chief Financial Officer or Controller of
HPC. Each Royalty Report shall set forth,  for the calendar  quarter  covered by
the Royalty Report,  (i) the number of each of the Products shipped by HPC, (ii)
the gross invoice price for each of such  Products,  and (iii) any reductions to
the gross invoice price for purposes of calculating Net Sales.

            (c) All Royalty  payments due under this Agreement  shall be paid by
HPC in United States dollars.

            (d) If HPC fails to make a timely  payment due under this Section 4,
interest at an annual  rate equal to twelve  percent  (12%) shall  accrue on the
amount of payment for each day such payment is overdue; provided,  however, that
such  interest  rate shall in no event  exceed the  maximum  rate  permitted  by
applicable law.

            (e)  Any  failure  to  make  timely  payment  of any  Royalty  shall
constitute a material  breach for purposes of Section  13(b) hereof  unless such
failure relates to any amount as to which there is a bona fide dispute; provided
that HPC in all events will be in material  breach of this Agreement if it fails
to pay any  amount  within 60 days of the date when due,  whether  or not HPC is
then contesting  whether such payment is then due and payable under the terms of
this Agreement (it being  understood that HPC will not be in breach by reason of
any failure to pay amounts that EarthShell  later agrees are not due and payable
hereunder or that are determined pursuant to any arbitration  initiated pursuant
to Section 21 not have been due and  payable  hereunder).  In the event that HPC
disputes  in  good  faith a good  faith  written  claim  for  Royalties  made by
EarthShell (the "Disputed Royalties"),  and HPC deposits such Disputed Royalties
into an  interest-bearing  escrow account for the benefit of EarthShell with its
primary  banking  institution  within  thirty (30) days of such claim,  then HPC
shall not be deemed to be in material  breach of this  Agreement  if it is later
found that the Disputed Royalties were due. The Parties shall effect the dispute
resolution  procedures  set forth in Section 21 to determine  how to  distribute
such Disputed  Royalties.  Any expenses associated with the escrow account shall


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be borne  entirely by the  non-prevailing  Party,  or split  accordingly if both
Parties receive a portion of the Disputed Royalties.

            (f)  EarthShell  acknowledges  that the Royalties  payable by HPC to
EarthShell under this Agreement may be subject to withholding  taxes that may be
assessed under  applicable law by any  jurisdiction in the Territory and, if HPC
is required to so withhold  any tax on  Royalties,  then the amount of Royalties
actually  remitted  to  EarthShell  will be net of such  withholding.  HPC  will
promptly furnish  EarthShell with the official receipt of payment of these taxes
to the appropriate taxing authority.  Subject to any lender consent that HPC may
be required to obtain in connection  therewith  (which consent HPC agrees to use
reasonable  efforts to obtain)  following the Effective Date and at EarthShell's
option,  the Parties  agree to cooperate  to  restructure  the Royalty  payments
payable  hereunder  in a manner that will  optimize  the tax  treatment  of such
payments, including by possibly converting the Royalty obligation into a profits
participation by EarthShell in HPC (it being agreed that any such  restructuring
would not be intended to adversely affect the net economic  benefits intended to
be conferred on HPC hereby).

      5.    RIGHT TO AUDIT.

            (a) HPC  shall  keep and  maintain  complete  and  accurate  records
concerning  the sale of the Products at its  principal  executive  offices or at
such other  locations as the Parties shall agree.  EarthShell or its  designated
representative (the "REPRESENTATIVE")  shall have the right at EarthShell's cost
and expense to review the financial and other records of HPC concerning the sale
of the Products on a quarterly  basis during the term of this  Agreement  during
normal business hours and upon reasonable prior notice to HPC.

            (b)  If  HPC is  ultimately  determined  to  have  failed  to pay to
EarthShell  the full amount of a Royalty  payment  actually due  hereunder,  HPC
shall  promptly  pay the full amount of such  discrepancy  to  EarthShell,  with
interest  thereon,  at an annual rate equal to twelve percent  (12%);  provided,
however,  that such  interest  rate shall in no event  exceed the  maximum  rate
permitted by applicable law. Furthermore,  should the results of an audit reveal
an  underpayment  of a Royalty  payment due  hereunder in excess of five percent
(5%),  then all costs and expenses  related to such audit shall be reimbursed to
EarthShell by HPC within thirty (30) days of the completion of such credit.

            (c) If HPC is ultimately  determined  to have overpaid  EarthShell a
Royalty payment  actually due hereunder,  EarthShell shall promptly pay the full
amount of the overpayment to HPC, with interest thereon, at an annual rate equal
to twelve percent (12%); provided,  however, that such interest rate shall in no
event exceed the maximum rate permitted by applicable law.

      6.    IMPROVEMENTS TO TECHNOLOGY.

            (a)  As  between  EarthShell  and  HPC,   EarthShell  will  own  all
Improvements  made in  connection  with this  Agreement,  whether made by or for
EarthShell or by or for HPC (in each case, whether  individually or jointly with
others),  that relate to materials  composition  and  commercial  products  (the
"EARTHSHELL  IMPROVEMENTS").  Subject  to  EarthShell's  right  to  do  so,  all
EarthShell  Improvements shall be included in the Technology  licensed hereunder
to HPC without additional royalty or other obligation being imposed on HPC.


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            (b) As between  EarthShell  and HPC,  HPC will own all  Improvements
made in connection with this Agreement,  whether made by or for EarthShell or by
or for HPC (in each case,  whether  individually  or jointly with others),  that
relate to manufacturing processes (the "HPC IMPROVEMENTS"). All HPC Improvements
will be licensed to EarthShell on a  non-exclusive,  worldwide and  royalty-free
basis,  with the right to grant  sublicenses.  EarthShell  acknowledges that HPC
shall have the right to license HPC  Improvements to third parties on such terms
and  conditions  as it shall  determine  which  shall  not  conflict  with  this
Agreement.

            (c) Any  material  Improvements  developed by or for any third party
(including an EarthShell  sublicensee other than HPC) and licensed to EarthShell
shall,  if  requested  by HPC and  subject  to  EarthShell's  right to do so, be
sublicensed to HPC hereunder,  subject to the applicable terms and conditions of
such sublicense.

            (d) Each  Party that  develops  or  acquires a material  Improvement
during the term hereof will  disclose such  Improvement  in writing to the other
Party promptly after the development or acquisition of such  Improvement by such
Party.

            (e) Any  Improvement  made by or for EarthShell or by or for HPC (in
each case, whether individually or jointly with others) that does not constitute
an HPC Improvement shall be deemed to be an EarthShell Improvement.

      7.    PATENT MATTERS.

            (a) EarthShell shall have the right, in its sole discretion,  to (i)
affirmatively seek patent protection for any EarthShell  Improvement at its sole
cost and expense or (ii) maintain any EarthShell  Improvement as a trade secret;
provided that such EarthShell  Improvement shall be maintained as a trade secret
during the pendency of any patent application.

            (b) HPC  shall  have  the  right,  in its  sole  discretion,  to (i)
affirmatively  seek patent  protection for any HPC  Improvement at its sole cost
and expense or (ii) maintain any HPC  Improvement  as a trade  secret;  provided
that such HPC  Improvement  shall be  maintained  as a trade  secret  during the
pendency of any patent application.

            (c) Each Party shall  provide the other Party,  at the other Party's
expense, with such assistance as may be reasonably requested, from time to time,
in connection  with efforts to seek patent  protection  for any  Improvement  in
accordance  with Section 7(a) or (b),  including  the execution of any documents
necessary to obtain and maintain such patent protection.

      8.    INFRINGEMENT MATTERS.

            (a) In the event that either  Party  becomes  aware of any actual or
threatened   infringement,   misappropriation,   or   other   unauthorized   use
("Infringement")  of the  Licensed  Patents  or  any  Licensed  Technology  (the
"Enforceable  Rights") in connection  with  Products,  such Party shall promptly
notify the other Party, and the Parties shall confer in good faith regarding the
most  appropriate  actions to be taken with respect to such  Infringement.  Both
Parties shall use  reasonable  efforts to cooperate with each other to terminate
such  Infringement  without  litigation.  So long as the licenses granted to HPC
under Section 2 are exclusive,  EarthShell shall have the initial right, but not
the obligation,  to enforce the Enforceable Rights against third parties who are
suspected of infringing the Enforceable  Rights in connection with Products.  If


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EarthShell  does not  bring any  legal  action  against  third  parties  who are
suspected of  infringing  the  Enforceable  Rights in  connection  with Products
within  ninety  (90) days  after  notice  has been given by a Party to the other
Party hereunder with respect thereto, HPC shall have the sole right, but not the
obligation, to enforce Enforceable Rights against such third parties. EarthShell
shall have the sole right, but not the obligation, to enforce Enforceable Rights
against third parties who are suspected of  infringing  the  Enforceable  Rights
other than in connection with Products and the sole right to enforce Enforceable
Rights after the conversion of HPC's license under Section 2 to a  non-exclusive
license pursuant to Section 2(e).

            (b) If one  Party  brings  an  enforcement  action  relating  to the
Enforceable Rights as described above (the "Initiating  Party"), the other Party
(the  "Non-Initiating  Party") hereby agrees to cooperate reasonably in any such
effort,  and the  Parties  shall  reasonably  cooperate  to address new facts or
circumstances that come to light during the course of any action relating to the
Enforceable  Rights  which may affect the need for the  Non-Initiating  Party to
participate in such action.  If necessary for HPC bring an action to enforce the
Enforceable  Rights in circumstances in which HPC authorized to do so hereunder,
EarthShell  agrees  to be  named  as a  party  plaintiff  in  such  action.  The
Initiating  Party may not settle any action  brought under this Section 8(b), or
take any  other  action  in the  course  thereof,  that  adversely  affects  the
Non-Initiating  Party's  interest in the Enforceable  Rights without the written
consent  of the  Non-Initiating  Party,  such  consent  not  to be  unreasonably
withheld,  conditioned, or delayed. If both Parties participate in the action to
enforce Enforceable Rights (by joining as plaintiffs), the expenses and costs of
any such  action and any  damages or  monetary  award  shall be shared  equally.
Unless  otherwise  agreed,  if only one  Party  brings  the  action  to  enforce
Enforceable  Rights,  the  costs  and  expenses  shall  be borne  solely  by the
Initiating  Party and any damages or monetary award relating to an  Infringement
shall belong solely to the Initiating Party..

            (c) HPC shall promptly notify EarthShell in writing of (i) any claim
or  threatened  claim by any  Person  that the use of the  Technology  by HPC in
connection  with the  manufacture,  use or sale of any Product by HPC within the
scope of the license granted to HPC hereunder  infringes or violates the patent,
trade secret or other  intellectual  property rights of such Person and (ii) the
commencement  of any lawsuit  against HPC, or any of its  respective  customers,
asserting any such claim (an "EARTHSHELL INFRINGEMENT ACTION"). EarthShell shall
assume and control the defense of any  EarthShell  Infringement  Action,  at its
sole  cost  and  expense,  irrespective  of  whether  EarthShell  is  named as a
defendant  therein.  HPC will assist EarthShell in the defense of any EarthShell
Infringement  Action by providing  such  information,  fact  witnesses and other
cooperation  as  EarthShell  may  request  from  time  to  time;  provided  that
EarthShell shall reimburse HPC for any out-of-pocket expenses incurred by HPC in
connection  therewith.  HPC shall have the right to be represented in connection
with an  EarthShell  Infringement  Action by its own legal  counsel,  at its own
expense, provided that such legal counsel will act only in an advisory capacity.
If EarthShell does not assume the defense of any EarthShell Infringement Action,
HPC shall have the right, but not the obligation,  to assume the defense of such
lawsuit,  utilizing  legal  counsel  of its  choice.  EarthShell  shall bear the
reasonable  costs and  expenses  of such legal  counsel.  If HPC so assumes  the
defense of an EarthShell  Infringement Action, HPC shall have no right to settle
such  EarthShell  Infringement  Action  unless HPC shall have received the prior
written  consent of  EarthShell  which  shall not be  unreasonably  withheld  or
delayed.


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            (d) If the court, in any EarthShell  Infringement  Action,  enters a
final  and  non-appealable  order  finding  that  the  Technology  infringes  or
violates,  in whole or in part,  the  intellectual  property  rights of  another
Person in any of the  Territory  and requiring HPC (i) to obtain a license under
any third  party's  patent not licensed  hereunder in order to continue make and
sell in the Territory any Products  incorporating  Technology as contemplated by
this  Agreement,  and to pay a  royalty  or fee  under  such  license,  and  the
infringement of such patent cannot  reasonably be avoided by HPC, or (ii) to pay
any damages on account of such  infringement or violation,  EarthShell shall pay
the amount of any such fee or royalty payable and any such damages to the extent
that the  infringement  or violation found by such court resulted from HPC's use
of  Technology  in the  Territory  within  the scope of the  Sublicense  granted
hereunder;  provided that, in no event shall  EarthShell's  liability under this
Section 8(d) exceed the specified amount in Section 12(b) hereof.

            (e) Any amounts  owing from  EarthShell to HPC under Section 8(c) or
(d) that have not been  timely paid by  EarthShell  may be offset by HPC against
future   Royalty   payments   owing  from  HPC   hereunder.   If  an  EarthShell
Indemnification  Action  has  been  brought  and HPC has not  received  adequate
assurances of future performance by EarthShell of its obligations under Sections
8(c) and (d) and HPC, in good  faith,  reasonably  deems  itself  insecure  with
respect  to  EarthShell's  performance  of such  obligations,  HPC  may  deposit
Royalties that thereafter accrue ("RETAINED ROYALTIES") into an interest-bearing
escrow  account  for  the  benefit  of  EarthShell   with  its  primary  banking
institution, which Retained Royalties will be disbursed upon final resolution of
such EarthShell  Indemnification  Action (i) to EarthShell,  if EarthShell shall
not theretofore have breached its obligations under Sections 8(c) or (d) or (ii)
to HPC,  to the  extent  HPC has  incurred  amounts  as to which  EarthShell  is
obligated to reimburse  HPC pursuant to Sections 8(c) or (d), with any remaining
balance  distributable  to EarthShell.  Any expenses  associated with the escrow
account shall be borne entirely by HPC.

      9.    DUTIES AND OBLIGATIONS OF EARTHSHELL.

      In addition to, and not in limitation of, the other duties and obligations
of  EarthShell,  as set  forth  in this  Agreement,  EarthShell  shall  have the
following obligations hereunder:

            (a)  Within  30 days  after the  Effective  Date,  EarthShell  shall
provide to HPC copies of written  materials in which all Trade Secrets necessary
for HPC  effectively  to exercise the rights  granted to it under the Sublicense
are disclosed, including without limitation the following:

                  (i) technical specifications for the Products;

                  (ii)   detailed   specifications   for   raw   materials   and
formulations  required for the  manufacture  of the Products and cost lists from
approved vendors thereof;

            (b) Subject to the  availability  of  EarthShell  staff,  EarthShell
shall,  at HPC's  reasonable  request and at  EarthShell's  then standard hourly
rates,  provide to HPC technical  support  including  assisting HPC in debugging
services in connection with the start-up and operation of any Plant Facility and
modifying the Products to meet the performance requirements of customers.


                                       9
<PAGE>

            (c) HPC  acknowledges  that the Board of Directors of EarthShell has
not approved and  authorized  the  execution  and delivery of this  Agreement by
EarthShell and the performance by EarthShell of its obligations hereunder.  Such
approval and authorization,  if required, shall be obtained by EarthShell within
ten (10) days after the Effective  Date. In the absence of EarthShell  providing
written  notice to HPC within  such ten (10) day period that such  approval  and
authorization  is  required  and has not been  obtained,  any  condition  to the
effectiveness  of  this  Agreement  relating  to  obtaining  such  approval  and
authorization shall be deemed to have been fulfilled.

      10.   OTHER DUTIES AND OBLIGATIONS OF HPC.

      In addition to, and not in limitation of, the other duties and obligations
of HPC, as set forth in this Agreement, HPC shall have the following obligations
hereunder:

            (a) HPC  shall  prominently  display  and  utilize  such  Trademarks
(whether  owned by or licensed to EarthShell) as may be designated by EarthShell
from time to time in connection with the advertisement,  marketing, distribution
and sale of the Products.  The right to use such  Trademarks is included  within
the Sublicense  herein granted.  Except as otherwise  agreed by EarthShell,  HPC
shall use its reasonable  efforts to cause each Product  manufactured  by HPC to
bear at least one of the  Trademarks  designated  by  EarthShell.  The  specific
placement, size, and detail of any Trademark on each Product must be approved by
EarthShell (which approval shall not be unreasonably  withheld or delayed).  HPC
shall not in any manner  represent  that it has any  ownership  interest  in any
Trademarks licensed hereunder. HPC acknowledges that use of the Trademarks shall
not  create  in its  own  favor  any  right,  title,  or  interest  in or to the
Trademarks,  and that all uses  thereof  by HPC shall  inure to the  benefit  of
EarthShell.  HPC  shall  cooperate  with  EarthShell  in  the  execution  of any
appropriate and necessary  documents in connection with the  registration of any
Trademarks.

            (b) Upon  termination of this Agreement,  HPC shall cease and desist
from use of the  Trademarks  in any way,  including  any word or phrase  that is
similar to or likely to be confused with any of the Trademarks.  However, in the
event of  termination  of this  Agreement,  HPC  shall  have  the  right to sell
existing  stock and  inventory of  manufactured  Products for a period of ninety
(90) days and  thereafter  shall deliver to  EarthShell  or its duly  authorized
representative all materials upon which the Trademarks appear.

            (c) HPC  acknowledges  that the  Technology in existence on the date
hereof is novel and unique in the foodservice  disposable products industry. HPC
shall not challenge or question the validity or ownership of the  Trademarks or,
subject to the  provisions of applicable  law, any Licensed  Patents.  HPC shall
continue to make all required payments under this Agreement to EarthShell during
any challenge of the validity of any of the Licensed Patents (or claims thereof)
included  in the  Technology.  In the event HPC fails to  continue  to make such
payments  based upon or in connection  with such a challenge,  EarthShell may at
its option terminate this Agreement upon written notice to HPC.

            (d) HPC  represents,  warrants and covenants to EarthShell  that (i)
the Products  manufactured  by HPC shall conform with all of the  specifications
provided by EarthShell pursuant to Section 9(a) and that (ii) HPC shall maintain
quality  standards for the Products in  conformity  with  EarthShell's  standard
quality  control  manual  or  procedures,   which  EarthShell  agrees  shall  be
commercially reasonable.


                                       10
<PAGE>

            (e) HPC shall obtain or provide,  and maintain at all times, product
liability  insurance as is  reasonable  and customary for the industry with such
insurer as shall be reasonably  satisfactory to EarthShell;  provided,  however,
any  insurer  rated by AM Best (or a  comparable  agency) at a rating of A-10 or
better  (or a  comparable  rating)  shall at all  times be  deemed a  reasonably
satisfactory  insurer.  Each such insurance policy will require that the insurer
give EarthShell at least thirty (30) days prior written notice of any alteration
in or cancellation of the terms of such policy.  HPC shall furnish to EarthShell
a certificate or other evidence reasonably  satisfactory to EarthShell that such
insurance  coverage is in effect and that  EarthShell is an  additional  insured
with respect to such policy.

            (f) HPC shall mark all of the  Products and related  documents  with
all  applicable  patent  numbers,  in accordance  with  EarthShell's  reasonable
instructions and as required by the patent laws in effect in the Territory or as
reasonably instructed by EarthShell.

            (g) HPC or its agents  shall be solely  responsible  for the payment
and discharge of any taxes, duties, or withholdings  relating to any transaction
of  HPC  or its  agents  in  connection  with  the  manufacture,  use,  sale  or
commercialization of the Technology or the Products in the Territory,  excluding
any tax or duty based on the income of EarthShell.

            (h) HPC grants  EarthShell the right of first priority to supply all
of HPC's raw materials for Products (the "RAW  MATERIALS").  HPC shall regularly
and routinely  inform  EarthShell of all of its  requirements  for Raw Materials
prior to  purchasing  any Raw Materials  from any other Person.  HPC may request
EarthShell to submit a bid or proposal  offer for the supply of  particular  Raw
Materials.  If  EarthShell  desires to supply  particular  Raw Materials to HPC,
EarthShell  may submit a bid or  proposal  for the supply of such Raw  Materials
("OFFERED RAW MATERIALS")  and, if such a bid or proposal is made by EarthShell,
EarthShell  and HPC  shall  negotiate  in good  faith  to  enter  into a  supply
agreement or purchase order with regard to such Offered Raw Materials unless HPC
has received a written offer from any third-party  (including from any supplier)
for such  Offered  Raw  Materials  at a price and on terms and  conditions  more
favorable to HPC than those offered or proposed by EarthShell.

            (i) Except  for the  license  granted  by HPC in  Section  6(c) with
respect to HPC  Improvements  and subject to HPC's agreement that all EarthShell
Improvements are owned solely by EarthShell, nothing in this Agreement grants to
EarthShell any interest, license or right to any HPC trademark, patent, or other
intellectual property right of HPC.

      11.   REPRESENTATIONS AND WARRANTIES OF EARTHSHELL.

            (a)  EarthShell  hereby  represents  and  warrants  to HPC  that (i)
EarthShell has a valid and enforceable  license to use the Technology within the
scope of the rights granted under the Sublicense and has the right to sublicense
the  Technology  to HPC  within  the  scope  of the  rights  granted  under  the
Sublicense as set forth in this  Agreement and (ii)  EarthShell  has received no
actual notice any claim or threatened claim of a third party (A) that any of the
Licensed Patents are invalid or unenforceable or (B) the practice of the License
Patents or the use of the Licensed  Technology in connection  with the making or
selling  of  Products  in  the  Territory   constitutes   an   infringement   or
misappropriation of intellectual property rights of a third party.


                                       11
<PAGE>

            (b)  EXCEPT  AS  EXPRESSLY  SET  FORTH  IN  SECTION  11(a)  OF  THIS
AGREEMENT, EARTHSHELL DOES NOT MAKE OR GIVE, AND HEREBY EXPRESSLY DISCLAIMS, ANY
AND ALL WARRANTIES,  WHETHER EXPRESS OR IMPLIED,  WRITTEN OR ORAL, INCLUDING THE
IMPLIED WARRANTIES OF MERCHANTABILITY  OR FITNESS FOR A PARTICULAR  PURPOSE,  IN
REGARD TO (i) ANY PRODUCTS  WHICH MAY BE  MANUFACTURED,  USED OR SOLD BY HPC AND
WHICH ARE BASED UPON OR UTILIZE ANY OF THE TECHNOLOGY; AND (ii) IN REGARD TO ANY
SERVICES PROVIDED TO HPC BY EARTHSHELL HEREUNDER.

            (c) Nothing in this Agreement shall be construed as:

                  i.  a  warranty  or  representation  by  EarthShell  as to the
validity or scope of any Licensed Patents;

                  ii. a requirement that EarthShell file any patent application,
secure any patent or maintain any patent in force;

                  iii.  conferring a right to use in  advertising,  publicity or
otherwise any Trademark of EarthShell  except as and to the extent  specifically
provided herein,; or

                  iv.  granting  by  implication,  estoppel,  or  otherwise  any
license  or  rights  under  patent  or other  intellectual  property  rights  of
EarthShell  other than the Licensed  Patents and Trade  Secrets  included in the
Technology, to the extent sublicensed as provided in Section 2.

      12.   NO CONSEQUENTIAL DAMAGES; LIMITATION OF LIABILITY.

            (a) IN NO EVENT  SHALL  EITHER  PARTY BE LIABLE  TO THE OTHER  PARTY
UNDER,  OR IN  CONNECTION  WITH,  THIS  AGREEMENT  FOR  ANY  INDIRECT,  SPECIAL,
INCIDENTAL,  PUNITIVE OR CONSEQUENTIAL  LOSSES,  EXPENSES OR DAMAGE  WHATSOEVER,
INCLUDING,  BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFITS,  INCREASED  COSTS OF
PRODUCTION,  DAMAGES OR LOSSES AS A RESULT OF SUCH OTHER  PARTY'S  INABILITY  TO
OPERATE,  INABILITY TO FULFILL CONTRACTS WITH THIRD PARTIES,  OR SIMILAR MATTERS
OR EVENTS  ARISING FROM THE USE OR INABILITY TO SELL THE PRODUCTS OR ANY FAILURE
TO FULFILL A  PURCHASE  ORDER IN A TIMELY  FASHION,  NOR SHALL  EITHER  PARTY BE
LIABLE FOR ANY LOSS,  EXPENSE OR DAMAGE  SUFFERED OR INCURRED BY THE OTHER PARTY
AS A RESULT OF CLAIMS, DEMANDS, SUITS OR OTHER PROCEEDINGS BY ANY OTHER PARTY OR
PERSONS,  WHETHER  PRIVATE,  PUBLIC OR GOVERNMENTAL IN NATURE.  The limitations,
exclusions and  disclaimers in this Agreement  shall apply  irrespective  of the
nature of the cause of the action or demand, including but not limited to breach
of contract,  negligence,  tort or any other legal theory and shall  survive any
breach or breaches and/or failure of the essential purpose of this Agreement, or
any remedy contained in this Agreement.

            (b) IN NO EVENT SHALL EARTHSHELL'S  CUMULATIVE  LIABILITY IN RESPECT
OF CLAIMS  ARISING  UNDER  THIS  AGREEMENT  OR  OTHERWISE  RELATING  TO THE USE,
MANUFACTURE OR SALE OF PRODUCTS  (WHETHER IN CONTRACT,  TORT OR ANY OTHER THEORY
OF  LIABILITY)  EXCEED THE  AGGREGATE  AMOUNT OF ROYALTIES  THERETOFORE  PAID TO
EARTHSHELL HEREUNDER.


                                       12
<PAGE>

      13.   TERM AND TERMINATION.

            (a) The term of this Agreement  shall commence on the Effective Date
and,  subject to earlier  termination as provided  herein,  shall continue for a
period of ten (10)  years;  provided  that,  at the  option of HPC upon 120 days
written  notice prior to the end of such term, the term of this Agreement may be
extended for a renewal term of an additional  period of ten (10) years,  subject
to HPC and  EarthShell  reaching  agreement on the amount of the Royalties  that
will be payable  during such renewal  term (it being agreed that such  Royalties
will  not  be  subject  to  increase  in a  fashion  that  is  not  commercially
reasonable).

            (b) Either Party may terminate this Agreement for a material  breach
by the other Party of the terms and  conditions of this  Agreement  upon written
notice to the  breaching  party,  which is given no less than  thirty  (30) days
prior to an effective  date of  termination,  and which  specifies in reasonable
detail the nature of such breach. If the breaching Party cures such breach prior
to the effective date of  termination,  this  Agreement  shall not terminate and
will continue in full force and effect.

            (c) Either  Party may, by giving the other Party  written  notice of
termination,  immediately  terminate  this Agreement if upon the occurrence of a
Bankruptcy  with  respect to the other Party is  adjudicated  bankrupt,  files a
voluntary petition of bankruptcy,  makes a general assignment for the benefit of
creditors, is unable to meet its obligations in the normal course of business as
they fall due or if a receiver  is  appointed  on  account of the other  Party's
insolvency.

            (d) EarthShell shall have the right to terminate this Agreement when
and as provided in Section 2(e) hereof.

            (e) From and after the effective  date of the expiration of the term
of this Agreement or the termination of this Agreement  pursuant to this Section
13 hereof,  HPC shall have no right,  whatsoever,  to utilize the  Technology or
Trademarks, and HPC shall promptly return to EarthShell all written materials or
other  tangible  media  containing  any  Trade  Secrets  which  are  then in the
possession of HPC.  Sections 4, 5, 6, 8, 10(g),  12, 13(e),  14, 15, 16, 17, 18,
19, and 21 shall survive termination of this Agreement. The obligation of HPC to
pay to EarthShell the Royalty for all Products actually sold by HPC prior to the
effective date of the expiration or termination of this Agreement  shall survive
the expiration or termination of this Agreement.

      14.   RELATIONSHIP OF THE PARTIES.

      This Agreement shall not create any partnership,  joint venture or similar
relationship  between HPC and EarthShell,  and no representation to the contrary
shall  be made by  either  party.  Neither  HPC nor  EarthShell  shall  have any
authority to act for or on behalf of or to bind the other in any fashion, and no
representation to the contrary shall be made by either such party.


                                       13
<PAGE>

      15.   NOTICES.

            (a) Any notice which is required or permitted to be given to a Party
pursuant  to this  Agreement  shall be deemed to have  been  given  only if such
notice is reduced  to writing  and (a)  delivered  personally,  or (b) sent by a
reputable  overnight  courier  service to the Person in  question to the address
given below:

            IF TO EARTHSHELL:            EarthShell Corporation
                                         6740 Cortona Drive
                                         Santa Barbara, CA 93117-3022
                                         Attention: Chief Executive Officer
                                         Telephone: (805) 571-8370-
                                         Facsimile 805-571-8292

            IF TO HPC:                   Hood Packaging Corporation
                                         2380 McDowell Road
                                         Burlington, Ontario L7R 4A1
                                         Canada
                                         Attn.: President
                                         Telephone:  905-637-5611
                                         Fax:  905-637-9954

or to such other  address as either  Party  shall  have  specified  by notice in
writing to the other Party at a later point of time.

            (b) If delivered personally, a notice shall be deemed delivered when
actually  received  at the  address  specified  above.  Any  notice  given  by a
reputable  overnight  courier shall be deemed delivered on the next business day
following the date it is placed in the possession of such courier.

      16.   CONFIDENTIALITY.

      Any information relating to this Agreement, the Technology or the business
of HPC or EarthShell is hereinafter  referred to as "CONFIDENTIAL  INFORMATION."
All  Confidential  Information  in tangible  form  (plans,  writings,  drawings,
computer  software  and  programs,  etc.) or provided  to or conveyed  orally or
visually,  shall be presumed to be proprietary  to the  disclosing  Party at the
time of delivery  to the other  party;  provided  that all such  information  or
material  relating  to  the  Technology  shall  be  deemed  to  be  Confidential
Information of EarthShell.  All Confidential Information of the disclosing Party
hall be protected by the receiving party from disclosure with the same degree of
care with which the receiving party protects its own Confidential Information of
the disclosing Party from disclosure but in no event with less than a reasonable
degree of care. The receiving party agrees (i) not to disclose such Confidential
Information  to any Person except to those of its  employees or  representatives
who need to know such Confidential Information in connection with the conduct of
its business and who have agreed in writing to maintain the  confidentiality  of
such Confidential Information, and (ii) that neither it nor any of its employees
or representatives will use such Confidential  Information for any purpose other


                                       14
<PAGE>

than in connection with the conduct of its business  pursuant to this Agreement;
provided that such restrictions shall not apply if such Confidential Information
(A) is or hereafter becomes public other than by a breach of this Agreement, (B)
was already in the receiving party's possession and not subject to an obligation
of  confidentiality  prior to any disclosure of the Confidential  Information to
the  receiving  party,  (C) has been or is hereafter  obtained by the  receiving
party from a third party which, to the knowledge of the receiving party, was not
bound  by any  confidentiality  obligation  with  respect  to  the  Confidential
Information,  (D) is required to be disclosed  pursuant to judicial  order,  but
only to the extent of such order and after  reasonable  notice to the disclosing
party so as to allow the  disclosing  party to  intervene  to seek  confidential
treatment or (E) is required to be disclosed by any government  authority  which
regulates  the business of the receiving  party,  but only to the extent of such
required disclosure and after reasonable notice to the disclosing party so as to
allow the disclosing party to intervene to seek confidential treatment.  Without
limiting the generality of the  foregoing,  HPC shall ensure that no third party
is given access to the Plant Facility unless such third party has entered into a
non-disclosure  agreement with each of HPC and  EarthShell (it being  understood
that  such  non-disclosure  agreements  will  not  be  required  from  couriers,
suppliers,  or other  third  parties  that have  limited  access only to loading
docks, mail rooms,  office reception areas and other areas in which Products are
not being  manufactured  and in which no Confidential  Information is visible or
accessible).

      17.   SAVINGS CLAUSE.

      Should any part or  provision  of this  Agreement  be rendered or declared
invalid by reason of any law or by decree of a court or competent  jurisdiction,
the  invalidation  of  such  part  or  provision  of this  Agreement  shall  not
invalidate the remaining parts or provisions hereof, and the remaining parts and
provisions of this Agreement shall remain in full force and effect.

      18.   WAIVER.

      Neither the failure or delay on the part of either  Party to exercise  any
right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or privilege preclude any other
or further exercise thereof or of any other right or privilege.

      19.   GOVERNING LAW.

      This Agreement  shall be governed by and construed in accordance  with the
laws of Delaware, without giving effect to the choice of law rules thereof.

      20.   AMENDMENT.

      This  Agreement  may be amended only by the consent of each of the Parties
expressed in writing, signed by their duly authorized representatives.

      21.   DISPUTE RESOLUTION.

            (a)  All  claims,  disputes,  controversies  and  other  matters  in
question arising out of or relating to this Agreement,  or to the alleged breach
hereof,  which  cannot be  resolved by the  Representatives  shall be settled by
negotiation  between the  executives of HPC and  EarthShell.  If such  executive


                                       15
<PAGE>

negotiation is unsuccessful  within ten business days, HPC and EarthShell  shall
submit the dispute to non-binding  mediation with an independent  party mutually
acceptable  to HPC and  EarthShell  (with the cost of the  mediation to be borne
equally by HPC and EarthShell). If HPC and EarthShell cannot mutually agree to a
resolution  within ten  business  days,  either  Party may refer the  dispute to
binding  arbitration in accordance with procedures set forth in this Section 21.
Each of HPC and  EarthShell (i) waives the right to bring an action in any court
of competent  jurisdiction  with respect to any such claims,  controversies  and
disputes  (other  than any such  action to  enforce  the  award or other  remedy
resulting from any arbitration pursuant to this Section 21), and (ii) waives the
right to trial by jury in any suit, action or other proceeding  brought on, with
respect to or in connection with this Agreement.

            (b) Upon  filing of a notice of demand for  binding  arbitration  by
either HPC or EarthShell, arbitration with the American Arbitration Association,
or comparable  association if the American Arbitration  Association is no longer
in existence, shall be commenced and conducted as follows:

                  i. All claims,  disputes,  controversies  and other matters in
            question  shall be referred to and decided and settled by a standing
            panel  of  three  arbitrators,  one  selected  by  each  of HPC  and
            EarthShell  and  the  third  by the  two  arbitrators  so  selected.
            Selection of arbitrators  shall be made within thirty days after the
            date of the first notice of demand given pursuant to this Section 21
            and within  thirty days after any  resignation,  disability or other
            removal of such arbitrator.  Following appointment,  each arbitrator
            shall remain a member of the standing panel,  subject to refusal for
            just cause or resignation or disability.

                  ii. The cost of each arbitration proceeding, including without
            limitation the arbitrators' compensation and expenses,  meeting room
            charges,  court  reporter  transcript  charges and similar  expenses
            shall be borne by the party whom the  arbitrators  determine has not
            prevailed in such proceeding, or borne equally by HPC and EarthShell
            if the arbitrators  determine that neither party has prevailed.  The
            arbitrators  shall also award the party that prevails  substantially
            in its pre-hearing position its reasonable attorneys' fees and costs
            incurred in connection  with the  arbitration.  The  arbitrators are
            specifically  instructed to award  attorneys'  fees for instances of
            abuse of the discovery process.

                  iii. The sites of the  arbitration  shall be in Santa Barbara,
            California unless HPC and EarthShell agree otherwise.

            (c) The  arbitrators  shall have the power and  authority to, and to
the fullest extent  practicable  shall,  abbreviate  arbitration  discovery in a
manner that is fair to HPC and EarthShell in order to expedite the conclusion of
each alternative dispute resolution proceeding.

            (d) The  arbitration  shall  be  governed  by,  and all  rights  and
obligations   specifically  enforceable  under  and  pursuant  to,  the  Federal
Arbitration Act (9 U.S.C. ss. 1, et. seq.). (e) The arbitrators are empowered to
render an award of general compensatory damages and equitable relief (including,
without limitation,  injunctive relief), but are not empowered to award punitive
damages.  The award rendered by the arbitrators  (i) shall be final,  (ii) shall


                                       16
<PAGE>

not constitute a basis for collateral  estoppel as to any issue, and (iii) shall
not be subject to vacation or  modification.  The  arbitrators  shall render any
award or otherwise conclude the arbitration no later than one hundred and eighty
(180) days after the date notice is given pursuant to this Section 21.

      22.   COUNTERPARTS.

      This Agreement may be executed in two or more counterparts,  each of which
shall be deemed an original,  but all of which together shall constitute one and
the same instrument.

      23.   ASSIGNMENT.

      The  rights  and  obligations  in, to and under  this  Agreement  shall be
binding   upon  and  inure  to  the   benefit  of  the   Parties,   their  legal
representatives, successors and assigns. Neither Party may assign this Agreement
or any rights  hereunder  without the prior written  consent of the other Party;
provided  that  either  Party may assign this  Agreement  in  connection  with a
merger,  sale of all or  substantially  all of its  assets or other  acquisition
transaction with the written consent of the other Party, which consent shall not
be unreasonably withheld or delayed.

      24.   ENTIRE AGREEMENT.

      This Agreement supersedes any prior understandings or agreements,  whether
written or oral, and any  contemporaneous  oral agreements,  between the Parties
hereto in regard to the subject  matter  hereof  contains  the entire  agreement
between the Parties in regard to the subject matter hereof.

      IN WITNESS  WHEREOF,  the Parties have caused this  Technology  Sublicense
Agreement to be executed and delivered by their duly authorized  representatives
upon the date first herein written.

                                        EARTHSHELL CORPORATION

                                        By: /s/ Simon K. Hodson
                                            --------------------------
                                            Name:  Simon K. Hodson
                                            Title: CEO

                                        HOOD PACKAGING CORPORATION

                                        By: /s/ John J. McCabe
                                            --------------------------
                                            Name:  John J. McCabe
                                            Title: President and COO


                                       17
<PAGE>

                                    EXHIBIT A

                                Licensed Patents

U.S. Patent No.

U.S. Patent No. 6,573,340

The following Pending Patent Applications:

      o     Fibrous Sheets Coated or Impregnated with Biodegradeable Polymers or
            Polymer Blends - Workman  Nydegger Att'y Docket No.  11527.362 filed
            June 3, 2003. The PTO serial no. is: 10/453,318

      o     Biodegradable  Polymer Blends for Use in Making Films,  Sheets,  and
            Other  Articles of  Manufacture - Workman  Nydegger Att'y Docket No.
            11527.354 filed March 1, 2002. The PTO serial no. is: 10/087,256 The
            PTO Publication no. is US-2003-0166779

      o     Biodegradable  Films and Sheets Suitable for Use as Coatings,  Wraps
            and Packaging  Materials Workman Nydegger Att'y Docket No. 11527.355
            filed March 1, 2002. The PTO serial no. is: 10/087,718


                                       18
<PAGE>

                                    EXHIBIT B

                     DEFINITION OF FOOD SERVICE DISPOSABLE

             [EXCERPTS FROM AMENDED AND RESTATED LICENSE AGREEMENT,

            DATED FEBRUARY 28, 1995, BETWEEN EKI AND EC, AS AMENDED]

The term  "Food  Service  Disposables"  shall  mean any  disposable,  single use
product,  container,  apparatus,  device or equipment  for  packaging,  storing,
portioning,  serving or dispensing  food or beverages  intended for  consumption
within a short period of time (less than twenty four hours),  which  incorporate
in whole  or in part any  portion  of the  Technology  and,  to the  extent  not
otherwise  excepted or excluded,  are encompassed in those items included within
the scope of the Disposal Product Categories set forth in the Clinton Associates
1994 DISTRAK Five study of  Disposables  Utilization  in Food Services  Segments
(hereinafter  referred  to as the  "DISTRAK V Study"),  including  all  products
specifically  set forth  therein.  Any product that has  substantially  the same
shape,  composition,  mixture and functional  properties as a product within the
scope of the definition of Food Service  Disposables  shall be considered within
the scope of such definition no matter the manner in which that product is used,
unless  expressly  excepted below.  Notwithstanding  any other provision of this
Agreement,  the parties agree that the  following  items shall not be within the
scope of the  definition of "Food  Service  Disposables"  or otherwise  licensed
under this Agreement: (i) sealed containers for the long-term storage of liquids
whether for single or multiple  portions  (e.g.,  soft drink cans, milk cartons,
sealed juice or drink  containers),  except that single service (e.g., 16 ounces
or less)  milk-containing  cartons  shall be within  the  scope of Food  Service
Disposables;  (ii) boxes or containers  for the  long-term  storage of single or
multiple  servings  of foods or which are  designed  to extend the shelf life of
foods  beyond  same-day  consumption  (e.g.,  dry cereals  boxes,  egg  cartons,
prepackaged  frozen food  containers  and packaging,  dairy product  containers,
produce containers, condiment packaging, and meat and deli trays); (iii) aseptic
or sealed packaging;  (iv) all secondary packaging (e.g.,  corrugated containers
and  paper  bags);  and  (v)  wrapping  products  for  consumer  use.  By way of
illustration, Exhibit "F" hereto provides a noncomprehensive,  noninclusive list
of items within the definition of "Food Service Disposables"  hereunder and also
a noncomprehensive,  noninclusive list of items that fall outside the definition
of "Food Service Disposables" hereunder. Exhibit "F" hereto shall control in the
event of any  conflict  between it and the DISTRAK V Study.  In the event of any
disagreement between the parties whether a particular item not listed in Exhibit
"F" hereto is within or without the definition of Food Service Disposables,  the
parties  may submit the matter to  arbitration  pursuant  to the  provisions  of
paragraph 29. The parties  hereby agree that, if available,  Clinton  Associates
shall act as arbiter in any arbitration proceeding involving a dispute as to the
definition of Food Service Disposable.


                                       19
<PAGE>

                             [EXHIBIT B [CONTINUED]

                                   EXHIBIT "F"

      ILLUSTRATIVE LIST OF DISPOSABLE, SINGLE USE FOOD SERVICE DISPOSABLES

Examples of Items within the Definition of "Food Service Disposables":

Bags                               o   for carry out of food purchased in
                                       food service disposable packages,
                                       with or without handles

Beverage containers                o   Hot and/or cold beverage
                                   o   May or may not be insulating
                                   o   With or without handles.  Includes
                                       collectables that are disposable/
                                       reusable
                                   o   Malt mixing collars

                                   o   Single service milk-containing cartons
                                       (16 oz. or less)

Beverage Container Lids            All types, including

                                   o   no spill
                                   o   domed
                                   o   sippers

Bowls                              All shapes, sizes

Cutlery (including                 o   knife, fork, spoon
Sticks/Skewers)                    o   large serving utensils
                                   o   chopsticks
                                   o   hors d'ouvers picks
                                   o   popsicle sticks
                                   o   corndog sticks
                                   o   shish-kabob skewers
                                   o   tooth  picks
                                   o   steak markers

Food Containers                    tubs used for:
                                   o   popcorn
                                   o   deli salads
                                   o   takeout anything
                                   o   ice cream
                                   o   chicken buckets


                                       20
<PAGE>

                                   Portion cups (souffle cups)
                                   o   sauces
                                   o   condiments
                                   o   butter
                                   o   candies o side orders
                                   o   pills, medications

                                   Trays  used for:
                                   o   french  fries
                                   o   nachos
                                   o   tacos
                                   o   burritos
                                   o   snacks
                                   o   hot dogs
                                   o   meal service
                                   o   vending
                                   o   single or multi-compartments

                                   Boxes as used for:
                                   o   fry scoops
                                   o   popcorn
                                   o   chinese takeout
                                   o   kid's  fun  meal
                                   o   candy (vending)
                                   o   pie wedges
                                   o   bulky meals, pies, single compartment
                                   o   multi-compartment meals

                                   Boats as used  for:
                                   o   egg rolls
                                   o   ice cream sundaes
                                   o   hot dogs, chili dogs
                                   o   hoagies, sub sandwiches
                                   o   chicken  fingers
                                   o   baked potatoes

                                   Cones
                                   o   snow cones
                                   o   ice cream cone holders
                                   o   foods

Food Container Lids                All kinds


                                       21
<PAGE>

Hinged Lid Containers              Clamshells type boxes for specialty or
                                   general food portion or meal
                                   carryout such as:
                                   o   hamburgers
                                   o   chicken nuggets
                                   o   salads
                                   o   single or multi-portion meals
                                   o   with or without multiple compartments

Napkins                            All kinds

Plates/Platters                    o   All shapes, including round
                                   o   oval
                                   o   rectangular
                                   o   deep
                                   o   with or without compartments
                                   o   individual portion or serving sized
                                   o   cake/pie plates

Plates/Platters Lids               All types including domed, insulating, etc.

Placemats/Table Covers             o   placemats
                                   o   tray liners
                                   o   doilies
                                   o   menus
                                   o   table covers

Serving Dishes                     o   pitchers
                                   o   catering trays
                                   o   casserole dishes
                                   o   chafing/steam table dishes

Straws/Stirrers                    o   drinking straws
                                   o   puncture straws
                                   o   stirring straws/sticks

Wraps                              Wraps of all kinds, for all kinds of foods:
                                   o   burger/hot dog wraps
                                   o   pizza sheets
                                   o   doggie bags/wraps
                                   o   popcorn/snack bags
                                   o   french fry sleeves
                                   o   sandwich bags


                                       22
<PAGE>



Outside the Definition of "Food Service Disposables":

Baking                             o   pie/cake tins
                                   o   muffin/eclair tins
                                   o   muffin/eclair cups
                                   o   fluted pan liners
                                   o   cake circles/squares
                                   o   loaf pans
                                   o   bundt pans
                                   o   casseroles
                                   o   cookie/cake sheets
                                   o   cake decorating triangles

Single or Multiple Portion         o   cereal boxes/bowls
Packaged Foods                     o   sealed yogurt/desert cups
                                   o   sealed soups, stews, chili, pasta
                                   o   condiment packs (salt, pepper, catsup,
                                       salsa, relish, etc.)
                                   o   sealed frozen food containers
                                   o   egg cartons
                                   o   dairy product containers
                                   o   produce containers
                                   o   meat & deli trays

Wraps                              o   freezer papers
                                   o   bakery papers
                                   o   candy bar wrappers

Aeseptic or Sealed
Packaging

Secondary Packaging                o   corrugated containers
                                   o   paper bags

Sealed Containers for              o   soft drink cans
Long Term Storage                      milk cartons
of Liquids                         o    sealed juice or drink containers


                                       23
<PAGE>

                                    EXHIBIT C

                                    Products

The initial Product will be a Food Service Disposable designed primarily for use
as a sandwich or other food wrap that is (i)  comprised  of  printed,  laminated
paper that is less than 45 lbs. per 3,000  square  feet,  (ii) that will utilize
biopolymers   specified  by   EarthShell   and  (iii)  that  will  conform  with
specifications supplied by EarthShell. The initial Product will be 4 color, with
30%  coverage,  sandwich  wraps with paper  having a basis  weight of 15 lb. per
3,000 square feet and a resin component of 4 lbs. per 3,000 square feet.


                                       24
<PAGE>

                                    EXHIBIT D

                                  Royalty Rate

The Royalty to be paid to EarthShell will be based on the Net Sales of 1,000 12"
x 12" printed (4 color,  30% coverage)  sandwich wraps with paper having a basis
weight of 15 lb. per 3,000 square feet and a resin component of 4 lbs. per 3,000
square  feet.  The Royalty  will be a minimum of 5% of Net Sales with respect to
Net Sales  resulting  from  sales at a price of less than  $10.50  per  thousand
square feet and will be a maximum of 20% of Net Sales with  respect to Net Sales
resulting  from sales at a price of more than $13.40 per  thousand  square feet,
with the Royalty being calculated in accordance with the following  formula with
respect to Net Sales  resulting  from  sales at a price of more than  $10.50 per
thousand and less than $13.40 per thousand:

         Royalty % = Five times the price per 1,000 square feet minus 47

Notwithstanding  the  foregoing,  in no event will the Royalty  exceed $3.20 per
thousand square feet. The Royalty shall be proportionately adjusted based on the
extent to which the Product surface area is greater than or less than 12" x 12".

      For illustration, sample Royalty calculations are set forth in Exhibit D-1
hereto.


                                       25
<PAGE>

                                    EXHIBIT D-1

                                  HOOD    ROYALTY    RATE

<TABLE>
<CAPTION>
                                            Price per 1,000 units  12" x 12"  4# coating @ $1.25/lb resin
--------------------------------------------------------------------------------------------------------------------------
<S>                        <C>           <C>           <C>           <C>           <C>           <C>           <C>
SELLING PRICE              $    10.50    $    11.00    $    12.00    $    13.00    $    13.40    $    15.00    $    16.00

                           $     8.50    $     8.50    $     8.50    $     8.50    $     8.50    $     8.50    $     8.50
COST OF GOODS SOLD

ROYALTY %                        5.00%         8.00%        13.00%        18.00%        20.00%        20.00%        20.00%
EARTHSHELL ROYALTY         $    0.525    $    0.880    $    1.560    $    2.340    $    2.680    $    3.000    $    3.200

HOOD OPERATING PROFIT      $    1.475    $    1.620    $    1.940    $    2.160    $    2.220    $    3.500    $    4.300
OP %                            14.05%        14.73%        16.17%        16.62%        16.57%        23.33%        26.88%
HOOD SHARE OF TOTAL PROFIT      73.75%        64.80%        55.43%        48.00%        45.31%        53.85%        57.33%
SALES VOLUME M UNITS                     Hood Operating Profit
--------------------------------------------------------------------------------------------------------------------------
              70,000       $  103,250    $  113,400    $  135,800    $  151,200    $  155,400    $  245,000    $  301,000

             250,000       $  368,750    $  405,000    $  485,000    $  540,000    $  555,000    $  875,000    $1,075,000

             650,000       $  958,750    $1,053,000    $1,261,000    $1,404,000    $1,443,000    $2,275,000    $2,795,000

           1,065,000       $1,570,875    $1,725,300    $2,066,100    $2,300,400    $2,364,300    $3,727,500    $4,579,500
</TABLE>